Terms of Service

Last Modified: DECEMBER _18_, 2019

These Terms of Use, together with our Privacy Policy and Copyright Policy (the “Agreement”) is a binding agreement between you (“End User”, “you” or “your”) and Locate Spot, LLC (“Spotfile”, “Company”, “we”, “us” or “our”). This Agreement governs your use of the Spotfile software application (“Application”). The Application is licensed, not sold, to you, and your use of the Application is expressly pursuant to and subject to this Agreement. Throughout this Agreement, End User and Spotfile may each be referred to as a “Party” or collectively, the “Parties”.

BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE APPLICATION YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF SOUND MIND AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT (18 YEARS OF AGE OR OLDER); AND (C) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE APPLICATION. IF YOU HAVE ALREADY DOWNLOADED THE APPLICATION, DELETE IT FROM YOUR COMPUTING DEVICE.

CHANGES TO THIS AGREEMENT

We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the Application constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you sign into your account, access, or use the Application. Therefore, we encourage you to review this Agreement regularly.

If, within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal to the email address provided in Section 26 herein. Upon providing us with the written notice of the withdrawal of your acceptance, you are no longer authorized to access or use the Application and you must delete it from your Computing Device.

1. License Grant. Subject to the terms of this Agreement, Spotfile grants you a personal, limited, non-exclusive, revocable, and non-transferable license to:

(a) download, install, and use the Application on a mobile computing device that is owned or otherwise controlled by you (“Computing Device”).

(b) access, view, and use on such Computing Device the Spotfile Content (as defined in Section 4) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement, and any other terms and conditions applicable to such Content as set forth in Section 4.

2. License Restrictions. You shall not:

(a) copy the Application, except as expressly permitted by this license;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application or any of its parts;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any of its parts;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one user device without creating unique user accounts for each user in accordance with this Agreement; or

(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application.

(g) upload material which includes violence, profanity, sexual content, nudity, or content in which in the opinion of Spotfile may be considered inappropriate.

3. Use of the Application; Account Security.

(a) The Application is intended specifically to allow End Users to upload End User Provided Materials (as defined below in Section 5) and share it with others, including for example, other users, businesses, government entities, and other organizations. Provided the End User enables permissions for the Application to access and utilize the location of the End User’s computing device, the End User Provided Materials will be automatically stamped with location, time and certain other information that can be useful to other End Users and third parties receiving the End User Provided Materials, when shared by the End User.

(b) In addition to creating, collecting and sharing End User Provided Materials, the Application may allow users to:

(i) Attach notes, events, actions, dates, and updates in connection with the End User Provided Materials; and

(ii) Communicate with other End Users and third parties about End User Provided Materials that have been shared;

(c) To access the Application, and to recover your account and any End User Provided Materials in the event that you lose the use of your Computing Device, you will be required to register for a unique, individual user account (an “Account”) as an End User.

(d) To create your Account and generally use the Application, you may be asked to provide us with at least the following information (along with any fields or data marked as mandatory as part of the Account creation process):

(i) Your first and last name;

(ii) Your mobile telephone number;

(iii) Your email address.

(e) You may be able to download, access, and utilize the Application on a provisional or limited basis without registering for an Account for a limited time. maybe or capacity In the event that you access or use the Application without registering for an Account and subsequently lose the use of your Computing Device, any information or data that you uploaded to or entered into the Application may be lost forever. We may be able to recover such information or data upon your request (if possible), but we have no obligation to do so. Any recovery of your data by us may be subject to a fee.

(f) We reserve the right, at any time to require you to register for an Account to continue your use of the Application. We may notify you of the requirement to register for an Account directly through the Application and/or via an email address if you provided one to us. In the event that you fail to register for an Account by the date specified in the notification, we reserve the right to terminate your use of the Application, which may result in the permanent deletion of all End User Provided Materials that you have uploaded, together with any other data. We expressly disclaim any and all liability for the deletion or loss of any End User Provided Materials pursuant to this Section 3(f).

(g) You are responsible for keeping your Account, password, and all End User Provided Materials secure. You agree to notify us immediately of any unauthorized access to or use of your Account, user name, or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account so as not to provide third parties with Account credentials.

(h) All of the data, text, information, graphics, images, records, documents, photographs, profiles, audio and video files, links and other content and materials (collectively, “Data”) that is uploaded, submitted, stored, and/or transmitted through the use of the Application by an End User shall be owned by that End User. Notwithstanding the foregoing, as a condition of your access and use of the Application, you agree to provide Spotfile a non-exclusive, irrevocable license to access, use and share your Data in accordance with this Agreement and the Privacy Policy, to support the continued operation of the Application and for Spotfile’s business purposes.

(i) You acknowledge and agree that (i) the Application is intended, and is provided by us, as a venue for arranging, viewing and sharing End User Provided Materials between End Users and third parties; (ii) the services provided by the Application are dependent upon factors outside our control, including but not limited to, the operation of third party provided hardware and network services; (iii) the information that is available to you via the Application is provided by you or other End Users; (iv) the services provided by the Application are not a substitute for reporting emergencies to the proper authorities; and (v) there may be occasional communication failures or delays in the delivery or receipt of properly sent information and communications.

(j) We have the right to disable any Account at any time if, in our sole opinion, you have violated any provision of this Agreement.

(k) We reserve the right to change, suspend, disable, or delete any features or functionality of the Application at any time and without notice.

4. Reservation of Rights; Content.

(a) You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest or any other rights in the Application under this Agreement, other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Except as expressly granted in this Agreement, Spotfile reserves and shall retain all rights, title, and interest in the Application and Spotfile Content , including all copyrights and copyrightable subject matter, trademarks and trademarkable subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, both now in existence or that may be created, relating thereto. The Application may provide you with access to information, data, functionality and content (collectively, “Spotfile Content”) available and/or accessible through or via the Application. Your access to and use of such Spotfile Content is governed by this Agreement.

(b) The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Our Copyright Policy is applicable to the Application and is expressly incorporated into this Agreement. Our Copyright Policy is available here: www.Spotfile.com/copyright-policy.

5. End User Provided Materials. Spotfile does not allow end user provided material which includes violence, profanity, sexual content, nudity, or content in which in the opinion of Spotfile may be considered inappropriate. You acknowledge and agree that Spotfile is not responsible for the accuracy, completeness, correctness, timeliness, validity, copyright compliance, legality, decency, formatting, quality, availability, or any other aspect of materials, information or Data uploaded to the Application by you or any End User (collectively, the “End User Provided Materials”). SPOTFILE DOES NOT ASSUME AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY OR RESPONSIBILITY TO YOU, OR ANY OTHER PERSON OR ENTITY FOR ANY END USER PROVIDED MATERIALS.

6. Collection and Use of Your Information.

(a) You acknowledge that when you download, install, or use the Application, you may be required to provide certain information about yourself as a condition to downloading, installing, accessing, or using the Application or its features. Spotfile may also use automatic means to collect information about your Computing Device (s), the End User Provided Materials and your use of the Application. This automatic collection may include collecting certain metadata associated with End User Provided Materials such as location data and time stamps. Furthermore, the Application may provide you with opportunities to share such information about yourself and the End User Provided Materials with others, including with third party services providers, at your option. All information we collect through or in connection with this Application is subject to our Privacy Policy (www.Spotfile.com/privacy-policy), which is incorporated herein by reference. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

(b) Spotfile will comply with applicable data privacy laws, data breach laws and industry standards in the United States of America. Spotfile will maintain a commercially reasonable data security program, which shall include reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of Data.

7. Geographic Restrictions. The Application and Spotfile Content are based in the State of Georgia in the United States. While you may have the ability to access the Application from outside the United States, Spotfile is NOT responsible for compliance with local laws, customs, or directives outside of the United States. You acknowledge that you may not be able to access the Application or all or some of the Spotfile Content outside of the United States and that access outside the United States may not be legal by certain persons or in certain countries. If you access the Application from outside the United States, you are responsible for compliance with local laws.

8. Updates. Spotfile may from time to time in its sole discretion develop and provide Application updates. These updates may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Spotfile has sole discretion to issue Updates. You agree that Spotfile has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Computing Device settings, when your Computing Device is connected to the internet either:

(a) the Application will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You agree to promptly download and install all Updates upon receiving notice and acknowledge and agree that the Application or portions of the Application may not properly operate should you fail to do so. You further understand and agree that all Updates will be deemed Spotfile Content and part of the Application, and be subject to all terms and conditions of this Agreement.

9. Third Party Materials. The Application may display, include or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third Party Materials”). You acknowledge and agree that Spotfile is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. SPOTFILE DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY THIRD PARTY MATERIALS, OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTIES (INCLUDING WITHOUT LIMITATION, DATA BREACHES). Third Party Materials and links are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

10. Term and Termination.

(a) The term of Agreement commences when you download the Application and will continue in effect until terminated by you or by Spotfile as set forth in this Section 10.

(b) You may terminate this Agreement by deleting the Application and all copies from your Computing Device(s).

(d) Upon termination:

(i) all rights granted to you under this Agreement will be terminated; and

(ii) you must cease all use of the Application and delete all copies of the Application from your Computing Device(s) and Account.

(e) Termination will not limit any of Spotfile’s rights or remedies at law or in equity.

11. Warranties.

(a) Spotfile represents and warrants that it has the proper rights and authority to grant the license to you to utilize the Application.

(b) You represent, warrant, and covenant that:

(i) you shall at all times comply with applicable laws, regulations, and government directives in your use of the Application and in your communication with other End Users and any other third parties via or through the use of the Application;

(ii) you have obtained all required permissions and authorizations that may be necessary from all appropriate parties in order to use the Application and Spotfile Content, and to upload, access, view, download, and use any End User Provided Materials;

(iii) all End User Provided Materials that you input or upload to the Application are either owned by you, or have been lawfully obtained by you, and that you have all of the necessary authorizations from the appropriate parties to possess, view, access, and upload such End User Provided Materials (and, if applicable, to share them with third parties); and

(iv) your use of the Application does not and will not conflict with, or infringe upon, the rights of any third party.

12. Disclaimer of Warranties.

(a) THE APPLICATION IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SPOTFILE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SPOTFILE PROVIDES NO WARRANTY AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

(b) SPOTFILE DOES NOT UNDERTAKE TO PROVIDE, OR FACILITATE ANY SERVICE TO YOU OTHER THAN WHAT IS EXPRESSLY DEFINED IN THIS AGREEMENT, AND AS SUCH, SPOTFILE MAKES NO REPRESENTATIONS AND DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH ANY TYPE OF THIRD PARTY SERVICE YOU CHOSE TO INTERACT WITH THROUGH THE APPLICATION.

(c) SPOTFILE MAKES NO REPRESENTATIONS AND DISCLAIMS ANY AND ALL WARRANTIES AS TO THE SKILL SET, COMPETENCY, AVAILABILITY, OR ANY OTHER QUALITY OF ANY PARTY (INCLUDING ANY END USER) WHO MAY UTILIZE THE APPLICATION IN CONNECTION WITH PROVIDING SERVICES TO YOU OR TO ANY THIRD PARTY.

(d) SPOTFILE MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OF ANY KIND AS TO THE ACCURACY, COMPLETENESS, APPROPRIATENESS, RELIABILITY, TIMELINESS, USABILITY, AVAILABILITY, OR ANY OTHER QUALITY, OF ANY END USER PROVIDED MATERIALS IN UTILIZING THE APPLICATION.

13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPOTFILE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE APPLICATION, THE SPOTFILE CONTENT, OR ANY ASSOCIATED SERVICES FOR:

(a) PERSONAL INJURY, WRONGFUL DEATH, PERSONAL OR PROFESSIONAL NEGLIGENCE, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF GOODWILL, BREACH OF PRIVACY, UNAUTHORIZED ACCESS OF YOUR DATA BY THIRD PARTIES, LOSS OF DATA, BUSINESS INTERRUPTION, COMPUTING DEVICE FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES;

(b) UNDER NO CIRCUMSTANCES WILL SPOTFILE, OR ANY OF OUR AFFILIATES BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER INDIVIDUAL OR ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) USE OF THE APPLICATION OR ANY SERVICES OFFERED THEREON, (2) RELIANCE ON SPOTFILE CONTENT OR END USER PROVIDED MATERIALS BY YOU OR ANYONE USING YOUR PASSWORD, OR (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY US OR OUR CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) IN NO EVENT SHALL SPOTFILE’S LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT, IN THE AGGREGATE, EXCEED THE LESSER OF (1) THE AMOUNT ACTUALLY PAID BY YOU FOR THE USE OF THE APPLICATION WITHIN THE IMMEDIATE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR (2) FIVE HUNBDRED DOLLARS ($500.00). THIS SECTION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGES HEREUNDER.

(d) THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Additional Disclaimers and Limitations of Liability. IN NO EVENT SHALL SPOTFILE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER THAT ARISE OUT OF, OR THAT ARE IN CONNECTION WITH A THIRD PARTY’S USE OF THE APPLICATION, INCLUDING, BUT NOT LIMITED TO:

(a) PERSONAL INJURY OR DEATH, WHETHER INVOLVING YOU, OR A THIRD PARTY;

(b) ANY ACT OR OMISSIONS OF A PERSON OR PERSONS WHO PROVIDE SERVICES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSONS.

(d) INABILITY TO ACCESS OR USE (OR ANY DELAYS IN THE USE OF) THE APPLICATION, ANY FEATURES OF THE APPLICATION, SPOTFILE CONTENT, OR END USER PROVIDED MATERIALS, TO UTILIZE OR OBTAIN UPLOADED CONTENT FOR ANY REASON, EVEN IF IT IS DUE TO A MALFUNCTION OF THE APPLICATION;

15. Indemnification. You agree to indemnify, defend and hold harmless Spotfile and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the Application; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; iv) your infringement of the intellectual rights of any third party; v) breach of warranties by you; vi) any of your negligent, willful, or fraudulent acts or omissions, including misconduct; or iv) your agreement or relationship with any third party. Furthermore, you agree that Spotfile assumes no responsibility for the information or content you submit or make available through this Application or the content that is made available to you by third parties.

16. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, then the provision shall be amended to achieve as closely as possible the full intent of the illegal or unenforceable provision, and all other provisions of this Agreement will continue in full force and effect.

17. Dispute Resolution. In the event of a dispute, claim or controversy between the Parties that arises out of or relates to the breach, termination, enforcement, interpretation or validity of any provision of this Agreement (and including, without limitation, statutory, common law, or equitable claims), the Parties agree to resolve all such matters by means of binding arbitration. The Parties acknowledge that this Agreement evidences transactions involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Agreement.

(a) Either Party may institute an arbitration proceeding exclusively before the American Arbitration Association (“AAA”). The arbitration will be conducted before a single, neutral arbitrator, and each arbitration shall be commenced as an individual arbitration event, and not as a class arbitration. The arbitrator will be selected and agreed to by the Parties, but in the event that the Parties are unable to agree upon the arbitrator, the AAA shall appoint an arbitrator with sufficient understanding of the business, science, and technology issues relevant to resolving the dispute. The arbitrator shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and to grant permanent equitable relief.

(b) For arbitration before the AAA, the Commercial Arbitration Rules will apply. This Section 17 shall govern in the event it conflicts with the applicable arbitration rules.

(c) The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law and limitations of liability set forth herein, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a Party. Such award will be final and binding on the Parties, except for any right of appeal, and may be entered in any court having jurisdiction over the Parties for purposes of enforcement.

(d) The Parties agree to bring any arbitration proceedings in Fulton County, Georgia, USA, and the Parties agree to use this location for arbitration.

(e) Each Party hereto shall be responsible for its own attorney’s fees, costs, and expenses.

(f) The Parties agree that the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action).

(g) The arbitration award will be valid and binding upon the Parties, and judgment thereon may be entered and enforced as a final judgment in any court with competent jurisdiction.

18. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule.

19. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

20. Entire Agreement. This Agreement (including our Privacy Policy and Copyright Policy), constitute the entire agreement between you and Spotfile with respect to the Application and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

21. Waiver. No failure to exercise, and no delay in exercising, on the part of either Party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

22. No Employment or Agency Relationship. No provision of this Agreement, or any part of relationship between you and Spotfile, is intended to create nor shall they be deemed or construed to create any relationship between you and Spotfile other than that of an End User of the Application and services provided.

23. Equitable Relief. You acknowledge and agree that your breach of this Agreement would cause Spotfile irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Spotfile may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.

24. Headings. The headings in this Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation this Agreement.

25. Comments, Concerns and Notifications. The Application is operated by Locate Spot, LLC. All feedback, comments, requests for technical support and other communications relating to the Application should be directed to: Contact@Spotfile.com