Terms of Use Agreement for sp0n Citizen Service

Last Updated: May 15, 2019

PLEASE READ THIS TERMS OF USE AGREEMENT (“TERMS”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU SP0N, INC. (DBA CITIZEN) (“SP0N,” “COMPANY,” “WE,” OR “US”).

SECTION 15 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.

By accessing or using a website with an authorized link to this Agreement (“Website”), installing or using the Citizen mobile application (“App”), registering an account or accessing or using any content, information, services, features or resources available or enabled via the Website or App (collectively with the Website and App, the “Services”), or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent that you are at least 13 years old; (3) represent you are either of legal age in your jurisdiction of residence to form a binding contract or if you are below such legal age, that you have the consent of your parents or legal guardians to use the Services and enter into these Terms; and (4) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.

Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services (“Supplemental Terms”) which are incorporated by reference into these Terms. To the extent there is any conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.

We may revise these Terms and any Supplemental Terms from time to time, the most current version will always be at http://www.citizen.com/termsandconditions. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your Account (as defined below) and/or by posting a notice through the Services. If you do not wish to be bound by any such revisions to the Terms and Supplemental Terms, you must end these Terms with us as set forth in Section 10. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms and Supplemental Terms.

  1. Safe Use of the Services

    2. REMEMBER TO BE ALERT AT ALL TIMES, STAY AWARE OF YOUR SURROUNDINGS, AND USE THE SERVICES SAFELY. PLEASE DO NOT TRESPASS, OR IN ANY MANNER GAIN OR ATTEMPT TO GAIN ACCESS TO ANY PROPERTY OR LOCATION WHERE YOU DO NOT HAVE THE RIGHT OR PERMISSION TO BE. YOU AGREE TO FOLLOW ALL APPLICABLE LAWS, RULES, AND REGULATIONS AND THE INSTRUCTIONS OF ANY OFFICIAL AUTHORITIES IN THE EVENT A CRIMINAL OR HAZARDOUS ACTIVITY IS REPORTED NEAR YOUR LOCATION. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK, AND IT IS YOUR RESPONSIBILITY TO MAINTAIN SUCH HEALTH, LIABILITY, HAZARD, PERSONAL INJURY, MEDICAL, LIFE, AND OTHER INSURANCE POLICIES AS YOU DEEM REASONABLY NECESSARY FOR ANY INJURIES THAT YOU MAY INCUR WHILE USING THE SERVICES. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT IN CONJUNCTION WITH YOUR USE OF THE SERVICES, YOU WILL NOT INFLICT EMOTIONAL DISTRESS ON, ASSAULT, OR THREATEN OTHER PEOPLE, ENTER ONTO PRIVATE PROPERTY WITHOUT PERMISSION, OR OTHERWISE ENGAGE IN ANY ACTIVITY THAT MAY ENGAGE IN INJURY, DEATH, PROPERTY DAMAGE, AND/OR LIABIITY OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE SP0N, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SERVICE PROVIDERS, LICENSORS, LICENSEES, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, LIABILITY, LOSSES, AND DAMAGES, WHATSOEVER ARISING FROM YOUR BREACH OF THIS PARAGRAPH, INCLUDING WITHOUT LIMITATION, CLAIMS BASED ON YOUR VIOLATION OF ANY APPLICABLE LAW, RULE, OR REGULATION, OR FOR PROPERTY LOSS OR DAMAGE, PERSONAL INJURY, OR DEATH. THIS RELEASE WILL BE BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, AND ANY OTHER INTEREST 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 which states “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party” or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation Missouri, Delaware 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.

  2. Privacy

    3. 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 available at http://www.sp0n.com/citizen/privacy.html , which governs our collection and use of such information.

  3. Service Access Credentials

    4. When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by unauthorized users and agree not to share your Account or password with anyone. You further agree to notify sp0n immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. sp0n reserves the right to remove or reclaim any Accounts at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of sp0n. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU.

    As part of the registration process, we will send you a text message to confirm your phone number. By registering for an Account, you consent to receiving a text message to confirm your phone number. Standard carrier message and data rates may apply.

  4. Content on the Services

    5. You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. The videos, live videos, information, incident alerts, text, graphics, photos or other materials (collectively referred to as “Content”) you submit, post, or display may be able to be viewed by other users of the Services or members of the public, as well as through third-party services. You agree that Content you provide to the Services will comply with the terms of the Community Code of Conduct (https://citizen.com/communitystandards).

    All Content transmitted to or through the Services is the sole responsibility of the person who originated or captured such Content. We may, but we 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 of any users or other third parties expressed via the Services. Under no circumstances will sp0n be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or distributed elsewhere.

  5. Content Rights

    6. You retain ownership of any Content you submit, post or display on or through the Services. In order to make the Services available to you, sp0n needs a license from you. By submitting, posting or displaying Content on or through the Services, you grant sp0n a worldwide, exclusive, perpetual, irrevocable, assignable (without your further consent), sublicensable (without your further consent and through multiple layers of distribution), royalty-free 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).

    You agree that this license to sp0n includes the right for sp0n to use any Content you submit, post, transmit or otherwise make available through the Services to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with sp0n for the broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such uses by sp0n, or other companies, organizations or individuals who partner with sp0n, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.

    We (including our licensees and/or sublicensees) may modify or adapt your Content in order 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 are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. 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 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 or regulation.

  6. Your License to Use the Services

    7. sp0n grants you a revocable, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services solely for your personal, non-commercial purposes. This license is 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 8, below.

    In order to use the Services in any manner, 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 (at your election); 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 Services will not function as intended on your device.

  7. sp0n Rights

    8. All right, title, and interest in and to the Services (excluding Content provided by users and other third parties) 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, or suggestions you may provide regarding sp0n, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

    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. sp0n also retains the right to create limits on your use of the Services at sp0n’s sole discretion at any time without prior notice to you.

  8. Restrictions on Content and Use of the Services

    9. We reserve the right at all times (but will not have any obligation) to remove or refuse to distribute any Content on the Services and to suspend and or terminate users without liability to you.

    You may NOT post 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, and publicity rights;
    • Promotes discrimination, hatred or harm against any individual or group;
    • Is defamatory, obscene or pornographic; or
    • Is harassing, abusive, constitutes spam or that is otherwise inconsistent with the purposes for which sp0n makes the Services available.

    We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of sp0n, its users and the public. sp0n does not disclose personally identifying information to third parties except in accordance with our Privacy Policy.

    You may not do any of the following while accessing or using the Services:

    • 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, sending a virus, overloading, flooding, spamming, 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, 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 name without sp0n’s express written consent;
    • use the Services or Content, 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;
    • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
    • interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
    • collect or store any personally identifiable information from other users of the Services without their express permission;
    • violate any applicable law or regulation; or
    • encourage or enable any other individual to do any of the foregoing.
  9. Procedure for Making Claims of Copyright Infringement.

    10. If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature 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; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement 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 above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: Jacqueline Huang, sp0n, Inc. dba Citizen, 197 Grand Street St, Suite 3W CITIZEN, New York, NY 10013.

  10. Termination of these Terms

    11. The Terms will continue to apply until terminated by either you or sp0n as follows.

    You may terminate your legal agreement with sp0n at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please contact us at support@sp0n.com

    We may suspend or terminate your account or cease providing you with all or part of the Services at any time in our sole discretion, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) 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.

    In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall survive and continue to apply: 1, 2, 3, 4, 5, and 7 through 17.

    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.

  11. Indemnity

    12. You will indemnify and hold harmless sp0n, its affiliated entities, and our and their respective officers, directors, employees, agents, representatives, successors and assigns 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 (i) your access to or use of the Services or Content, (ii) your Content, or (iii) your violation of these Terms.

  12. Warranty Disclaimers

    13. 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”). The subsection below only applies up to the maximum extent permitted under applicable law.

    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, THE SP0N ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

    THE SP0N ENTITIES MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (I) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT; (II) 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; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; (IV) ANY CLAIM THAT THE SERVICES DO NOT MEET YOUR REQUIREMENTS OR ARE NOT AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; OR (V) ANY ERRORS IN THE SERVICES OR ANY CONTENT WILL BE CORRECTED. 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.

    THE MATERIAL THAT APPEARS ON OUR SERVICES IS FOR INFORMATIONAL PURPOSES ONLY. DESPITE OUR EFFORTS TO PROVIDE USEFUL AND ACCURATE INFORMATION, ERRORS MAY APPEAR FROM TIME TO TIME. IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH OUR SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

    CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

  13. Limitation of Liability

    14. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 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, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY IN CONNECTION WITH OR RELATED TO THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; OR (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

    IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE SP0N ENTITIES TO YOU EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY. THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.

    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.

  14. Third Party Services
    1. Advertisements. The Services may include advertisements, which 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. The types and extent of advertising by sp0n on the Services are subject to change. In consideration for sp0n granting you access to and use of the Services, you agree that sp0n and its affiliates, third-party providers and partners 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.
    2. Links. The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) 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 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.
    3. App Stores. You acknowledge and agree that the availability of the App is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play Store (“App Store”). You acknowledge that this Agreement is between you and sp0n and not with the App Store. sp0n, not the App Store, is solely responsible for Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order 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 Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Services, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them.

    4. Additional Terms for Apple Apps. With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. In addition, the following terms apply to any App Store Sourced Application:

      1. You acknowledge and agree that (i) this Agreement is concluded between you and sp0n only, and not Apple, and (ii) 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.
      2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
      3. 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.
      4. 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, privacy, or similar legislation.
      5. 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 this Agreement.
      6. You and sp0n acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
      7. Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
  15. Dispute Resolution.

    16. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with sp0n, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “sp0n Parties”) and limits the manner in which you can seek relief from the sp0n Parties.

    1. Applicability of Arbitration Agreement. You agree that any dispute between you and any of the sp0n Parties relating in any way to the Services or these Terms, will be resolved by binding arbitration, rather than in court, except that (1) you and the sp0n Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the sp0n Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of this Agreement and shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the sp0n Parties on your behalf.
    2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to sp0n, Inc., attn: Custodian of Records, sp0n, Inc., (dba Citizen), PO Box 55071 #92726 Boston, MA 02205-2071.. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available athttp://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available athttp://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.comor by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, sp0n will pay them for you.

      You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the U.S. county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

    3. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement and any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and the sp0n Parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the sp0n Parties.
    4. Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 15.1, YOU AND THE SP0N PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the sp0n Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    5. Waiver of Class or Other Non-Individualized Relief. BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU AND EACH OF THE SP0N PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ALL CLAIMS AND DISPUTES SUBJECT TO ARBITRATION UNDER THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS SUBJECT TO ARBITRATION UNDER THIS ARBITRATION AGREEMENT, AND CLAIMS OF ONE USER OR PERSON CANNOT BE ARBITRATED OR CONSOLIDATED WITH CLAIMS OF ANY OTHER USER OR PERSON. If applicable law precludes enforcement of any of this Section 15.5’s limitations as to a given claim for relief, then the applicable claim must be severed from the arbitration and may be brought into the state or federal courts located in New York in accordance with Section 16. All other claims shall be arbitrated.
    6. 30-Day Right to Opt Out You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: sp0n, Inc., attn: Custodian of Records, sp0n, Inc., (dba Citizen), PO Box 55071 #92726 Boston, MA 02205-2071 or email to legal@citizen.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
    7. Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with sp0n.
    8. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if sp0n makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing sp0n at the following address: sp0n, Inc., attn: Custodian of Records, sp0n, Inc., (dba Citizen), PO Box 55071 #92726 Boston, MA 02205-2071
  16. Governing Law

    17. Unless otherwise required by law, this Agreement and any action related hereto will be governed by and interpreted under the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Each party agrees that any and all causes of action between the parties arising from or in relation to this Agreement will be brought exclusively in the state and federal courts located in New York City. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.

  17. General Terms

    18. The failure of sp0n to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

    In the event that 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 and void. 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: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

    These Terms 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.

    Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that sp0n intends to announce or promote the availability of such services or content in your country. Services are controlled and offered by sp0n from its facilities in the United States of America. sp0n makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.

    You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

    These Services are operated and provided by sp0n, Inc., attn: Custodian of Records, sp0n, Inc., (dba Citizen), PO Box 55071 #92726 Boston, MA 02205-2071. If you have any questions about these Terms, please contact us at the address above or at legal@citizen.com.