Terms of Use

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES AND CHARGES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

You agree to notify us immediately or any unauthorized use, theft or misappropriation of your account, username, or password. We shall not be liable for any loss that you incur as a result of someone else using your username or password, either with or without your knowledge.

This Site and the Services are only for personal use.  You may not use this Site or the 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

5. CODE OF CONDUCT

You are solely responsible for the content of any communications by you with third parties, including any communications about, concerning or through this Site or the Services.  Spin Master does not condone or allow spam. You agree that you will not use this Site or the Services to send unsolicited commercial or other e-mail.

You agree that you will not attempt to, nor permit any third party to, enter restricted areas of Spin Master' computer systems or perform functions that you are not authorized to perform pursuant to these Terms of Use.  Spin Master may, without notice, temporarily suspend your, or any other party's, access to this Site or the Services, (including, without limitation, any specific areas hosted within this Site) by deactivating any password(s) or links to the Internet if we reasonably suspect that you, or any other parties, are obtaining unauthorized access to our other systems or information, or are using otherwise valid user identifications or passwords in any other unauthorized manner. These suspensions will be for such periods of time as Spin Master may reasonably determine is necessary to permit the thorough investigation of such suspended activity.

While using this Site or the Services you agree to comply with all applicable laws, rules and regulations (including, but not limited to, export\/import laws and laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation).  We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of this Site and the Services.  In addition, and without limiting the foregoing, you agree not to:

1. post anything that (i) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (ii) is bigoted, hateful, or racially or otherwise offensive; (iii) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or (iv) otherwise harms or can reasonably be expected to harm any person or entity;

2. post anything that is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and\/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity;

3. post anything that infringes or violates any right of a third party including: (i) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (ii) rights of privacy (specifically, you must not distribute another person's personal information of any kind without their express permission) or publicity; or (iii) any confidentiality obligation;

4. post anything that (i) does not generally pertain to the designated topic or theme of this Site or the Services; (ii) violates any specific restrictions applicable to this Site or the Services, including age restrictions and procedures; or (iii) is antisocial, disruptive, or destructive, including anything that can be construed as "flaming", "spamming", "flooding", "trolling", or "griefing" as those terms are commonly understood and used on the internet

5. post anything that (i) expresses or implies that any statements you make or actions you take are endorsed by us; or (ii) impersonate another person (including celebrities), indicate that you are a Spin Master employee, representative of Spin Master, including a CM or CS (Community Manager or Customer Support representative) or attempt to mislead users by indicating that you represent Spin Master or any of Spin Master' partners or affiliates

6. post anything that is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations);

7. post anything that contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Service or any connected network, or otherwise interferes with any person or entity's use or enjoyment of the Service;

8. link (i) to any page of or content on this Site other than the URL located at www.redakai.com or (ii) provide a link to any web sites that promote any product or any service;

9. download, copy, reproduce, republish, upload, post, transmit, modify, distribute or publicly display any of the content or information or game contained in this Site or the  Services except as expressly authorized by us in writing;

10. use tools which hack or alter this Site, the Services or that allow you to connect to this Site's or the Services' private binary interface or utilize user or other interfaces other than those provided by us to you;

11. create multiple Accounts for the purpose of sale or transfer to others, transfer your Account to others, park your Account or those of others, or use another persons Account with Spin Master; or

12. transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature.

13. Although Spin Master is not responsible for any such communications or materials, we may delete any such communications or materials of which we become aware, at any time without notice to you.

WE CANNOT AND DO NOT ASSURE THAT OTHER USERS ARE OR WILL BE COMPLYING WITH THE FOREGOING CODE OF CONDUCT OR ANY OTHER PROVISIONS OF THESE TERMS OF USE, AND, AS BETWEEN YOU AND US, YOU HEREBY ASSUME ALL RISK OF HARM OR INJURY RESULTING FROM ANY SUCH LACK OF COMPLIANCE.

6. AVAILABILITY

While we endeavor to keep downtime to a minimum, we can't promise that this Site or the Services will be uninterrupted, secure or error-free.  We reserve the right to interrupt/suspend this Site or the Services, or any part thereof, with or without prior notice for any reason and you shall not be entitled to any refunds of fees for interruption of this Site or the Services.

7. ACCESS TO THE INTERNET

You are solely responsible for obtaining and maintaining all internet, computer hardware and other equipment needed to access and use this Site and the Services and that you shall be solely responsible for all charges and fee related thereto.

8. LINKED WEBSITES

This Site or the Services may provide links to third party websites for your convenience only.  The inclusion of these links does not imply that Spin Master monitors or endorses these websites. Spin Master does not accept any responsibility for such websites.  Spin Master shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third party websites or linked resources.

9. INTERNET SOFTWARE OR COMPUTER VIRUSES

Due to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Site or the Services. Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from this Site or the Services.

Spin Master shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Site or the Services or your downloading of any of User Materials or other content from this Site.   Spin Master recommends that you install appropriate anti-virus or other protective software.

10. SWEEPSTAKES, CONTESTS AND GAMES

Any sweepstakes, contests, and games that are accessible through this Site are governed by specific rules. By entering such sweepstakes or contests or participating in such games you will become subject to those rules. We urge you to read the applicable rules, which are linked from the particular activity, and to review our Privacy Policy which addresses our commitments in respect of the information you submit in connection with such sweepstakes, contests, and games.

11. FEES FOR RELATED SERVICES

Spin Master may, from time to time, provide certain Services through this Site on a fee basis.  Where you elect to receive such Services, you agree to pay, through the payment mechanism selected by you and approved by us, all amounts due and owing for such Services as more particularly set out in the order confirmation provided at the time that you ordered such Services.  We may amend this Site, the Services and/or the amounts that we charge for same at any time, without prior notice. Fees do not include any applicable sales, use, excise, value-added or other taxes or governmental charges, and you shall be responsible for, and shall promptly pay, same. If Spin Master terminates these Terms of Use because of your breach of its terms, you shall not be entitled to the refund of any unused portion of any fees you have already paid.  You agree that Spin Master may collect interest at the lesser of 1.5% per month (18% per annum) or the highest amount permitted by law on any amounts not paid when due.

12. OUR MATERIALS

This Site and the Services are owned and operated by Spin Master in conjunction with others pursuant to contractual arrangements.

Spin Master may make certain content, software or other electronic materials (including all files, text, URLs, video, audio and images contained in or generated by such materials, and accompanying data) (collectively "SMS Materials") available to you from this Site or the Services, from time to time.  If you download or use SMS Materials, you agree that such materials: (i) may only be used for your personal and non-commercial use, (ii) may not be modified, used to create a derivative work, incorporated into any other work or otherwise exploited without Spin Master' prior written permission, and (iii) shall be only be used in compliance with any additional license terms accompanying such materials. Spin Master does not transfer either the title or the intellectual property rights to the SMS Materials, and retains full and complete title to the SMS Materials as well as all intellectual property rights therein. You agree not to sell, share, redistribute, or reproduce the SMS Materials. You further agree not to decompile, reverse-engineer, disassemble, or otherwise convert any SMS Materials into a human-perceivable form. Spin Master or its licensors own all related trademarks and logos, and you agree not to copy or use them in any manner.

This website, (including its organization and presentation and SMS Materials) is the property of Spin Master and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, internet domain names and other similar rights.

13. YOUR MATERIALS

By any posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content ("User Materials") to this Site or the Services by you or at your direction, you are granting Spin Master, its affiliates, partners, officers, directors, employees, consultants, agents, and representatives a license to use such User Materials in connection with the operation of this Site and the Services, including, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat such User Materials. You will not be compensated for any User Materials. You agree that, unless you advise otherwise, Spin Master may publish or otherwise disclose your username in connection with your User Materials. By posting User Materials on this Site or the Services, you warrant and represent that you own the rights to the User Materials or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Materials and that such User Materials do not violate any applicable laws.  You agree that the burden of proving that any User Materials do not violate any laws or third party rights rests solely with you.

You are solely responsible for your User Materials. You are solely responsible for making and keeping backup copies of your User Materials and for applying the appropriate level of access rights to same.  Spin Master shall not be responsible or liable for the deletion or accuracy of any User Materials, the failure to store, transmit, encrypt (or otherwise secure) or receive any User Materials, or the storage, transmission, encryption (or other security) or receipt of any other communication involving the use of this Site or the Services.

You are solely responsible for obtaining and maintaining any necessary consents or permissions from any third party whose information may be collected, recorded, processed, stored, used, disclosed, transferred, exchanged or otherwise handled as a result of, or as part of, any User Materials or any communications involving the use of this Site or the Services and agree to obtain and maintain all such consents or permissions throughout the term of this agreement.

14. CLAIMS OF COPYRIGHT INFRINGEMENT

Spin Master asks you to respect the intellectual property of others. In order to protect the intellectual property of others from misuse we ask you to help us. The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe, in good faith, that materials hosted on the Site infringe your copyright, please provide Spin Master' Copyright Agent with a notice of infringement ("Notice") containing the following information:

1. an electronic or physical signature of the owner of the copyright or of the person authorized to act on behalf of the owner of the copyright interest;

2. a description of the copyrighted work that you claim has been infringed including the URL (i.e. Internet address) or other specific location on the Site where the material that you claim is infringing is located, including enough information to allow us to locate the material and to determine why you believe an infringement has taken place;

3. a description of the location where the original or an authorized copy of the copyrighted work exists, for example the URL where it is posted or the name of the book in which it has been published;

4. your address, telephone number, and e-mail address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6. a statement by you, made under penalty of perjury, that the information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

7. Spin Master' Copyright Agent for Notice of claims of copyright infringement can be reached by mail as follows:

Community Management
c/o Spin Master, Inc.
5880 Jefferson Blvd. Suite A
Los Angeles, CA 90016

If you believe that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Spin Master a counter-notice. Notices and counter- notices must meet the then-current statutory requirements imposed under the DMCA. We suggest that you consult a legal advisor before filing a Notice or counter-notice. Also be aware that there can be penalties for false claims under the DMCA. Spin Master will terminate membership privileges and access to the Site for those who engage in acts of infringement.

15. SITE, SERVICES AND MATERIALS PROVIDED "AS IS"

THIS SITE, THE SERVICES AND THE CONTENT AND OTHER MATERIALS AVAILABLE THEREIN ("MATERIALS") ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SPIN MASTER DOES NOT REPRESENT OR WARRANT THAT THIS SITE, THE SERVICES OR THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

16. LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS SITE, THE SERVICES AND THE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL SPIN MASTER OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THIS SITE, THE SERVICES, THE MATERIALS OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN EVERY EVENT, SPIN MASTER' TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PART OF THIS SITE, THE SERVICES OR THE MATERIALS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE ($5.00) US DOLLARS.

THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR SPIN MASTER TO ASSUME ANY RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY SPIN MASTER, SPIN MASTER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIALLY HIGHER FEES.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

17. INDEMNIFICATION

You agree to, upon request, indemnify and hold us harmless from any and all liabilities, claims, losses and expenses, including attorneys' fees, which arise directly or indirectly from any breach of these Terms of Use for which you are responsible, or from your use of this Site or the Services or transmission of any materials or other content through this Site or the Services.

18. TERM & TERMINATION

Spin Master may, from time to time, but is in no way obligated to, permit you to access and use this Site and the Services in accordance with these Terms of Use and in the manner more particularly set out herein. You acknowledge and agree that access to this Site and the Services may not be available from time to time, may be amended, revised, replaced, suspended or terminated in whole or in part at any time and without notice, and that Spin Master shall not, in any event, be responsible to you in any way should you be unable to access this Site and the Service at any time or from time to time.

Spin Master may, at its sole discretion, at any time and from time to time, without notice, suspend your right to use this Site and the Services and/or terminate these Terms of Use or any of the licenses granted hereunder.  Without limiting the foregoing, these Terms of Use and the licenses granted herein shall automatically terminate, without notice, if you materially fail to perform or comply with these Terms of Use or any provision hereof.  Upon termination of these Terms of Use, you shall immediately cease and desist from all use of this Site and the Services. Your obligations under these Terms of Use will survive the termination of these Terms of Use,

19. NOTICE

If you need to contact us regarding this Site, the Services or these Terms of Use, please e-mail us at customercare@spinmaster.com. You can also contact us via mail addressed to:

Spin Master
5880 Jefferson Blvd. Suite A. 
Los Angeles, CA 90016

20. YOUR COMMENTS

Feel free to email your comments, suggestions and feedback ("Comments") to Spin Master at the e-mail addresses provided in this Site or the Services. You agree with respect to any Comments provided by you to us, via e-mail or otherwise, that: (i) Spin Master has no obligation concerning such Comments; (ii) such Comments are non-confidential; (iii) Spin Master may use, disclose, distribute or copy such Comments and may use any ideas, concepts or know-how contained in such Comments for any purpose and without restriction or obligation to you; and (iv) such Comments are truthful and do not violate the legal rights of others.

21. ACCESS RELATED TO ALLEGED VIOLATIONS

To ensure that Spin Master provides a high quality experience for you and for other users of this Site and the Services, you agree that Spin Master or its representatives may access your account and all information and any records related thereto on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of this Site or the Services, and you agree to give Spin Master full access to your account and all information and records related thereto without the need for additional authorization and without any claim to privacy or other rights to such account and related information and records.

Spin Master does not intend to disclose the existence or occurrence of such an investigation unless required by law or if requested by law enforcement officials, but Spin Master reserves the right to terminate your Account or your access to this Site and the Services immediately, with or without notice to you, and without liability to you, if Spin Master believes that you have violated any of these Terms of Use, furnished Spin Master with false or misleading information, or interfered with use of this Site or the Services by others.

22. PROTECTION OF MINORS

Pursuant to 47 U.S.C. Section 230 (d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at the web sites of the Electronic Frontier Foundation.

23. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California users of the Site are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

24. EXPORT CONTROL AND JURISDICTION

This Site, the Services and the Materials are subject to United States export controls. No Materials or any other materials may be downloaded or otherwise exported or re-exported (i) into any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any materials, 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.

We make no representation that materials in this Site or the Services are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

We reserve the right to limit the availability of the Site and/or the provision of any of the Services, materials, or other products described or offered thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion, and to limit the quantities of any such Services,  materials, or other product provided.

25. MISCELLANEOUS

These Terms of Use is governed by and construed in accordance with the laws of the State of California, without regards to its principles of conflicts of law.  Subject to the obligation to arbitrate below, you agree to personal jurisdiction by the federal and state courts located in the County of San Diego, located in San Diego, California, United States of America, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms of Use, the Site or the Services or the relationship which results from these Terms of Use, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms of Use or your receipt and use of the Site or Services, which cannot be amicably resolved, (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in the State of California, United States in English and governed by California law pursuant to the arbitration legislation in the State of California, as amended, replaced or re-enacted from time to time. The arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada or the United States of America and is independent of either party. Any such Claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against the Spin Master relating to any Claim and you also agree to opt out of any class proceedings against the Spin Master. Notwithstanding the foregoing, Spin Master reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

If any provision of these Terms of Use is found to 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.

These Terms of Use set out the entire agreement between us relating to the subject matter herein and supersede and any all prior or contemporaneous written or oral agreements between us. These Terms of Use are not assignable, transferable or sub-licensable by you except with Spin Master' prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.