Terms of Service

Welcome to Spill.com. Please read these Terms of Use carefully before using our websites or services.

This end user license agreement (the “Terms of Use”) is between you(referred to hereinafter as “you”, “your,” or “user”) and Spill.com. As used in these Terms of Use, “Spill.com” includes MIVA Inc. and all of its subsidiaries and affiliated entities, and is referred to in these Terms of Use as “we,” “us” and “our.” This Agreement applies to the website at www.Spill.com and any other internet sites on which these Terms of Use are posted (collectively, the “Sites” or "Spill.com Sites"), also to the various services offered at all such Sites, including access to content, data, materials and information, and to any promotion, review, use or display of your Submissions, as definedin Section 4 (collectively, the “Services”).

By using any Spill.com Sites or Services you signify your agreement to these Terms of Use. If you do not agree to these Terms of Use, you may not use this website or the Services. We reserve the right, in our sole discretion, to change, modify, add or delete portions of these Terms of Use at any time in accordance with the procedures set forth below in Section 15.

1. CONSIDERATION

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Sites or Services.

2. CHILDREN

Spill.com Sites and Services are not directed to children under the ageof 13. Spill.com Sites and Services will not knowingly collect personally identifiable information from anyone under 13.
If parents or other concerned adults have any anxieties about Spill.com Sites or Services, please contact us at  support@spill.com.

3. SERVICES & USE RESTRICTIONS

We are committed to providing our users with access to a rich collection of video content and services, including movie clips and reviews, at no cost to the user.

  1. All information, content and materials contained or offered on theSites or through the Services are our copyrighted property or the copyrighted property of our content suppliers, licensors or licensees. All trademarks, service marks, trade names, and trade dress are proprietary to us and/or our content suppliers, licensors or licensees. No information, content or material from any Sites or Services may becopied, reproduced, republished, uploaded, posted, transmitted ordistributed in any way, except that you may download one copy of the information, content or materials on any single computer for your personal, noncommercial home use, provided that: (a) you keep intact all copyright and other proprietary notices, (b) you make no modifications to the information, content or materials provided at the Sites or through the Services, (c) you do not use information, contentor materials from Sites in a manner that suggests an association withany of our products, services or brands, (d) you do not distribute or transfer any information, content or materials from the Sites or Services on any media without Spill.com’s prior written approval, and (e) you otherwise comply in full with these Terms of Use.
  2. The Sites are only for your personal use. You may not use the Sites or Services for commercial purposes or in any way that is unlawful, or harms us or any other person or entity, as determined in our sole discretion.
  3. In the event that you download software from any Spill.com Site, the software, including any files, video or other images incorporated in or generated by the download, and any data accompanying such download (collectively, the “Software”) are licensed to you by us and/or third-party licensors for your personal, noncommercial home use only. We do not transfer title to the Software to you. You may own the medium on which the Software resides, but we or our third-party content providers and/or licensors retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-readable form.

4. SUBMISSIONS

  1. The Sites may now or in the future permit the submission, hosting, sharing and/or publishing of videos or other communications, including message board submissions or reviews, written or otherwise, posted by you and/or other users at Spill.com Sites (collectively “Submissions”).You understand Submissions become published content, free to be collected and used by the public, when posted onto the Spill.com Sites at the direction of anyone using the Sites and such shall not be considered Personal Information subject our Privacy Policy. Whether or not such user Submissions are published, Spill.com does not guarantee any confidentiality with respect to any such Submissions. Additionally, please note that media files uploaded by users to the Spill.com Sites cannot be removed and remain subject to these Terms of Use.
  2. You shall be solely responsible for your own Submissions and the consequences of posting or publishing them. In connection with such Submissions, you affirm, represent, and warrant that: (i) you own orhave the necessary licenses, rights, consents, and permissions to use such content and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in any and all Submissions so to enable inclusion and use of the Submissions in th emanner contemplated by the Sites, Services and these Terms of Use; and (ii) you have the written consent, release, and/or permission of every identifiable individual person used, captured or characterized in the Submission to use the name or likeness of every such identifiable individual person in order to enable inclusion and use of the Submissions in the manner contemplated by the Sites, Services and these Terms of Use.
  3. You retain all of your ownership rights in your Submissions. However, by posting your Submissions with us, you hereby grant Spill.com, including MIVA Inc., a worldwide, perpetual, irrevocable, non-exclusive, sub-licenseable, royalty-free, transferable license touse, reproduce, modify, adapt, publish, translate, distribute and prepare derivative works of, and display and/or perform the Submissionsas we see fit. Such shall include, without limitation, promoting and redistributing part or all of the Submissions (and derivative works thereof) in any media formats and through any media channels. You grant Spill.com the right to use and publish the name that you submit in connection with Submissions. You also hereby grant each user of the Sites and Services a non-exclusive license to access your Submissions through the Sites, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submissions as permitted through the functionality of the Sites and Services under these Terms of Use.
  4. In connection with Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage Spill.com or any third party; (ii) post advertisements or solicitations of business, as solely defined by us, (iii) impersonate another person; (iv) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant all of the license rights granted herein; or (v) submit material thatis unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate.

5. ENDORSEMENT, INFRINGEMENT AND REMOVAL OF CONTENT

  1. We do not endorse any Site content, including Submissions, or any opinion, recommendation, or advice expressed therein, and Spill.com expressly disclaims any and all liability in connection with Submissions and or third party opinions. Furthermore, you understand that when using the Sites, you will be exposed to Submissions and other content from a variety of sources, and that Spill.com is not responsible for the accuracy, appropriateness, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to Submissions and content that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Spill.com with respect thereto, and agree to indemnify and hold Spill.com, its owner/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Sites and Services.
  2. Spill.com does not permit copyright infringing activities or infringement of intellectual property rights on its Sites, and we will remove all content, including Submissions, if properly notified that any such content or Submissions infringe on another’s intellectual property rights. We reserve the right to remove any content, including Submissions, without prior notice. We may also terminate a user’s access to Sites if they are determined to be a "repeat infringer". Arepeat infringer is a user who has been notified of infringing activity more than twice and/or has had a Submission removed from the Website more than twice. We also reserve the right to decide, in our sole discretion, whether content or a Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such Submissions and/or terminate a User’s access for uploading such material at any time, without prior notice and at our sole discretion. Spill.com will also comply with any subpoena or court order and otherwise cooperate with law enforcement officials regarding the identification of any user alleged to be using Sites or Services in violation of the law. Should we deem it appropriate, we reserve the right to preserve a record of any Submissions or content and turn all or any portion thereof over to law enforcement officials.
  3. If you are a copyright owner or an agent thereof and believe that any Sites, Services, Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (”DMCA”) by providing our privacy officer, through customer service, with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to acton behalf of the owner of an exclusive right that is allegedlyinfringed;
(ii) Identification of the copyrighted work claimed tohave been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate,and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

6. CONTENT LINKED TO THIRD PARTIES

When you are on the Sites or using Services you could be directed, via hyperlink, to third party websites that are beyond our control. For example, popup or banner advertisements, search results, and other links from advertisers, sponsors and content partners that may or may not use ads or logo(s) to link to their own sites. You acknowledge that when you click on a link that leaves the Sites, the site you will land on is not controlled by us and different Terms of Use and privacy policies may apply. By clicking on such links you hereby acknowledgethat we are not responsible for those websites or their associated content or services. We reserve the right to disable links from any third-party sites, although we are under no obligation to do so.

7. ELECTRONIC COMMUNICATIONS

When you visit the Sites and register or send e-mails to us, you are communicating with us electronically. By doing so you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

8. LEGAL AND POLICY RESTRICTIONS

  1. You will not submit, post, upload, distribute, or otherwise makeav ailable or transmit any software or other computer files that containa virus or other harmful component, or otherwise impair or damage Sites, Services or any connected network, or otherwise interfere withany person or entity’s use or enjoyment of the Sites and/or Services;
  2. You will not engage in antisocial, disruptive, or destructive acts, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing”as those terms are commonly understood and used on the Internet;
  3. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Sites or Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a convention online web browser. Notwithstanding the foregoing, Spill.com grants the operators of public search engines permission to use spiders to copy materials from the Sites for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials.
  4. You will not delete any legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, or modify any logos that you do not own or have express permission to modify;
  5. You will not engage in (or attempt to engage in) any criminal activity including, without limitation, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing, harassment, theft, and conspiracy to commit any criminal activity.

9. DISCLAIMER

THE SERVICES, INFORMATION, CONTENT AND MATERIALS ON THE SITES OR PROVIDED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN INFORMATION, CONTENT AND MATERIALS ON ANY OF THE SITES OR THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, SUBMISSIONS OR OTHER USER-GENERATED CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OF THE SITES OR THE SERVERS THAT MAKE SUCH INFORMATION, CONTENT AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL ASSOCIATED SERVICING, REPAIR OR CORRECTION NECESSARY. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO ANY OF THE SITES, INCLUDING, WITHOUT LIMITATION, SUBMISSIONS, OTHER USER-GENERATED CONTENT OR ANY THIRD PARTY SITES OR SERVICES LINKED TO OR FROM ANY OF THE SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, SAFETYOR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

WE EXPLICITLY DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR AVAILABILITY OF INFORMATION, CONTENT AND MATERIALS FOUND ON THE WEBSITES THAT LINK TO OR FROM ANY OF OUR SITES. WE CANNOT ENSURE THAT YOU WILL BE SATISFIED WITH ANY PRODUCTS OR SERVICES THATYOU PURCHASE FROM A THIRD PARTY WEBSITE THAT LINKS TO OR FROM ANY OF OUR SITES OR THIRD PARTY INFORMATION, CONTENT OR MATERIALS CONTAINED ONOUR SITES OR THROUGH OUR SERVICES (INCLUDING, WITHOUT LIMITATION, SUBMISSIONS OR OTHER USER-GENERATED CONTENT CONTAINED). WE DO NOT ENDORSE ANY OF THE CONTENT, NOR HAVE WE TAKEN ANY STEPS TO CONFIRM THE ACCURACY, COMPLETENESS OR RELIABILITY OF, ANY OF THE INFORMATION,CONTENT OR MATERIALS CONTAINED ON ANY THIRD PARTY WEBSITE OR IN ANY SUBMISSION. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION, CONTENT OR MATERIALS, (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION) YOU MIGHT BE REQUESTED TO GIVE TO ANY THIRD PARTY. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO (A) INFORMATION, CONTENT AND MATERIALS CONTAINED ON OUR SITES OR PROVIDED THROUGH OUR SERVICES (INCLUDING, WITHOUT LIMITATION, SUBMISSIONS OR OTHER USER-GENERATED CONTENT), (B)THIRD PARTY WEBSITES OR OFFERS PLACED THROUGH THE SITES IN RESPECT TO ANY INFORMATION, CONTENT AND MATERIALS YOU PROVIDE TO SUCH THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION).

10. INDEMNIFICATION

You hereby agree to indemnify, defend, and hold us, our content providers, licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities’respective resellers, distributors, service providers and suppliers,and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the “Indemnified Parties”) harmless from and against any and alllosses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use or claims arising from your account(s). You shall use your best efforts to cooperate with us in thedefense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Should a username or password be necessary for any Services in the future you are entirely responsible for maintaining the confidentiality of your username(s), password(s), and your account(s), as well as all activities that occur under your account(s).

11. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE ANY SERVICES, SITES OR ANY CONTENT,MATERIALS OR FUNCTIONS OFFERED THROUGH ANY SUCH SITES OR SERVICES, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITES OR SERVICES OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SPECIFIED DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITYRELATED TO ANY OF OUR SITES OR SERVICES.

You further acknowledge and agree that neither we, our content providers, licensors, licensees, nor any of the foregoing entities’ respective resellers, distributors, service providers or suppliers are responsible or liable for (a) any incompatibility between the Sites or Services and any other website, browser, service, software or hardware or (b) any delays or failures you may experience with any transmissions or transactions relating to the Sites or Services in an accurate or timely manner.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR THE EXCLUSION, LIMITATION, OR DISCLAIMER LIABILITY FOR THE CERTAIN PROVISIONS SET FORTH IN THESE TERMS OF USE, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.

12. AMENDMENT

We reserve the right, in our sole discretion, to change, modify, add or delete portions of these Terms of Use at any time without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of Spill.com Sites or Services following any amendment of these Terms of Use will signify and constitute your assent to and acceptance of such revised Terms of Use.

13. GENERAL PROVISIONS

By using the Sites and/or Services you agree that:

  1. You will not (a) advertise or sell any products, services orotherwise (whether or not for profit), or solicit others (including, without limitation, solicitations for contributions or donations) or use any Submissions for commercial purposes of any kind;
  2. Under no circumstances shall we, our content providers, licensors, licensees, or any of the foregoing entities’ respective resellers, distributors, service providers and suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an act of "Force Majeure" or causes beyond our or their reasonable control.
  3. To the extent that any Submissions submitted and/or posted by you contain original creative works or recordings, you hereby represent that you are a member of ASCAP, BMI, SESAC or any other applicable performing rights society and that all compositions contained in such Submissions are available for licensing to us directly from such societies. Not withstanding the foregoing, regardless of whether you area member of any performing rights society, you hereby grant us a perpetual, non-exclusive and irrevocable license to use any material contained in such Submissions;
  4. If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
  5. This Agreement shall be constructed and controlled by the laws ofthe State of New York, without regard to its conflict of law provisions. Any dispute arising hereunder will be governed by the laws of the State of New York. You agree to personal jurisdiction by the state and federal courts of the State of New York.
  6. No waiver of any provision of these Terms of Use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
  7. We may immediately terminate these Terms of Use with respect to you (including your access to any and all Sites and Services, or any portion thereof) without cause and without notice to you in our sole discretion. Upon termination, you must cease use of all Sites & Services, destroy all materials obtained therefrom and all copies thereof, whether made under these Terms of Use or otherwise.
  8. The provisions of these Terms of Use, which by their nature should survive the termination of these Terms of Use, shall so survive such termination.
  9. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY SITES OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
  10. Please review our other policies (Privacy Policy). They also govern your visit to the Sites and use of the Services.

14. COOKIES

This website sometimes places "cookies", i.e. small pieces of text consisting of one or more name-value pairs containing bits of information such as user preferences, on a user's computer, via the user's web browser. You have the right to opt out of such use through your browser's settings, which allow you to decide whether or not to accept cookies. In addition, you may opt out of cookies by using either or the following mechamisms:

15. QUESTIONS OR COMMENTS

All questions concerning these Terms of Use shall be directed to Spill.com at the address below. Additionally, if you have comments about Spill.com or other Spill Services, or if you have ideas on how to improve them, please contact customer support.
Spill.com
729 7th Avenue
New York, NY 10019
support@spill.com
Please note that by sharing your ideas, you also grant Spill.com and third parties permission to use and/or incorporate your ideas or comments without further compensation.
Effective Date: October 16, 2007

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