Effective: May 23, 2023

Acceptance of Terms

These Terms of Service ("Terms") constitute a contract governing your use of Onespot, provided by Seabird Apps, Inc. (“Onespot”, “Seabird”, “we”, “us”, or “our”). These Terms govern your use of the Onespot platform, as well as its associated websites and all apps and content (collectively, "Services"). Please read these Terms carefully before accessing or using the Services.

By using any of the Services—including by creating an account, paying for any membership, or otherwise downloading or using the Services in any capacity—you agree to these Terms. If you do not agree to all of these terms, you cannot use the Services. If you do not also read and agree to our Privacy Policy, you cannot use the Services. Our acceptance is expressly conditioned upon your assent to all of these terms and conditions, to the exclusion of all other terms. If these terms and conditions are considered an offer by Onespot, acceptance is expressly limited to these terms.

Modifications of Terms

These Terms are available on our websites at all times, as well as directly within the apps on our platform. We reserve the right to modify these terms of use at any time, effective upon the posting of an updated version of these terms of use on our websites. You are responsible for regularly reviewing these terms of use. If changes materially affect your rights or obligations, we will notify you by reasonable means before they take effect, which could include notification through the Services or via email. By using the Services after the effective date of an update to these Terms, you agree to the new Terms. If you do not wish to consent to the new Terms, you must delete your account and not use the Services after the effective date of the new Terms. For information on how to delete your account, please review our Privacy Policy at seabirdapps.com/privacy.

Usage Rights

We retain all rights to the intellectual property of our websites and apps, including all content therein. This includes, and is not limited to, trademarks, the user experience, and the color combinations, layout, and other visual elements of any of our software, including all such aspects of our platform. You should assume that everything you read or see is either copyrighted or protected and owned by us, one of our affiliates, or a third party who licensed the right to use such content. Unless otherwise noted, no content may be copied, reproduced, modified, distributed, transmitted, republished, displayed, or performed for commercial use without our prior written consent, except as provided in these Terms, unless otherwise permitted by law.

Notwithstanding the foregoing, users of the Services may provide us with content, including without limitation text, images, videos, and any other materials (“User Content"). Your User Content remains yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement.

Use of Software

You are permitted to use the Services to create and manage an app for yourself or your organization. You are also permitted to join the apps of other organizations on our platform. We solely retain all rights, title, and interest in and to our software. We retain all rights to remove or edit any content of any app on our platform, or to remove any app altogether from the platform, at our sole discretion. We also retain the right to remove any user from any app on our platform, or from our platform as a whole, at our sole discretion. We retain full rights to content moderation and exercise it in cases of disallowed content. Disallowed content that will cause immediate removal of an app and user from our platform includes but is not limited to illegal, offensive, inflammatory, or sexual content of any sort.

You may only publish content using the Services if you have the rights to use or reproduce that content. Do not publish copyrighted content that does not belong to you unless you have the express written permission of the copyright holder. If you believe your copyright has been infringed by someone else using the Services, please contact us at help@seabirdapps.com and we will assist you.

You are not permitted to upload, post, share, or otherwise distribute any explicit or illegal content using the Services. We retain the right to delete any content or app containing explicit or illegal content at our sole discretion, and to ban the users who have uploaded such content from continuing to use the Services. You are also not permitted to use the Services to send spam messages to other users. Though we make our best effort to remove all explicit content and prevent all spam from occurring on our platform, ultimately any such content or spam is under the control of the creator of the app. Please report any offending content to us immediately so we can take the appropriate action.

Your Data and Account

To use the Services, you will be asked to create an account and supply basic identifying information including your name, email, and organization name. In some cases, you may be asked to provide additional personal information. All data we collect is used to personalize your experience within the app and allow you to more effectively connect with the organizations with which you are affiliated. By using the Services and sharing your personal information, you are consenting to allow us to collect and store the personal information that you provide to us.

Any information you provide will be stored in our database, and we take precautions to keep your information secure. However, we also want to remind you that other individuals, including administrators and other users of the apps you join on the platform, may be able to view the information you share within the Services, including all information and content you upload to any app using the Services.

We wish to remind you that no method of transmission over the Internet, and no method of electronic storage, is 100% secure and reliable, and, although we take reasonable security measures to protect your information, we cannot guarantee its absolute security. Accordingly, please do not share or upload any sensitive information using the Services, including to any app on our platform. For more information, please review our Privacy Policy at seabirdapps.com/privacy.

Indemnity

You will hold harmless Onespot, our affiliates, and our customers from any liability, damage, or cost brought by any claim or demand made by any third party due to or arising out of your access to or use of the Services, your violation of these Terms, or your infringement of any intellectual property or other right of any person or entity.

Arbitration

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules. The arbitration shall be conducted in accordance with the rules of the state of Delaware, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative expenses. This arbitration provision shall survive termination of this Agreement.

If you are a user in the European Economic Area (“EEA”), or any other country where this arbitration clause is prohibited by law, the laws of Delaware, U.S.A., excluding Delaware’s conflict of laws rules, will apply to any disputes arising out of or relating to this Agreement or the Services. For the avoidance of doubt, the choice of Delaware governing law shall not supersede any mandatory consumer protection legislation in such jurisdictions.

Disclaimers

We try to ensure that all information included on and posted on our apps and websites is accurate and current. Although we do oversee the apps created using the Services, we do not control, monitor, or verify the validity of all of the information posted using the Services. Accordingly, we make no guarantee or warranty as to the reliability, accuracy, timeliness, or completeness of any information found on any apps on our platform or website. We assume no responsibility for any errors or omissions therein. Furthermore, many of the links found within our apps contain the websites and other intellectual property of our affiliates. We make no promises as to the reliability of any information held therein. You should carefully read the terms and privacy policy of any such linked third party before using their websites or other services. You access our websites and apps at your own risk. All content is provided on an "as is, as available" basis without warranty of any kind. Neither we nor our owners, affiliates, employees, or third-party content providers shall be liable for any loss resulting from use or unavailability of information or content in our apps, on our websites, or elsewhere within the Services. We make no guarantee that the Services will be available at all times, and acknowledge that any apps and the Services as a whole may crash or experience other bugs from time to time.

Marketing

If you create an app using the Services, you hereby grant us a non-exclusive, non-transferable limited right to use your name, trademarks, and logos in the production of our own marketing materials, including for sharing on social media. Those materials may display your app as an application that was developed using the Services. You provide us the right to reproduce, make copies of, publicly display, perform publicly, and use your app for the limited purpose of demonstrating to our users and customers how you used our Services to create your app.

Payment

When you purchase a subscription to the Services, you expressly authorize us (or our third-party payment processor) to charge you for that transaction. You acknowledge that we may share your payment information with our third-party payment processors (e.g. Stripe) in order to complete your transaction. By completing such a transaction, you agree to the pricing, payment, and billing policies applicable as posted or otherwise communicated to you in writing. If you purchase a subscription, you will be charged the monthly or annual subscription fee. By purchasing a subscription, you authorize us to initiate recurring non-refundable payments until you cancel your subscription. We reserve the right to cancel your transaction for any reason and refund any payment you have already remitted to us, at our sole discretion.

Linking and Third-Party Sites

The Services will provide links to other sites and resources available on the Internet. We often have no control over such sites and resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, nor for the content therein.

Trademarks

Our company and platform names, graphics, logos, designs, and other content are our trademarks and trade names, and they may not be used in connection with any product or service in any manner that is likely to cause confusion.

Push Notifications

Users of the Services who are administrators on an app can send push notifications to users of those apps who have enabled the receipt of such notifications. While our system generally distributes all such push notifications immediately, we cannot guarantee that all notifications will be received promptly at all times. All push notifications are sent by the creator of the app, not by Onespot.

Electronic Communications

We value your privacy. Nonetheless, no form of electronic communication over the Internet is entirely secure, and we cannot always guarantee the confidentiality or security of any such transmission. You transmit information at your own risk. For more information, please review our Privacy Policy at seabirdapps.com/privacy.

Governing Law

These Terms are governed by Delaware law. If you are a user in the EEA, this agreement does not limit or affect any rights you may have under any mandatory laws of the country where you habitually reside.

Miscellaneous

These Terms, including any document incorporated by reference to them, constitute the entire agreement between us and you, a user of the Services. These Terms supersede and replace any and all prior oral or written understandings between us and you regarding the Services and Content. You may not assign or transfer these terms without our prior written consent. If any provision of these terms is found invalid by a court of competent jurisdiction, you agree that the court should try to give effect to the parties' intentions as reflected in the provision and that other provisions of the Terms will remain in full effect.

Contact

We welcome all feedback and are happy to answer any questions you may have about these Terms. If you have any questions or concerns, please contact us at help@seabirdapps.com.