Terms of Service
Last Modified: December 18, 2015
Welcome to Spribo Social Knowledge Networking Platform (the "Spribo Platform" or "Platform"), a space that allows people to come together online around shared interests, hobbies, or causes through social networks.
These terms of service will constitute a binding contract between you (the "User"), who will be using the "Platform" or the "Services" as defined below and Spribo, L.L.C. (also referred to below as "we", "us", "our" and "Spribo"). These Terms of Service explain Spribo´s obligations to User and User´s obligations to Spribo when User utilizes the Platform or the Services. By utilizing the Spribo Platform or the Services, User agrees that Spribo has provided User sufficient consideration to obligate User to abide by the Terms of Service.
In the event that User is using the Platform or the Services on behalf of a company or other legal entity, User represents that User has the authority to bind such entity or company to this agreement, in which case the terms "User", "you" or "your" shall also refer to such entity or company. Should User not have such authority, or should User not agree with these Terms of Service, User must select the "I decline" button and may not use the Spribo Platform or Services.
1.1 "Spribo Social Networking Platform" or the "Platform" means the technological platform that hosts all services and resources offered in our platform and are located at www.spribo.com and any successor URLs for creating social networks and using Spribo's Services.
1.2 A "Social Network" is a social structure made of nodes (which are generally persons or entities) that are tied by one or more specific types of relations within a Social Network. A Social Network allows persons and entities to come together online around shared interests, hobbies, or causes. Social Networks are created by Users who are the Network Creators, through the use of the Spribo Platform, for Users to connect with other Users online. Social Networks include features such as User profiles, friends, comments, recommendations, forums, photo sharing, video sharing, reviews, ratings, people matching, and events, among others.
1.3 "Services" means all services and functionalities that Spribo provides or hosts for creating social networks within the Spribo Platform, such as blogs, wikis, bookmarks, and file sharing, photo and video sharing and other services that the User customizes in a Social Network, including "impulse services", advertising and/or partnership services.
1.4 "Network Creators" are Users that have participated in the creation, development, augmentation, or alteration of one or more Social Networks using Spribo's platform, and includes activities such as configuring, customizing, deleting, supplementing, managing, or controlling any aspect of any Social Network, such as the Social Network's layout, look and feel, applications, widgets, User profiles, and Content or User Accounts.
1.5 "Users" (also referred to below as "you" and "your") are persons or entities: (i) who register on the Platform and/or access the Platform to interact and meet other Users of Social Networks, (ii) who use the Services, (iii) who view, download, contribute or share content, data, or information hosted on the Platform, or (iv) who otherwise use a Social Network that in turn uses the Spribo Platform.
1.6 "Advertisers" are persons or entities who inform potential or actual Users of a social network about their products and services.
1.6.1 "Advertising" or "Promotions" refers to Content that is furnished by Advertisers on the Platform to Users.
1.7 "Content" means all works of authorship, data (including user profiles), information, text, comments, communications, recommendations, notices, forums, graphics, logos, symbols, photos, images, videos, sounds, music, songs, files, listings, postings, messages, formulas, equations, calculations, software, widgets, routines, or other materials posted on or transmitted through the Spribo Platform or through any Social Network that are hosted on the Platform. Users upload Content to Social Networks. Social Networks, in turn, control Content. Content is presumed public unless the a Social network's Network Creator designates that Social Network as private, in which case Content submitted to that Social Network will be deemed to be Private Content. Private Content is licensed for use only within the Social Network into which it is posted. Public Content is available in the Social Network in which it is posted and other Networks.
1.7.1 "User Content" means any Content submitted by the User to a Social Network that is hosted on the Platform or submitted through the use of any of the Services.
1.7.2 "Spribo Content" means any Content, including the advertising, logos, copyright designations, and other notices or policies, of Spribo or its Business Partners, including hyperlinks which Spribo or its business Partners display on the Platform and within the Social Networks that are hosted on the Platform.
1.8 "Personal or User Data" means all: (i) registration data (including user name, handle, password, mailing address, e-mail address, telephone number and credit card information that is collected from the User by a Social Network or another User; (ii) demographic data, mailing lists, inquiry lists, buyers lists and any other personally identifiable information and data provided by or obtained from a User that is collected by a Social Network; and, (iii) all transaction data and history provided by or obtained from a User that is collected from a Social Network.
1.10 "Communities" are groups of persons or entities having common interests.
1.10.1 The terms "person or entity" and "persons or entities" shall mean and refer to any natural person, as well as any legally recognizable organization, corporation, company, joint venture, partnership, association, trust, group, consortium, municipality, agency or other governmental entity.
Network Creators agree to be responsible for all activity taking place through the use of the Spribo Platform on their Social Networks. Network Creators agree to take appropriate action to monitor their Social Networks for any violations of the Terms of Service or applicable local, state federal or international laws by Users of their Social Network, and take appropriate action to report and, as warranted, redress such violations. By using the Services, Users, including all Network Creators represent and warrant that they shall abide by all applicable local, state, national, and foreign laws and regulations in connection with use of the Platform or publishing Content on their Social Network, including, without limitation, those related to intellectual property and privacy laws (collectively, "Laws"). As part of User's obligations under the Terms of Service, User agrees to: (i) immediately notify Spribo about any actual or suspected breach of security involving the Services (including but not limited to any unauthorized use of your password or account); (ii) immediately report to Spribo any suspected unlawful conduct and use reasonable efforts to immediately stop any known unlawful copying or distribution of Content; and, (iii) not to impersonate any other person or entity or provide false identity information to gain access to or use the Platform or any Social Network.
Unauthorized posting or publishing of copyrighted or copyrightable material or material that infringes upon the intellectual property rights of others (hereafter referred to as "Unauthorized Content") on a Social Network could have legal consequences. Each User agrees that Spribo shall not under any circumstances be responsible for any User's posting or publication of Unauthorized Content on the Platform or any Social Network. Users posting such Unauthorized Content and the Network Creators of such Social Networks on which the Unauthorized Content is published or posted agree to be solely responsible for any legal consequences relating to the same and agree to indemnify, defend and hold harmless Spribo, its officers, directors, agents and employees against all claims, damages and penalties arising from or relating to the posting or publication of such Unauthorized Content, including but not limited to any attorneys' fees and costs incurred or awarded to a party pursuing legal action for the publication or posting of such Unauthorized Content. Network Creators are responsible for verifying that any Content posted on the Network Creator's Social Network by a User does not infringe third party intellectual property rights or the copyright protection of others or otherwise, that any necessary authorization, license and/or appropriate permission has been obtained to post such Content to the Social Network.
User agrees that the Spribo Platform may contain, and Spribo in its sole discretion may display on any Social Network, Advertising, logos, copyright designations, and other notices or policies, or other content of Spribo or its Business Partners, including hyperlinks which display certain non-modifiable terms and conditions (herein referred "Spribo Content") that relate to Spribo's role as a service provider or its agreements with Business Partners. All Social Networks and Users (including all Network Creators), agree that Spribo has the right to post such Spribo Content on any Social Network that is hosted on the Platform or that makes use of the Services. Users, including all Network Creators, promise not to obscure, attempt to obscure, modify, attempt to modify or contravene the Spribo Content in any way.
Whether you are a Network Creator or a User utilizing the Spribo Platform or Services, you agree that you are solely responsible for all User Content, information or materials whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on the Spribo Platform. For all Content that you post on the Spribo Platform, you grant Spribo an irrevocable license to copy, distribute, delete, disrupt access to, modify and publicly display such User Content. You further grant Spribo such license, access and permissions to the Social Network so that Spribo may in its sole discretion post Spribo Content on the Social Network, and as will allow Spribo to maintain the website, the Platform, and the Services (and their associated syndication technologies) or perform maintenance on the mechanical and electronic equipment in connection therewith. You understand and acknowledge that using any of the Services or accessing the Platform or any of the Social Networks hosted thereon, furnishes sufficient consideration for these licenses and that Spribo will not compensate you, your Social Network, or your Social Network's Users for any of the User Content. You represent and warrant that you have not granted and shall not grant any rights inconsistent with this license.
By posting User Content, you hereby grant permission to Spribo and others to access and use the User Content as Spribo deems necessary or advisable in connection with its business. You understand and acknowledge that Spribo is not responsible for the unauthorized access of or use of any User Content by any person or entity and is under no obligation to disable or restrict access to or use of your User Content posted on a Social Network or existing on the Spribo Platform. Each User agrees and acknowledges in the event that it wishes to prohibit access to or use of its Content, that it is the User's obligation to remove any such User Content from the Social Network or Platform. Information on how to remove your User Content is available within the Spribo Platform.
You agree that Spribo and the Network Creator have the right to delete any Content for any reason or no reason, including but not limited to service termination or violation of these Terms of Service or the Code of Conduct. In the event that your User Content or your Social Network's Content is deleted from the Spribo Platform, you acknowledge that you shall not be able to retrieve such Content and waive any right to seek recovery from Spribo for such deletion.
Code of Conduct
User agrees that User will not post Content or use the Services in a way that is against any applicable Laws or that harms Spribo, Spribo's Business Partners other Users, Network Creators, affiliates, service providers or partnerships, or the public. User agrees that Spribo has no obligation to tell any User of the Spribo Platform or Services about uses that may be harmful, and even though Spribo may from time to time inform Users of such harmful uses, User agrees that in doing so, Spribo will not be deemed to have undertaken an obligation to do so in the future.
User represents that User will comply with and adhere to the Code of Conduct, these Terms of Service, and all other notices that Spribo may post to its Website or on the Platform from time to time. User agrees that any breach of the Code of Conduct, these Terms of Service or other notices posted to the Spribo Website may result in the termination of User's access to the Platform, the deletion of User's Content from any Social Network on which it is posted, and/or the removal of the Social Network(s) to which User belongs from the Platform without prior notice. Spribo reserves the right to totally or partially cancel, suspend, or block any User's access to the Spribo Platform or Services at any time and for any or no reason.
User also agrees that Spribo may modify the Code of Conduct, the Terms of Service and other notices from time to time in Spribo's sole discretion by posting them to the Spribo Website and that, immediately upon posting the same; such modifications will all apply to all Users accessing the Platform or using the Services thereafter.
As a User of the Spribo Platform, you agree to take a constructive tone and practice good etiquette and courtesy and you agree not to:
- threaten, disrupt, inflame, intimidate, libel, stalk, defame, or defraud any person, entity, or group on any basis including but not limited to age, gender, sexual orientation, ethnicity, race, religion or disability and you agree not to encourage or enable anyone else to do so;
- post, publish, or transmit any text, graphics, or materials that are illegal or that violate any applicable laws or regulations or that contain, encourage, advocate, or expresses: obscenity, pornography, sexually explicit conduct, child pornography, the making or buying of illegal weapons or illegal drugs, hatred, bigotry, racism, profanity, vulgarity or gratuitous violence or use of weapons;
- harm or exploit minors in any way including collecting a minor's personally identifiable information, including but not limited to name, email address, home address, phone number, or school;
- invade privacy by attempting to collect, store, or publish private or personally identifiable information, including but not limited to password, account information, credit card number, address, or other contact information;
- modify or falsify the source of any content or information, impersonate Spribo or another User or any other person or entity, or falsely state or misrepresent affiliation with a person or entity
- disrupt, hack into, harm or inappropriately access any computer, network, server or telecommunication system, private site/page or violate related security or operational procedures, policies or regulations;
- flood, overload, or mail bomb any mail service, network (including any Social Network), or the Platform, or transmit or transfer any harmful or disruptive viruses, worms, computer code, files, or programs to the Platform, Spribo's Website, or any Social Network hosted on the Platform;
- infringe any patent, trademark, trade secret, copyright, or other proprietary rights or violate contractual or fiduciary relationships (such as insider, proprietary, or confidential information);
- encourage or instruct unauthorized copying or circumvention of copy protection or pirating of intellectual property or content including but not limited to photographs, songs, videos, sounds, music, text, and files;
- access restricted, password-only, or hidden pages or images (those not linked to or from another accessible page);
- distribute or disseminate inappropriate, unauthorized or unsolicited advertising or promotional offers including, but not limited to contests, sweepstakes, barter, junk mail, spam, chain letters, and pyramid schemes;
- use Spribo messages or member profile content to obtain personally identifiable information or to solicit, or sell to any member inappropriately;
- support or help any organization designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act [8 U.S.C. s. 1189];
- include or create links or otherwise refer to external sites that violate these restrictions;
- create "trolling" posts (trolling is deliberately posting false or provocative information in order to elicit responses from people who would not respond if they knew the motivation behind the post); or
- attempt to reverse engineer, decode, access, or search, the Services or any User Content on the Platform with any engine, software, tool, agent, device, or mechanism other than the Platform search agents provided by Spribo or provided by the Social Network on which such User Content is posted or other generally available third party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox); or (ii) to "frame", "mirror" or otherwise copy any portion of the Platform without Spribo's express written authorization.
Support and Performance
From time to time Spribo may elect, but is under no obligation, to provide documentation and information to help Network Creators in creating and enhancing their Social Networks. As a Network Creator, you are responsible for implementing and maintaining all support for your Social Networks.
As a Network Creator, you must ensure your Social Network will not degrade the performance of the Spribo Platform. In the event your Social Network exceeds the quotas and limitations set by Spribo (e.g., API calls, storage or bandwidth) or otherwise degrades the performance of the Spribo Platform or Services in any way, Spribo may suspend your Social Network or remove it from the Platform at our sole discretion.
Spribo Platform Policies
Spribo may establish general polices and limits concerning use of the Spribo Platform ("Spribo Platform Policies"), including (and not limited to) the maximum: (i) number of days that a Social Network and related uploaded Content will be retained; (ii) size and number of Content files and objects (including email messages); (iii) disk space allotted to you (as a Network Creator) and your Social Network and to your Social Network's Users; (iv) number of times and duration for which you may access the Spribo Platform or Social Networks in a given period of time; (v) bandwidth used by your Social Network's applications or Content; and, (vi) CPU power used by your Social Network or Content. Once established, each User and Network Creator agrees to abide by the Spribo Platform Policies. Spribo reserves the right to log off or deactivate User accounts that are inactive for an extended period of time.
The Spribo Platform Policies currently establish no limit to the number of Social Networks a Network Creator can create. Notwithstanding, unless the Network Creators for a Social Network have contracted to purchase Spribo's Impulse Services, each Social Network cannot exceed a quota limit of 10GB (Gigabytes) for Public Content and Private Content storage, and 100GB (Gigabytes) per month of network bandwidth.
Changes to or Discontinuance of the Spribo Platform or policies
Spribo may at any time (and from time to time) at its sole discretion modify, suspend, or discontinue providing the Spribo Platform or the Services or any part thereof with or without notice for any reason or no reason. Spribo will not be liable to you or to any third party for any modification, suspension or discontinuance of the Spribo Platform or any of the Services.
Updates to Terms of Service
These Terms of Services (and policies contained herein) may be updated or modified by Spribo from time to time and at any time upon Spribo´s posting of the amended Terms of Service on this page, which you agree to abide by immediately upon posting, unless you have selected the "I Decline". No User selecting the "I Decline" option is permitted to use the Platform or the Services.
In addition to these Terms of Service, you will comply with all policies applicable to Spribo and the Spribo Platform, which policies are: (i) either posted in the Spribo Platform or provided to you; and, (ii) which are hereby incorporated by reference into these Terms of Service.
Disclaimer and Warranties
You agree that when accessing or using: (i) the Spribo Platform as a Network Creator or User, (ii) any Social Network hosted on the Platform, (iii) all code and Content on the Platform or any Social Network, and (iv) any of the Services, you assume all risk and responsibility for any injury, liability, damages or harm you or your Social Network incur. You acknowledge and agree that the Platform, and all Services, code and content are provided on an "AS IS" and "as available" basis. SPRIBO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Neither Spribo nor its agents makes any warranty that the Spribo Platform, Services, software code or Content will meet your requirements or be uninterrupted, timely, secure, or error-free.
You acknowledge and agree that by using the Platform and Services, you may be exposed to Content that is offensive, indecent, or objectionable. You further acknowledge and agree that the Services and the Content may contain errors or omissions. You acknowledge and agree that Spribo is under no obligation to and does not screen or review published Content on the Platform or Social Network hosted on the Platform to determine whether it contains false, defamatory, harmful or injurious material or material which is offensive, indecent, objectionable, or which contains errors or omissions.
User agrees that under no circumstances will Spribo be liable in any way for any of your User Content or any of your Social Network's Users' Content, including, but not limited to: (i) the publication of any defamatory, or false Content (ii) the existence of any errors or omissions in any Content, or (iii) for any loss or damage of any kind arising from or relating to the use or publication of any User Content posted, emailed, or otherwise transmitted via the Services. Spribo does not guarantee that any Content will be to your satisfaction.
Limitation of Liability
You agree that IN NO EVENT SHALL SPRIBO's AGGREGATE LIABILITY TO THE USER, WHETHER ARISING WITH RESPECT TO OR IN CONNECTION WITH THIS TERMS OF SERVICE OR USER'S USE OF THE SERVICES, EXCEED THE AMOUNT THAT USER PAID SPRIBO, IF ANY, DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT UPON WHICH USER'S CLAIMS ARE BASED.
You agree that IN NO EVENT SHALL SPRIBO AND/OR ITS LICENSORS BE LIABLE TO THE USER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICES OR THE SPRIBO PLATFORM, INCLUDING BUT NOT LIMITED TO: (i) THE USE OR INABILITY TO USE OR ACCESS BY YOU OR OTHERS THE PLATFORM, SERVICES OR ANY SOCIAL NETWORK HOSTED ON THE PLATFORM, OR (ii) THE USE OR INABILITY TO USE OR ACCESS BY YOU OR OTHERS ANY CONTENT OBTAINED FROM OR THROUGH THE PLATFORM, SERVICES, OR ANY SOCIAL NETWORK HOSTED ON THE PLATFORM, OR (iii) ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT, EVEN IF SPRIBO OR ITS LICENSORS HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree that:
(a) You shall not access the Platform if you are a direct competitor of Spribo, unless you have the prior written consent of Spribo. Further, you agree that you shall not access and/or use the Platform or the Services for purposes of monitoring Spribo's performance, availability, or functionality, or for any other benchmarking or competitive purposes.
(b) You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform or the Services in any way, except as expressly authorized by Spribo in this Agreement; (ii) modify or make derivative works based upon the Services or the Content; (iii) reverse engineer the Services and/or any component thereof; or, (iv) access the Services in order to: (a) build a products or services that are competitive to or in competition with the Spribo Platform or Services; (b) build a product using similar ideas, features, functions, or graphics of the Platform or Services; or, (c) copy any ideas, features, functions or graphics of the Platform or Services.
(c) You shall not utilize any part of the Platform or Services to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable Laws (as defined below); (ii) send or store infringing, obscene, threatening, libelous, defamatory, pornographic, online gambling, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights or inconsistent with the generally accepted practices of the Internet community as reasonably determined by Spribo; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (v) attempt to gain unauthorized access to the Platform or its related systems or networks; or, (vi) enable, further, or participate in any unlawful activity. You agree that you shall not use any part of the Platform in connection with providing any website or service that is aimed at, directed to, or marketed to persons under the age of 18. You acknowledge and agree that if Spribo becomes aware or has reason to believe that you are engaging in any such prohibited activity, Spribo has the right to immediately suspend and/or terminate your use of the Platform and the Services.
(d) All rights not expressly granted to you are reserved by Spribo.
You agree to indemnify, defend and hold harmless Spribo, its affiliates, officers, directors, employees, consultants and agents from any and all claims, liability, damages and costs (including, but not limited to, attorneys fees) arising from or relating to your use or the use by other Users of your Social Network, your violation of the Terms of Service, or your infringement, or infringement by any other User of your account, of any intellectual property or other right of any person or entity.
The Terms of Service will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflicts of laws principles and without regard to your actual state or country of residence. The Terms of Service will inure to the benefit of Spribo's agents, affiliates, successors, assigns and licensees. All of Spribo's rights under this Agreement are freely assignable by Spribo to any person or entity. User may not assign any rights, responsibilities or obligations to any third party without the express prior written consent of Spribo. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by Spribo. If for any reason a court of competent jurisdiction finds any term, provision or portion thereof of the Terms of Service to be void, unenforceable, or violative of any law, then such term, provision, or portion thereof shall be severed from the Terms of Service and the remainder of the Terms of Service will continue in full force and effect. Unless Spribo has entered into another written agreement with User concerning subject matter contained in this Agreement, these Terms of Service shall constitute the entire agreement between you and Spribo with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding this subject matter.