Date of update: Oct 10th, 2019
Introduction
These Terms of Use (these “Terms” or this “Agreement”) govern your use of the Spley website and all related services, including any provided mobile applications (collectively, the “Site”). These Terms set forth an agreement between you, a user of the Site, and Tove App LLC (“we,” “us,” or any other third-person pronoun), the owner and operator of the Site. Please read this Agreement carefully. If you visit the Site or make any use of the Service (defined below), you are demonstrating your affirmative acceptance of these Terms.
Who we are and what we do
Spley is a publisher of video content. We provide videos that are suitable for viewing by children ages 2 to 10, including educational videos, craft videos, reviews of toys and other kid-friendly products, and other family friendly content. We may also provide forums for discussions about kids’ products and services, and a social networking hub for parents to like and comment on our content. All of the foregoing is collectively referred to in this Agreement as the “Service.”
License to Use Content and Services
We grant to you a limited license to access and make personal use of this Site, along with any content displayed there, and not to download (other than page caching) or modify it, or any portion of it, except with our express written consent. This license does not include any resale or commercial use of the Site or its contents; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. The Site, or any portion of the Site, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. Any unauthorized use terminates the permission or license we have granted to you.
Third-Party Intellectual Property
The Site may feature content that includes intellectual property that is owned by third parties. We utilized this third-party intellectual property either under a license from such third party or under one or more privilege of fair use as provided by law.
THIS SITE HAS NO AFFILIATION WITH ANY TOY MANUFACTURER. ALL REVIEWS OF PRODUCTS AND SERVICES APPEARING ON THE SITE ARE INDEPENDENTLY PREPARED, WITHOUT ANY ENDORSEMENT OR SPONSORSHIP FROM THE PROVIDERS OF SUCH PRODUCTS AND SERVICES. ALL PRODUCT NAMES, LOGOS, PACKAGING, AND OTHER TRADE DRESS ARE THE EXCLUSIVE PROPERTY OF THE PRODUCTS’ MANUFACTURER. ALL CHARACTERS ASSOCIATED WITH ANY PRODUCTS APPEARING IN VIDEOS ON THIS SITE ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS, AND WE MAKE NO CLAIM OF OWNERSHIP OVER SUCH CHARACTERS OR OF AFFILIATION WITH THEIR RESPECTIVE OWNERS.
Advertisements and Links to Other Sites
The Service may from time to time contain links to other sites and resources (“External Links”), including advertisements of third-party products and services. We are not responsible for, and have no liability as a result of, the availability of External Links or their contents.
Users Reviews, Comments, and Other Content
We may permit visitors to post reviews, comments, and other content; send messages and other communications; and submit suggestions, ideas, comments, questions, or other information. You agree that any content you contribute and any communications you send using means we provide will not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of a message or other content. We reserve the right (but not the obligation) to remove or edit such content, but we do not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant to us and our sub-licensees the right to use the name that you submit in connection with such content, if we choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms and will not cause injury to any person or entity; and that you will indemnify us for all claims resulting from content you supply. We have the right but not the obligation to monitor and edit or remove any activity or content. We take no responsibility and assume no liability for any content posted by you or any third party.
Privacy Policy
As more fully set forth in our Privacy Policy;, which is incorporated herein by this reference, your personal information will not be resold to any third party. Please note, however, that all information you provide to us may be shared with third parties as necessary to comply with applicable law and to generally cooperate with law enforcement and the court system in investigating and prosecuting suspected criminal activities or otherwise, including, without limitation, in response to inquiries from law enforcement and regulatory agencies.
Warranties and Disclaimers; Limitation of Liability
THE SITE AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR SERVICE, UNLESS OTHERWISE SPECIFIED IN WRITING IN ANY OTHER POLICY POSTED ON THIS SITE AND APPLICABLE TO THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR IS ERROR FREE. NEITHER WE NOR ANY OF OUR SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, ARISING IN CONNECTION WITH THE SITE OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER WE NOR ANY OF OUR SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH THE SITE OR SERVICE IN EXCESS OF THE GREATER OF (A) THE PRICE PAID BY YOU FOR THE PARTICULAR PRODUCT GIVING RISE TO THE DAMAGE (IF APPLICABLE), OR (B) TEN DOLLARS ($10). THE LAWS IN CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Arbitration of Disputes
All Disputes (including any dispute relating to the arbitrability of this Agreement or any provision of this Agreement or any other dispute relating to arbitration) must be submitted to arbitration before and in accordance with the arbitration rules of the American Arbitration Association in accordance with its commercial arbitration rules. The term “Dispute” means any controversy or claim arising out of or relating to the Site or the Services or this Agreement, or any breach thereof, including any claim that this Agreement, or any part of this Agreement is invalid, illegal, or otherwise voidable or void.
The provisions of this Arbitration Section must be construed as independent of any other covenant or provision of this Agreement; provided that if a court of competent jurisdiction or arbitrator determines that any such provisions are unlawful in any way, such court or arbitrator is to modify or interpret such provisions to the minimum extent necessary to have them comply with the law. Notwithstanding any provision of this Agreement relating to under which state’s laws this Agreement is to be governed by and construed under, all issues relating to arbitrability or the enforcement of the Agreement to arbitrate contained herein are to be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the federal common law of arbitration.
Judgment upon an arbitration award may be entered in any court having competent jurisdiction and will be binding, final and non-appealable. You and Spley hereby waive to the fullest extent permitted by law, any right to or claim for any punitive or exemplary damages against the other and agree that in the event of a dispute between you and us, we each shall be limited to the recovery of any actual damages sustained you or us, as the case may be.
This arbitration provision is self-executing and will remain in full force and effect after the expiration or termination of this Agreement. In the event either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party by default or otherwise notwithstanding said failure to appear.
Arbitration takes place in Miami-Dade County, Florida, exclusively.
You and Spley hereby agree that no action (whether for arbitration, damages, injunctive, equitable, or other relief, including rescission) will be maintained by any party to enforce any liability or obligation of the other party, whether arising from this Agreement or otherwise, or any other Dispute, unless brought before the expiration of the earlier of one year from the occurrence of the facts giving rise to such claims or within 90 days from either the actual discovery of the facts giving rise to such claims or from the date on which the party should have, in the exercise of reasonable diligence, discovered such facts.
The obligation to arbitrate is not binding upon Spley with respect to claims relating to its trademarks, service marks, patents, copyrights, or other intellectual-property rights, or requests for temporary restraining orders, preliminary injunctions or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute between the parties.
The prevailing party will be entitled to receive from the non-prevailing party its costs relating to the arbitration proceeding including but not limited to, the arbitrator’s fees, attorneys’ fees and costs, witness fees, transcription fees, and sales and use taxes thereon, if any.
You and Spley each acknowledges and agrees that it is the intent of the parties that arbitration and litigation between the parties will be of the parties’ individual claims, and that none of their respective claims may be arbitrated or litigated on a class-wide basis.
Choice of Law
This Agreement and all matters arising out of or otherwise relating to these Terms shall be governed by the laws in effect in the State of Florida, without regard to its conflict of law provisions. Subject to the provisions above on Arbitration, you and Spley hereby submit to the personal jurisdiction of the state and federal courts of the State of Florida for resolution of all Disputes, and you and Fling.com hereby agree that exclusive venue for any Dispute under this Agreement shall be with the state and federal courts located in Miami-Dade County, Florida.
Class Action Waiver
Any proceedings to resolve or litigate any Dispute will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in any representative capacity. You and we further agree that no arbitration or proceeding will be combined with another without the prior written consent of all parties to the affected proceedings.
Severability
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
Modification
We may modify this Agreement from time to time. Notification of changes in this Agreement will be posted on the Service or sent via electronic mail, as we may determine in our sole discretion. If you do not agree to any modifications, you should terminate your use of the Service. Your continued use of the Service now, or following the posting of notice of any changes in this Agreement, will constitute a binding acceptance by you of this Agreement, or any subsequent modifications.
Changes to the Service
Our business will change over time, and we reserve the right to modify, suspend or discontinue any service or any content we offer, in whole or in part, at any time, including the Site, with or without notice and without liability to you.