Terms & Conditions

This version of these Terms & Conditions is effective as of 1st October 2014.

1. Scope and Acceptance of these Terms & Conditions

These Terms & Conditions contains the terms of service concerning any of the SpotHot Services referred to below that governs the relationship between (i) Oliotech LLC (hereinafter: “SpotHot Company”, “we” or “us”), with registered office at 4816 Aurora Ave N, Seattle, WA 98103 and (ii) any user of our website, available at www.spothot.com (hereinafter: “Website”), including others who use or interact with our Website, as well as users of the SpotHot application (hereinafter referred to as the “SpotHot App”) (collectively referred to as the “SpotHot Services”).

By using or accessing our Website or any part thereof (including tools, methodologies, etc. made available online or in conjunction with our Website), or utilizing any of the SpotHot Services, you (“You”) agree to the terms contained in these Terms & Conditions, including any terms or policies incorporated herein by reference, which may be modified from time to time in accordance with Article 10 hereof.

These Terms & Conditions do not change the terms or conditions of any other written agreement You may have with us. Please note that only private individuals who are 18 years or old may use the SpotHot Services.

2. Privacy

For information about how we collect, use, and disclose information about users of the SpotHot Services, please see our Privacy Policy made available at http://www.spothot.com/pp.html.

3. Authentication and login

You may be required to register for an account to access certain areas and features of the SpotHot Services. Authentication for and login to any of the SpotHot Services can also be effectuated by using the services of third parties, such as Facebook, Google, or any other authentication services provider that is acknowledged by SpotHot Company. You recognize, acknowledge and accept that You are at all times responsible for maintaining the confidentiality of any and all login and password information You are using in relation to the SpotHot Services, even if such information is also used in connection with other services and service providers, and that You are solely responsible for any and all activities that occur under your account(s), including but not limited to content You are providing and information or services that You are accessing through the SpotHot Services. Furthermore, You agree that You will take appropriate steps in ensuring that no third party has access to any of the SpotHot Services under Your account(s) with SpotHot Company.

4. Providing information to or through SpotHot and sharing information

The SpotHot Services include certain interactive areas that permit You and other users to create and post information or content. This content is publicly viewable. You agree, acknowledge and accept that any disclosure of information or content by way of the use you are making of the SpotHot Services is at your sole responsibility and risk.

5. Intellectual Property Rights

We reserve all rights not expressly granted in these Terms & Conditions. We shall retain any copyright and any other intellectual property rights in any aspect of the SpotHot Services, whether or not presented in connection with or arising out of rendering its services, whether oral or in tangible form, including working papers and software platforms, as well as the methodologies and technologies used therein, and including trademarks, trade names and company names used in connection therewith.

You expressly acknowledge and accept that you will not modify, create derivative works of, decompile or otherwise attempt to extract source code from the SpotHot Services, the tools made available through these SpotHot Services, or any materials developed by SpotHot Company unless you have obtained our express prior written permission, which may be withheld or subject to conditions. Furthermore, You agree that You will not reverse engineer any tools, methodologies, techniques or technologies used in connection with or embedded in the SpotHot Services.

You hereby grant to SpotHot Company, its affiliates, licensees and successors, an irrevocable, perpetual, non- exclusive, transferable, sub-licensable, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute any content or information You create or post through the SpotHot Services, (ii) prepare derivative works of the such content or information or incorporate such content or information into other works, in whole or in part, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created, without any further consents and authorizations from You or any third party being required.

In addition, any suggestions, comments, or other feedback You provide regarding us or the SpotHot Services will constitute our confidential information. We are free to use, disclose, reproduce, license, distribute, and exploit such suggestions, comments, or other feedback as we see fit without obligation or restriction of any kind.

SpotHot Company’s name, trademarks, logos, and any other product, service name, or slogan included in the SpotHot Services are our property and may not be copied, imitated, or used (in whole or in part) without our prior written consent. The look and feel of the SpotHot Services, including all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of SpotHot and may not be copied, imitated, or used (in whole or in part) without our prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the SpotHot Services (“Third Party Trademarks”) are the property of their respective owners, and the use of such Third Party Trademarks inures to the benefit of each owner. The use of such Third Party Trademarks is intended to denote interoperability and does not constitute an affiliation by SpotHot Company and its licensors with such company or an endorsement or approval by such company of SpotHot Company or its licensors or their respective products or services.

Except as expressly noted in these Terms & Conditions, You are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or other proprietary right of ours or any third party.

6. Representations and Warranties; Disclaimers

You agree, represent and warrant that You will at all times:

- comply with these Terms & Conditions, including policies incorporated herein by reference; - comply with any and all applicable laws, regulations and codes of conduct and behaviour that may directly or indirectly apply to any of the SpotHot Services; - comply with any request from any competent authority in relation to Your use of any of the SpotHot Services, whether directly made to You or through SpotHot Company, and participate voluntarily and at Your own expense in any legal proceedings in this respect; - keep your personal information, stored in Your user profile up to date, and ensure that You are providing sufficient means to SpotHot company in order to contact You; - respect any security tools and settings used by SpotHot Company in relation to any SpotHot Service, and that You will not directly or indirectly tamper or otherwise attempt to circumvent or hack any of the SpotHot Services; - maintain true, correct and accurate personal information with SpotHot Company, including in particular Your name;

In addition, You represent and warrant that any content or information You are providing in connection with Your use of the SpotHot Services, or the use You are making of the SpotHot Services, will not infringe or violate the rights of any third party, including but not limited to copyright, moral and image rights, trademark, patent, or any other intellectual property or other proprietary right.

Furthermore, You represent and warrant that You will not:

- rent, lease, lend, sell, sublicense, or create derivative works of the SpotHot Services; - share or solicit any password or login information used in connection with the SpotHot Services, or solicit money, credit card, or other proprietary and/or confidential information; - provide any false, misleading, inaccurate or not updated information to SpotHot Company, including false personal information, and will not use the account information of a third party for providing to or exchanging information with SpotHot Company; - submit inappropriate or potentially harmful information or content to SpotHot Company, including but not limited to viruses or other malicious code; - submit, process, link to or otherwise provide any information that is or can be considered unlawful, fraudulent, misleading, malicious, defamatory, libelous or discriminatory, all in the largest sense of the word, including instructional information about such illegal activities; - use the SpotHot Services for an unlawful purpose, contrary to public policy or morality, for offensive purposes, to infringe upon the intellectual property rights of any third party (including but not limited to copyright, moral rights, image rights, etc.), to mislead the public and/or contrary to good and fair business practices, or link to any such activities; - harrass, intimidate, link to or disseminate any information from other persons that could be considered libelous or damage such other person’s reputation; - knowingly use the SpotHot Services in violation of any applicable laws or regulations, including the interests of any third party; - use the SpotHot Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the SpotHot Services or that could damage, disable, overburden, or impair the functioning of the SpotHot Services; - use the SpotHot Services to build a competitive product or service, or copy any features or functions of the SpotHot Services; - use SpotHot Services to advertise other products, impersonate or otherwise misrepresent affiliation with or endorsement by any third party where such affiliation or endorsement would not exist; or - cause or permit any third party to do any of the foregoing.

If You do not comply with these Terms & Conditions, You expressly acknowledge and agree that the SpotHot Company shall be entitled to permanently or temporarily suspend or terminate your account and/or access and use of any of the SpotHot Services. You expressly acknowledge and accept that SpotHot Company cannot not be held liable or responsible for any damanges of whatever kind resulting from such permanent or temporary suspension or termination.

You expressly agree and accept that SpotHot Company is entitled to audit (or allow one or more third parties appointed by SpotHot Company for performing such audit) Your compliance with the terms and conditions of these Terms & Conditions, as stated below.

SpotHot Company does not provide any representation or warranty as regards the operation, suitability, or fitness for a particular use or purpose of any of the SpotHot Services or any and all tools made available through such SpotHot Services, including but not limited to any third party services or tools used by You in connection herewith.

Furthermore, although SpotHot Company undertakes reasonable efforts to keep the SpotHot Services, including information provided on or through such services, safe and secure, SpotHot Company does not guarantee that (i) these services will at all times be error- or virus-free, (ii) any content provided or transmitted by using the SpotHot Services by a user or third party will not be infringing any proprietary or moral rights of any party or contrary to the terms laid down herein, will be true and accurate, or endorsed by the SpotHot Company. Furthermore, SpotHot Company does not guarantee at any time that any of the SpotHot Services will not undergo any temporary or permanent modification or will continue in perpetuity; SpotHot Company shall at all times be entitled (but not obliged) to change, amend, improve, or reduce any of the SpotHot Services with or without notice to You.

In certain cases, SpotHot Company may display via the SpotHot Services content provided by third parties, for promotional or educational purposes, based on Your user profile and use You are making of the SpotHot Services.

NOTWITHSTANDING THE FACT THAT THIS INFORMATION WILL BE PROVIDED THROUGH THE SPOTHOT SERVICES, SPOTHOT COMPANY DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT SO PROVIDED, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY SUCH THIRD PARTY THROUGH THE SPOTHOT SERVICES. UNDER NO CIRCUMSTANCES WILL SPOTHOT COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN CONNECTION WITH THE SPOTHOT SERVICE, SUBMITTED OR PROVIDED TO OR BY ANY USER OF ANY SPOTHOT SERVICE.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE SPOTHOT SERVICES WILL BE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SPOTHOT COMPANY GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN OR SERVICES RENDERED THEREUNDER, IN PARTICULAR IF THESE ARE PROVIDED BY THIRD PARTIES), INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPOTHOT COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE PERMANENTLY AVAILABLE, UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED.

7. Limitation of Liability

IN NO EVENT WILL THE SPOTHOT COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACH OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF SPOTHOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THIS TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. IN ANY CASE, THE SPOTHOT COMPANY CAN ONLY BE HELD LIABLE WHEN ITS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE IS FINALLY DETERMINED BY THE COURTS REFERRED TO BELOW.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SPOTHOT COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SPOTHOT COMPANY FOR BEING AN AUTHORIZED USER USING THE SPOTHOT SERVICES. YOU EXPRESSLY AGREE AND ACCEPT THAT THE SPOTHOT COMPANY CANNOT BE HELD LIABLE FOR HIGHER OR OTHER DAMAGES.

8. Indemnity and Hold Harmless

You agree to unconditionally and irrevocably indemnify and hold SpotHot Company, its subsidiaries, and affiliates, and its and their officers, agents, partners and employees, as well as other users of the SpotHot Services harmless from any costs, loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of Your breach of or failure to comply with this Agreement (including any breach of Your representations and warranties contained herein), any use You are making of any of the SpotHot Services, as well as any actions, content or information You provide in connection with the SpotHot Services, including the violation of any law or regulation by You or on Your behalf. SpotHot Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate at Your own costs and expenses with SpotHot Company in connection therewith.

For the purposes of this Article, the term “SpotHot Company” shall also refer to its shareholders, directors, employees, members, subcontractors, agents, and their respective directors, agents and employees.

9. Compliance

The SpotHot Company has the right, but not the obligation, to monitor the use You and other users are making of any of the SpotHot Services, including but not limited to any content that is provided, transmitted or stored in connection therewith. In any case, the SpotHot Company shall be authorized to delete, suspend or cancel, in whole or in part, any content or access to any SpotHot Service if it is of the opinion that such content or use are not in compliance with the Representations and Warranties stated herein, could cause damage to the reputation of the SpotHot Company, another user or third party, or violate these Terms & Conditions. The SpotHot Company shall be entitled at all times to investigate, take legal action, prosecute, and/or report to governmental authorities any use that is considered to be illegal or infringing upon the rights or damage the reputation of a third party.

10. Changes to these Terms & Conditions

The SpotHot Company may revise these Terms & Conditions from time to time. The most current version of these Terms & Conditions will always be at (www.spothot.com). By continuing to access or use the SpotHot Services after those changes become effective, you agree to be bound by these Terms & Conditions. Therefore, You should review these Terms & Conditions whenever You access the SpotHot Services to make sure that You understand the terms and conditions that will apply to Your use of the SpotHot Services.

11. Notices

Any notice given by You or Us in connection with any of the SpotHot Services shall be in electronic format, by email to: (i) if given to You, the most recent email address you have provided in connection with your profile information, and (ii) if given to Us, at legal@spothot.com.

In so far and to the extent applicable mandatory laws require a notice to be given in hardcopy format (registered letter, by a bailiff, etc.), such notice shall be given to (i) if given to You, the contact information provided by You in connection with your profile information, or any other contact information that can be retrieved by utilising Your account information, or (ii) if given to Us, at 4816 Aurora Ave N, Seattle, WA 98103, USA.

12. General Provisions

Unless expressly provided for otherwise herein, You may not assign any right or obligation hereunder without the prior written consent of the SpotHot Company. The SpotHot Company shall be entitled to assign any and all rights and obligations to a third party by notifying You, but You agree that Your consent shall not be required for any such transfer if the services that will be rendered by the transferee are substantially similar to the SpotHot Services rendered by SpotHot Company at the time of transfer. These Terms & Conditions shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.

If any provision of these Terms & Conditions is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from these Terms & Conditions, while the remainder of them will continue in full force and effect.

No waiver of any right under these Terms & Conditions shall be deemed effective unless contained in writing and signed by the party charged with such waiver, and no waiver of any right shall be deemed to be a waiver of any future right or any other right arising under these Terms & Conditions. All rights, remedies, undertakings, obligations and agreements contained in these Terms & Conditions shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation or agreement. Headings of sections are for convenience only and will not be used to limit or construe such sections.

13. Dispute Resolution and Jurisdiction

The laws of the State of Washington, USA apply to these Terms & Conditions, including any dispute, controversy or claim between You and SpotHot Company, without regard to the principles of conflicts of law.

Only the federal or state courts located in the King County, Washington, USA, shall be the exclusive venue to resolve any controversy, dispute or claim arising out of or relating to these Terms & Conditions and/or Your use of any of the SpotHot Services. You hereby irrevocably and unconditionally consent to the jurisdiction of these courts for these purposes.

14. Copyright Policy In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, subscribers or account holders who are deemed to be repeat infringers. We may also at its sole discretion limit access to the SpotHot Services or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

If You believe that anything on the SpotHot Services infringes upon any copyright that You own or control, You may file a notification with our Designated Agent.

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If You knowingly misrepresent in Your notification that the material or activity is infringing, You may be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

15. Contact Us If You have any questions or comments regarding the use of the SpotHot Service, please contact us at info@spothot.com