Terms of Service

Welcome to Spill.com. Please read these Terms of Use carefully before using our websites or services.
This end user license agreement (the “Terms of Use”) is between you(referred to hereinafter as “you”, “your,” or “user”) and Spill.com. Asused in these Terms of Use, “Spill.com” includes MIVA Inc. and all ofits subsidiary and affiliated entities, and is referred to in theseTerms of Use as “we,” “us” and “our.” This Agreement applies to thewebsite at www.Spill.com and any other internet sites on which theseTerms of Use are posted (collectively, the “Sites” or “Spill.com Sites”), also to the various services offered at all such Sites,including access to content, data, materials and information, and toany promotion, review, use or display of your Submissions, as definedin Section 4 (collectively, the “Services”).  
By using any Spill.com Sites or Services you signify your agreement tothese Terms of Use. If you do not agree to these Terms of Use, you maynot use this website or the Services. We reserve the right, in our solediscretion, to change, modify, add or delete portions of these Terms ofUse at any time in accordance with the procedures set forth below inSection 15.

1.  CONSIDERATION

You acknowledge that these Terms of Use are supported by reasonableand valuable consideration, the receipt and adequacy of which arehereby acknowledged. Without limiting the foregoing, you acknowledgethat such consideration includes, without limitation, your use of theSites or Services.

2.  CHILDREN

Spill.com Sites and Services are not directed to children under the ageof 13. Spill.com Sites and Services will not knowingly collect personally identifiable information from anyone under 13.
If parents or other concerned adults have any anxieties about Spill.com Sites or Services, please contact us at support@spill.com.

3.  SERVICES & USE RESTRICTIONS

We are committed to providing our users with access to a rich collection of video content and services, including movie clips and reviews, at no cost to the user.

1. All information, content and materials contained or offered on theSites or through the Services are our copyrighted property or the copyrighted property of our content suppliers, licensors or licensees. All trademarks, service marks, trade names, and trade dress are proprietary to us and/or our content suppliers, licensors or licensees. No information, content or material from any Sites or Services may becopied, reproduced, republished, uploaded, posted, transmitted ordistributed in any way, except that you may download one copy of the information, content or materials on any single computer for your personal, non commercial home use, provided that:  (a) you keepintact all copyright and other proprietary notices, (b) you make nomodifications to the information, content or materials provided at theSites or through the Services, (c) you do not use information, contentor materials from Sites in a manner that suggests an association withany of our products, services or brands, (d) you do not distribute ortransfer any information, content or materials from the Sites orServices on any media without Spill.com’s prior written approval, and(e) you otherwise comply in full with these Terms of Use. 
2. The Sites are only for your personal use. You may not use the Sitesor Services for commercial purposes or in any way that is unlawful, orharms us or any other person or entity, as determined in our solediscretion.
3. In the event that you download software from any Spill.com Site,the software, including any files, video or other images incorporatedin or generated by the download, and any data accompanying suchdownload (collectively, the “Software”) are licensed to you by usand/or third-party licensors for your personal, noncommercial home useonly. We do not transfer title to the Software to you. You may own themedium on which the Software resides, but we or our third-party contentproviders and/or licensors retain full and complete title to theSoftware and all intellectual property rights therein. You may notredistribute, sell, auction, decompile, reverse engineer, disassembleor otherwise reduce the Software to a human-readable form.

4.  SUBMISSIONS

1. The Sites may now or in the future permit the submission, hosting,sharing and/or publishing of videos or other communications, includingmessage board submissions or reviews, written or otherwise, posted byyou and/or other users at Spill.com Sites (collectively “Submissions”).You understand Submissions become published content, free to becollected and used by the public, when posted onto the Spill.com Sitesat the direction of anyone using the Sites and such shall not beconsidered Personal Information subject our Privacy Policy. Whether or not such user Submissions are published, Spill.comdoes not guarantee any confidentiality with respect to any suchSubmissions. Additionally, please note that media files uploaded byusers to the Spill.com Sites cannot be removed and remain subject tothese Terms of Use.
2. You shall be solely responsible for your own Submissions and theconsequences of posting or publishing them. In connection with suchSubmissions, you affirm, represent, and warrant that: (i) you own orhave the necessary licenses, rights, consents, and permissions to usesuch content and authorize us to use all patent, trademark, tradesecret, copyright or other proprietary rights in any and allSubmissions so to enable inclusion and use of the Submissions in themanner contemplated by the Sites, Services and these Terms of Use; and(ii) you have the written consent, release, and/or permission of everyidentifiable individual person used, captured or characterized in theSubmission to use the name or likeness of every such identifiableindividual person in order to enable inclusion and use of theSubmissions in the manner contemplated by the Sites, Services and theseTerms of Use.
3. You retain all of your ownership rights in your Submissions.However, by posting your Submissions with us, you hereby grantSpill.com, including MIVA Inc., a worldwide, perpetual, irrevocable,non-exclusive, sublicenseable, royalty-free, transferable license touse, reproduce, modify, adapt, publish, translate, distribute andprepare derivative works of, and display and/or perform the Submissionsas we see fit. Such shall include, without limitation, promoting andredistributing part or all of the Submissions (and derivative worksthereof) in any media formats and through any media channels. You grantSpill.com the right to use and publish the name that you submit inconnection with Submissions. You also hereby grant each user of theSites and Services a non-exclusive license to access your Submissionsthrough the Sites, and to use, reproduce, distribute, preparederivative works of, display and perform such Submissions as permittedthrough the functionality of the Sites and Services under these Termsof Use.
4. In connection with Submissions, you further agree that you willnot: (i) publish falsehoods or misrepresentations that could damageSpill.com or any third party; (ii) post advertisements or solicitationsof business, as solely defined by us, (iii) impersonate another person.(iv) submit material that is copyrighted, protected by trade secret orotherwise subject to third party proprietary rights, including privacyand publicity rights, unless you are the owner of such rights or havepermission from their rightful owner to post the material and to grantall of the license rights granted herein; or (v) submit material thatis unlawful, obscene, defamatory, libelous, threatening, pornographic,harassing, hateful, racially or ethnically offensive, or encouragesconduct that would be considered a criminal offense, give rise to civilliability, violate any law, or is otherwise inappropriate.

5.  ENDORSEMENT, INFRINGEMENT AND REMOVAL OF CONTENT

1. We do not endorse any Site content, including Submissions, or anyopinion, recommendation, or advice expressed therein, and Spill.comexpressly disclaims any and all liability in connection withSubmissions and or third party opinions. Furthermore, you understandthat when using the Sites, you will be exposed to Submissions and othercontent from a variety of sources, and that Spill.com is notresponsible for the accuracy, appropriateness, usefulness, safety, orintellectual property rights of or relating to such content. Youfurther understand and acknowledge that you may be exposed toSubmissions and content that are inaccurate, offensive, indecent, orobjectionable, and you agree to waive, and hereby do waive, any legalor equitable rights or remedies you have or may have against Spill.comwith respect thereto, and agree to indemnify and hold Spill.com, itsowner/operators, affiliates, and/or licensors, harmless to the fullestextent allowed by law regarding all matters related to your use of theSites and Services.
2. Spill.com does not permit copyright infringing activities orinfringement of intellectual property rights on its Sites, and we willremove all content, including Submissions, if properly notified thatany such content or Submissions infringe on another’s intellectualproperty rights. We reserve the right to remove any content, includingSubmissions, without prior notice. We may also terminate a user’saccess to Sites if they are determined to be a “repeat infringer.” Arepeat infringer is a user who has been notified of infringing activitymore than twice and/or has had a Submission removed from the Websitemore than twice. We also reserve the right to decide, in our solediscretion, whether content or a Submission is appropriate and complieswith these Terms of Use for violations other than copyrightinfringement and violations of intellectual property law, such as, butnot limited to, pornography, obscene or defamatory material, orexcessive length. We may remove such Submissions and/or terminate aUser’s access for uploading such material at any time, without priornotice and at our sole discretion. Spill.com will also comply with anysubpoena or court order and otherwise cooperate with law enforcementofficials regarding the identification of any user alleged to be usingSites or Services in violation of the law. Should we deem itappropriate, we reserve the right to preserve a record of anySubmissions or content and turn all or any portion thereof over to lawenforcement officials.
3. If you are a copyright owner or an agent thereof and believe thatany Sites, Services, Submission or other content infringes upon yourcopyrights, you may submit a notification pursuant to the DigitalMillennium Copyright Act (”DMCA”) by providing our privacy officer,through customer service, with the following information in writing(see 17 U.S.C 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to acton behalf of the owner of an exclusive right that is allegedlyinfringed;
(ii) Identification of the copyrighted work claimed tohave been infringed, or, if multiple copyrighted works at a singleonline site are covered by a single notification, a representative listof such works at that site;
(iii) Identification of the material that is claimed to be infringingor to be the subject of infringing activity and that is to be removedor access to which is to be disabled and information reasonablysufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit the service providerto contact you, such as an address, telephone number, and, ifavailable, an electronic mail;
(v) A statement that you have a good faith belief that use of thematerial in the manner complained of is not authorized by the copyrightowner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate,and under penalty of perjury, that you are authorized to act on behalfof the owner of an exclusive right that is allegedly infringed.
6.  CONTENT LINKED TO THIRD PARTIES

When you are on the Sites or using Services you could be directed,via hyperlink, to third party websites that are beyond our control. Forexample, popup or banner advertisements, search results, and otherlinks from advertisers, sponsors and content partners that may or maynot use ads or logo(s) to link to their own sites. You acknowledge thatwhen you click on a link that leaves the Sites, the site you will landon is not controlled by us and different Terms of Use and privacypolicies may apply. By clicking on such links you hereby acknowledgethat we are not responsible for those websites or their associatedcontent or services. We reserve the right to disable links from anythird-party sites, although we are under no obligation to do so.

7.  ELECTRONIC COMMUNICATIONS
When youvisit the Sites and register or send e-mails to us, you arecommunicating with us electronically. By doing so you consent toreceive communications from us electronically. We will communicate withyou by e-mail or by posting notices on this site. You agree that allagreements, notices, disclosures and other communications that weprovide to you electronically satisfy any legal requirement that suchcommunications be in writing.
8.  LEGAL AND POLICY RESTRICTIONS

1. You will not submit, post, upload, distribute, or otherwise makeavailable or transmit any software or other computer files that containa virus or other harmful component, or otherwise impair or damageSites, Services or any connected network, or otherwise interfere withany person or entity’s use or enjoyment of the Sites and/or Services;
2. You will not engage in antisocial, disruptive, or destructive acts,including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing”as those terms are commonly understood and used on the Internet;
3. You agree not to use or launch any automated system, includingwithout limitation, “robots,” “spiders,” “offline readers,” etc., thataccesses the Sites or Services in a manner that sends more requestmessages to our servers in a given period of time than a human canreasonably produce in the same period by using a convention online webbrowser. Notwithstanding the foregoing, Spill.com grants the operatorsof public search engines permission to use spiders to copy materialsfrom the Sites for the sole purpose of creating publicly availablesearchable indices of the materials, but not caches or archives of suchmaterials.
4. You will not delete any legal notices, disclaimers or proprietarynotices such as copyright or trademark symbols, or modify any logosthat you do not own or have express permission to modify;
5. You will not engage in (or attempt to engage in) any criminalactivity including, without limitation, child pornography, stalking,sexual assault, fraud, trafficking in obscene or stolen material, drugdealing, harassment, theft, and conspiracy to commit any criminalactivity.

9.      DISCLAIMER

THE SERVICES, INFORMATION, CONTENT AND MATERIALS ON THESITES OR PROVIDED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND WITHOUTWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLESTEXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALLWARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ANDNONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED ININFORMATION, CONTENT AND MATERIALS ON ANY OF THE SITES OR THROUGH THESERVICES (INCLUDING, WITHOUT LIMITATION, SUBMISSIONS OR OTHERUSER-GENERATED CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE, THATDEFECTS WILL BE CORRECTED, OR THAT ANY OF THE SITES OR THE SERVERS THATMAKE SUCH INFORMATION, CONTENT AND MATERIALS AVAILABLE ARE FREE OFVIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRECOST OF ALL ASSOCIATED SERVICING, REPAIR OR CORRECTION NECESSARY. WE DONOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THERESULTS OF THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS ORSERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISERELATED IN ANY WAY TO ANY OF THE SITES, INCLUDING, WITHOUT LIMITATION,SUBMISSIONS, OTHER USER-GENERATED CONTENT OR ANY THIRD PARTY SITES ORSERVICES LINKED TO OR FROM ANY OF THE SITES IN TERMS OF THEIRCORRECTNESS, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, SAFETYOR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIEDWARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

WE EXPLICITLY DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY,COMPLETENESS OR AVAILABILITY OF INFORMATION, CONTENT AND MATERIALSFOUND ON THE WEBSITES THAT LINK TO OR FROM ANY OF OUR SITES. WE CANNOTENSURE THAT YOU WILL BE SATISFIED WITH ANY PRODUCTS OR SERVICES THATYOU PURCHASE FROM A THIRD PARTY WEBSITE THAT LINKS TO OR FROM ANY OFOUR SITES OR THIRD PARTY INFORMATION, CONTENT OR MATERIALS CONTAINED ONOUR SITES OR THROUGH OUR SERVICES (INCLUDING, WITHOUT LIMITATION,SUBMISSIONS OR OTHER USER-GENERATED CONTENT CONTAINED). WE DO NOTENDORSE ANY OF THE CONTENT, NOR HAVE WE TAKEN ANY STEPS TO CONFIRM THEACCURACY, COMPLETENESS OR RELIABILITY OF, ANY OF THE INFORMATION,CONTENT OR MATERIALS CONTAINED ON ANY THIRD PARTY WEBSITE OR IN ANYSUBMISSION. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THESECURITY OF ANY INFORMATION, CONTENT OR MATERIALS, (INCLUDING, WITHOUTLIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION) YOU MIGHT BEREQUESTED TO GIVE TO ANY THIRD PARTY. YOU HEREBY IRREVOCABLY WAIVE ANYCLAIM AGAINST US WITH RESPECT TO (A) INFORMATION, CONTENT AND MATERIALSCONTAINED ON OUR SITES OR PROVIDED THROUGH OUR SERVICES (INCLUDING,WITHOUT LIMITATION, SUBMISSIONS OR OTHER USER-GENERATED CONTENT), (B)THIRD PARTY WEBSITES OR OFFERS PLACED THROUGH THE SITES IN RESPECT TOANY INFORMATION, CONTENT AND MATERIALS YOU PROVIDE TO SUCH THIRDPARTIES (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONALINFORMATION). 

10.      INDEMNIFICATION

You hereby agree to indemnify, defend, and hold us, our contentproviders, licensors, licensees, distributors, agents, representativesand other authorized users, and each of the foregoing entities’respective resellers, distributors, service providers and suppliers,and all of the foregoing entities’ respective officers, directors,owners, employees, agents, representatives and assigns (collectively,the “Indemnified Parties”) harmless from and against any and alllosses, damages, liabilities and costs (including, without limitation,settlement costs and any legal or other fees and expenses forinvestigating or defending any actions or threatened actions) incurredby the Indemnified Parties in connection with any claim arising out ofany breach by you of these Terms of Use or claims arising from youraccount(s). You shall use your best efforts to cooperate with us in thedefense of any claim. We reserve the right, at our own expense, toemploy separate counsel and assume the exclusive defense and control ofany matter otherwise subject to indemnification by you.
Should ausername or password be necessary for any Services in the future youare entirely responsible for maintaining the confidentiality of yourusername(s), password(s), and your account(s), as well as allactivities that occur under your account(s).

13.      LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE,SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT,INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING,WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) ANDPROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USEOF, OR THE INABILITY TO USE ANY SERVICES, SITES OR ANY CONTENT,MATERIALS OR FUNCTIONS OFFERED THROUGH ANY SUCH SITES OR SERVICES, OR(B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OFTHE SITES OR SERVICES OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVEBEEN ADVISED OF THE POSSIBILITY OF ANY SPECIFIED DAMAGES. IN NO EVENTSHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OFACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO,NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR$100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITYRELATED TO ANY OF OUR SITES OR SERVICES.

Youfurther acknowledge and agree that neither we, our content providers,licensors, licensees, nor any of the foregoing entities’ respectiveresellers, distributors, service providers or suppliers are responsibleor liable for (a) any incompatibility between the Sites or Services andany other website, browser, service, software or hardware or (b) anydelays or failures you may experience with any transmissions ortransactions relating to the Sites or Services in an accurate or timelymanner. 

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION ANDELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR THE EXCLUSION,LIMITATION, OR DISCLAIMER LIABILITY FOR THE CERTAIN PROVISIONS SETFORTH IN THESE TERMS OF USE, SO SUCH EXCLUSIONS, LIMITATIONS ORDISCLAIMERS MAY NOT APPLY TO YOU.
15.      AMENDMENT

We reserve the right, in our sole discretion, to change, modify,add or delete portions of these Terms of Use at any time withoutnotice, and it is your responsibility to review these Terms of Use forany changes. Your use of Spill.com Sites or Services following anyamendment of these Terms of Use will signify and constitute your assentto and acceptance of such revised Terms of Use.
17.      GENERAL PROVISIONS

By using the Sites and/or Services you agree that:

1. You will not (a) advertise or sell any products, services orotherwise (whether or not for profit), or solicit others (including,without limitation, solicitations for contributions or donations) oruse any Submissions for commercial purposes of any kind;
2. Under no circumstances shall we, our content providers, licensors,licensees, or any of the foregoing entities’ respective resellers,distributors, service providers and suppliers be held liable for anydelay or failure in performance resulting directly or indirectly froman act of “Force Majeure” or causes beyond our or their reasonablecontrol.
3. To the extent that any Submissions submitted and/or posted by youcontain original creative works or recordings, you hereby representthat you are a member of ASCAP, BMI, SESAC or any other applicableperforming rights society and that all compositions contained in suchSubmissions are available for licensing to us directly from suchsocieties. Notwithstanding the foregoing, regardless of whether you area member of any performing rights society, you hereby grant us aperpetual, non-exclusive and irrevocable license to use any materialcontained in such Submissions;
4. If any provision of these Terms of Use shall be unlawful, void orfor any reason unenforceable, then that provision shall be deemedseverable from these Terms of Use and shall not affect the validity andenforceability of any remaining provisions.
5. This Agreement shall be constructed and controlled by the laws ofthe State of New York, without regard to its conflict of lawprovisions. Any dispute arising hereunder will be governed by the lawsof the State of New York. You agree to personal jurisdiction by thestate and federal courts of the State of New York.
6. No waiver of any provision of these Terms of Use by us shall bedeemed a further or continuing waiver of such provision or any otherprovision, and our failure to assert any right or provision under theseTerms of Use shall not constitute a waiver of such right or provision.
7. We may immediately terminate these Terms of Use with respect to you(including your access to any and all Sites and Services, or anyportion thereof) without cause and without notice to you in our solediscretion. Upon termination, you must cease use of all Sites &Services, destroy all materials obtained therefrom and all copiesthereof, whether made under these Terms of Use or otherwise.
8. The provisions of these Terms of Use, which by their nature shouldsurvive the termination of these Terms of Use, shall so survive suchtermination.
9. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF ORRELATED TO ANY SITES OR SERVICES MUST COMMENCE WITHIN ONE (1) YEARAFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTIONSHALL BE PERMANENTLY BARRED.
10. Please review our other policies (Privacy Policy). They also govern your visit to the Sites and use of the Services.

18.      QUESTIONS OR COMMENTS

All questions concerning these Terms of Use shall be directed toSpill.com at the address below. Additionally, if you have commentsabout Spill.com or other Spill Services, or if you have ideas on how toimprove them, please contact customer support.
Spill.com
143 Varick Street
New York, NY 10013
support@spill.com
Please note that by sharing your ideas, you also grant Spill.com andthird parties permission to use and/or incorporate your ideas orcomments without further compensation.
Effective Date:  October 16, 2007