Last Updated: September 26, 2024

Terms of Use for Citizen Service

Welcome to Citizen. Our goal is to help you stay safe by providing instant notifications, live broadcasts of reported crimes and incidents, and other value-added services to keep you informed. To that end, we constantly strive to provide users with tools that are aimed to enhance their safety and help them avoid unsafe situations. We do this by collecting content of real-time events from you, our users, individuals who may have relevant content, public sector and news outlet sources, and from content we otherwise have set up an infrastructure to collect. As a user of our App (as defined below), you are also helping us in our mission to make the world a safer place.

These Terms of Use, along with any other supplemental terms that are incorporated by reference or may be presented to you for your review and acceptance (collectively, the “Terms”), are between you and sp0n, Inc., the company that does business as Citizen and operates the Citizen mobile App and www.citizen.com, including its subsidiaries and affiliated entities under common ownership and control, (“sp0n” or “Citizen”). These Terms govern your access to and use of sp0n’s “Citizen” Service(s) as may be offered from time to time and as defined in the list below, and as further described in the Product Descriptions linked for each Product type listed below, including:

  • sp0n’s “Citizen” mobile application (“App”)
  • Citizen Plus features included therein
  • Citizen Premium (formerly known as Citizen Protect) features included therein (the “Premium”)
  • Citizen Protect Operating System Agency (“POS:A”)
  • Any videos, radio and audio transmissions, information, incident alerts, text, graphics, photos, or other materials or content uploaded, downloaded, or appearing on the Services (collectively referred to as “Content”). 

POS:A and Premium are individually referred to as a “Premium Service” and collectively referred to as the “Premium Services”.

Your access to and use of the Services and Content is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services, you agree to be bound by these Terms.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE CAREFULLY REVIEW SECTION 14 (GOVERNING LAW AND DISPUTE RESOLUTION) BELOW FOR MORE INFORMATION.

PLEASE BE AWARE THAT SECTION 1(D) (SP0N COMMUNICATIONS) OF THE TERMS CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING, AS APPLICABLE, VIA EMAIL, TEXT MESSAGE, CALLS, AND PUSH NOTIFICATIONS. TO LEARN MORE ABOUT ANY OPTIONS YOU MAY HAVE TO OPT-OUT OF SUCH COMMUNICATIONS, PLEASE REFER TO OUR PRIVACY POLICY. FOR JURISDICTIONS WHERE EXPRESS CONSENT IS REQUIRED, YOU MUST OPT-IN TO RECEIVE COMMUNICATIONS FROM US. YOU MAY OPT-OUT OF RECEIVING THESE COMMUNICATIONS AT ANY TIME BY FOLLOWING THE UNSUBSCRIBE INSTRUCTIONS PROVIDED IN THE COMMUNICATION OR BY CONTACTING US DIRECTLY. YOU MAY ALSO CHANGE YOUR COMMUNICATION PREFERENCES BY CLICKING HERE.

WHEN USING THE PREMIUM SERVICES, ALL CALLS, VIDEO CALLS, AND OTHER COMMUNICATIONS WITH A CITIZEN AGENT MAY BE RECORDED AND MONITORED BY SP0N FOR QUALITY ASSURANCE, ARCHIVAL PURPOSES, AND TRAINING. YOU HEREBY CONSENT TO SUCH RECORDING AND MONITORING.

THESE TERMS WILL APPLY TO YOUR USE OF AND ACCESS TO THE SERVICES AND CONTENT. IF YOU SUBSCRIBE TO THE PREMIUM SERVICES FOR A DEFINED TERM (THE “INITIAL TERM”), THE TERMS AND YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR RENEWAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM UNLESS YOU OPT OUT OF THE AUTO RENEWAL IN ACCORDANCE WITH SECTION 7(B) (AUTOMATIC RENEWAL FOR PREMIUM SERVICES) BELOW. ANY RENEWAL TERMS SHALL BE BILLED AT SP0N’S THEN-CURRENT RATES.

1. BASIC TERMS AND RISK ASSUMPTION

A. Risks and User Conduct 

YOU HEREBY REPRESENT THAT YOU ARE DULY AWARE THAT THE ACTIVITIES IN WHICH YOU MAY BE PARTICIPATING IN CONNECTION WITH THE USE OF THE SERVICES AND/OR THE CAPTURING OF CONTENT TO BE UPLOADED TO THE SERVICES MAY INVOLVE RISKS. YOU FURTHER ACKNOWLEDGE AND ASSUME THESE RISKS AND YOU HEREBY ELECT, VOLUNTARILY, TO ENGAGE IN SUCH ACTIVITIES. YOU REPRESENT AND WARRANT THAT: (1) YOU UNDERSTAND AND APPRECIATE THE RISKS ASSOCIATED WITH THE ACTIVITIES YOU MAY ENGAGE IN; (2) YOU UNDERSTAND THAT (A) YOU SHOULD NOT TRAVEL TO OR REMAIN IN ANY AREA DURING, BEFORE, OR AFTER A CRIME OR OTHER HAZARDOUS SITUATION AND (B) SP0N HAS NO RIGHT OR ABILITY TO DIRECT THE MANNER IN WHICH YOU GATHER CONTENT; (3) ANY INJURIES OR OTHER DAMAGE SUFFERED BY YOU ARE INCURRED AT YOUR OWN RISK AND WILL NOT BE COMPENSABLE BY WORKERS COMPENSATION OR ANY OTHER INSURANCE PROGRAM MAINTAINED BY SP0N, AND SP0N SHALL NOT BE LIABLE TO YOU OR OTHERS IN ANY WAY FOR SUCH DAMAGES; AND (4) YOU WILL NOT INCITE, ENCOURAGE, CAUSE, OR ENGAGE IN ANY CRIMINAL, HAZARDOUS, ILLEGAL, OR OTHERWISE UNSAFE ACTIVITY IN CONNECTION WITH YOUR USE OF THE SERVICES OR IN AN EFFORT TO OBTAIN OR PROVIDE CONTENT.

You may access and use the Services and Content only if you are at least 18 years of age and of sound mind, you can form a binding contract with sp0n, and you are not a person barred from receiving or using the Services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using or accessing the Services and Content on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and are binding such legal entity to these terms as an authorized individual. You may use and access the Services and Content only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.

B. Changes to Services or Terms

The Services that sp0n provides are always evolving, and the form and nature of the Services may change from time to time without prior notice to you. In addition, sp0n may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. You may need to update third-party software from time to time in order to use the Services. sp0n also retains the right to create limits and restrictions on use of the Services and/or Content or suspend or terminate your access to the Services and/or Content, at sp0n’s sole discretion at any time without prior notice to you.

From time to time, we may make changes to these Terms. They will be effective upon posting notice of such changes on the Citizen website (www.citizen.com) (the “Website”) and/or within the App. The most current version of the Terms is available on the Website and will be effective as of the “Effective Date” listed therein. If you do not agree to any change(s), you should stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance and acknowledgement of such change(s).

C. Service Features and Citizen Advertisements

To use the Services and access the Content most effectively, you must enable your mobile device as follows: to receive push notifications from the App; to permit the App to access both the camera and microphone for your device (in some cases, to access additional functionality); and to permit the App to access your location (even in the background; i.e., when the App is not open on your device). (For example, the Services are designed to deliver push notifications to users within a certain radius of a reported incident.) If you do not enable your mobile device accordingly (including enabling any additional features or functions that sp0n elects to make mandatory for use of the App), the App will not function effectively on your device and you will not be able to access all the functionality available from the Services.

You must provide all equipment and operating platforms as may be necessary to connect to the Service and access the Content, including, but not limited to, a mobile device that is suitable to connect with and use the App. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Services and Content. 

The Services and Content may include advertisements for Citizen’s own products and services. These advertisements may be targeted to the Content, your location, your use of the Services, information regarding the Services, queries made through the Services, or other information that you have provided in connection with the Services or is otherwise publicly available. In consideration for sp0n granting you access to and use of the Services and Content, you acknowledge and agree that sp0n may place such advertising on the Services or in connection with the display of Content or information from the Services, whether submitted by you or others. If you have any questions about privacy and sp0n’s use of information relating to you, you can access our Privacy Policy for more information on our advertising and privacy practices.

D. sp0n Communications

As part of the sign-up process for one or more of the Services, we may send you, and you agree to receive, a one-off text message containing a designated short code. If you are experiencing issues with the messaging program, you can reply with the keyword “HELP” for more assistance or with the keyword “STOP” to opt out, or you can get help directly at support@citizen.com. sp0n, mobile carriers and wireless providers are not liable for delayed or undelivered messages. Message and data rates may apply for any messages sent to you from us and to us from you. Message frequency from us may vary. If you have any questions about your text plan or data plan, it is best to contact your mobile carrier or wireless provider. 

Unless in a jurisdiction that requires express consent before receiving communications, by agreeing to the Terms, using the Services or accessing the Content, you agree to receive these and other communications from us and our affiliate companies, if any, including via email, text message, calls, in-app direct messaging, and push notifications. You agree that texts, direct messages, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your account or use of the Services, updates or marketing communications concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, news concerning sp0n, and industry developments, all as detailed in our Privacy Policy . Standard text messaging charges, if and as applied by your cell phone carrier, will apply to text messages that we send. 

As part of providing the Services, sp0n may also need to provide you with certain other communications, such as announcements regarding the Services and administrative messages. These communications are considered part of the Services and your account, and you may not be able to opt out from receiving these and continue to use the Services and access the Content.

E. Privacy

Any information that you provide to sp0n, as well as any information that sp0n otherwise collects via the Services and your use thereof, is subject to our Privacy Policy, which governs our collection and use of such information. You understand that, unless residing in a jurisdiction that requires express consent, through your use of the Services and access to the Content, you consent to the collection and use of this information and the Privacy Policy, including the transfer of this information to the United States and/or other countries for storage, processing, and use by sp0n. 

2. SERVICE ACCESS CREDENTIALS

You are responsible for safeguarding the mobile telephone number, username, or other credentials or authentication method that may be used to access or post Content to the Services, use of the Services, and for any activities or actions under your account. sp0n cannot and will not be liable for any loss or damage arising from unauthorized access to your account resulting from your failure to safeguard your device and/or such credentials.

3. CONTENT ON THE SERVICES

A. Responsibility

All Content transmitted to or through the Services is the sole responsibility of the person who originated or captured such Content. We may, but are not required to, monitor or control the Content available via the Services, and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your sole risk.

We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that, by using the Services and accessing the Content, you may be exposed to Content that might be offensive, harmful, inaccurate, or otherwise inappropriate, or in some cases Content that has been mislabeled or is otherwise deceptive, objectionable, or difficult to view. While we ask that our users take reasonable precautions to avoid posting gratuitous content of any nature, the nature of the Services is to make available information that certain people may find offensive. Each user must evaluate, and bear all risks associated with, the use of the Services and access to any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Under no circumstances will sp0n be liable in any way for any Content, whether or not created or modified by sp0n, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred because of the use of the Services, or access or use of any Content posted, emailed, transmitted, or otherwise made available via the Services or distributed elsewhere.

B. Content Rights

By submitting, posting, or displaying Content on or through the Services, you grant sp0n a worldwide, unlimited, non-exclusive, perpetual, unconditional, irrevocable, assignable (without consent), sublicensable (without consent and through multiple layers of distribution), royalty-free, fully paid up license to use, copy, reproduce, exploit, create derivative works based on, process, adapt, modify, publish, transmit, display, and distribute such Content in any and all media or distribution methods (now known or later developed). 

As between the parties, and subject to the license granted in this Section, you retain all other right, title, and interest in and to your Content; provided, however, that (1) you will not post any Content to a site or service that is competitive with the Services; and (2) you will not enter into any agreement with a third party for any of your Content that conflicts with these Terms or limit sp0n’s right and license to the Content.

You agree that this license to sp0n includes the right for sp0n to use, license, reproduce, and exploit for any purpose any Content you submit, post, transmit, or otherwise make available through the Services in its sole discretion, and to make Content submitted to or through the Services available to other companies, organizations, or individuals, for any purpose, including, without limitation, the syndication, broadcast, distribution, monetization, or publication of such Content on other media and services. Such uses by sp0n, or other companies, organizations, or individuals are made with no compensation paid to you with respect to your Content unless otherwise expressly agreed in writing.

We (including our licensees and/or sublicensees) may modify or adapt your Content for any reason in our sole discretion, including as we deem necessary to transmit, display, or distribute it over computer, broadcast, wireless, wireline, and other distribution networks and in various media and/or make changes to your Content as necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services, or media. We will use reasonable efforts not to intentionally alter the meaning or context of the Content in doing so. We also have the right to do any of the foregoing with respect to any derivative works that we make (or that others might make with our permission) in respect of the Content.

You are responsible for your use of the Services, for any Content you access, submit, post, transmit, or otherwise make available through the Services, and for any consequences thereof, including the use of your Content by other users and any third parties. You understand that your Content may be syndicated, broadcast, distributed, exploited, copied, or published by our licensees and sublicensees, and that if you do not have the rights and license to submit Content for such use, you may be subject to liability, including indemnification of sp0n for any third party claims relating to such Content you submit. sp0n will not be responsible or liable for any use of your Content in accordance with these Terms. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any Content that you submit, post, transmit, or otherwise make available through the Services. You also represent and warrant that none of your Content, your use and provision of Content to be made available through the Services, or any use of your Content by sp0n on or through the Services will be libelous or defamatory, or infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law, rule, or regulation.

4. RESTRICTIONS ON CONTENT AND USE OF THE SERVICES

We always reserve the right (but will not have any obligation) to remove or refuse to distribute any Content on the Services and to suspend and/or terminate your use of the Services without notice or liability to you. You shall not provide Content that: 

  • Impersonates another person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
  • Violates the rights of a third party, including copyright, trademark, privacy, or publicity rights;
  • Promotes discrimination, hatred, or harm against any individual or group;
  • Is defamatory, pornographic, or intentionally or gratuitously vulgar or offensive; or
  • Is harassing, abusive, constitutes spam, or is otherwise inconsistent with the purposes for which sp0n makes the Services available.

We also reserve the right to access, read, alter, preserve, retain, and disclose any Content or other information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process, or governmental request; (b) enforce these Terms, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security, or technical issues; (d) respond to user support requests; or (e) protect the rights, property, or safety and security of sp0n and its partners, licensees, users, and the public. 

You may not attempt to do or allow any other party to do any of the following while accessing or using the Services or Content:

  • access, tamper with, or use non-public areas of the Services, sp0n’s computer systems, or the technical delivery systems of sp0n’s providers;
  • probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures;
  • access or search, or attempt to access or search, the Services by any means (automated or otherwise) other than through any then-currently available, published interfaces that are provided by sp0n (and only pursuant to any applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with sp0n (NOTE: scraping the Services without the prior consent of sp0n is expressly prohibited);
  • forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive, or false source- or location-identifying information;
  • interfere with or disrupt (or attempt to do so) the access of any user, host, or network, including, without limitation, denial of service attacks, sending a virus, overloading, flooding, spamming, spoofing, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
  • use, display, mirror, or frame the Services or any individual element within the Services or Content, sp0n’s name, any sp0n trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without sp0n’s express written consent;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by sp0n or any of sp0n’s providers or any other third party (including another user) to protect the Services or Content;
  • attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by sp0n or other generally available third-party web browsers;
  • send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;
  • use any meta tags or other hidden text or metadata utilizing a sp0n trademark, logo, URL, or product name without sp0n’s express written consent;
  • use the Services or Content that you did not post, or any portion thereof, for any editorial or commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • use any Content that has a legend, watermark, or other proprietary mark or symbol to denote that is not licensed for further use or copying;
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
  • collect, submit, share, or store any personally identifiable information from other users of the Services without their express permission;
  • violate any applicable law, rule, or regulation; 
  • engage in any activity that is a violation of the Terms (such as inciting, encouraging, causing, or engaging in any criminal, hazardous, illegal, or otherwise unsafe activity in connection with your use of the Services or Content); or
  • encourage or enable any other individual to do any of the foregoing.

5. YOUR USE OF THE SERVICES

sp0n provides you a personal and non-transferable right to access the Services for the purpose of using the App and for accessing and submitting Content. This right of access and use is provided to you for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by sp0n, in the manner permitted by these Terms, including posting Content in accordance with the terms of Section 4. If you pay for a subscription to access Premium Service(s), you will have access to the additional features and functionality available as detailed in the Product Description applicable to that Premium Service(s).

With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system); and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play Store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of such Google Play Sourced Application on a shared basis within your designated family group.

6. SP0N RIGHTS

All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of sp0n and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. sp0n reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, Content, or suggestions you may provide regarding sp0n or the Services is entirely voluntary, and that we will be free to use such feedback, comments, Content, or suggestions as we see fit and without any obligation to you, even after you cease using or participating in the Services.

7. PREMIUM SERVICES FEES AND AUTO RENEWAL TERMS

A. Premium Services Subscription Fees  

You will be responsible for payment of the applicable fee for any Premium Services (each, a “Service Subscription Fee”) at the time you register for the Premium Services and select your monthly or annual subscription, as may be available (each, a “Service Commencement Date”). Except as set forth in these Terms, all Service Subscription Fees are non-cancelable and non-refundable. No contract will exist between you and sp0n for the Premium Services until sp0n or the third-party app store from whom you received the App license (e.g., the Apple App Store or the Google Play Store) (each, an “App Store”) accepts your order by a confirmatory email, SMS/MMS message, or other appropriate means of communication. Any free trial or other promotion that provides access to the Premium Services, if expressly provided to you, is only effective for the specified time of the trial. At the end of the trial period, your use and access to that Premium Service will expire, and any further use of the Premium Service is prohibited unless you pay the applicable Service Subscription Fees.  

B. Automatic Renewal for Premium Services

Your subscription to any Premium Services will continue indefinitely until terminated in accordance with these Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at sp0n’s then-current Service Subscription Fee for such Premium Service. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least 24 hours prior to the Renewal Commencement Date pursuant to Section 8(A) below. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after that current term expires. You can cancel your subscription in the App under the App Settings section. However, you will not be eligible for any refund of any portion of the Service Subscription Fee paid (pro-rata or otherwise) for the then-current subscription period. By subscribing to a Premium Service, you authorize sp0n, its payment processor, or the applicable App Store to charge your Payment Provider (as defined in Section 7(C) below) at the time you first purchase your subscription, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if sp0n, its payment processor, or the applicable App Store does not receive payment from your Payment Provider, (1) you agree to pay all amounts due on your account for the full subscription period upon demand; and/or (2) you agree that sp0n may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received.

C. Payment  

You agree to pay all Service Subscription Fees in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide or have provided sp0n, its payment processor, or the App Store from which you purchase the Premium Service with a valid credit card (Visa, MasterCard, or any other issuer accepted by us or them) (“Payment Provider”) as a condition to signing up for the Premium Service. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not these Terms, to determine your rights and liabilities with respect to your use of your card. You agree that sp0n, its payment processor, or the App Store from which you purchase the Premium Service is authorized to immediately invoice your account for all fees and charges due and payable to sp0n hereunder and that no additional notice or consent is required. sp0n reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or the App, as communicated via the Services, or by email delivery to you.

D. Taxes

The payments required under Section 7(A) (Premium Services Subscription Fees) of these Terms do not include any Sales Tax that may be due in connection with the services provided under these Terms. If sp0n determines it has a legal obligation to collect a Sales Tax from you in connection with these Terms, sp0n shall collect such Sales Tax in addition to the payments required under Section 7(A) (Premium Services Subscription Fees) of these Terms. If any services, or payments for any services, under these Terms are subject to any Sales Tax in any jurisdiction, and you have not remitted the applicable Sales Tax to sp0n, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify sp0n for any liability or expense sp0n may incur in connection with such Sales Taxes. Upon sp0n’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. You agree to make all payments of Service Subscription Fees to sp0n free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments Service Subscription Fees or other charges to sp0n will be your sole responsibility, and you will provide sp0n with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

8. SUSPENSION OR TERMINATION 

The Terms will continue to apply until terminated by either you or sp0n as set forth below. If sp0n suspends your access to the Services, you agree that sp0n shall have no liability or responsibility to you, and sp0n will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. Nothing in this section shall affect sp0n’s rights to change, limit, or stop the provision of the Services without prior notice, as provided herein.

A. Termination of Services by You  

You may end your legal agreement with sp0n at any time for any reason by deactivating your accounts and discontinuing your use of the Services. To deactivate your account, please do so by going to “App Settings” in the App or by contacting us via the support center within the Services or at support@citizen.com. 

If you want to terminate the Premium Services provided by sp0n, you may do so by contacting us via the support center within the Services or by managing your subscriptions in the applicable App Store. At this time, you may do so by (i) logging into and going to the “Manage App Subscriptions” page in the Apple App Store or the “My Apps” page in the Google Play Store app or (ii) visiting the Citizen website, but we may change this  subscription management process in the future. The subscription management functions in the Apple App Store and Google Play Store may permit you to change your account settings if you do not wish your subscription to renew automatically, or if you want to change or cancel your subscription. The Services will continue, and you will continue to be charged the Service Subscription Fee, at the end of each subscription period unless you cancel your subscription in accordance with the procedure set forth in Section 7(B) above (Automatic Renewal for Premium Services).  

B. Suspension or Termination of Services by sp0n  

We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (1) you have violated these Terms; (2) you create risk or possible legal exposure for us; (3) you or your use of the Services pose a risk to the security of, or otherwise pose a risk to the Services or our other users; or (3) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.

If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of these Terms, or if sp0n is required to do so by law (e.g., where the provision of the Premium Services is or becomes unlawful), sp0n has the right to, immediately and without notice, suspend or terminate any Premium Services or the Services provided to you. You agree that all terminations for cause shall be made in sp0n’s sole discretion and that sp0n shall not be liable to you or any third party for any termination of your account.

C. Survival  

Upon termination of your account by you or by sp0n, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall survive any termination of these Terms: 1, 3, 4, 6, 8(C), 9, 10, 11, 12, 14 and 16.

9. ADDITIONAL PREMIUM SERVICES TERMS 

The Premium Services may help connect you with 911 emergency dispatch services and other relevant service providers to request assistance for you from applicable first responders (“Responders”) upon receipt by a Citizen agent (“Citizen Agent”) of a communication from you reporting an event or other need that requires such emergency assistance (a “Response Condition”). The Premium Services also have other important features and limitations, including those described below.

In addition, there are certain other important terms associated with the Premium Services further described below.  

A. Discretion of Citizen Agents

When you use the Premium Services to attempt to connect with a Citizen Agent, you agree that the Citizen Agent has the discretion to call 911 or other relevant service providers without further discussion with you and without your express request or further consent. This allows the Citizen Agents to use their discretion. The Citizen Agent may use the location of your mobile device and other information shared with Citizen, to the extent available, to help further direct Responders. In addition, the Citizen Agent retains the sole and absolute discretion to refrain from calling 911 or other relevant service providers if he or she believes the situation is inappropriate for any reason, in which case you are always free to call 911 or such other service providers directly. 

Following receipt of notice of a Response Condition, the Citizen Agent may seek additional information from you before alerting the Responders; provided that, before alerting any Responders, the Citizen Agent may, in his or her sole and absolute discretion and without any liability, direct you to call the Responders directly. The Citizen Agent may stay on the phone with you after alerting the Responders.

B. Reliance on External Information

Citizen Agents will use information provided by you, information generated by your mobile device, and publicly available information to attempt to respond to a Response Condition. As part of the Services, Citizen Premium offers a variety of features intended to help you. None of them are foolproof.

For example, a Citizen Agent may use publicly available information online to try to help you find a different, safer location that is open to the public (a “safe space”) if requested by you. We cannot guarantee the safety of such locations or that such locations will be open or available.

Neither sp0n, nor any Citizen Agent is liable for any action, omission, or failure to act in response to a Response Condition, or other event. The Services are not intended as emergency services and should not be treated as such.

C. Safe Mode

The Premium Services may also enable you to activate what is currently known as “Safe Mode,” also known as “Watch My Back.” This is intended to enable your mobile device to automatically connect with a Citizen Agent and/or trigger a Response Condition if certain sounds (e.g., yelling a predetermined safe phrase) or other personal or environmental factors implying an emergency are detected using your mobile device. However, we cannot assure you that such sounds or factors will be properly interpreted. Therefore, certain emergency conditions may not connect you with a Citizen Agent or trigger a Response Condition via Safe Mode, or Safe Mode could interpret certain sounds or factors to connote an emergency even if none is present.

D. Public Incidents and Other Users

Citizen Agents have discretion to make Response Conditions, public incidents, and missing person or pet searches, on the Services (i.e., the incidents will be viewable by other nearby users), meaning they may make a notification or take an action without your request, or they may refrain from taking action following your request, in their sole discretion. Even if such Response Condition is made a public incident, you acknowledge that there may not be any users in close proximity. In any event, no user is obligated to provide you with assistance. Further, any responding user may not have the skills, training, or equipment to assist you. sp0n is not responsible for the conduct of nearby users, and such requests are made at your own risk. Please use your judgment and treat the situation as if you were calling for help and a nearby stranger or strangers arrived. Nearby users do not work for Citizen; they are just other users like yourself, so you should consider awaiting the Responders before asking for or accepting assistance.

You acknowledge nearby users alerted via a public incident may have the ability to record and report the incident on the App. 

If you are responding to a public incident, please be aware that medical and law enforcement emergencies may not interpret the situation as you providing help and this could present significant risks to you or third parties. If you are providing services or care to another user in response to a public incident, you do so at your own risk. In any event, we ask that you refrain from undertaking any physical intervention or aid and await the Responders. DO NOT PUT YOURSELF OR ANOTHER USER IN DANGER WHEN YOU RESPOND TO A PUBLIC INCIDENT. You are responsible for complying with all local laws, rules, and regulations, and for responding to and complying with any Responders such as the police.

10. WARRANTIES, DISCLAIMERS, AND LIMITATIONS OF LIABILITY

Please read this section carefully since it limits the liability of sp0n and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “sp0n Entities”). Each of the subsections below apply up to the maximum extent permitted under applicable law. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited. 

The terms below throughout Section 10 apply to the entirety of our Services (including the Premium Services).

A. The Services are Available “AS-IS”

YOUR ACCESS TO AND USE OF THE SERVICES OR ANY CONTENT ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SP0N ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SP0N OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

The sp0n Entities make no warranty and disclaim all responsibility and liability for: (1) the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any Content; (2) any harm to your computer system or mobile device, loss of data, or other harm that results from your access to or use of the Services, or any Content; (3) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; or (4) any claim that the Services do not meet your requirements or are not available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the sp0n Entities or through the Services will create any warranty not expressly made herein. 

From time to time, sp0n may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at sp0n’s sole discretion. The maximum aggregate liability of the sp0n entities with respect to your use of such beta features is limited to USD $100.

B. No Responsibility for Third Party Links or Fundraisers

The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (1) the availability or accuracy of such websites or resources; or (2) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the sp0n Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

The Services may include links to fundraising initiatives established by third party individuals or fundraising sites (“Fundraisers”). Sp0n does not endorse Fundraisers and does not independently verify that Fundraisers are legitimate or that contributions to a Fundraiser will be used for their stated purpose. You should not rely on sp0n to determine the accuracy of any Fundraiser information. Since Fundraisers are created, hosted, and operated by third parties, not by sp0n, please do your diligence and use your judgment. All donations to a Fundraiser are made at your own risk and sp0n bears no liability in this regard.

C. Your Personal Responsibility

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE FREE TO CONTACT 911 OR OTHER EMERGENCY SERVICES DIRECTLY. USING THE PREMIUM SERVICES INSTEAD OF CONTACTING 911 OR OTHER EMERGENCY SERVICES DIRECTLY IS YOUR CHOICE AND NOT REQUIRED, AND YOU ASSUME ANY RISKS ASSOCIATED THEREWITH. FURTHER, YOU UNDERSTAND THAT THE 911 OPERATORS, RESPONDERS, AND/OR ANY NEARBY USERS OPERATE INDEPENDENTLY FROM US, AND WE CANNOT BE RESPONSIBLE FOR THEIR ACTS OR OMISSIONS.

YOU AGREE THAT CITIZEN AGENTS ARE NOT REQUIRED TO MAKE A RESPONSE CONDITION A PUBLICLY AVAILABLE INCIDENT. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR THE ACTIONS OF OTHER CITIZEN USERS RESPONDING TO SUCH PUBLIC INCIDENTS.

YOU ACKNOWLEDGE AND AGREE THAT SP0N PROVIDES THE SERVICES AS A PLATFORM FOR COMMUNICATION OF EVENTS AND IS NOT LIABLE FOR THE CONTENT OR ACTIONS OF OTHER CITIZEN USERS IN THEIR USE OF, ACCESS TO, AND POSTING OF CONTENT ON THE SERVICES.  

YOU ACKNOWLEDGE THAT THE EVENTS THAT MAY LEAD TO A RESPONSE CONDITION OR NEARBY USER REQUEST ARE OFTEN INHERENTLY DANGEROUS, SUCH AS MEDICAL EMERGENCIES OR LAW ENFORCEMENT EMERGENCIES. SUCH SITUATIONS HAVE THE POTENTIAL TO INFLICT PROPERTY DAMAGE, SIGNIFICANT BODILY HARM, OR DEATH, AND TIME IS OF THE ESSENCE IN RESPONDING TO THESE EVENTS. YOU FREELY AND EXPRESSLY CHOOSE TO INCUR ALL RISKS POSED BY USING THE PREMIUM SERVICES IN RESPONSE TO SUCH EVENTS. 

D. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SP0N ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO: (1) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (2) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY IN CONNECTION WITH, ARISING OUT OF, OR RELATED TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (3) ANY CONTENT OBTAINED FROM THE SERVICES; OR (4) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SP0N SHALL NOT BE LIABLE FOR ANY DEATH, BODILY HARM, OR PROPERTY DAMAGE ARISING FROM YOUR USE OF OR RELIANCE ON THE SERVICES. 

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SP0N ENTITIES HEREUNDER EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR, IF YOU SUBSCRIBE TO THE PREMIUM SERVICES AND IF GREATER, THE AMOUNT THAT YOU PAID FOR SUCH SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE GIVING RISE TO THE LIABILITY.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT ANY SP0N ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

E. Premium Services Disclaimers

In addition to and not in lieu of the above disclaimers and limitations in the sections above, please be advised of the following important disclaimers and limitations associated with the Premium Services.

i. 911 Disclaimer

We cannot guarantee that the Premium Services will be able to connect you to 911 or other emergency services or to maintain a connection once established. Please call 911 directly using your mobile device or phone if there is any problem or delay.

The Premium Services or specific elements of such Services (including provision of location information) may be unavailable for any number of reasons, including:

  • congestion or other network failures between your mobile device and our facilities; 
  • faults in your mobile device; 
  • problems with connectivity or operation, including issues with clarity, audio recognition, or geolocation; 
  • unavailability of our facilities;
  • if a Citizen Agent (who provides response and coordination to Response Incidents) is not available when you attempt to use the Premium Services; 
  • if your line or access to the government’s 911 call center is disabled, interrupted, or delayed, including if 911 service is unavailable due to problems at the government’s call center; or 
  • for other reasons beyond our control.  

ii. Medical or Expert Advice Disclaimer

NEITHER SP0N NOR ITS CITIZEN AGENTS ARE AUTHORIZED TO PROVIDE MEDICAL OR EXPERT ADVICE OR DIAGNOSIS, AND THE PREMIUM SERVICES ARE NOT DESIGNED FOR THAT PURPOSE OR INTENDED TO BE USED FOR THAT PURPOSE. USE OF THE PREMIUM SERVICES DOES NOT CREATE A PHYSICIAN-PATIENT RELATIONSHIP OR ANY OTHER KIND OF PROFESSIONAL RELATIONSHIP. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING TREATMENT FROM EMERGENCY RESPONDERS OR A MEDICAL PROFESSIONAL OR OTHER EXPERTS. IT IS IMPORTANT TO SEE YOUR DOCTOR OR A PHYSICIAN IF YOU WISH TO MAKE ANY DECISION ABOUT YOUR HEALTH OR THE HEALTH OF YOUR FAMILY. YOU MUST INDEPENDENTLY EVALUATE ANY ADVICE YOU MAY RECEIVE FROM CITIZEN AGENTS OR RESPONDERS, INCLUDING THE 911 OPERATOR OR OTHER SERVICE PROVIDER THAT THE CITIZEN AGENT MAY CONNECT YOU WITH.  

WE CANNOT GUARANTEE THE PERFORMANCE OF ANY 911 OPERATOR, SERVICE PROVIDER, OR RESPONDER THAT MAY ARRIVE AS A RESULT OF THE PREMIUM SERVICES.

iii. Connectivity & Locational Limitations 

Due to the potential for service interruptions, outages, or poor connections on phone lines, internet service providers, mobile carriers, or other communication systems, none of which are within the control of sp0n, your connection to the Premium Services is not guaranteed. Similarly, sp0n will have no liability to you if your mobile device is out of the service area of the network provider. sp0n is not responsible for, and shall have no liability with respect to, service interruptions, outages, or failures of a customer’s telephone, mobile, or data service.

Sp0n is not responsible if emergency responders are unable to locate you, whether because you have not enabled the GPS functionality of or location services on your mobile device, or there is a failure, error, or lack of specificity in transmission of GPS information, or otherwise.

11. INDEMNITY

You will indemnify and hold harmless the sp0n Entities from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses (including, without limitation, reasonable legal and accounting fees) arising out of or in any way connected with (a) your access to, use of, or reliance on the Content or Services; (b) your conduct with respect to any other users, including in connection with any public incidents on the Services; (c) your Content; or (d) your violation of these Terms.

12. RELEASE

TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE SP0N ENTITIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, CONTAGIOUS DISEASE, OR DEATH THAT MAY BE SUSTAINED BY YOU WHILE USING OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES AND/OR THE CAPTURING OF CONTENT TO BE UPLOADED TO THE SERVICES. THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES.

You waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar provision of the statutory or non-statutory law of any other jurisdiction (including, without limitation, Missouri, Delaware, Georgia, Louisiana, Montana, Oklahoma, Wisconsin, and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits. You acknowledge that the releases in these Terms are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.

13. INFRINGEMENT AND DMCA NOTICE

sp0n respects the intellectual property rights of others and we expect our users to do the same. If you are a copyright owner and believe a user of the Services is infringing your copyright or the copyright of any third party, please notify us in writing at the following address: sp0n, Inc., 197 Grand St, Ste 3W, New York, NY 10013, USA.

Each notification must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed; (b) a description of the work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works; (c) identification of the Content that is claimed to be infringing, and information reasonably sufficient to permit sp0n to locate the Content; (d) information reasonably sufficient to permit sp0n to contact you, such as an address, telephone number, and email address; (e) a written statement that you have a good faith belief that use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement made under penalty of perjury that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.

We may remove Content alleged to be infringing and terminate the right to use the Services by any user who infringes the intellectual property rights of another person or entity, in each case without prior notice and at our sole discretion.

14. GOVERNING LAW AND DISPUTE RESOLUTION

A. Dispute Resolution

These Terms and the relationship between you and sp0n will be governed by the laws of the State of New York, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. For Canadian residents, Canadian consumer protection and data privacy laws may prevail if there are any conflicting terms in these Terms. Except for a claim by sp0n of infringement or misappropriation of sp0n’s patent, copyright, trademark, or trade secret, any and all disputes between you and sp0n arising under or related in any way to these Terms must be resolved through binding confidential arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to Content and your use of the Services.

B. Arbitration

YOU AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND SP0N ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND SP0N AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON A CONFIDENTIAL INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and us and our employees, agents, successors, or assigns, regarding or relating to the Content, the Services, or these Terms shall exclusively be settled through binding and confidential arbitration.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.  

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

You and we must abide by the following rules: (1) any claims brought by you or us must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (2) the arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the court or arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) we reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.

With the exception of subparts (1) and (2) in the paragraph immediately above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Terms, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, either of subparts (1) and (2) in such paragraph (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in New York, New York.

Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding these Terms to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

Notwithstanding any provision in these Terms to the contrary, if we seek to terminate this Arbitration section as included in these Terms, any such termination shall not be effective until thirty (30) days after the version of these Terms not containing such section is posted to the Services, and shall not be effective as to any claim of which you provided us with written notice prior to the date of termination. For more information on the AAA, its Rules and Procedures, and how to file an arbitration claim, you may call the AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

15. APP STORES

You acknowledge and agree that the availability of the App and the Services are dependent on the applicable App Store. You acknowledge that the Terms are between you and sp0n and not with the App Store. Sp0n, not the App Store, is solely responsible for the Service, including the App, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). To use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Service, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all terms of agreement imposed by the applicable App Store when using any Service, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.

A. Accessing and Downloading the App from Apple App Store

The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store: 

You acknowledge and agree that (1) the Terms are concluded between you and sp0n only, and not Apple; and (2) sp0n, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. 

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. 

In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between sp0n and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of sp0n. 

You and sp0n acknowledge that, as between sp0n and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

You and sp0n acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between sp0n and Apple, sp0n, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the Terms. 

You and sp0n acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. 

Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

16. OTHER GENERAL TERMS

The failure of sp0n to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. You may not assign or transfer these Terms, by operation of law or otherwise, without sp0n’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. sp0n may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Any notices or other communications provided by sp0n under these Terms, including those regarding modifications to these Terms, will be given: (a) via email; or (b) by posting to the Services and your continued use of the Services constitutes your acceptance. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

These Terms and our Privacy Policy are the entire and exclusive agreement between sp0n and you regarding the Services (excluding any services for which you have a separate agreement with sp0n that is explicitly in addition to or in place of these Terms), and these Terms supersede and replace any prior agreements between sp0n and you regarding the Services and Content.

These Services are operated and provided by sp0n, Inc., mailing address 197 Grand St, Ste 3W, New York, NY 10013. If you have any questions about these Terms, please contact us at support@citizen.com.