The Spin Terms of Service

Last Updated: April 3, 2018

Welcome and thank you for your interest in Spin. The following Terms of Use, and any additional terms incorporated by reference herein (collectively, the “Terms”), govern your access and use of the services available through our web site located at http://spin.pm (the “Site”), any third party platforms and services approved by Spin (eg., Facebook, Google, etc.) (“Third Party Sites”), and our proprietary software application accessible via a mobile device (the “App”) (the Site, the App, and any access through Third Party Sites are, collectively, the “Services”). The terms “we,” “our” and “Spin” refer to Skinny Labs Inc. The terms “member”, “you” and “your” refer to the user (including users who have registered for an account) visiting the Site and/or using the Services. “Services” means the Spin services as described in the App and made available through the Site or the Apps.

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY, AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND SPIN. BY REGISTERING FOR, ACCESSING, AND/OR OTHERWISE USING THE SITE OR SERVICES IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING ANY FUTURE MODIFICATIONS, AND ALL POLICIES OF THE SITE ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE – AND ARE NOT AUTHORIZED TO USE – THE SERVICES.

The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not intended for individuals under the age of 18. If you do not qualify for the services, please do not attempt to register for or use the services.

1. GENERAL

1.1. Consideration. You understand and agree that these Terms are entered into in consideration of your use of the Services and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

1.2. Changes to these Terms. The Site, App, and other portions of the Services are owned and operated by Spin. Spin reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on the Site, App, or on or within the Service. Any revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. You should visit this page regularly to ensure your continued acceptance of these Terms. Your continued use of the Services after any revision to these Terms constitutes your binding acceptance of the revised Terms. Notwithstanding the preceding sentences of this Section 1.2, no revisions to these Terms will apply to any dispute between you and Spin that arose prior to the date of such revision.

1.3. Evolving Nature of Services. The Services are new and subject to change at any time. We are continually looking to improve the Services but if you are at any time dissatisfied with the Services, then your sole remedy is to discontinue use of the Services. However, we do want to hear from our users so do not hesitate to send us an email at hello@spin.pm to let us know what you think.

2. USE OF THE SERVICES

Spin may provide the Services through the App, Site, Third Party Sites, and any other media or channels now known or hereafter developed. The Services may require that you agree to additional terms and conditions in order to use the Services, including those contained in the Membership Agreement and those of Third Party Sites. Any terms and conditions required by Spin for use of any portion of the Services offered by Spin (but not those of any Third Party Site) will, unless otherwise expressly stated in such terms, supersede these Terms in the event of a conflict only as to the services with respect to which those terms relate. Such additional terms and conditions (but not those of any Third Party Site), are hereby incorporated into and made a part of these Terms by reference. You may also be subject to the terms of use of any Third Party Sites and you are solely responsible for your acceptance of and compliance with such terms. You should review the terms of use and privacy policies of Third Party Sites before using such Third Party Sites.

You are responsible for obtaining at your own expense all equipment and services needed to access the Services, including but not limited to a mobile device that is compatible with the App. If you are accessing the Services by a mobile device, your wireless carrier may charge you fees for data, text messaging, and other wireless access or communications services. We do not guarantee that our mobile Services can be accessed through all wireless devices or service plans or are available in all geographical locations.

3. CHILDREN

The Services are not intended for persons under 18, including children under the age of 13. By using the Services, you affirm that you are at least 18 years of age. If you are under the age of 18, you must not use or access the Services.

4. SERVICE SECURITY

4.1. Personal Security. Be smart when using the Services or any Third Party Sites. You should not disclose personal information to strangers that would enable them to locate you offline. This means you should not give out your name, address, place of employment, school, etc., while communicating with other users of the Services.

4.2. Service Security. You are prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your privilege to use the Services, at Spin’s sole discretion. Spin reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Services.

5. MATERIALS SUBMITTED TO THE SERVICES; LICENSE GRANT FROM YOU TO SPIN

5.1. User Content. This section governs any material that you upload or transmit to or through the Services including, without limitation, comments, messages, photographs, or any other form of copyrighted material (collectively, “User Content”). You are solely responsible for all User Content you submit to or through the Services. You agree, represent, and warrant that i) any User Content you upload or transmit to or through the Services is truthful, accurate, not misleading, and offered in good faith, ii) you have all rights, licenses, permissions, and authorizations necessary to upload or transmit the User Content to the Services and grant the rights to the User Content as set forth in these Terms, and iii) the Use of such User Content in a manner consistent with these Terms will not (a) infringe the rights of any third party, including copyright, trademark, patent and other intellectual property rights or other protected rights, such as the rights of privacy or publicity, or (b) require Spin or any Third Party Site on or through which the Services are made available to pay any fees of any kind to any third party. We have the right, but not the obligation, to monitor, review, access, and remove any or all of your User Content from the Services at our sole discretion.

5.2. License Grants. You retain ownership of any User Content you provide to the Services. Except as expressly provided in Spin’s Privacy Policy at http://spin.pm/privacy, you hereby grant Spin an unrestricted, perpetual, assignable, sublicensable, revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, make available, publicly perform (including by means of digital audio transmissions) on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use”) all User Content you upload to or through the Services in any media or technology now existing or developed in the future; to advertise, market, and promote your User Content, Spin, and the Services, with your name, image, voice, likeness, and/or any photographs or artwork made available by or on your behalf through the Services; and to sublicense any User Content, in each of the foregoing instances, in Spin’s sole discretion.

5.3. Reporting of User Content. If you locate any User Content on or through the Services that you find offensive or objectionable, or if you believe any User Content is infringing of your intellectual property rights, please report such User Content to Spin by sending an email to hi@spin.pm. Spin reserves the sole right, but not obligation, to remove any message that it deems inappropriate in its sole discretion and without any liability to you.

6. REGISTRATION

6.1. Log In Credentials. In order to use some of the Services you will have to register for an account on the Services or log in using your Facebook credentials and agree to additional terms and conditions included in the Membership Agreement. When registering you may be required to provide Spin with certain personal information, which may include your name, birth date, email address, and, in some cases, payment information. This information will be held and used in accordance with Spin’s Privacy Policy. You are responsible for maintaining the confidentiality of your log-in credentials in order to use the Services, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify Spin immediately of any unauthorized use of your log-in credentials or any other breach of security with respect to your account. Spin will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Spin of such unauthorized use or loss of your credentials. You understand that on certain Spin websites or Third Party Sites your user name and profile picture may be publicly available and that search engines may index your name and profile photo.

6.2. Accuracy of Information. You agree to provide true, accurate, current, and complete information about yourself as requested in any registration forms required by Spin. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. If messages sent to an email address provided by you are returned as undeliverable, Spin reserves the right to terminate your account immediately with or without notice to you and without any liability to you or any third party.

6.3. Invitation Service. Spin may offer an invitation service to tell a friend about the Services. If you choose to use our invitation service, we may ask you for information needed to send the invitation, such as your friend’s email address. We may also offer you the opportunity to invite your friend via third party services such as Facebook or Twitter. We will automatically send your friend an email inviting him or her to try the Service. By providing email addresses of non-Users, you represent that you have the right to do so and that such information may also be provided to the third party service that you have designated to contact the non-User. We store and use this information to send this invitation, to register a friend if your invitation is accepted, and to track the success of our invitation service. Your friend may contact us at hi@spin.pm to request that we remove this information from our database.

7. OTHER PROHIBITED ACTIVITIES

7.1. In using the Services, you agree not to:
a) Upload or otherwise transmit to or through the Services any information that is unlawful, harmful, harassing, defamatory, libelous, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind or information that contains a link to such objectionable material;
b) Attempt to, or harass, abuse, or harm or advocate or incite harassment, abuse or harm of another person or group, including Spin employees;
c) Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise);
d) Create a false identify or impersonate another person or entity in any way;
e) Solicit or attempt to solicit personal information from other users of the Services;
f) Restrict, discourage or inhibit any person from using the Services, disclose personal information about a third person on the Services or obtained from the Services without the consent of such person or collect information about users of the Services;
g) Use the Service, without Spin’s express written consent, for any commercial purpose, including, communicating or facilitating any commercial advertisement or solicitation;
h) Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Services or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the authorized features of the Services, or by law, or otherwise attempt to use or access any portion of the Services other than as intended by Spin;
i) Gain unauthorized access to the Services, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Services;
j) Reproduce, distribute, publicly display, publicly perform, sell, trade, resell or exploit any portion of the Services, use of the Services, access to the Services or content obtained through the Services, for any purpose other than expressly permitted by these Terms, including, by way of example and not limitation, by doing or engaging in any of the following without Spin’s express written consent:
i. framing, embedding and/or passing off User Content obtained from the Services in such a manner as to present them as originating from a source other than the Services;
ii. copying, caching or reformatting any User Content for commercial purposes in any manner whatsoever, whether by copying to physical or electronic media for purposes of buffering delivery or converting transmissions from the Service to alternative delivery formats;
iii. altering, defacing, mutilating or otherwise bypassing any approved software through which the Services are made available; and
iv. using any trademarks, service marks, design marks, logos, photographs or other content belonging to Spin or obtained from the Services.
k) Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or communications equipment and computers connected to the Services;
l) Remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of any part of the Services or any content on the Services, or features that enforce limitations on the use of the Services or any content on the Services;
m) Use any scraper, spider, cheats, exploits, robots or other automated means of any kind to access, modify or interfere with the Services, or harvest or manipulate data, except and solely to the extent permitted by these Terms and the features of the Services, deep-link to any feature or content on the Services, bypass any robot exclusion headers or other measures we may use to prevent or restrict access to the Services;
n) Interfere with or disrupt the Services, networks or servers connected to the Services or violate the regulations, policies or procedures of such networks or servers;
o) Violate any applicable federal, state or local laws or regulations or these Terms; or
p) Assist or permit any persons in engaging in any of the activities described above.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Generally. The content made available on or through the Services, including without limitation, any text, software, graphics, photos, sounds, music, videos and interactive features, but excluding User Content, may be protected by copyright or other intellectual property rights and owned by Spin or third party licensors of Spin. No material made available on or through the Services may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without written permission of the copyright owner. Modification of materials obtained from the Services, including, but not limited to, User Content, for any other purpose, including, without limitation, any commercial purpose, is a violation of the copyrights and other proprietary rights of Spin or its licensors, unless you have obtained express written authorization to the contrary. All design rights, databases and compilations and other intellectual property rights, in each case whether registered or unregistered, and related goodwill are proprietary to Spin.

8.2. Trademarks. All trademarks, service marks, logos and trade names on the Services, whether registered or unregistered, are proprietary to Spin or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.

8.3. No Implied Rights. There are no implied licenses granted in these Terms.

8.4. Feedback. You agree that Spin shall acquire, and you hereby grant and otherwise transfer to Spin, any and all right, title, and interest in and to any actual or suggested modifications, design changes, improvements, and other information regarding the features and performance of the Services you offer (“Feedback”) to Spin, without the payment of additional consideration.

9. LINKS TO THIRD PARTY SITES

As you use the Services you may notice links to Third Party Sites. These links are for convenience only. If you use these links, you will leave the Services. Certain of these Third Party Sites may make use of Spin’s proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from Spin. Spin is not responsible for the availability or content of these Third Party Sites or for any viruses or other damaging elements encountered in linking to a Third Party Site, whether or not Spin is affiliated with the owners of such Third Party Sites. In addition, the provisioning of these links to Third Party Sites is not an endorsement or approval by Spin of the organizations sponsoring such Third Party Sites or their products or services. These Terms do not apply to Third Party Sites, and you should review applicable terms and policies, including any relevant privacy policies, associated with any Third Party Sites, applications, software or services.

YOU AGREE THAT SPIN WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS YOU MAY HAVE ON OR THROUGH A THIRD PARTY SITE OR AS THE RESULT OF THE PRESENCE OF ANY THIRD PARTY ADVERTISING ON THE SERVICES.

10. INDEMNITY

You agree to indemnify, defend, and hold harmless Spin and its parent, subsidiaries, affiliates, investors, sublicensees or any related companies, licensors and suppliers, and their respective directors, officers, employees, agents, representatives, contractors, and assigns, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, attorneys’ fees and court costs) arising from or in any way related to: (1) your use or misuse of the Services; (2) your User Content, including Spin’s or any user’s Use of your User Content consistent with these Terms; (3) your breach or other violation of these Terms, including any representations, warranties and covenants herein; or (4) your violation of the rights of any other person or entity, including, but not limited to, claims that any User Content infringes or violates any third-party intellectual property rights or other proprietary rights. Notwithstanding the foregoing, Spin reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Spin if Spin, in its reasonable discretion, concludes that you are not adequately protecting Spin’s interests or are incapable of protecting Spin’s interests, and you agree to cooperate with Spin’s defense of these claims. You agree not to settle any matter without the prior written consent from Spin. Spin will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11. DISCLAIMERS

THE SERVICES, USER CONTENT, AND ANY THIRD PARTY CONTENT, SOFTWARE OR APPS MADE AVAILABLE ON OR THROUGH OR IN RELATION TO THE SERVICES, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPIN AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Spin, AN EMPLOYEE OR REPRESENTATIVE OF SPIN OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SPIN AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF, OR ANY PRODUCTS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICES OR ANY ASSOCIATED SITES OR APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

12. LIMITATION OF LIABILITY

IN NO EVENT WILL SPIN OR ITS OFFICERS, DIRECTORS, LICENSORS OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICES; (2) ANY PRODUCTS ADVERTISED, PROMOTED OR DISPLAYED ON THE SERVICES; AND (3) CONTENT MADE AVAILABLE THROUGH THE SERVICES, IN EACH INSTANCE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF Spin OR ITS LICENSORS OR SUPPLIERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SPIN OR ITS LICENSORS OR SUPPLIERS BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY YOU THAT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES YOU HAVE PAID SPIN IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

13. LIMITATIONS; BASIS OF THE BARGAIN

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SPIN, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SPIN, SPIN'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT SPIN WOULD NOT BE ABLE TO OFFER THE SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.

14. TERM AND TERMINATION

14.1. Term. These Terms, as amended, will be effective commencing with your first use, pre-registration or registration of the Services and will remain in full force and effect throughout your use of the Services.

14.2. Termination by Spin. Spin may terminate your use of the Services or any of our features or services at any time and for any reason, with or without notice, for conduct violating these Terms or upon Spin’s sole determination. You hereby agree to Spin’s broad right of termination. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefor.

14.3. Termination by You. You are free to terminate your use of the Services at any time. You can simply choose to stop visiting or using any aspect of the Services. If you wish to terminate your account on the Services, you may do so by sending an email to hi@spin.pm or using any other account termination functionality that may be offered through the Services.

15. PRIVACY

Use of the Services is governed by Spin’s Privacy Policy at http://spin.pm/privacy, which policy is hereby incorporated into these Terms by reference.

16. JURISDICTIONAL ISSUES

The Site and the Services are controlled and operated by Spin from its offices within the State of California. Spin makes no representation that materials on the Services are appropriate or available for use in other locations. Those who choose to access or use the Services from other locations, including from outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Services from jurisdictions where the contents or practices of the Services are illegal, unauthorized or penalized is strictly prohibited.

17. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENTS

17.1.1 If you are a copyright owner or an agent thereof, and you believe that any content posted on the Site or App infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA“) by providing our Designated Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

17.1.1 A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

17.1.2 Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site or App are covered by a single notification, a representative list of such works at the Site or App;

17.1.3 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 Spin to locate the material;

17.1.4 Information reasonably sufficient to permit Spin to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

17.1.5 A statement that the complaining party has 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

17.1.6 A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

17.2 The Spin Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Copyright Agent at Skinny Labs Inc., 548 Market St #53726, San Francisco, CA, or by email at: hi@spin.pm. For clarity, only DMCA notices should go to the Spin Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Spin customer service. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.

18. CHOICE OF LAW; VENUE

Any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by the federal laws of the United States and the laws of the State of California, USA for all claims, without regard to or application of choice of laws, rules or principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts in California, USA, for all claims and both parties expressly waive any objections or defense based upon lack of personal jurisdiction or venue.

19. MISCELLANEOUS

19.1. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Spin to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

19.2. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

19.3. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Spin without restriction. Any assignment attempted to be made by you in violation of these Terms shall be void. These Terms will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.

19.4. No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Spin as a result of these Terms or use of the Services.

19.5. Survival. The provisions of these Terms that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms, including, but not limited to, Sections 4 (Service Security), 5 (Materials Submitted to the Services; License Grant from you to Spin), 7 (Other Prohibited Activities), 8 (Intellectual Property Rights), 9 (Links to Third Party Sites), 10 (Indemnity), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Limitations; Basis of the Bargain), 15 (Privacy), 17 (Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements), 18 (Dispute Resolution), 19 (Miscellaneous), 20 (Services).

19.6. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

19.7. Entire Agreement. This is the entire agreement between you and Spin relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by Spin as authorized in these Terms.

19.8. Disclosures. The services hereunder are offered by Skinny Labs Inc. located at 165 South Park St, San Francisco, CA 94107. You may contact us by sending correspondence to the foregoing address or by emailing us at hello@spin.pm. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.

20. SERVICES

20.1 Eligibility To be eligible for the Services, the Member must:

a) Own or control a mobile device that is compatible with the Apps and Spin vehicles. Member is responsible for obtaining at its own expense all equipment and services needed to access the Services via such mobile device. Member understands that its wireless carrier may charge it certain fees for data, text messaging, and other wireless access or communications services. Spin does not guarantee that the Apps can be accessed through all wireless devices or service plans or are available in all geographical locations.

b) Be at least 18 years old.

c) To the extent permitted by law, agree to allow Spin to track Member’s movements whenever the App is running on Member’s mobile device. The use and collection of such information will be governed by Spin’ Privacy Policy.

20.2 Fees. The Member agrees to pay to Spin charges and fees, in accordance to that presented in the App.

20.3 No Refunds. All costs and fees are final and nonrefundable.

20.4 Method of Payment. Member shall pay all fees and costs incurred when due. Member agrees that Spin may charge Member’s selected payment method for any such payments. Spin accepts payments through payment methods detailed on the applicable payment screen, which may include various credit cards, Stripe, Square, and PayPal. Member may be asked to provide Spin with a credit card number from a card issuer that Spin accepts in order to activate and/or pay for any fees related to the Services.

20.5 Pre-Authorization. Spin may seek pre-authorization of Member’s credit card account prior to a fee or cost becoming due to verify the credit card is valid and/or has the necessary funds or credit available to cover such fees or costs. Such pre-authorization may be in an amount up to the full replacement cost of a Spin Bike. These pre-authorizations will reduce Member’s available balance by the authorization amount until it is released or reconciled with the actual charge. Member should contact its card issuer if it has additional questions regarding when an authorization amount will be removed from a statement. Charges occur within a reasonable time of the transaction or shortly thereafter, and multiple charges during the same period may be aggregated together. Spin does not accept payment forms other than those specified on the applicable payment screen.

20.6 Taxes. Member is responsible for paying any governmental taxes imposed on Member’s use of the Services, including, but not limited to, sales, use or value-added taxes. To the extent Spin is obligated to collect such taxes, the applicable tax will be added to Member’s bill.

20.7 Disputed Charges. MEMBER AGREES TO SUBMIT ANY DISPUTES REGARDING ANY CHARGE TO MEMBER IN WRITING TO SPIN WITHIN 30 DAYS OF SUCH CHARGE, OTHERWISE SUCH DISPUTE WILL BE WAIVED AND SUCH CHARGE WILL BE FINAL AND NOT SUBJECT TO CHALLENGE.

20.8 Delinquent Accounts. Any Member Account which is delinquent will be suspended or terminated solely at Spin’ discretion. Any credit card which is rejected may result in suspension or termination of Member solely at Spin’ discretion. The Member must notify Spin in the event of the credit card on record being changed, expiring, or being no longer valid and replace it with a valid credit card. Spin may seek third party assistance with unpaid or delinquent accounts if the Member does not pay outstanding charges.

20.9 Penalties. In addition to all its other rights and recourses set out in the Terms, Spin reserves the right to impose service fees on the Member, in case of non-observance by the Member of any provision of this Agreement, in the manner and amounts specified in the Terms.

20.10 Choice of Law; Venue. Any dispute arising out of or relating to this Terms or the breach thereof shall be governed by the federal laws of the United States and the laws of the State of California, USA for all claims, without regard to or application of choice of laws, rules or principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts in California, USA, for all claims and both parties expressly waive any objections or defense based upon lack of personal jurisdiction or venue. The prevailing party to such dispute shall be entitled to recover its reasonable costs incurred in prosecuting or defending against such dispute, including its reasonable attorneys’ fees and experts’ fees.

20.11 Data Breach Notification. Notwithstanding Member’s determination to opt-out of receiving electronic messages or cease use of the Services, Member agrees that in the event an incident occurs in which a third party obtains unauthorized access to Member’s personal data provided to Spin, Member agrees that should Spin become legally obligated to provide notice of such unauthorized access Spin may provide such notice to Member electronically by using the email address or mobile telephone number provided by Member.

20.12 Force Majeure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, a significant failure of the Internet, fire, flood, acts of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, or civil or military authority.

20.13 Reporting of Accidents and Cooperation. If, while Member is in possession of a Spin Bike, the Spin Bike is involved in an incident that results in injury or damage to a third party or third party property, Member must, as soon as possible, but in any event within 1 hour, notify 911 (if appropriate), contact the police and fill out an official police report, contact Spin immediately and provide the following information to Spin:
Member must not, without Spin’ prior written consent, make or give any offer, promise of payment, settlement, waiver, release, indemnity, or admission of liability in relation to the incident.

In the event of injury or damage to a Spin Bike, a third party or third party property, Member agrees to cooperate fully with Spin’ investigation of such event and the defense of any resulting claim or litigation.

Member agrees that Spin or its insurer may at its own cost bring, defend, enforce, or settle any legal proceeding against a third party in Member’s name in relation to the incident.

20.14 Damages. Member is responsible for any damage caused to Spin’ property during the entire time a Member is responsible for a Spin Bike if such damage is determined to be the fault of Member or not otherwise attributed to a third party. Member is responsible for the full cost of any damage caused to a third party or a third party’s property during the entire time a Member is responsible for a Spin Bike if such damage is determined to be the fault of Member or not otherwise attributed to a third party.

20.15 Who May Operate a Spin Bike.

Only Members in good standing may operate a Spin Bike. Non-Members are expressly prohibited from operating a Spin Bike. Subletting or re-letting of the Spin Bike to another person, even to another Member, is expressly prohibited.

Only persons over the age of 18 may become a Member and may operate a Spin Bike.
Persons over 250 pounds may not operate a Spin Bike, as such weight exceeds the maximum weight limit for a Spin Bike.

Only one person may ride a Spin Bike at a time, which may carry one passenger in addition to the driver.

20.16 Prohibited Uses. Spin Bikes shall not be used as follows:

To carry a passenger;

To propel or tow any vehicle, trailer, or other object;

To “lane split” in moving traffic – riding between lanes of traffic or lanes of traffic and parking in order to pass other vehicles while those vehicles are also moving;

To transport animals of any kind or nature, living or otherwise;

During a race, competition or to perform tricks;

For the primary purpose of transporting people or operating a taxi service;

By a Member while under the influence of drugs or alcohol;

During the commission of a crime or other illegal activity;

In a negligent or abusive manner or for any use outside the scope of a Spin Bike’s intended purpose (violating a traffic law, or receiving a ticket in an accident is not automatically a violation of this provision, but may be an indication that a violation of this provision has occurred);

By anyone who has provided Spin with false information in order to become or remain a Member;

To carry over 40 pounds of cargo;

While there is inclement weather, including heavy rain, snow, electrical storms or strong wind, which make it more dangerous to operate a Spin Bike; or

While texting, emailing, using a cell phone, or otherwise using a mobile device other than to operate the Spin Bike that may distract from driving safely or otherwise engaging in any activity that may be prohibited by law.

The foregoing list is not intended to be exhaustive and any unreasonable or inappropriate use of a Spin Bike, as determined by Spin in its sole discretion, or any violation of law will be deemed to be a violation of the Terms.

20.17 Spin Bike Use. 

Member must return the Spin Bike to a legal parking location secured, clean and in good working condition.

Prior to taking possession of a Spin Bike, Member must inspect the Spin Bike for evidence of damage and disrepair (e.g., obvious dents, flat tires, out of service lights, and working brakes). If any damage or disrepair is discovered, Member must notify Spin immediately to avoid being held responsible for such damage or disrepair. If Member fails to report any evidence of damage prior to using the Spin Bike, Member may be liable for the cost of repairing the Spin Bike. For Member’s own safety, Member is prohibited from operating a Spin Bike if any of the following equipment is not in good working order: tires, brakes, lights and signals, or mirrors.

Members are responsible for all charges and costs incurred, and any damages, related to the Spin Bike from the time a Member activates a Spin Bike until the Spin Bike is returned and ends trip on the App.

Member must notify Spin immediately in the event that the Spin Bike: malfunctions; is damaged; or is stolen.

Member is responsible for any violations, including but not limited to traffic violations incurred, including fines for late payment and any processing fees, due to Member’s use of a Spin Bike.

Member agrees to pay for all violations incurred. Such violations must be reported to Spin as
soon as reasonably possible, but in any event, in advance of the deadline to respond to the notice of violation. If Member fails to pay for any violations incurred, and Spin pays such violations, member agrees that Spin may charge member’s payment method on record in accordance with the Terms.

20.18 Fees and Penalties

Leaving your Spin Bike unlocked: $20. If you forget to lock up your Spin Bike, we will charge you a $25 fee for re-securing your Spin Bike.

Safety violations: $20. If you carry a passenger, let someone else ride your Spin Bike, or use your Spin bike in any other way that is unsafe to you or others, including moving violations while biking, we will charge you a $20 fee and may limit your use of the service.

Stolen Spin Bike: If your Spin Bike is stolen during your rental - after starting a trip and before ending the trip on the App - and we are unable to recover the vehicle through our tracking technology or other means, Spin may charge you $100. If your Spin Bike is stolen due to your actions, you may be liable for up to $200.