These Terms of Use (the “Terms”) for Cubspot, Inc. (“Cubspot”, “we”, “us”, or the “Company”) describe the terms and conditions to which you agree when you choose to visit cubspot.com (the “Website”), use the Company’s mobile application (the “Application”) or the various content, features and services provided in connection with the Website and Application (the Website, Application, and associated services are collectively referred to in these Terms as the “Services”), whether or not you register an account with Cubspot. Activity providers that advertise through the Services (collectively “Activity Providers”), and customers who search and/or connect with Activity Providers on the Services (collectively “Customers”), are contracting with Cubspot with respect to their use of the Services. The use of capitalized terms not defined in these Terms shall have the same meaning as defined in Cubspot’s Privacy Policy. Customers, Activity Providers, and all others who visit or use the Services are collectively referred to herein as “Users.”

  1. General rules and definitions
  2. Nature and use of the Services
  3. Content
  4. User generated content
  5. User conduct
  6. Access and availability of service and links
  7. Registration and security
  8. Fees, billing and payments
  9. Indemnity
  10. No Endorsement
  11. Assumption of the risk; Limitation of liability
  12. Communications between Cubspot and Users
  13. Termination
  14. Notice
  15. Privacy
  16. Miscellaneous
  17. Contact Us

1. GENERAL RULES AND DEFINITIONS

If you choose to visit or use the Services, you acknowledge and agree that you have read and understand these Terms and the terms of the Privacy Policy, and are agreeing to abide by all of the terms and conditions herein and therein.

If any of these Terms or any future changes are unacceptable to you, you must stop visiting or using the Services, and, if applicable, cancel your Cubspot account by clicking the “Delete My Account” link in your account. Your continued use of the Services means you accept and agree to be bound by our Terms, including any modifications made to them.

Cubspot may, in its sole discretion, modify these Terms at any time effective upon posting the modified Terms on the Services, with or without additional notice to you. You are responsible for regularly reviewing information posted on the Services to obtain timely notice of such changes, and if you do not agree to the amended terms, you agree to immediately stop using the Services and to provide Cubspot notice to remove you from any profiles, listings, or other communication lists that are available on the Services.

Cubspot may change, suspend or discontinue any aspect of the Services at any time, including the availability of any Services feature, database, or content. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

The Services are intended solely for persons who are 13 years of age or older. Access to or use of the Services by anyone under 18 requires parental consent. Any access to or use of the Services by anyone under 13 is expressly prohibited. By accessing or using the Services you represent and warrant that you are at least 13 years old, and if younger than 18 have parental consent to use the Services.

Should you decide to create an account on the Services with Cubspot, as part of the registration or account creation process, you will create login credentials by selecting a password and providing an e-mail address. You also be required to provide us certain registration information, all of which you represent and warrant will be accurate and current.

Creating an account with Cubspot on the Services shall not convey any rights to the proprietary software or any enhancements or modifications thereto, provided to you in order to access the Services. You may not sublicense, assign or transfer any accounts or licenses granted by us, and any attempt at such sublicense, assignment or transfer shall be null and void.


2. NATURE AND USE OF THE SERVICES

The Services consist of a technology platform by which Customers can connect with Activity Providers, all of whom are third parties not employed by Cubspot. Activity Providers may list their activities, skills, experience, and other information they deem relevant within the Services, and Customers can search among Activity Providers’ listings for a potential match. Cubspot does endorse or guarantee any Activity Providers and does not take part in the interaction between Customers and Activity Providers except to provide this platform for sharing information and to facilitate the processing of payments (via third party processor) on behalf of the Activity Providers and Customers who match through the Services. Cubspot is not a party to any agreements entered into between Customers and Activity Providers.

THE SERVICES AND ALL CONTENT AND MATERIALS THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CUBSPOT EXPRESSLY DISCLAIMS ANY WARRANTY THAT: (A) THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE OR OTHERWISE MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE QUALITY OF ANY ACTIVITIES, SERVICES, OR OTHER PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR PROBLEMS.

THE SERVICES MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR ERRORS. WE MAY MAKE CHANGES TO THE SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY MEMBERSHIPS, SERVICES OR ACTIVITIES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE SERVICES MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE THE SERVICES OR ANY MATERIALS OR CONTENT.

THE USE OF THE SERVICES OR THE ACQUISITION OF ANY SERVICES, ACTIVITIES OR INFORMATION THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR HARM TO YOU OR THOSE FOR WHOM YOU HAVE BOOKED ACTIVITIES, OR TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE SERVICES.

All Users understand and expressly agree that Cubspot has no control over, and makes no representations or warranties regarding the quality, nature, timing, legality, or any other aspects of the activities, lessons, or other services provided by an Activity Provider, or over any actions taken by Customers in signing up for or interacting with Activity Providers, or provided by any other third parties linked to or associated with the Services. Furthermore, Cubspot makes no representations and does not assume any responsibility for the accuracy or reliability of any information provided by any Users. Cubspot does not assume and expressly disclaims any and all liability that may result from the use of any information provided by Users through the Services. Cubspot is not responsible for the conduct, whether online or offline, of any User of the Services, including Activity Providers, their employees, or representatives.

YOU ACKNOWLEDGE THAT CUBSPOT DOES NOT PROVIDE THE ACTIVITIES OR SERVICES LISTED ON THE PLATFORM AND DOES NOT EMPLOY, ENDORSE, OR OTHERWISE MAKE ANY REPRESENTATIONS REGARDING ANY OF THE ACTIVITY PROVIDERS WHO LIST OR HAVE LISTED SERVICES OR EVENTS ON THE SERVICES. CUBSPOT’S SERVICES MAY BE USED BY YOU TO REQUEST AND BOOK ACTIVITIES OR EVENTS WITH ACTIVITY PROVIDERS, BUT YOU AGREE THAT CUBSPOT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES OR EVENTS PROVIDED TO YOU BY ANY ACTIVITY PROVIDERS, OR RELATED TO THE BOOKING OF YOUR ACTIVITIES BY CUSTOMERS, THROUGH THE USE OF OUR PLATFORM, OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

CUBSPOT DOES NOT MAKE ANY GUARANTEES WHATSOEVER WITH RESPECT TO USERS, INCLUDING WITHOUT LIMITATION THE SUITABILITY, SAFETY OR ABILITY OF ACTIVITY PROVIDERS OR THE RESULTS OF ANY ACTIVITIES OR EVENTS PROVIDED BY ACTIVITY PROVIDERS OR THE BEHAVIOR AND INTENTIONS OF ANY CUSTOMERS. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE IF ANOTHER USER WITH WHOM YOU CONNECT WILL MEET YOUR NEEDS AND EXPECTATIONS. CUBSPOT WILL NOT MEDIATE OR PARTICIPATE IN DISPUTES BETWEEN USERS. BY USING CUBSPOT’S PLATFORM, YOU ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO SITUATIONS INVOLVING USERS THAT ARE POTENTIALLY UNSAFE, OFFENSIVE, HARMFUL, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF ACTIVITY PROVIDERS ARRANGED OR SCHEDULED USING THE SERVICES IS AT YOUR OWN RISK AND JUDGEMENT. CUBSPOT SHALL NOT HAVE ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO ANY TRANSACTIONS, INTERACTIONS, OR RELATIONSHIPS BETWEEN USERS.


3. CONTENT

All materials published by Cubspot on the Services are protected by copyright, and, except for content generated by Users (e.g. comments, forum messages, reviews, text, video, audio, and photographs) (collectively, “User Generated Content”), are owned or controlled by Cubspot. Users shall abide by all additional copyright notices, information, or restrictions on information accessed through the Services. The information provided on the Services is protected by copyright pursuant to U.S. and international copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the information on the Services (including software) in whole or in part.


4. USER GENERATED CONTENT

By uploading or otherwise submitting User Generated Content on or through the Services, you agree, represent, and warrant that you shall not upload to, distribute or otherwise publish on the Services any material that is libelous, defamatory, obscene, pornographic, abusive, hateful, harassing, promotes discrimination or bigotry, is fraudulent, false or misleading, infringes the intellectual property rights, moral rights, or right of privacy or publicity of another person or entity, is violent or threatening or promotes violence or threats of violence, or is otherwise inappropriate or illegal or encourages illegal conduct by another.

You acknowledge that any User Generated Content Services may be edited, removed, modified, published, transmitted, and displayed by Cubspot, and you waive any rights you may have regarding material altered or changed in a manner not agreeable to you. User Generated Content may also be included in our RSS feeds, APIs and made available for republishing through other formats.

By submitting or posting content to the Services, you do not assign such content to Cubspot. However, you grant Cubspot a perpetual, nonexclusive, world-wide, royalty free, sub-licensable license to your User Generated Content, which includes without limitation the right for Cubspot, its partners, or any third party it designates, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed, any User Generated Content posted by you on the Services, including any User Generated Content posted on the Services through a third party.

You are solely responsible for the content of your User Generated Content. While Cubspot does not and cannot review all User Generated Content and is not responsible for the content of User Generated Content, Cubspot reserves the right to delete, move, or edit User Generated Content that Cubspot, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright, trademark or other laws, or otherwise unacceptable.

COPYRIGHT POLICY

Cubspot respects the intellectual property of others, and we ask you to do the same. In accordance with the Digital Millennium Copyright Act (the “DMCA”), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Cubspot will respond to claims of copyright infringement committed using the Services that are reported to Cubspot’s Designated Copyright Agent. If you believe that anything in the Services infringes upon any copyright that you own or control, or if are authorized to act on behalf of such copyright owner, you may file a notification of such infringement with our Designated Agent as set forth below.

Designated Agent for Claimed Infringement:

Cubspot
1515 Walnut Street
3rd Floor
Boulder, CO 80302
help@cubspot.com

To notify Cubspot of infringement, contact our Designated Agent for Claimed Infringement and (1) Identify the copyrighted work(s) that you claim have been infringed; (2)Identify the material that you claim is infringing (or to be the subject of infringing activity) and should be removed, and provide information reasonably sufficient to permit us to locate the material, such as a link to page in the Services where such material may be found; (3) Provide your full name, electronic or physical signature, and contact information, including address, telephone number, and email address. In addition, you should include both of the following statements in the body of the Notice:

  • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

  • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

Please note that the foregoing list of information may not be an exhaustive list of your notification requirements under the DMCA. Please see 17 U.S.C. §512(c)(3) and consult with an attorney for more information on the specific requirements of a proper DMCA notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will 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.

In accordance with the DMCA and other applicable laws around the world, Cubspot’s policy is to promptly terminate without notice any User’s access to the Services if that user is determined by Cubspot to be a “repeat infringer.” A repeat infringer includes, without limitation a user who has been notified by Cubspot of infringing activity violations more than twice and/or who has had their User Generated Content removed from the Services more than twice. Cubspot may also at our sole discretion limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Cubspot accommodates and does not interfere with standard technical measures used by intellectual property rights owners to protect their materials.

If you believe that your copyright or other intellectual property rights have been infringed and they are not subject to US law and jurisdiction, then you may contact Cubspot through our Designated Agent above to discuss.


5. USER CONDUCT

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Services you agree that you will not:

  • Violate any local, state, provincial, national, or other law or regulation, or any order of a court;

  • Use the Services for any purposes that are not expressly permitted by these Terms;

  • Infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;

  • Interfere with or damage the Services;

  • Use the Services to transmit, distribute, post, submit or collect any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or financial information;

  • Use the Services for the purposes of distributing unsolicited commercial email or other advertisements except as explicitly allowed for Activity Providers through the Services;

  • Annoy, stalk or harass any other User;

  • Contact another User for any purpose unrelated to the offering or booking of the specific activity or service that led to any connection through the platform;

  • Recruit or otherwise solicit any User to join third-party services or websites that are competitive to Cubspot;

  • Impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

  • Use automated scripts to collect information from or otherwise interact with the Services;

  • As an Activity Provider, submit any activity listing with false or misleading information, or submit any listing with a service or offering that you do not intend to honor;

  • Collect, retrieve or compile data or other content from the Services for purposes outside the scope of connecting with other Users for the purposes intended under the Services an in accordance with these Terms;

  • Use, display, or copy any element of the Services, including without limitation, Cubspot’s name, any trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Services, without Cubspot’s express written consent;

  • Access, tamper with, or use non-public areas of the Services

  • Attempt to breach any security or authentication measures;

  • Avoid or circumvent any technological measure implemented by Cubspot or any of Cubspot’s providers or any other third party (including another user) to protect the Services;

  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; or

  • Encourage or assist any others in doing any of the foregoing.

6. ACCESS AND AVAILABILITY OF SERVICES AND LINKS

The Services may provide links to other Internet sites, resources, and advertisers. Cubspot is not responsible for the availability of these outside sites and resources nor is Cubspot responsible for the content generated or produced by such outside sites and resources.

Cubspot makes no representations regarding the availability of the Services.


7. REGISTRATION AND SECURITY

Cubspot requires that you create an account to use or access the Services beyond general search. We may require that you provide login information such as a username and password to access and utilize your account. As a condition of your use of the Services, you agree to provide Cubspot with true, accurate, current and complete information in the registration forms, and update and maintain the truthfulness, accuracy and completeness of such information. You are responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your username and password.

Cubspot has put in place commercially reasonable physical, technical and administrative controls to protect your private information, but please note that no method of electronic storage is 100% secure and, therefore, Cubspot cannot guarantee the security of User information or content. Any information or content posted or provided through the Services are provided at the User’s risk.

Registration of an account is for a single user only. You may not share your registration login credentials or give your login credentials to anyone else. We may cancel or suspend your access to the Services if you share your login credentials.

Account registration is solely for those Users 18 years of age or older. In the event we discover that you are under the age of 18, we may terminate and delete your account immediately and in our sole discretion.

You are responsible for maintaining the confidentiality of your password. You may not use the login credentials of another person with the intent to impersonate that person; use login credentials in which another person has rights; or use login credentials that we deem offensive, in our sole discretion. Failure to abide by such rules and requirements may result in immediate termination of your account.

You are responsible for all usage or activity on your account, including use of the account by any third party. Fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law enforcement agencies if we deem it necessary. If you know or suspect that there is or has been unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information, please contact us at help@cubspot.com.


8. FEES, BILLING AND PAYMENTS

Payment agreements for services made through use of the Services (“Charges”) are between Customers and Activity Providers exclusively. Cubspot is not, and will not, be a party to any contracts between Customers and Activity Providers. Customers and Activity Providers, and not Cubspot, are solely responsible for honoring any confirmed bookings made through the Services. Customers and Activity Providers acknowledge and agree that they, and not Cubspot, will be responsible for performing the obligations of their agreements, and that, with the exception of its payment obligations hereunder, Cubspot disclaims all liability arising from or related to any such agreements.

Customers and Activity Providers will be required to provide credit card or bank account details to Cubspot, and/or Cubspot’s third party payment processing provider, to facilitate payments or refunds between Customers and Activity Providers, however each Customer agrees that payments made by a Customer to an Activity Provider through the Services shall be considered the same as a payment made directly from a Customers to an Activity Provider. Each Activity Provider understands and agrees that when Cubspot accepts payments from Customers, Cubspot does so as a limited payment collection agent and that Cubspot’s obligation to pay the Activity Provider is subject to and conditional upon successful receipt of such payment from the Customer. Cubspot does not guarantee payments to Activity Providers for amounts that have not been successfully received by Cubspot from Customers. In accepting appointment as the limited authorized agent of an Activity Provider, Cubspot assumes no liability for any acts or omissions of the Activity Provider.

All Customers may be required to agree to go through a verification process to set up their payment accounts, including a preauthorization of credit card or bank account information, which may require a charge and refund of a nominal amount to the credit card or bank account. Upon completion of a booking between a Customers and an Activity Provider, Cubspot will charge the Customer’s applicable credit card or bank account for the full cost of the activity booked or services provided. For any other charges, including but not limited to, enhanced profile fees, membership programs, featured advertisement fees, or other special offerings, charges will be incurred in full at time of purchase.

After Customers have engaged in an activity from an Activity Provider obtained through use of the Services, Cubspot will facilitate payment of the applicable Charges on behalf of the Activity Provider, as such Activity Provider’s limited payment collection agent, using the payment method designated in the Customer’s account, and will send confirmation receipt by email. Payment of the Charges in such manner shall be considered the same as payment made directly between Customers and the Activity Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by Customers are final and non-refundable, unless otherwise determined by Cubspot.

All Charges are due immediately and payment will be facilitated by Cubspot using the payment method designated in the Customer’s account. If a Customer’s primary account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Cubspot may, as the Activity Provider’s limited payment collection agent, use a secondary payment method in the Customer’s account, if available.

Cubspot may from time to time provide certain Users with promotional offers and discounts that may result in different Charges for the same or similar services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.

Cubspot reserves the right, in extenuating circumstances, in Cubspot’s sole discretion, to cancel a confirmed booking made through the Services, to place a hold on hold any payments, deposits, or other expenses made by Customers, or to subsequently refund money already paid to an Activity Provider. All Customers agree that Cubspot will not have any liability for such cancellations or refunds.

Customers and Activity Providers will be liable for any taxes required in connection with the Services. Government tax regulations may require Cubspot to collect tax information from Users, or to withhold taxes from payouts to Activity Providers. Activity Providers are solely responsible for keeping their tax information in current, complete and accurate. If an Activity Provider fails to provide the necessary tax information to Cubspot, Cubspot reserves the right, in its sole discretion, to freeze payouts to the Activity Provider until the necessary information is provided.

In the event of a payment processing error, Cubspot may take steps to rectify the error, including crediting or debiting the same payment method used for the original payment.

In consideration for the use of the Services, Cubspot shall collect a membership fee from Users. Details concerning membership fees can be found by contacting us at help@cubspot.com. At the Company’s sole discretion, from time to time, the Booking Fee may temporarily change (increase or decrease) due to specific incentives offered by Cubspot or Cubspot-driven promotional events or activities.

In addition to membership fees, Cubspot may withhold specific costs incurred from each booking, including credit card processing fees, deposit fees, among other payment-related costs.

All Customers of the Services agree that they will not use the Services to find potential Activity Providers in order to circumvent the obligation to pay fees to Cubspot.


9. INDEMNITY

By using the Services, you agree to indemnify, defend and hold harmless Cubspot, its officers, managers, owners (including shareholders, investors, lenders, and creditors), employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of these Terms by you; (b) the inaccurate or untruthful content or other information provided by you to Cubspot or that you submit, transmit or otherwise make available through the Services; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another, whether online, in the performance of the services performed, or otherwise. Cubspot will have sole control of the defense of any such damage or claim.


10. NO ENDORSEMENT

Cubspot does not endorse any User. Users are required by these Terms to provide accurate information, and although Cubspot may in its sole discretion undertake additional checks and processes designed to help verify or check the identities or backgrounds of all Users, we do not make any representations about, confirm, or endorse any User’s purported identity, background, or qualifications.

Any reference in the Services to a Customer or Activity Provider being “verified” (or similar language) indicate only that the Customer or Activity Provider has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Cubspot about any User, including of the User’s identity and whether the User is trustworthy, safe or suitable. Such descriptions are intended to help you make your own decisions about the identity and suitability of others whom you contact or interact with via the Services. All Users should always exercise due diligence and care when deciding whether to interact with another User. Cubspot is not responsible for any damage or harm resulting from your interactions with any User that were facilitated through the Services.


11. ASSUMPTION OF THE RISK; LIMITATION OF LIABILITY

Customers assume all the risk when communicating and entering agreements through the Services. Such risks include, but are not limited to, all of the risks associated with any online or offline interactions with strangers, and any risks associated with obtaining services and performing physical activities prescribed by an Activity Provider, including all risks of physical or emotional injury.

Users are not covered under Cubspot’s insurance policies. All Users are responsible for their own insurance coverage, and Cubspot highly recommends that all User obtain insurance before performing or receiving any services through the platform. In no event may a User seek coverage under Cubspot’s insurance policies, including without limitation any workers’ compensation policy that Cubspot may maintain for its employees.

All Activity Providers represent and warrant that any facilities provided by the Activity Provider for activities or services will be safe and appropriate for the type of activities being provided, used with permission of the owner of the facility, and that the Activity Provider and facility shall have adequate insurance policies given the nature of the services provided.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CUBSPOT, ITS OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF CUBSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF ANY SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, INFORMATION, OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES; (E) STATEMENTS OR CONDUCT OF ANY USERS, OR OTHER SERVICE PROVIDERS OR OTHER THIRD PARTIES IN CONNECTION WITH OR THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THESE TERMS BY CUBSPOT OR THE FAILURE OF CUBSPOT TO PROVIDE THE SERVICES UNDER THESE TERMS OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY USERS OR OTHER SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). TO THE EXTENT CUBSPOT, ITS OFFICERS, EMPLOYEES AND AGENTS ARE FOUND LIABLE FOR ANY DIRECT DAMAGES RELATED TO THESE TERMS OR THE USE OF THE SERVICES, LIABILITY FOR DAMAGES SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO CUBSPOT DURING THE PAST TWELVE (12) MONTHSIN THE AGGREGATE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OR EXCLUSIONS OF LIABILITY OR DAMAGES ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

BY USING THE SERVICES, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER USERS OR OTHER THIRD PARTIES WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR USERS OR OTHER THIRD PARTIES WHO CAUSED YOU HARM. YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON OR SEEK ANY LEGAL REMEDY FROM CUBSPOT WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.


12. COMMUNICATIONS BETWEEN CUBSPOT AND USERS

Cubspot reserves the right to contact you for general communications and Company updates, as well as to inform you of changes or additions to the Services or these Terms. Cubspot may contact you regarding participation in user surveys, reviews of other Users, feedback on the Services or prospective additions, upgrades or modifications of the Services. This information will be used to improve the Services and better understand our Users, and any information we obtain in such surveys will not be shared with third parties, except in aggregate form.


13. TERMINATION

Cubspot may terminate your privilege to use or access the Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Services and agree not access or make use of, or attempt to use, the Services. Furthermore, you acknowledge that Cubspot reserves the right to take action — technical, legal or otherwise — to block, nullify or deny your ability to access the Services. You understand that Cubspot may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to Cubspot.

All provisions of these Terms which by their nature should survive termination shall survive the termination of your access to the Services, including, without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.


14. NOTICE

By use of the Services, you consent to receive electronic communications from Cubspot (via email or via a posting on the Services), and you agree that any such communications satisfy any legal requirement to make such communications in writing. You also agree that Cubspot may communicate any notices to you under these Terms, through electronic mail, regular mail or posting the notices on the Services. Notices to Cubspot shall be made by sending an email tohelp@cubspot.com.


15. PRIVACY

See Cubspot’s Privacy Policy for information and notices concerning Cubspot’s collection and use of your personal information.


16. MISCELLANEOUS

If you breach any term of these Terms or other agreement with Cubspot, Cubspot may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Cubspot’s remedies are cumulative and not exclusive. Failure of Cubspot to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Terms at any time thereafter. If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Cubspot’s prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent. Users of the Services are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between you and Cubspot as a result of these Terms or use of the Services.

These Terms and other agreements, rules, and policies incorporated by reference to these Terms, including, without limitation, the Privacy Policy, constitutes the entire agreement between you and Cubspot. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Cubspot regarding the subject matter contained in these Terms. Additional terms and conditions may exist between you and third parties, including but not limited to, service providers and others. You represent and warrant that those third party agreements do not interfere with your obligations and duties to Cubspot under these Terms.

These and the relationship between you and Cubspot will be governed by the laws of the State of Colorado, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Colorado and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Cubspot may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Services or these Terms shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

Software available on or through the Services may be subject to United States Export Controls. No software from the Services may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading or using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Although the Services may be accessible worldwide, we make no representation that materials on the Services are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.


17. CONTACT US

If you have any comments or questions regarding these Terms, or wish to report any violation of these Terms, please contact us at help@cubspot.com.