SPRITZ SOCIAL, INC. · LEGAL
By accessing, downloading, installing, or using the products, websites, mobile applications, and services (collectively, the "Service" or the "Platform") offered by Spritz Social, Inc., a Delaware corporation (together with its subsidiaries and affiliates, "Spritz Social," "Spritz," the "Company," "we," "us," or "our"), you ("User," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated herein by reference.
If you do not agree to these Terms in their entirety, you must not access or use the Service. Your continued use of the Service constitutes your ongoing acceptance of these Terms and any modifications thereto.
These Terms constitute a legally binding agreement between you and Spritz Social, Inc.
Modifications to these Terms. We may update these Terms from time to time. We distinguish between substantive changes — changes that materially reduce a user's existing substantive rights or materially expand a user's substantive obligations — and procedural changes, which adjust the mechanisms by which the parties enforce, interpret, or resolve disputes under these Terms without altering the underlying substantive deal.
Material changes. For material changes — meaning substantive changes that we determine in good faith are likely to materially affect a user's decision to continue using the Service, such as (without limitation) the introduction of new fees or a material increase to existing fees, a material reduction to the creator revenue share, a material expansion of the categories of personal data we collect or a material change to how we use them in a way that reduces user protection (for example, a change permitting use of user content to train artificial-intelligence models where such use was not previously permitted), a material expansion of the license you grant to us in your User Content, or the elimination of an existing user right such as the arbitration opt-out or the small-claims-court exception under Section 11 — we will provide at least thirty (30) days' advance notice before the change takes effect. Notice will be provided within the Service (for example, through an in-app banner, modal, or notification) and by posting the updated Terms at the location where you are reading this document. We may, at our discretion, also notify you by email. The "Effective Date" shown in the Document Information section indicates when the most recent revision takes effect. Your continued use of the Service on or after the Effective Date constitutes your acceptance of the changes. If you do not agree to the changes, you may terminate your account at any time before the Effective Date in accordance with Section 13. You are encouraged to review these Terms periodically.
Non-material changes. Non-material changes may be made by posting the updated Terms without separate advance notice. Non-material changes include, without limitation: (a) typographical corrections, structural reorganization, clarifying language, and improvements to readability; (b) updates to contact information, cited statutory or regulatory references, and internal cross-references; (c) additions of new functionality or features that do not materially reduce existing user rights; and (d) procedural changes — for example, refinements or additions to the mechanisms for dispute resolution, indemnification scope, anti-abuse provisions, enforcement procedures, or defenses against abusive, frivolous, or bad-faith claims — that do not materially reduce a user's substantive rights or materially expand a user's substantive obligations. The "Last Updated" date in the Document Information section will reflect the most recent revision.
Legally required changes. Where a change to these Terms is required by applicable law, regulation, or a binding order of a governmental authority or court, the change may take effect on the date required by that authority, and we will provide notice as soon as reasonably possible.
Minimum age. You must be at least 18 years of age to create an account or use Spritz Social, regardless of where you reside or access the Service. This is a single global minimum age that we currently apply uniformly to every user; where the jurisdiction in which you reside or access the Service sets an even higher minimum age for a service like ours, that higher age also applies to you. The Service is not directed to and is not intended for anyone under 18. Consistent with the Children's Online Privacy Protection Act ("COPPA"), 15 U.S.C. § 6501 et seq., and its implementing regulations, we do not knowingly collect personal information from children under 13; if we learn that we have collected personal information from a child under 13, we will take reasonable steps to delete that information and close the account.
Where the Service is offered. We do not offer the Service in every country or U.S. state, including where a local law restricts services like ours, and we may add or remove places at any time. You may not create an account or use the Service while you are located in a place where we do not offer it, including by using a VPN, proxy, or other means to disguise your location. We determine where you are from the general location of your internet connection, as described in our Privacy Policy.
EU, EEA, and UK users. The digital age of consent under Article 8 of the General Data Protection Regulation ("GDPR"), as implemented by each EU member state (and under analogous United Kingdom law), ranges from 13 to 16. Our global minimum age of 18 exceeds the digital age of consent in every one of these jurisdictions, so if you reside in the European Union, the European Economic Area, or the United Kingdom you must, like all users, be at least 18 years of age to use the Service. If you are under 18, you must not use the Service.
Australia. If you reside in Australia, you must, like all users, be at least 18 years of age to create an account or use Spritz Social. This exceeds the minimum age of 16 set by the Online Safety Amendment (Social Media Minimum Age) Act 2024 and the determinations of the Australian eSafety Commissioner.
Other jurisdictions. Other jurisdictions, including South Korea, Brazil, and various others, set their own minimum ages or impose additional requirements for users below the age of majority. You are responsible for complying with the minimum age and any additional requirements that apply in your jurisdiction. Our global minimum age of 18 controls your eligibility unless a jurisdictionally applicable minimum age is even higher, in which case that higher age controls.
Users under 18. Spritz Social is not available to anyone under 18. If you are under 18, you must not create an account or use the Service, and if we learn that an account is held by someone under 18, we may close it, as described below. If you are 18 or older but under the age of majority where you live, you may use the Service only with the permission of a parent or legal guardian, and by using the Service you represent that you have that permission. Parents and legal guardians may ask us to close a minor's account at any time by contacting [email protected].
How we apply the minimum age. We rely on the date of birth you give us when you sign up, and you are responsible for giving it accurately. We do not otherwise check users' ages, except where the law requires it (for example, where Texas law requires us to use an age range from the App Store or Google Play) or where your app store shares your age range with us. If those sources tell us a user is under 18, we will not create the account, or we will close it if it already exists. Where applicable law otherwise requires us to act on information that a user is below a minimum age, we will take the steps that law requires. Beyond that, we have no obligation to monitor or verify users' ages, and whether and how we act on other information about a user's age is at our discretion. Our not acting on such information does not waive this Section or make that user's use of the Service permitted. If we closed your account because you were under 18, contact us when you turn 18 and we will reopen it.
Reporting an underage account. If you believe an account on the Service is held by a user under the applicable minimum age, please report it by contacting [email protected] (or by using the in-app reporting tools available throughout the Service). We act on reports as described in "How we apply the minimum age" above.
Misrepresentation of age. We reserve the right to terminate any account for which we determine that the user has misrepresented their age, and to retain non-personal records as necessary to prevent the user from re-registering in violation of this Section.
To access certain features of the Service, you must create an account. You agree to:
You are solely responsible for maintaining the confidentiality of your account credentials. Spritz Social, Inc. shall not be liable for any loss or damage arising from your failure to protect your account information. We strongly recommend using a unique, strong password and enabling any available two-factor authentication.
Permitted purposes. You may maintain more than one account on Spritz for legitimate purposes, including (without limitation) separating a personal presence from a business or creator persona, managing multiple distinct creative projects or brands, or operating on behalf of an organization while also maintaining your own personal account.
Prohibited purposes. You may not create, maintain, or operate multiple accounts for the purpose of:
Independently prohibited regardless of account count. Every type of conduct listed above is independently and equally prohibited under these Terms whether engaged in through a single account or through any combination of multiple accounts. The permission in this Section to maintain multiple accounts is not, and shall not be construed as, authorization to engage in any conduct that would otherwise violate these Terms. The general prohibitions in Section 5.3 (Prohibited Activities) apply to every account a user operates, and a user may be sanctioned for any of the conduct listed above based on activity from a single account, multiple accounts, or any combination of accounts and coordinated users.
Enforcement and cross-account action. We may take enforcement action — including suspension or termination of any or all of a user's accounts, removal of content, forfeiture of accrued earnings in accordance with Section 4.11, application of liquidated damages under Section 5.5 (where applicable), and any other remedy available under these Terms or at law — when we determine in good faith that one or more accounts are being used for any of the prohibited purposes above. Where an enforcement action against one account is the result of conduct that is also being engaged in on a related account, or where a user is using related accounts in coordination, we may extend the enforcement action to any and all related accounts.
Account identification. To prevent abuse, we may use technical and behavioral signals — including device identifiers, IP address patterns, authentication signals, and content-fingerprint and behavioral patterns — to identify related accounts. The use of such signals is governed by Section 5.6 (Monitoring and Enforcement) and the Privacy Policy.
General right. In addition to the termination rights described in Section 13.3 and the discontinuation rights described in Section 13.8, Spritz Social, Inc. reserves the right, in its sole discretion, exercised in good faith and consistent with applicable law, to refuse to provide, to limit, to restrict, or to condition the Service or any specific feature, transaction, or interaction with respect to any person, account, jurisdiction, or category of users, at any time and (except as expressly required by these Terms or by applicable law) with or without prior notice.
Scope. The right described in this Section applies (without limitation) to:
Bases. Bases on which Spritz Social, Inc. may exercise the right described in this Section include (without limitation): actual or reasonably suspected fraud; risk-scoring or risk-management determinations made in good faith; compliance with anti-money-laundering, sanctions, export-control, consumer-protection, age-restriction, or other applicable law (further described in Sections 7.6 and 13.6); requests by law enforcement, regulators, courts, or other authorities of competent jurisdiction; suspected violation of these Terms, our Community Guidelines, or other published policies; safety or integrity concerns regarding the user, other users, or third parties; technical, security, or operational considerations; and other commercial considerations of Spritz Social, Inc. made in good faith.
No liability for refusal. To the maximum extent permitted by applicable law, Spritz Social, Inc. shall not be liable to you or to any third party for any refusal, limitation, restriction, or condition imposed under this Section, including (without limitation) for: loss of access to the Service or any feature; loss of expected business or earnings; loss of expected functionality; or any consequential, indirect, special, incidental, or punitive damages. Your sole and exclusive remedy with respect to any refusal, limitation, restriction, or condition imposed under this Section is to cease attempting to use the Service or feature for which access has been refused or limited.
Preservation of pre-refusal obligations. The exercise of the right described in this Section does not relieve Spritz Social, Inc. of any obligation that accrued before the effective date of the refusal, limitation, or restriction. In particular: (i) unforfeited Wallet balances are treated in accordance with Sections 13.5 and 13.6; (ii) accrued, unforfeited Net Advertising Revenue is treated in accordance with Section 4.11; (iii) deletion requests submitted before the refusal are honored in accordance with Section 13.2; and (iv) record-preservation obligations imposed by applicable law (including under Sections 6.3, 6.8, and 7.5) continue to apply.
No admission. Spritz Social, Inc.'s exercise of the right described in this Section, including any specific refusal, limitation, restriction, or conditional grant of service, is not, and shall not be construed as: (a) an admission of any duty owed by Spritz Social, Inc. to the affected user or to any third party; (b) an acknowledgment of any claim made by the affected user or any third party; (c) a waiver of any defense, immunity, or right otherwise available to Spritz Social, Inc.; or (d) a representation regarding the legal status, character, or compliance of the affected user, transaction, or activity.
No protected-characteristic discrimination. Nothing in this Section authorizes Spritz Social, Inc. to refuse service on the basis of race, color, national origin, religion, sex, gender, gender identity, sexual orientation, pregnancy, marital status, disability, age (subject to Section 2.1), veteran status, genetic information, or any other characteristic protected by applicable federal, state, or local law.
No retaliation. Spritz Social, Inc. will not exercise the right described in this Section in retaliation for a user's good-faith exercise of any legal right or commitment described in these Terms — including (without limitation) opting out of arbitration under Section 11.6, requesting deletion of personal information under Section 13.2, disputing a charge under Section 13.5, submitting a security-vulnerability report under Section 16, submitting a DMCA notice or counter-notification under Section 6, exercising rights under applicable data-protection law, exercising rights under applicable consumer-protection law, or otherwise exercising rights protected by applicable law.
Mandatory consumer rights preserved. Nothing in this Section limits any non-waivable consumer right under applicable law that prohibits specific categories of service refusal — including (where applicable to the Service) the EU Geo-Blocking Regulation (Regulation (EU) 2018/302) with respect to in-scope consumer transactions, the EU Digital Services Act provisions applicable to platforms of Spritz Social, Inc.'s size (as described in Section 12.4), and analogous laws of other jurisdictions. To the extent any such mandatory protection conflicts with this Section as applied to a particular consumer, the mandatory protection prevails as to that specific consumer, and this Section otherwise remains in full force.
Automated decisions; right to human review. Where a refusal, limitation, restriction, or condition imposed under this Section is based solely on automated processing (including profiling) and (i) produces legal effects concerning the affected user or (ii) similarly significantly affects the affected user, the user has the rights provided by Article 22 of the General Data Protection Regulation (Regulation (EU) 2016/679), the analogous provisions of the UK Data Protection Act 2018, and analogous laws of other jurisdictions, as those rights apply to the user. Where and to the extent those laws apply to the decision and to the user, Spritz Social, Inc. will, on request submitted to [email protected], provide meaningful information about the categories of input used and the logic involved in the automated decision (at a level of generality that does not compromise our anti-fraud, anti-abuse, security, or risk-management systems), information about the significance and envisaged consequences of the decision, an opportunity for human review of the decision by personnel with authority to alter or reverse it, and an opportunity for the user to express the user's point of view and contest the decision. This Section does not require disclosure of proprietary algorithms, trade secrets, model weights, the specific features used in risk-scoring, or any other information the disclosure of which would compromise the integrity, security, or effectiveness of our anti-fraud, anti-abuse, security, or compliance systems.
Coordination with other Sections. This Section operates in addition to (and not in lieu of) the termination rights in Section 13.3, the Wallet-specific compliance framework in Section 13.6, the AML and sanctions framework in Section 7.6, the editorial-discretion framework in Section 5.7, the discontinuation framework in Section 13.8, and any other right reserved to Spritz Social, Inc. under these Terms or applicable law.
Spritz texts you verification codes when you request one and, if Text Me if Push Fails is on in Settings, a notification when push can't reach you. We never send marketing texts. Message frequency varies. Message and data rates may apply. Carriers are not liable for delayed or undelivered messages.
Reply STOP to opt out.
Reply HELP for help, or email [email protected].
Our Privacy Policy (spritz.social/privacy) explains how we handle your phone number and text-message consent.
"User Content" refers to any text, images, photos, videos, audio, graphics, comments, messages, and any other materials that you upload, post, transmit, or otherwise make available through the Service.
You retain full ownership of all User Content you create and submit to the Service. Spritz Social, Inc. does not claim ownership of your User Content. Nothing in these Terms shall be deemed to transfer ownership of User Content from you to Spritz Social, Inc.
By uploading, posting, or otherwise making User Content available on or through the Service, you grant Spritz Social, Inc. a worldwide, non-exclusive, royalty-free, sublicensable (solely as described below) license to host, store, reproduce, cache, transmit, distribute, publicly perform, publicly display, and make technical and accessibility adaptations of your User Content, in each case solely as reasonably necessary to:
Moral rights. To the extent permitted by applicable law, you waive moral rights or rights of attribution in your User Content solely to the extent reasonably necessary to permit the technical and accessibility adaptations described above (such as cropping, resizing, compression, or translation). This limited waiver does not authorize material changes to the substantive content of your work without your consent. In jurisdictions where moral rights cannot be waived (for example, France and certain other civil-law jurisdictions), nothing in this Section purports to waive rights that are not waivable under the law of your habitual residence.
Reservation of rights. You retain all rights, title, and interest in and to your User Content that are not expressly granted in this Section. Spritz Social, Inc. claims no ownership of your User Content.
The license granted under Section 3.3 is limited. It does not authorize Spritz Social, Inc., our affiliates, or any of our service providers to:
If at any time we wish to use your User Content for a purpose outside the scope of Section 3.3 — including, by way of example, training a general-purpose AI model on your content or featuring your content as the primary subject of advertising for a third party — we will seek your separate, prior, opt-in consent before doing so, and we will treat the absence of opt-in consent as a refusal.
You may delete your User Content at any time through the Service's functionality. The license you granted under Section 3.3 terminates with respect to deleted User Content when you delete it, subject to the following:
Deletion of your entire account, and the verification process and timing for that broader request, are governed by Section 13.2.
Disclosure required. Any AI-generated, AI-assisted, or AI-modified content that could reasonably be mistaken for a real photograph, video, audio recording, or other depiction of actual events, persons, or statements must be clearly and prominently disclosed as AI-generated or AI-modified. This obligation applies regardless of the model, tool, or service used to generate or modify the content. Purely stylized or obviously non-realistic AI output (such as cartoon illustration or abstract visual art) does not require disclosure unless it depicts identifiable real persons or events.
What counts as clear and prominent disclosure. "Clear and prominent disclosure" means disclosure that an ordinary user is likely to see and understand before forming an impression about the authenticity of the content. Disclosure through any of the following methods is sufficient:
Embedded metadata is not disclosure on Spritz. To protect your privacy, the Service removes metadata embedded in the photos and videos you upload (see Section 3.3(b)), which can include Content Credentials (C2PA) or similar provenance information, so a label carried only inside the file will not reach other users. Use one of the methods above.
Synthetic media depicting real individuals. Synthetic, AI-generated, or AI-modified media that depicts identifiable real individuals must be clearly labeled in accordance with the methods above and must not be used to:
Responsibility. You accept full responsibility for any AI-generated, AI-assisted, or AI-modified content you post as if you created it yourself, including responsibility for any third-party intellectual-property, right-of-publicity, defamation, or privacy claims arising from the content. The fact that content was generated or modified by an AI tool is not a defense to any claim or to any violation of these Terms.
In-product mechanism. Spritz Social, Inc. intends to make available an in-product AI-labeling mechanism (such as a toggle or label), and may in the future read compatible provenance metadata when content is uploaded in order to apply such a label automatically, as the product matures. The disclosure obligations in this Section apply with or without such a mechanism. Where an in-product mechanism is not available for the post type you are creating, you remain responsible for clearly disclosing AI-generated content through one of the other methods described above. Spritz Social, Inc. does not undertake to automatically detect AI-generated content, and the absence of an automated detection or label in any particular case does not relieve any user of the disclosure obligations in this Section.
Spritz Social, Inc. recognizes that some content depicting violence, disturbing events, or controversial subjects may serve legitimate journalistic, educational, documentary, artistic, or public interest purposes. Such content may be permitted when:
Spritz Social, Inc. reserves sole discretion to determine whether content qualifies for public interest exceptions. The availability of exceptions does not create an obligation to host any particular content.
Violations of these representations and warranties may result in content removal, account suspension or termination, forfeiture of revenue share payments to the extent and in the manner provided in Section 4.11, referral to law enforcement, and civil liability. You agree to indemnify Spritz Social, Inc. against any claims arising from your content as specified in Section 10.
Spritz Social, Inc. offers a Creator Revenue Sharing Program ("Revenue Program") that allows eligible creators to earn money from advertising revenue generated in connection with their content. Advertising runs on the Service (see Section 4.13), and the Revenue Program is active: a creator's earnings accrue from the date we approve the creator's application to the Revenue Program (Section 4.6). Your participation in the Revenue Program creates an independent-contractor relationship between you and Spritz Social, Inc., as further described in Section 4.12 (Independent Contractor Status; No Employment).
Eligible creators will receive seventy-five percent (75%) of Net Advertising Revenue attributable to their content, subject to modification in accordance with Section 4.8.
"Net Advertising Revenue" means gross advertising revenue actually received by Spritz Social, Inc., minus only the following amounts, each to the extent it is actually incurred, documented, and owed to or kept by a party other than Spritz Social, Inc. ("Operating Expenses"):
Spritz Social, Inc. pays every other cost of running the Service out of its own share, including hosting, bandwidth and content delivery, fraud detection and prevention tools, and standard fees for paying out your earnings. Spritz Social, Inc. — not creators — also bears any fine, penalty, judgment, settlement, or legal cost arising from Spritz Social, Inc.'s own violation of law or breach of these Terms; those amounts are not Operating Expenses and are not deducted from the Net Advertising Revenue used to calculate your revenue share.
Prior-period adjustments. Gross advertising revenue is counted for purposes of this Section when it is actually received by Spritz Social, Inc. in cleared funds. Where advertising revenue counted in a prior payout period is later refunded, credited, charged back, reversed, or otherwise not retained by Spritz Social, Inc. (for example, an advertiser refund, credit, chargeback, or non-payment identified after that period's revenue share was calculated or paid), the corresponding reduction may be reflected as an adjustment to Net Advertising Revenue in one or more subsequent payout periods. Any such adjustment will be attributed on the same basis as the original revenue where reasonably practicable, will be disclosed in the payout reporting for the period in which it is applied, and where large relative to a single period's revenue will be spread across a reasonable number of payout periods rather than eliminating any one period's revenue share. Earnings that have already been disbursed to you are not subject to clawback under this paragraph; recovery of disbursed earnings is governed exclusively by Section 4.11. Invalid traffic identified after a payout is separately addressed by Section 4.5, which likewise routes any reversal or recovery of disbursed earnings through Section 4.11.
Transparency. Your Earnings tab shows your earnings from your content, updated as views are counted. On request, we give you a statement for any calendar month showing the Net Advertising Revenue attributed to your content and the total of each category of Operating Expenses deducted from the revenue it was calculated from.
Material changes to the calculation methodology. Material changes to the methodology by which Net Advertising Revenue is determined — including the methodology by which Operating Expenses are calculated, the categories of expenses included in Operating Expenses, and the revenue-timing and prior-period adjustment rules described in this Section — are subject to Section 1 (Modifications to these Terms). Changes that are favorable to creators (for example, narrowing the categories of deductible Operating Expenses) may be made without advance notice as non-material changes.
The Revenue Program applies exclusively to advertising revenue paid directly to Spritz Social, Inc. for advertisements served on the Spritz platform. The revenue share does not apply to any income, compensation, or transactions that do not involve advertisements served by Spritz Social, Inc., including but not limited to: brand sponsorships, affiliate deals, product placements, merchandise sales, tips, donations, or any other arrangements between creators and third parties, whether or not such arrangements were facilitated by or relate to content on the platform.
Illustrative example (not a promise). Suppose a user generates $10.00 of Net Advertising Revenue in a given month, and 20% of that user's viewing time that month was spent on your content. $2.00 of that user's revenue (20% of $10.00) would be attributed to your content, and your share of it would be $1.50 (75% of $2.00). Your earnings for the month would be the sum of such attributions across all users who viewed your content. This example is provided solely to illustrate the mechanics of the calculation; it is not a representation of actual or expected revenue, and it does not modify the attribution methodology described in this Section, Section 4.8 (Revenue Program Modifications), or Section 4.9 (No Guaranteed Earnings).
Invalid traffic. Revenue, viewing time, and engagement attributable to fraudulent, automated, or artificially inflated traffic — including bot views, coordinated engagement schemes, and traffic generated in violation of Section 5.3 — do not count toward revenue attribution under this Section. Where invalid traffic is identified after a payout has been calculated or made, we may exclude the affected amounts from the attribution, adjust future payouts accordingly, and, in the case of invalid traffic that you generated or directed, reverse or recover the affected earnings in accordance with Section 4.11.
Spritz Social, Inc. reserves the right to modify the Revenue Program, including:
Participation in the Revenue Program does not guarantee any minimum earnings. Revenue depends on factors including but not limited to: content quality, viewer engagement, advertiser demand, market conditions, and platform growth.
Spritz Social, Inc. may suspend or terminate your participation in the Revenue Program for:
Treatment of earnings following disqualification is governed by Section 4.11.
This Section sets out Spritz Social, Inc.'s approach to revenue share earnings when a creator is the subject of an enforcement action, Revenue Program disqualification under Section 4.10, or any termination, suspension, or deactivation of the creator's account. This Section governs over any inconsistent language elsewhere in these Terms (including Sections 5.4, 6.6, and 13.4) regarding forfeiture, withholding, or clawback of revenue share payments.
Earnings already paid. Revenue share payments that have already been disbursed to a creator are not subject to clawback or recoupment by Spritz Social, Inc., except where the underlying earnings were generated through fraud, content the creator knew or had reason to know was infringing, content procured through misrepresentation of ownership or authorization, or content for which a court of competent jurisdiction or arbitrator has determined the creator was not entitled to receive earnings. Any clawback under this exception is limited to earnings disbursed within twelve (12) months before the date of our written notice to the creator, except in cases of intentional fraud, where the clawback may reach back further to the extent permitted by applicable law.
Accrued but undisbursed earnings. Revenue share earnings that have accrued but have not yet been disbursed to a creator are treated as follows:
Forfeiture for serious misconduct and off-platform conduct. Notwithstanding the content-attribution rules in the "Accrued but undisbursed earnings" paragraph above, all of a creator's accrued but undisbursed earnings — and not merely the portion attributable to specific violating content — are forfeitable where Spritz Social, Inc. suspends or terminates the creator's account, or disqualifies the creator from the Revenue Program, for cause, and reasonably determines, in good faith, that the creator has engaged in either of the following: (i) a serious or repeated violation of these Terms or our Community Guidelines, including (without limitation) content prohibited under Section 3.6 such as hate speech, content promoting discrimination on the basis of protected characteristics, terrorism or violent extremism, harassment, threats, or the exploitation of minors; or (ii) conduct or statements — occurring on or off the Service, and whether or not made through the Service, including public statements, posts, or communications on other platforms or in any other forum — that are hateful, discriminatory, harassing, threatening, violent, extremist, or otherwise of a nature that Spritz Social, Inc. reasonably determines, in good faith, causes or is reasonably likely to cause material harm to the reputation, brand, safety, integrity, or community of the Service, or that makes continued association with the creator through the Revenue Program reasonably objectionable to Spritz Social, Inc.
This paragraph operates as a condition on the creator's continued eligibility to receive undisbursed revenue share, and not as a penalty or as liquidated damages. Accrued revenue share does not fully vest in, and is not finally payable to, a creator until it is actually disbursed; a creator's eligibility to receive any accrued but undisbursed earnings is at all times conditioned on the creator's continued compliance with this paragraph. Pending the notice-and-appeal process described below, Spritz Social, Inc. may immediately withhold the affected earnings from disbursement, and the forfeiture becomes final upon conclusion of that process. Earnings that have already been disbursed to the creator are governed solely by the "Earnings already paid" paragraph above and are not subject to clawback under this paragraph. The right to forfeit accrued earnings under this paragraph is in addition to, and does not limit, Spritz Social, Inc.'s right under Section 13.3 to suspend or terminate any account at any time, with or without cause and with or without notice; nothing in this paragraph requires Spritz Social, Inc. to retain or reinstate any account or content.
Notice and appeal. Before forfeiting any accrued earnings, Spritz Social, Inc. will provide the creator with a written notice describing the basis for the forfeiture, identifying the affected earnings and the relevant time period, and giving the creator a reasonable period — not less than fourteen (14) days — to respond and dispute the forfeiture. Disputes that cannot be resolved informally are subject to the dispute-resolution procedures in Section 11.
Termination without misconduct. If a creator's account is terminated, suspended, or disqualified from the Revenue Program for reasons other than a violation of these Terms — including, without limitation, voluntary deactivation, prolonged inactivity, business or operational decisions by Spritz Social, Inc., discontinuation of the Service, or compliance with a legal request that does not implicate the creator's conduct — Spritz Social, Inc. will disburse all accrued earnings to the creator on the next regularly scheduled payout cycle following the termination, subject only to the creator's provision of any tax-information and payment-method information necessary to complete the disbursement.
Final payouts. When all accrued earnings due to a creator under this Section will be disbursed as a final payout (because the creator's account has been terminated and no further earnings will accrue on the account), Spritz Social, Inc. will disburse the full non-forfeited amount regardless of whether it exceeds the minimum payout threshold described in Section 4.7.
Statutory floor. Notwithstanding anything to the contrary in these Terms, Spritz Social, Inc. will not retain accrued earnings in a manner that violates applicable wage-and-hour laws, unclaimed-property or escheatment laws, consumer-protection statutes, or analogous laws governing money owed to a creator. Where the laws of the creator's jurisdiction impose stricter limits on forfeiture, clawback, or withholding than this Section, those stricter limits apply.
No double recovery. Earnings forfeited under this Section may not also be the basis for liquidated damages under Section 5.5 or indemnification under Section 10 with respect to the same underlying conduct, to the extent that doing so would result in double recovery to Spritz Social, Inc.
Independent contractor relationship. Your participation in the Creator Revenue Sharing Program, and your use of the Service generally, creates an independent-contractor relationship between you and Spritz Social, Inc. You are not, and shall not be deemed to be, an employee, agent, joint venturer, partner, franchisee, or representative of Spritz Social, Inc., and nothing in these Terms creates an employment, agency, partnership, joint-venture, franchise, or fiduciary relationship between you and Spritz Social, Inc. You are not eligible for, and have no claim to, any employee benefit, including (without limitation) health insurance, paid time off, retirement contributions, workers' compensation, unemployment insurance, disability insurance, family or medical leave, employer-paid taxes, stock options, or any other benefit available to employees of Spritz Social, Inc. or its affiliates.
Control over your work. You retain sole control over the manner, means, location, timing, subject matter, and creative direction of any User Content you create and post on the Service, subject only to the content rules in these Terms (including, without limitation, the prohibitions in Sections 3.6, 5.2, and 5.3 and the disclosure obligations in Section 5.8). Spritz Social, Inc. does not direct your creative process, set your work hours, provide you with tools or equipment, supervise your work product, or otherwise exercise the kind of control over your activity that is characteristic of an employer-employee relationship.
No exclusivity. Nothing in these Terms or in the Creator Revenue Sharing Program requires you to use the Service exclusively or limits your right to create, post, distribute, monetize, or otherwise exploit content on other platforms or through other channels, except as set out in the prohibition on competing-product development in Section 5.3.
Tax responsibility. You are solely responsible for the determination, reporting, and payment of any and all federal, state, local, and foreign income, self-employment, payroll, sales, value-added, gross-receipts, or other taxes, fees, or assessments arising from your participation in the Creator Revenue Sharing Program or your use of the Service. Spritz Social, Inc. does not withhold taxes from creator payouts except where required by applicable law (for example, U.S. backup withholding under 26 U.S.C. § 3406 where a payee fails to provide a valid Form W-9, or analogous foreign withholding regimes). Information returns (such as IRS Form 1099-K, Form 1099-MISC, Form 1099-NEC, or analogous foreign forms) will be issued where required by applicable law. You are not entitled to a Form W-2, P60, or analogous employee wage statement from Spritz Social, Inc.
Worker classification statutes. To the extent any federal, state, foreign, or local statute, regulation, or common-law doctrine — including (without limitation) California Labor Code § 2775 et seq. (codifying the so-called "ABC test" derived from Dynamex Operations West, Inc. v. Superior Court, 4 Cal.5th 903 (2018)), the federal Fair Labor Standards Act, the Massachusetts Independent Contractor Statute (M.G.L. c. 149 § 148B), the New York Wage Theft Prevention Act, the National Labor Relations Act's joint-employer doctrine, the common-law right-to-control test applied by the U.S. Internal Revenue Service for federal tax-classification purposes, or analogous laws — would otherwise apply to characterize the relationship between you and Spritz Social, Inc., you and Spritz Social, Inc. agree that the relationship is properly characterized as that of an independent contractor under the applicable standards, in particular because: (a) you are free from the control and direction of Spritz Social, Inc. in the performance of any work you do in connection with the Service, subject only to the content rules in these Terms; (b) the activity of creating User Content for distribution on a social-media platform is, when viewed as a business activity, outside the usual course of Spritz Social, Inc.'s business — Spritz Social, Inc.'s business is operating the Service, not creating content; and (c) you are customarily engaged in an independently established trade, occupation, or business of the same nature as your activity on the Service, in that you are free to create and distribute content through other platforms and channels.
No authority to bind. You have no authority to act on behalf of Spritz Social, Inc., to bind Spritz Social, Inc. to any obligation, to incur expenses or liabilities on behalf of Spritz Social, Inc., or to represent that you are doing so. You shall not represent yourself as an employee, partner, agent, or other representative of Spritz Social, Inc. except where you are expressly authorized in writing to do so.
No joint employer. Where you engage assistants, contractors, employees, or other personnel to help you create, manage, or distribute your User Content, those persons are your sole responsibility. Spritz Social, Inc. is not a co-employer, joint employer, joint principal, or joint enterprise with you or with any such person. You are solely responsible for all wages, benefits, taxes, workers' compensation premiums, unemployment-insurance contributions, and other obligations owed to or in respect of those persons.
Participation through entities. You may participate in the Creator Revenue Sharing Program as an individual, through a sole proprietorship, through a limited liability company, corporation, or other business entity in which you have an interest, or through a management, talent, production, or similar company acting on your behalf with your authorization. In each case, the relationship between Spritz Social, Inc. and you (or the entity through which you participate) is that of an independent contractor under this Section 4.12, and Spritz Social, Inc. is not a co-employer, joint employer, or joint principal of any entity or person involved in your participation. The principal entitled to payment under the Revenue Program — whether you in your individual capacity or your designated entity — is responsible for (i) the accuracy of all tax-identification information provided to Spritz Social, Inc., (ii) onward distribution of revenue to any person or entity acting on your behalf, and (iii) compliance with these Terms by every person acting on your behalf.
No reliance for economic security. The Creator Revenue Sharing Program offers an opportunity to earn revenue based on the performance of your content; it does not constitute an offer of employment, a guarantee of any minimum income, or a basis for economic reliance comparable to employment. Section 4.9 (No Guaranteed Earnings) applies to all participation in the Program.
Spritz shows advertisements in the feed, between posts. Each advertisement is labeled "Sponsored" and names the advertiser. Spritz Social, Inc. sells its advertising directly to advertisers, who buy it on our website with Wallet credit (Section 13.6), and may show promotions for Spritz itself in places no advertiser has bought; those promotions earn no advertising revenue. An advertisement is not part of any creator's post, and appearing near one does not mean that creator endorses it.
Ads are not targeted. We do not use your personal data to choose which advertisement you see, and we do not use a device advertising identifier or track you across other companies' apps or websites for advertising. Advertisers receive only totals, such as how many times their advertisements were viewed and tapped, never information about you. How we record views and taps of advertisements is described in our Privacy Policy.
Ad policy. We review every advertisement before it runs. An advertisement must be truthful and not misleading, must clearly identify the advertiser, must comply with applicable law (including consumer-protection and advertising-disclosure law), and must meet the standards that Section 5 and our Community Guidelines set for User Content. An advertisement may not promote illegal products or services, weapons, tobacco or vaping products, recreational drugs, gambling, sexual content, deceptive financial offers (such as promises of guaranteed or unrealistic returns), or political candidates, parties, or ballot measures, and may not link to a page that does any of these things or that installs software without the user's consent.
Budgets and charges. An advertiser sets a daily budget for each advertisement and may set the most it will pay per 1,000 views. Counted views are charged from the advertiser's Wallet credit as they happen, at the price in effect at the time. A day's charges may run slightly over the daily budget; when they do, we aim to charge less the next day, and an advertisement's charges in a calendar month never exceed its daily budget for each day of that month so far.
Rejection and removal. Spritz Social, Inc. may reject, pause, or remove any advertisement, and may stop doing business with any advertiser, at any time, including for a violation of this policy. To report an advertisement, tap ⋯ on it and choose Report ad, or email [email protected].
You are solely and entirely responsible for all User Content you upload, post, or otherwise make available through the Service. Except as described in Sections 5.6 and 5.7, Spritz Social, Inc. does not pre-screen, edit, or control User Content, and is not responsible for any User Content.
Community Guidelines defined. As used in these Terms, our "Community Guidelines" means the content rules set out in Section 3.6 (Content Representations and Warranties) together with the conduct rules set out in Section 5.3 (Prohibited Activities). Those two Sections are the canonical and controlling statement of our Community Guidelines, and every reference in these Terms to our "Community Guidelines" refers to them. We may from time to time publish supplementary explanations, examples, or help-center articles that illustrate how these rules apply; any such materials are provided for guidance only and do not enlarge, reduce, or otherwise modify the rules set out in Sections 3.6 and 5.3.
The categories of content prohibited on the Service are set out in Section 3.6 (Content Representations and Warranties). Independently of, and in addition to, the representations and warranties you make under Section 3.6, you agree not to upload, post, transmit, or otherwise make available through the Service any content that falls within those prohibited categories. The Section 3.6 list is the canonical and controlling enumeration of prohibited content; any change to that list automatically extends to this Section 5.2, and to the extent of any conflict between the categories described in this Section 5.2 and the categories described in Section 3.6, Section 3.6 controls.
For readability, the major categories prohibited under Section 3.6 — and therefore also under this Section 5.2 — include (without limitation) content that:
A violation of this Section may also constitute a violation of Section 3.6 and may trigger consequences under Section 5.4 (Consequences of Violations), Section 4.11 (Treatment of Earnings on Enforcement, Suspension, or Termination), Section 10 (Indemnification), and Section 5.5 (Liquidated Damages) where applicable.
You agree not to (whether through one account, multiple accounts, or in coordination with another user):
No tolerance for objectionable content or abusive users; 24-hour response. We have no tolerance for objectionable content or abusive users on the Service. You may report objectionable User Content or abusive behavior at any time — directly from the post, message, comment, or user in question using the in-app reporting and blocking tools available throughout the Service, or by contacting us at [email protected]. We will review reports of objectionable content and act on them within 24 hours by removing the offending content and, where appropriate, suspending or terminating the account of the user who provided it. You may also block any user at any time to prevent further interaction with your account. By using the Service, you acknowledge and agree that there is no tolerance for objectionable content or abusive users.
Because the actual damages caused by certain violations of Section 5.3 are inherently difficult to measure — including, without limitation, loss of control over User Content, infrastructure and bandwidth costs, harm to the integrity and security of the Service, harm to the value of our data and systems, and reputational harm — and because such violations are often committed at scale, you agree that the following liquidated damages reflect a reasonable forecast of just compensation, do not constitute a penalty, and may be recovered by Spritz Social, Inc. as an alternative to or in addition to other remedies available at law or in equity:
The amounts set forth in this Section apply in addition to all other remedies available to us, including injunctive relief, account termination, recovery of attorneys' fees as provided elsewhere in these Terms, and statutory damages under applicable law (including, where applicable, the Computer Fraud and Abuse Act, the Digital Millennium Copyright Act, and analogous state and foreign statutes).
Liability for acts of others. The liquidated damages owed by you under this Section apply to violations committed by you personally and to violations committed by any agent, employee, contractor, affiliate, automated system you operate or direct, or other person acting on your behalf, at your direction, or in coordination with you. You are jointly and severally liable with any such person for the resulting liquidated damages.
Enforcement costs. If Spritz Social, Inc. brings any action or proceeding to enforce this Section, you agree to pay our reasonable attorneys' fees and costs incurred in that enforcement, whether or not the matter proceeds to final judgment or award.
You acknowledge and agree that Spritz Social, Inc. may, to the extent permitted by applicable law and consistent with our Privacy Policy, monitor traffic patterns, access logs, request signatures, behavioral signals, content-fingerprint signatures, and other technical indicators associated with use of the Service in order to (a) identify suspected violations of Section 5.3 or other provisions of these Terms; (b) maintain the security, integrity, and performance of the Service; (c) investigate and respond to suspected misconduct, fraud, or abuse; and (d) preserve evidence in anticipation of enforcement or legal action. We may retain records described in this Section for the period reasonably necessary for those purposes.
Automated safety checks on messages and events. Our systems automatically analyze each chat message as it is sent and each event as it is created or edited, and may analyze them again while they are stored. The analysis covers their content, including text and links, and related signals such as when a message was sent and the IP address it came from, and its purpose is to detect and prevent spam, scams, fraud, and abuse and to protect the security of the Service. Based on it, we may limit, hold, or block the delivery of messages, events, invitations, or notifications. The signals we record and how long we keep them are described under "Spam and Abuse Signals" in our Privacy Policy. You consent to these checks on the messages you send and receive and on the events you create or edit.
Nothing in this Section creates an obligation to monitor any particular user, account, or content, and the absence of monitoring or detection in any particular instance does not waive any right or remedy, does not constitute consent to the monitored conduct, and does not give rise to any defense based on knowledge, acquiescence, ratification, or laches.
Spritz Social, Inc. exercises editorial discretion in operating the Service, including in deciding what User Content to display, amplify, demote, label, restrict, age-gate, or remove, and how to rank, recommend, search, organize, or surface content for users. Decisions regarding content moderation, labeling, ranking, recommendation, search visibility, age-gating, monetization eligibility, and account enforcement are made in our reasonable discretion, in good faith, and based on our interpretation of these Terms, our Community Guidelines, applicable law, and the safety, integrity, and trust of the Service.
To the maximum extent permitted by law — including, without limitation, under Section 230 of the Communications Decency Act, 47 U.S.C. § 230 (including § 230(c)(1) regarding the treatment of providers as non-publishers and § 230(c)(2) regarding good-faith restriction of objectionable material), and any analogous federal, state, foreign, or common-law immunities, defenses, or business-judgment protections — Spritz Social, Inc., its officers, directors, employees, agents, and contractors are not liable for moderation, recommendation, ranking, age-gating, or enforcement decisions made in good faith, including (without limitation) decisions to: host, display, amplify, demote, restrict, age-gate, label, recommend, fail to recommend, demonetize, refuse to host, or remove any User Content; suspend, terminate, restore, or refuse to restore any account; impose strikes, warnings, or other enforcement measures; and apply the Service's algorithms, recommender systems, or ranking systems to any user or content.
Section 230(c)(2) — specific invocation of "good-faith filtering" immunity. Without limiting the broader Section 230 immunity invoked above, Spritz Social, Inc. and its officers, directors, employees, agents, and contractors specifically invoke the civil-immunity protection of 47 U.S.C. § 230(c)(2) (as amended from time to time), under which no provider or user of an interactive computer service may be held liable on account of: (A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or (B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in clause (A). Spritz Social, Inc. acts in good faith when restricting access to or availability of material under this Section and § 230(c)(2).
Coverage of automated and user-initiated decisions. The protections of § 230(c)(2) and this Section apply equally to decisions made by human reviewers, by automated systems, by algorithmic ranking and recommendation systems, by machine-learning or large-language models, and by any combination of human and automated decision-making, including decisions to throttle, rate-limit, deprioritize, quarantine, label, age-gate, hide, or otherwise restrict access to or visibility of material. Consistent with the statutory phrase "provider or user" in § 230(c)(2), these protections also extend to users of the Service when those users take action to restrict access to or availability of material — for example, by blocking, muting, reporting, hiding, filtering, demoting, or otherwise restricting other users or content using the blocking, muting, and reporting features the Service provides for that purpose. Because Spritz Social, Inc. offers these features to users, that offering is itself an action protected by § 230(c)(2)(B) as a "technical means to restrict access" to objectionable material.
Categories of "objectionable" material. For purposes of § 230(c)(2)(A) and this Section, Spritz Social, Inc. determines, in good faith and in its reasonable discretion, what material is "obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable." Categories Spritz Social, Inc. may treat as objectionable include (without limitation): material prohibited or restricted under Section 3.6 (Content Representations and Warranties); material that violates our Community Guidelines or other published policies; material that creates safety, security, or integrity risks for users, third parties, or our personnel; material that exploits, endangers, or sexualizes minors (further governed by Sections 7.5 and 12.5); material that promotes, glorifies, or facilitates illegal activity, hate speech, terrorism, harassment, fraud, deceptive practices, or other unlawful conduct; material that constitutes or facilitates coordinated inauthentic behavior, spam, or platform manipulation; material that infringes intellectual-property rights or other legal rights of third parties; and any other material that Spritz Social, Inc. determines to be inappropriate for the Service. The "otherwise objectionable" category is intended to be construed broadly, consistent with the legislative purpose of § 230(c)(2) and the discretion afforded to interactive computer service providers under that provision.
First Amendment editorial rights; rejection of must-carry compulsion. Independently of any statutory immunity, Spritz Social, Inc.'s decisions about what content to host, display, amplify, demote, label, restrict, age-gate, monetize, or remove are exercises of editorial discretion protected by the First Amendment to the United States Constitution, as recognized by the U.S. Supreme Court in Moody v. NetChoice, LLC, 603 U.S. ___ (2024), and by analogous constitutional protections in other jurisdictions. Spritz Social, Inc. expressly reserves all First Amendment rights to exercise editorial discretion, notwithstanding any state, foreign, or local law, rule, or order that purports to compel particular content decisions, prohibit particular moderation, or limit the platform's editorial choices on the basis of viewpoint, source, subject matter, or analogous grounds — including (where applicable to the Service) Texas Civil Practice and Remedies Code Chapter 143A (as enacted by Texas H.B. 20), Florida Statutes § 501.2041 (as enacted by Florida S.B. 7072), and analogous laws of other jurisdictions. Nothing in these Terms shall be construed as Spritz Social, Inc.'s consent to, or waiver of any challenge to, any such law as applied to the Service.
Not a state actor, common carrier, or public accommodation. Spritz Social, Inc. is a private entity. Spritz Social, Inc. is not a state actor for purposes of the First Amendment, the Fourteenth Amendment, the Equal Protection Clause, or any analogous constitutional or statutory right that runs only against the government. Users' constitutional rights against government action do not constrain Spritz Social, Inc.'s editorial discretion or operation of the Service, and any argument that Spritz Social, Inc. is a state actor by reason of its operation of the Service, its size, its market position, its receipt of any government benefit, or any analogous theory is foreclosed by Manhattan Community Access Corp. v. Halleck, 587 U.S. 802 (2019), and analogous decisions, and is expressly rejected. Spritz Social, Inc. is likewise not a common carrier, public utility, place of public accommodation, town square, or other entity bound by uniform-carriage or anti-discrimination duties beyond those imposed by generally applicable law that expressly applies to interactive computer services of Spritz Social, Inc.'s size and nature.
We are entitled to the immunities, defenses, and protections of 47 U.S.C. § 230 (as amended from time to time), the First Amendment of the U.S. Constitution, applicable state anti-SLAPP statutes (including California Code of Civil Procedure § 425.16, the Texas Citizens Participation Act, the New York anti-SLAPP statute under New York Civil Rights Law §§ 70-a and 76-a, and analogous laws), the common-law privileges of fair comment, qualified privilege, business-judgment privilege, editorial privilege, and any analogous common-law protections, and the analogous immunities, defenses, and protections of other jurisdictions. Nothing in these Terms shall be construed as a waiver of any of those immunities, defenses, or protections. The exercise or non-exercise of any editorial function described in this Section does not waive any right or remedy and does not create any obligation to apply the same treatment to other users, content, or circumstances.
Statutory limits of these immunities. The immunities and protections invoked in this Section apply only to the extent provided by law and are subject to their statutory limits. Without limiting the foregoing, and consistent with 47 U.S.C. § 230(e), Section 230 does not limit the enforcement of federal criminal law (including 18 U.S.C. § 1591) under 47 U.S.C. § 230(e)(1), and — under the carve-outs added by the Allow States and Victims to Fight Online Sex Trafficking Act and codified at 47 U.S.C. § 230(e)(5) — does not limit any civil claim under 18 U.S.C. § 1595 arising from conduct that constitutes a violation of 18 U.S.C. § 1591, or any State criminal charge for conduct that would constitute a violation of 18 U.S.C. § 1591 or 18 U.S.C. § 2421A. This paragraph is an acknowledgment of the limits that applicable law places on these immunities; it does not create, and shall not be construed to create, any duty, obligation, standard of care, or undertaking on the part of Spritz Social, Inc. that does not otherwise exist under applicable law. Content and conduct facilitating human trafficking or sexual exploitation are independently prohibited under Sections 3.6 and 7.1.
This Section sets out the obligations of users who post commercial, promotional, or sponsored content on the Service, and Spritz Social, Inc.'s commitments to facilitate transparency about commercial relationships, consistent with the U.S. Federal Trade Commission's Endorsement Guides (16 C.F.R. Part 255), the FTC's 2023 amendments to those Guides, the United Kingdom's CAP Code as administered by the Advertising Standards Authority, the EU Unfair Commercial Practices Directive (2005/29/EC), and analogous consumer-protection and advertising laws in other jurisdictions.
User obligations.
Material connections must be disclosed. If you have a material connection to a brand, business, product, service, person, or other interest that you mention, endorse, recommend, review, tag, link to, or otherwise feature in your User Content, you must clearly and conspicuously disclose that material connection in or with the User Content at the time of posting. A "material connection" is any relationship between you and the subject that might affect the weight or credibility a reasonable user would give your statements, including (without limitation):
Clear and conspicuous disclosure. A disclosure is "clear and conspicuous" only if a reasonable user is likely to notice and understand it before forming an impression about your statements. Disclosures must be:
The disclosure obligation applies regardless of post type, including images, videos, short-form video, live streams, and text posts, and including in-platform direct messages where the message is part of an organized commercial endorsement.
Affiliate marketing. If you post an affiliate link, referral link, or otherwise direct other users to take an action that will result in payment, credit, or other consideration to you, you must clearly disclose the affiliate or referral nature of the link at the point at which the link appears (for example, "affiliate link — I get a commission if you sign up through this link").
Spritz-arranged paid promotion. Where Spritz Social, Inc. operates a paid-promotion, boosted-post, or branded-content feature that is distinct from organic posting, your participation in those features is in addition to (not in lieu of) the disclosure obligations described above. Spritz Social, Inc. may apply additional platform-level disclosures (such as a "Sponsored" or "Paid partnership" label) to qualifying content.
Spritz Social, Inc. commitments.
Honoring disclosure signals. Where you have made a clear and conspicuous disclosure of a material connection in accordance with this Section, Spritz Social, Inc. will not algorithmically suppress, hide, demote, or down-rank the content for the sole reason that it contains the disclosure. Disclosure signals — such as "#ad," "#sponsored," "Paid partnership," or any selection in an in-product disclosure mechanism we offer — will not be treated as a negative ranking signal in our recommender system on the basis of being disclosures of a material connection.
Limits of this commitment. The foregoing commitment does not limit Spritz Social, Inc.'s right to:
In-product disclosure mechanism. Spritz Social, Inc. intends to make available an in-product disclosure mechanism (such as a "Paid partnership" toggle, a "Branded content" tag, or a similar mechanism) and to surface the resulting disclosure clearly to viewers as the product matures. The disclosure obligation in this Section applies whether or not such an in-product mechanism is available; where it is not available, you remain responsible for clearly disclosing material connections through caption text, on-content text, or other means described above.
Enforcement. Content that fails to comply with this Section may be treated as a violation of Section 3.6 (Content Representations and Warranties) — including the prohibitions on fake endorsements, fake testimonials, and misleading claims — and may be subject to the consequences described in Section 5.4 (Consequences of Violations), Section 4.11 (Treatment of Earnings on Enforcement, Suspension, or Termination), and any other applicable provision of these Terms. We may, in our discretion, request that a creator add a disclosure before content is restored to public visibility or rendered eligible for monetization.
Nothing in this Section is intended to limit the obligations a user may have under applicable advertising or consumer-protection law independent of these Terms.
Spritz Social, Inc. respects the intellectual property rights of others and expects users to do the same. We comply with the Digital Millennium Copyright Act (DMCA) and similar laws worldwide.
You are solely responsible for ensuring that your User Content does not infringe any third party's intellectual property rights. This includes but is not limited to:
Spritz Social, Inc. has designated an agent to receive notifications of claimed copyright infringement under 17 U.S.C. § 512(c)(2). The agent's complete contact information — legal name, mailing address, telephone number, and email — is publicly available in the United States Copyright Office's DMCA Designated Agent Directory at https://dmca.copyright.gov.
Email: [email protected]
How to submit a notice. You may submit a DMCA takedown notice through any of the following channels:
For email or postal submissions, you are responsible for ensuring that your notice contains all elements required by 17 U.S.C. § 512(c)(3), including identification of the copyrighted work, identification and location of the allegedly infringing material, your contact information, a good-faith-belief statement, a statement under penalty of perjury that the information is accurate and that you are authorized to act on behalf of the rights holder, and a physical or electronic signature.
We will review properly submitted takedown notices and, where removal or disabling of access is warranted, act expeditiously, consistent with 17 U.S.C. § 512(c)(1)(C). Notices that materially fail to comply with § 512(c)(3) may not be considered effective for purposes of this Section. Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages, including costs and attorneys' fees.
If you believe content you posted was removed or disabled as a result of mistake or misidentification, you may submit a counter-notification through our DMCA Counter-Notice form, available in the app under Settings → Copyright Policy → Submit Counter-Notification, or on the web at https://spritz.social/settings/dmca-counter-notice. The form is structured to collect all information required by 17 U.S.C. § 512(g)(3), including the required consent to federal court jurisdiction and acceptance of service of process. You may alternatively submit a counter-notification by email or mail to the Designated Agent listed in Section 6.3, in which case you are responsible for ensuring all § 512(g)(3) elements are included.
Upon receipt of a compliant counter-notification, we will promptly forward it to the complaining party, consistent with 17 U.S.C. § 512(g)(2)(B). Unless we first receive notice from the complaining party that it has filed an action seeking a court order to restrain the user from engaging in the allegedly infringing activity, we will restore the material to the Service not less than ten (10) nor more than fourteen (14) business days following our receipt of the counter-notification, consistent with 17 U.S.C. § 512(g)(2)(C). Knowingly materially misrepresenting that material was removed or disabled by mistake or misidentification may subject you to liability under 17 U.S.C. § 512(f).
Spritz Social, Inc. has adopted and reasonably implements a policy of terminating, in appropriate circumstances, the accounts of users who are determined to be repeat copyright infringers, consistent with 17 U.S.C. § 512(i). In assessing whether circumstances are appropriate for termination, we consider, among other factors: the number and validity of takedown notices received concerning a user's account within a relevant period; whether any notice has been superseded by a successful counter-notification under Section 6.4, a final determination of fair use, a withdrawal by the complaining party, or a finding by Spritz Social, Inc. that the notice contained material misrepresentations within the meaning of 17 U.S.C. § 512(f) or Section 6.7; and the egregiousness and willfulness of the infringing conduct. We log infringement notices internally and apply this policy across accounts; users may not evade this policy by creating new accounts or transferring content to other accounts.
Without limiting any other remedy available to us or to affected users, Spritz Social, Inc. reserves the right, on its own behalf and on behalf of users whose content was removed or disabled as a result of an offending notice, to seek recovery under 17 U.S.C. § 512(f) for damages, costs, and attorneys' fees incurred as a result of any DMCA takedown notice or counter-notification submitted to us that contains material misrepresentations. A material misrepresentation under this Section includes, without limitation: (a) knowingly misidentifying the work alleged to be infringed; (b) knowingly misidentifying the allegedly infringing material; (c) asserting a good-faith belief without a reasonable basis; (d) failing to consider fair use, fair dealing, or analogous defenses before submitting the notice where applicable law (including the standard articulated in Lenz v. Universal Music Corp.) requires such consideration; or (e) submitting a notice for the purpose of suppressing lawful speech, suppressing competition, or harassing the user whose content is the subject of the notice.
We may share records of notices and counter-notifications found to contain material misrepresentations with rights-holder organizations, arbitration providers, law enforcement, courts, professional associations of rights-holder counsel, and other service providers where doing so is reasonably related to enforcement of these Terms, prevention of abuse of the DMCA process, or compliance with law. Repeated submission of notices found to contain material misrepresentations may result in: (i) our refusal to process further notices from the submitter under 17 U.S.C. § 512(c); (ii) referral to professional, regulatory, or bar-disciplinary authorities; and (iii) recovery of all attorneys' fees, costs, and damages incurred by Spritz Social, Inc. and by affected users.
Statutory framework. Under 17 U.S.C. § 512(h), a copyright owner or a person authorized to act on the owner's behalf may obtain a subpoena from the clerk of a United States district court compelling Spritz Social, Inc. to disclose identifying information about a user alleged to have infringed the owner's copyright. To be effective, a § 512(h) subpoena request must include (i) a proposed subpoena, (ii) a copy of a DMCA notification meeting the requirements of 17 U.S.C. § 512(c)(3)(A), and (iii) a sworn declaration that the purpose of the subpoena is to obtain the identity of an alleged infringer and that the identifying information will be used only for the purpose of protecting rights under the Copyright Act.
Compliance with valid subpoenas. Spritz Social, Inc. will, after the verification described below, comply with subpoenas that are valid and procedurally proper under § 512(h), by disclosing only the identifying information that § 512(h) authorizes — that is, information sufficient to identify the alleged infringer, and no more.
Scope limitation; coordination with other privacy law. A § 512(h) subpoena authorizes disclosure only of information sufficient to identify the alleged infringer. It does not authorize, and we will not produce in response to a § 512(h) subpoena alone, the contents of private communications (such as direct messages), substantive User Content not specifically identified in the supporting DMCA notification, browsing or interaction history, or other information beyond the scope of § 512(h). Disclosure of such other material is governed by the U.S. Stored Communications Act (18 U.S.C. § 2701 et seq.), the procedures of 18 U.S.C. § 2703 (which generally requires a warrant, court order, or other specified legal process for the contents of communications), and analogous laws of other jurisdictions; we will require separate legal process appropriate to those categories of information.
Verification by Spritz Social, Inc. Before responding to a § 512(h) subpoena, Spritz Social, Inc. may, in its reasonable discretion, take steps to verify the validity and procedural propriety of the subpoena, including (without limitation): (a) confirming that the subpoena was issued by the clerk of a U.S. district court; (b) confirming that the supporting DMCA notification meets the requirements of 17 U.S.C. § 512(c)(3)(A); (c) confirming that the subpoena seeks only identifying information within the scope of § 512(h); and (d) reviewing the supporting declarations for indications of bad faith, abuse, or material misrepresentation. Spritz Social, Inc. may decline to comply with, and may move to quash, modify, or seek other relief from, any subpoena that we determine in good faith to be facially invalid, to exceed the scope of § 512(h), to be unduly broad, to lack a procedurally adequate supporting DMCA notification, or to be part of a campaign of abusive or bad-faith DMCA practice.
Costs of compliance. Spritz Social, Inc. reserves the right to seek reimbursement of reasonable costs and expenses incurred in responding to a § 512(h) subpoena, including reasonable attorneys' fees, to the extent authorized by Federal Rule of Civil Procedure 45(d)(2)(B)(ii) or by other applicable law.
Notice to affected users. To the extent permitted by applicable law and consistent with the timing required by § 512(h), Spritz Social, Inc. may, but is not required to, notify a user before disclosing identifying information about that user in response to a § 512(h) subpoena. Where notice is given, it may be sent to the user's most recent email address on file with the Service and may include a copy of the subpoena and the supporting DMCA notification. Where a court order or applicable law prohibits or restricts such notice, we will comply with that order or law.
User remedies. A user whose identifying information may be disclosed in response to a § 512(h) subpoena may pursue any remedy available under applicable law, including (without limitation) a motion to quash or modify the subpoena before the issuing court, an action under 17 U.S.C. § 512(f) for material misrepresentations in the supporting DMCA notification, and any other procedural or substantive remedy available under the Federal Rules of Civil Procedure or applicable state law. By using the Service, you acknowledge and agree that Spritz Social, Inc.'s good-faith compliance with a subpoena that is valid and procedurally proper on its face — as determined by reference to the information reasonably available to Spritz Social, Inc. at the time of compliance — does not violate these Terms or any duty owed to you, and is not by itself a basis for a claim against Spritz Social, Inc.
Preservation of immunities. Nothing in this Section waives or limits any protection, immunity, or defense Spritz Social, Inc. may have under Section 230 of the Communications Decency Act, 47 U.S.C. § 230, the safe-harbor provisions of 17 U.S.C. § 512, the Stored Communications Act, or any other applicable federal, state, or foreign law. Compliance with a § 512(h) subpoena is not, and shall not be construed as, a waiver of any such protection, immunity, or defense.
Coordination with Section 6.7. The rights and remedies of Spritz Social, Inc. and of affected users under Section 6.7 (Bad-Faith DMCA Notices and Counter-Notifications) extend to bad-faith use of the § 512(h) subpoena process, including the submission of subpoena requests supported by knowingly defective DMCA notifications or for purposes other than those authorized by § 512(h). Recovery under § 512(f), referral to professional and regulatory authorities, and the other remedies described in Section 6.7 apply equally to § 512(h) abuses.
The Service must not be used for any criminal, illegal, or unlawful purpose. This includes but is not limited to:
You are fully and solely liable for any criminal or illegal activity conducted through your account or using your content. Spritz Social, Inc. is not responsible for and will not be held liable for any illegal conduct by users.
Spritz Social, Inc. cooperates with law enforcement agencies investigating criminal activity as required by valid legal process and applicable law. This may include:
If you become aware of illegal content or activity on the Service, please report it immediately by contacting [email protected] (or by using the in-app reporting tools available throughout the Service).
Spritz Social, Inc. maintains a zero-tolerance policy against child sexual abuse material ("CSAM") and any content or conduct that sexually exploits, endangers, or threatens minors. Prohibited material includes visual depictions of sexually explicit conduct involving any person under 18 years of age, computer- or AI-generated material depicting such conduct (as covered by 18 U.S.C. § 2256(8)), and any use of the Service to procure, solicit, entice, groom, or coordinate sexual contact with or sexual exploitation of a minor.
We may employ detection methods to identify CSAM on the Service, consistent with 18 U.S.C. § 2258C and other applicable law. The absence of detection in any particular case does not relieve any user of responsibility for content they post.
When apparent CSAM comes to our attention — whether through automated detection, user report, manual review, or notification from law enforcement — we will, without prior notice to the responsible account holder:
If you become aware of CSAM or any exploitation of a minor on the Service, please report it immediately by contacting [email protected] (or by using the in-app reporting tools available throughout the Service). You may also — and we encourage you to — report directly to NCMEC's CyberTipline at https://report.cybertip.org or by calling 1-800-843-5678. If a child is in immediate danger, contact 911.
These reporting and preservation activities are obligations under federal law and are not subject to user request or notice. Pursuant to 18 U.S.C. § 2258B, we are protected from civil and criminal liability for good-faith reports and related actions taken under § 2258A.
Compliance commitment. Spritz Social, Inc. complies with applicable U.S., EU, UK, and other export-control and economic-sanctions laws and regulations, including (without limitation) the U.S. Export Administration Regulations (15 C.F.R. Parts 730–774, "EAR") administered by the U.S. Department of Commerce Bureau of Industry and Security, the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130, "ITAR") administered by the U.S. Department of State, and the economic-sanctions programs administered by the U.S. Department of the Treasury Office of Foreign Assets Control ("OFAC"), as well as the corresponding regimes of the European Union and its Member States, the United Kingdom (administered by the Office of Financial Sanctions Implementation, "OFSI"), and analogous authorities in other jurisdictions.
Comprehensively embargoed jurisdictions. The Service is not available to, and may not be accessed or used by, any person located in, ordinarily resident in, or organized under the laws of any country or region that is subject to comprehensive U.S. economic sanctions. As of the Effective Date, these jurisdictions include Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Syria, the Crimea region of Ukraine, and the so-called Donetsk People's Republic and Luhansk People's Republic regions of Ukraine. The list of comprehensively embargoed jurisdictions evolves over time as the U.S. and other governments add or remove jurisdictions; the controlling list is the then-current set of comprehensive embargoes maintained by OFAC and made available at https://ofac.treasury.gov, together with comparable lists maintained by EU, UK, and other competent authorities.
Restricted parties. The Service may not be accessed or used by any person or entity listed on, or owned (directly or indirectly, 50% or more in the aggregate) or controlled by any person or entity listed on:
User representations. By accessing or using the Service, you represent and warrant that: (i) you are not located in, ordinarily resident in, or organized under the laws of any comprehensively embargoed jurisdiction described above; (ii) you are not listed on, owned by, or controlled by any person or entity on any of the restricted-party lists identified above; (iii) you will not export, re-export, transfer, or otherwise make available the Service, any User Content, or any technology, data, software, or information obtained through the Service to any such jurisdiction or party; and (iv) you will not use the Service to engage in any conduct prohibited by applicable export-control or economic-sanctions law, including by providing economic resources, products, or services to sanctioned persons or by facilitating prohibited transactions.
Reservation of rights. We may, at any time and without prior notice, suspend or terminate access to the Service, freeze or restrict any account, decline a transaction, decline to provide services, and take any other action we determine in good faith is necessary or appropriate to comply with applicable export-control and economic-sanctions law. Where required by law, we may also be required to block, reject, or report transactions and to file reports with U.S. or foreign authorities.
Geo-blocking and screening. We may use technical measures — including IP-based geolocation, payment-method geolocation, device signals, and other indicators — to identify and block access from comprehensively embargoed jurisdictions and to screen for potential matches against restricted-party lists. The use of these measures is governed by Section 5.6 (Monitoring and Enforcement) and our Privacy Policy. The absence of such detection in any particular case does not constitute permission for the access or use in question, does not waive any right we have to act upon learning of a sanctions issue, and does not give rise to any defense based on knowledge, acquiescence, ratification, or laches.
Coordination with payment processing. The Wallet and any other payment functionality of the Service (see Section 13.6) are independently subject to sanctions screening by Stripe and any other applicable payment processor, in addition to the controls we maintain. A failure of one screening layer does not waive the application of another.
Notification by you. If you become aware that your access to or use of the Service may violate applicable export-control or economic-sanctions law — for example, because you have traveled to a comprehensively embargoed jurisdiction, or because you or an entity controlling you has been added to a restricted-party list — you agree to cease your access to the Service immediately and to notify us at [email protected].
Severability and anti-boycott protection. If any provision of this Section is, or becomes, prohibited or unenforceable under applicable law — for example, because that law conflicts with the U.S. anti-boycott rules administered by the U.S. Department of Commerce or the U.S. Department of the Treasury, or because the law of your jurisdiction prohibits compliance with sanctions imposed by another country — the affected provision will be enforced only to the extent permitted by law, and the remaining provisions of this Section will continue in full force.
Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, disclose, and protect your personal information, the legal bases on which we process it, the limited circumstances in which we share it, and the rights and choices available to you. Please review it carefully.
We collect and process personal data as described in, and for the purposes and on the legal bases set out in, the Privacy Policy. Where we rely on your consent for a particular processing activity — for example, push notifications — you may give, withhold, or withdraw that consent as described in the Privacy Policy. We do not treat your general use of the Service as consent to processing for which applicable law requires separate, specific consent.
We do not sell your personal information. We share personal data only as described in the Privacy Policy — for example, with service providers that process data on our behalf, where required by law or valid legal process, to protect the rights, property, or safety of Spritz Social, Inc., our users, or the public, and in connection with a business transfer. We do not share personal data with advertisers; they receive only totals, as described in Section 4.13. In the event of any conflict between this Section and the Privacy Policy regarding our data practices, the Privacy Policy controls.
We implement security measures appropriate to the nature of the Service to protect personal data, as described in the Privacy Policy. No method of transmission over the internet or electronic storage is completely secure, however, and we cannot guarantee absolute security.
NOTICE
The Service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Spritz Social, Inc. does not warrant that:
Subject to Section 9.4a (Exceptions to the Limitations and Exclusions of Liability), and to the maximum extent permitted by applicable law, in no event shall Spritz Social, Inc., its officers, directors, employees, agents, affiliates, licensors, or service providers be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to:
Subject to Section 9.4a (Exceptions to the Limitations and Exclusions of Liability), and to the maximum extent permitted by law, the total liability of Spritz Social, Inc. for any claims arising from or related to these Terms or the Service shall not exceed the lesser of:
Nothing in Section 9.3 or Section 9.4, and nothing elsewhere in these Terms, excludes or limits the liability of Spritz Social, Inc. for:
The exclusions of damages in Section 9.3 and the cap in Section 9.4 apply only to the extent permitted by applicable law and do not apply to the categories listed above. If the cap in Section 9.4, or any exclusion in Section 9.3, is held to be unenforceable or inapplicable as to a particular claim, then, as to that claim only, the liability of Spritz Social, Inc. is limited to the maximum extent permitted by applicable law, and that holding does not affect the validity or enforceability of Sections 9.3 and 9.4 as to any other claim. The exceptions in this Section limit only the operation of Sections 9.3 and 9.4; they do not themselves create, expand, or admit any liability, cause of action, or duty that does not otherwise exist under applicable law.
Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
Spritz Social, Inc. is not responsible for any User Content posted on the Service. We do not endorse, verify, or assume responsibility for the accuracy, completeness, or legality of any User Content.
Definition. From time to time, Spritz Social, Inc. may offer features, services, products, or functionality on the Service that are designated as "beta," "preview," "experimental," "early access," "alpha," "labs," "pilot," "developer preview," or by a similar designation (collectively, "Beta Features"). Beta Features are made available to allow users to evaluate and provide feedback on functionality that has not yet been released for general availability.
AS IS, with all warranty disclaimers applying with full force. Beta Features are provided on an "AS IS" and "AS AVAILABLE" basis, with all warranty disclaimers and limitations of this Section 9 applying with their fullest force and effect. In addition to the general "AS IS" framework, Beta Features may (and you acknowledge that they may): (a) contain bugs, defects, errors, glitches, security vulnerabilities, or incomplete functionality; (b) cause loss, corruption, unavailability, or inadvertent disclosure of data, content, account state, settings, or in-product credit or value; (c) interfere with, degrade, or break other features of the Service; (d) result in inconsistent, unexpected, or unintended behavior; (e) be unavailable, slow, or unreliable; (f) be changed, modified, suspended, or discontinued at any time and without notice; and (g) be limited to specific users, geographies, devices, or use cases. To the maximum extent permitted by applicable law, you use Beta Features at your own risk, and you accept the risks described in this Section as the price of early access.
No SLA, uptime, performance, or support commitments. No service-level agreement, uptime commitment, performance commitment, response-time commitment, or support commitment of Spritz Social, Inc. — whether expressed in these Terms, in product documentation, in marketing materials, or otherwise — applies to Beta Features, regardless of whether any such commitment applies to other parts of the Service. Spritz Social, Inc. has no obligation to maintain, support, update, fix, document, monitor, or continue providing any Beta Feature, and may discontinue any Beta Feature at any time, with or without notice and with or without cause.
No commitment to general release. Spritz Social, Inc.'s offering of a Beta Feature does not constitute a commitment to release the feature for general availability, to retain the feature in its current form, to integrate the feature into the broader Service, to provide the feature to all users, or to honor any pricing, terms, or functionality that may be associated with the Beta Feature in any later general release. Beta Features may never reach general availability, may be released only to limited categories of users, may be released in modified form, may be released at a different price, or may be subject to additional or different terms upon general release.
Feedback. Any suggestions, comments, ideas, improvements, bug reports, feature requests, or other feedback you provide to Spritz Social, Inc. regarding a Beta Feature (collectively, "Feedback") may be used by Spritz Social, Inc. for any purpose, without restriction or compensation to you. You grant Spritz Social, Inc. a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and incorporate your Feedback into the Service or any other product, service, or technology of Spritz Social, Inc., subject only to our Privacy Policy. Feedback is not confidential information of yours, and Spritz Social, Inc. is under no obligation of confidentiality with respect to Feedback unless we expressly agree in writing.
Revocation of access. Spritz Social, Inc. may revoke your access to any Beta Feature at any time, in our sole discretion, with or without cause and with or without notice. Revocation of Beta Feature access does not by itself constitute termination of your account or of your right to use other parts of the Service.
Additional terms. Beta Features may be subject to additional terms, conditions, eligibility criteria, confidentiality obligations, or use restrictions specific to the feature. Where such additional terms are presented to you before you begin using a Beta Feature, your use of the Beta Feature is governed by those additional terms in addition to these Terms; in the event of a conflict between this Section and any additional Beta Feature terms with respect to that specific Beta Feature, the additional terms control as to that Beta Feature.
Coordination with Section 13.8. The discontinuation, modification, or sunset of a Beta Feature is also governed by Section 13.8 (Discontinuation, Modification, or Sunset of the Service or Features); however, the commercially-reasonable-notice obligation described in Section 13.8 does not apply to Beta Features — Beta Features may be modified, suspended, or discontinued without any notice and without liability to you.
Mandatory consumer protections. Nothing in this Section limits any non-waivable consumer right under applicable law, including (where applicable to the user and the Beta Feature in question) the EU Digital Content and Digital Services Directive (Directive (EU) 2019/770), the UK Consumer Rights Act 2015 as it applies to digital content and digital services, and analogous consumer-protection laws of other jurisdictions. Where any such mandatory law confers rights that conflict with this Section as applied to a specific consumer, the mandatory rights prevail as to that specific consumer, and this Section otherwise remains in full force and effect.
NOTICE
You agree to indemnify, defend, and hold harmless Spritz Social, Inc., its parent company, subsidiaries, affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, actions, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:
Scope; fault-based limitation. Your indemnification obligation under this Section applies only to the extent the claim, demand, action, loss, or liability arises from your own breach of these Terms, your violation of applicable law, your violation of a third party's rights, or other wrongful act or omission by you, and it is reduced proportionately to the extent any loss is caused by the negligence, willful misconduct, or breach of these Terms by Spritz Social, Inc. Nothing in this Section requires you to indemnify, defend, or hold harmless Spritz Social, Inc. against any liability to the extent it arises from Spritz Social, Inc.'s own negligence, willful misconduct, or violation of law, or to the extent such indemnification is prohibited or unenforceable against a consumer under non-waivable applicable law.
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without our prior written consent.
This indemnification obligation shall survive the termination of your account and these Terms.
NOTICE
Notice of Dispute. Before initiating any formal dispute resolution proceeding — including any arbitration demand, small-claims action, or court proceeding — you must first send a written notice of the dispute to [email protected] ("Notice of Dispute"). To be effective, a Notice of Dispute must include all of the following: (a) your full legal name, the email address associated with your account, and a current mailing address; (b) a detailed description of the claim, including the specific provisions of these Terms or the specific conduct giving rise to it and the relevant facts; (c) the specific relief sought, including any monetary amount, with a reasonable factual basis for that amount; (d) your signature (which may be electronic); and (e) a statement, made under penalty of perjury, that the facts described in the Notice of Dispute are true and accurate to the best of your knowledge.
Cure Period. You agree to give Spritz Social, Inc. a period of sixty (60) days from receipt of a Notice of Dispute that materially complies with this Section ("Cure Period") to investigate the dispute and attempt to resolve it in good faith.
Tolling. Any applicable statute of limitations, contractual limitations period, and arbitration filing deadline is tolled during the Cure Period.
Compliance and consequences. A Notice of Dispute that materially fails to comply with the requirements of this Section is not effective. Compliance with this Section — including completion of the Cure Period — is a substantive condition precedent to any arbitration or court proceeding. The parties expressly delegate to any arbitrator or court the authority to determine compliance with this Section as a threshold issue before reaching the merits of any claim, and that authority applies even where the merits of the underlying claim would otherwise be delegated to the arbitrator or court. An arbitration demand or court action commenced without first satisfying this Section may be dismissed or stayed at our request, without prejudice, pending compliance.
A claimant who commences a formal proceeding without first providing a compliant Notice of Dispute, or who commences such a proceeding before the Cure Period has been completed, agrees that Spritz Social, Inc. may recover from the claimant the reasonable attorneys' fees and costs it incurred in obtaining dismissal or stay of the non-compliant proceeding. This Section is intended to be a meaningful condition precedent to any formal proceeding and is not a mere formality.
Scope. The Notice of Dispute and Cure Period requirements of this Section apply to claims brought against Spritz Social, Inc. Claims brought by Spritz Social, Inc. — including (without limitation) claims for injunctive relief, intellectual-property enforcement, enforcement of Section 5.3 (Prohibited Activities) or Section 5.5 (Liquidated Damages), and claims to preserve evidence or prevent irreparable harm — are not subject to the pre-action requirements of this Section and may be brought directly in the forum specified in Section 12 or, where applicable, in arbitration.
If a dispute is not resolved through the Notice of Dispute and Cure Period described in Section 11.1, you and Spritz Social, Inc. agree to resolve any claims relating to these Terms or the Service through final and binding arbitration, except as set forth in Section 11.5.
Clear and unmistakable delegation. You and Spritz Social, Inc. agree that an arbitrator, and not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, revocability, validity, or formation of this Section 11 (the agreement to arbitrate), including any contention that all or any part of this Section 11 is void, voidable, or unenforceable (including on grounds of unconscionability), and including any dispute over whether a particular claim is subject to arbitration. The parties intend this delegation to be "clear and unmistakable" within the meaning of First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995), Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63 (2010), and Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S. ___ (2019). Consistent with Rent-A-Center, this delegation is an agreement to arbitrate threshold questions that is severable from the remainder of this Section 11, and a challenge directed at the validity or enforceability of this Section 11 as a whole — as opposed to a challenge directed specifically at this delegation provision — is itself for the arbitrator to decide.
Matters reserved to a court. Notwithstanding the foregoing, the following are decided by a court of competent jurisdiction under Section 12, and not by an arbitrator: (a) the enforceability, validity, scope, and effect of the class-action, consolidated-action, collective-action, and representative-action waiver in Section 11.4, including the non-severability consequence stated in that Section (so that, if the class-action waiver is held unenforceable as to a claim, the agreement to arbitrate that claim is void and the claim proceeds in court, as Section 11.4 provides); and (b) any question that, as a matter of non-waivable applicable law, must be decided by a court rather than an arbitrator.
Coordination and precedence. Compliance with the pre-action requirements of Section 11.1 (Notice of Dispute and Cure Period) continues to be determined as provided in Section 11.1, which permits either an arbitrator or a court to decide that threshold issue. This Section 11.2a allocates who decides questions of arbitrability; it does not itself render arbitrable any claim that Section 11.5 exempts from arbitration. In the event of any conflict between this Section 11.2a and any other provision of these Terms concerning who decides a question of arbitrability, this Section 11.2a controls — except that Section 11.4 controls as to the matters reserved to a court above, and Section 11.1 controls as to compliance with its pre-action requirements. The authority delegated by this Section is in addition to the arbitrator authority described in Section 11.3.
Rules. Arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect, together with the JAMS Consumer Arbitration Minimum Standards where applicable (each of which is incorporated into these Terms by reference). The arbitrator will be selected in accordance with the JAMS rules, and the arbitrator's award will be in writing and will set forth a reasoned basis for the decision.
Default venue. Unless this Section permits and the claimant exercises an election under the "Consumer election" paragraph below, or unless the JAMS Consumer Arbitration Minimum Standards require a different venue, any in-person hearing will be held in New York, New York.
Consumer election of hearing format and venue. If you are an individual consumer bringing a claim that is not subject to a Mass Arbitration under Section 11.7, you may, in your arbitration demand, elect any one of the following alternatives to the default New York venue:
Limits on the election right. The election right in this paragraph is available only for individual claims brought by a consumer claimant. It is not available for, and may not be invoked with respect to, any Demand that is subject to a Mass Arbitration under Section 11.7; such Demands will be administered in accordance with Section 11.7 and the JAMS Mass Arbitration Procedures. An election made under this paragraph does not waive, modify, or affect any other provision of these Terms, including Sections 11.1 (Notice and Cure), 11.4 (Class Action Waiver and Non-Severability), 11.7 (Mass Arbitration), 11.8 (Time Limit for Claims), 11.10 (Confidentiality), 11.11 (Attorney Standards), and 11.12 (Frivolous Claim Fee-Shifting), all of which apply to elected and non-elected arbitrations alike.
International consumers. Consumers habitually resident outside the United States may, under paragraph (c) above, elect to have any in-person hearing conducted in the city in which JAMS maintains a hearing facility nearest the consumer's habitual residence. Where no JAMS hearing facility is reasonably accessible to the consumer, the arbitration will be conducted by video conference, telephone, or other remote means under paragraph (b) above unless the parties otherwise agree in writing.
Language. Arbitration will be conducted in English unless the parties agree otherwise in writing. If the claimant is a consumer whose primary language is not English, the claimant may request a written translation of the arbitrator's award at no additional cost to the claimant.
Arbitrator authority. The arbitrator has authority to: (i) decide threshold issues of arbitrability and compliance with Section 11.1 as provided in that Section; (ii) order injunctive or declaratory relief on an individual basis (but not on a class, consolidated, collective, or representative basis); (iii) award damages, fees, and costs as available under applicable law and these Terms; and (iv) issue procedural rulings necessary for the orderly conduct of the arbitration. The arbitrator does not have authority to consolidate, certify, or join the claims of more than one claimant, or to allow class, consolidated, collective, or representative arbitration; that authority is reserved exclusively as provided in Section 11.4.
Fees and costs. Allocation of arbitration filing fees, arbitrator fees, and other administrative costs of the arbitration will be governed by the JAMS Consumer Arbitration Minimum Standards (where applicable) and the JAMS rules. Where the claimant is a consumer protected by the JAMS Consumer Arbitration Minimum Standards, Spritz Social, Inc. will pay any portion of JAMS fees that exceeds the consumer-fee caps set forth in those Standards. Each party bears its own attorneys' fees and costs unless these Terms, the JAMS rules, or applicable law provide otherwise (for example, the fee-recovery provisions in Sections 11.1 and 11.12).
You and Spritz Social, Inc. agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class, consolidated, collective, or representative action, and the arbitrator may not consolidate or join the claims of more than one person and may not otherwise preside over any form of representative or class proceeding.
Non-severability and class-arbitration prohibition. The class-action, consolidated-action, collective-action, and representative-action waiver in this Section is a material part of, and is non-severable from, the agreement to arbitrate set forth in this Section 11. If this class-action waiver is held to be unenforceable in whole or in part as to any claim, then the agreement to arbitrate that claim is also void, and that claim shall be brought solely in the courts identified in Section 12. Under no circumstances may any claim be brought, certified, joined, or maintained as a class, consolidated, collective, or representative proceeding in arbitration, and no arbitrator has the authority to allow class, consolidated, collective, or representative arbitration. This Section is intended to be governed by — and is enforceable under — the Federal Arbitration Act, 9 U.S.C. § 1 et seq., as interpreted in AT&T Mobility LLC v. Concepcion, Stolt-Nielsen S.A. v. AnimalFeeds International Corp., and their progeny.
Application regardless of opt-out or forum. The waiver in this Section applies regardless of whether a particular dispute is resolved in arbitration or in court, and regardless of whether either party has exercised the opt-out right described in Section 11.6. A user who has opted out of arbitration remains fully bound by this class-action waiver, and any claim brought by such a user must be brought solely on an individual basis in the courts identified in Section 12.
Partial severability for non-waivable representative actions. If any portion of this class-action waiver is held to be unenforceable as to a non-waivable representative public-enforcement action — such as a claim brought under the California Private Attorneys General Act (PAGA) or an analogous federal, state, or foreign statute that creates a non-waivable representative cause of action — the unenforceable portion shall be severed from this Section and the remainder of this waiver shall remain in full force and effect. Any unenforceable portion shall be brought solely in the courts identified in Section 12, and any individual component of such a claim that is subject to arbitration shall remain in arbitration.
Claims by Spritz Social, Inc. to collect amounts owed — including liquidated damages under Section 5.5, fees, chargebacks, indemnification obligations under Section 10, and fees and costs recoverable under Sections 11.1, 11.10, or 11.12 — are not exempt from arbitration; they are resolved on the same individual basis, and in the same forum, as a user's claims, except to the extent any such claim independently qualifies for an exception above (for example, a claim in which Spritz Social, Inc. seeks injunctive or other equitable relief).
Right to opt out. You have the right to opt out of the arbitration agreement set forth in this Section 11. To opt out, you must send a written notice of opt-out ("Opt-Out Notice") that is actually received by Spritz Social, Inc. within thirty (30) calendar days after the date you first agreed to these Terms.
Required contents. To be effective, an Opt-Out Notice must:
Methods of delivery. You may submit an Opt-Out Notice by either of the following methods:
Scope and effect. A timely and compliant Opt-Out Notice affects only the agreement to arbitrate in this Section 11. It does not affect any other provision of these Terms, including (without limitation) the class-action, consolidated-action, collective-action, and representative-action waiver in Section 11.4, the Notice of Dispute and Cure Period requirements in Section 11.1, the venue and governing-law provisions in Section 12, the limitations period in Section 11.8, the confidentiality provisions in Section 11.10, the attorney standards in Section 11.11, or the frivolous-claim fee-shifting provisions in Section 11.12. If you opt out of arbitration, any claim you bring against Spritz Social, Inc. — and any claim Spritz Social, Inc. brings against you that is not separately exempt from arbitration under Section 11.5 — shall be brought solely in the courts identified in Section 12, on an individual basis only.
Limitations. An Opt-Out Notice is effective only for the individual who signs it and only with respect to the account or accounts identified in the notice. The right to opt out is a one-time right; it may not be exercised on behalf of another person or after the thirty (30)-day window has expired. Opt-out elections may not be aggregated across users or submitted in bulk by a single representative; each Opt-Out Notice must be individually signed by the user opting out.
No retaliation. We will not retaliate against any user for exercising the right to opt out of arbitration. Exercise of the opt-out right will not affect a user's account status, access to the Service, eligibility for the Creator Revenue Sharing Program (Section 4), or any other benefit or feature of the Service.
Confirmation of receipt. We will use commercially reasonable efforts to confirm receipt of a compliant Opt-Out Notice within five (5) business days of receipt, sent to the mailing address you provided in the Opt-Out Notice (or, if none was provided, to the email address associated with your account). Our failure to send such confirmation does not invalidate a timely and compliant Opt-Out Notice. If you do not receive confirmation within ten (10) business days of submission, we encourage you to resend your Opt-Out Notice by the alternate delivery method to ensure receipt.
If twenty-five (25) or more substantially similar Notices of Dispute or Demands for Arbitration are filed against Spritz Social, Inc. by or with the coordination of the same law firm or law firms acting in concert (a "Mass Arbitration"), the JAMS Mass Arbitration Procedures and Guidelines then in effect (the "JAMS Mass Arbitration Procedures") apply to and govern those Demands and are incorporated into these Terms by reference. The parties specify twenty-five (25) Demands as the threshold for application of the JAMS Mass Arbitration Procedures — that is, the "other amount" the parties may agree upon under those Procedures in lieu of the default threshold. The JAMS Mass Arbitration Procedures govern the administration of a Mass Arbitration, including the appointment and authority of a Process Administrator to hear and determine preliminary and administrative matters and the applicable fee schedule.
Individual basis preserved. The application of the JAMS Mass Arbitration Procedures does not waive, and operates in addition to, the agreement to arbitrate in this Section 11, the class-action, consolidated-action, collective-action, and representative-action waiver and its non-severability consequence in Section 11.4, the pre-action requirements of Section 11.1, the delegation provision in Section 11.2a, and every other provision of these Terms, each of which continues to apply to every Demand in a Mass Arbitration on an individual basis. Nothing in this Section authorizes class, consolidated, collective, or representative arbitration, the prohibition on which is set forth in Section 11.4.
Tolling. The applicable statute of limitations, contractual limitations period, and arbitration filing deadlines are tolled for every Demand subject to a Mass Arbitration during any period in which that Demand is stayed, sequenced, batched, or otherwise held pending administration under the JAMS Mass Arbitration Procedures.
Fallback. If the JAMS Mass Arbitration Procedures are held not to apply to, or not to be enforceable as to, any Demand in a Mass Arbitration, that Demand will be administered on an individual basis under the JAMS rules identified in Section 11.3, and this Section operates in lieu of any class-arbitration mechanism. Each claimant participating in a Mass Arbitration waives any objection to the administration of the Mass Arbitration under the JAMS Mass Arbitration Procedures as provided in this Section.
Any claim arising out of or relating to these Terms or the Service — whether brought by you or by Spritz Social, Inc., and regardless of whether brought in arbitration, small-claims court, or any other forum — must be filed within one (1) year after the cause of action accrues. A cause of action accrues on the earlier of (i) the date on which the claimant first knew of the facts giving rise to the claim, or (ii) the date on which a reasonable person in the claimant's position, exercising reasonable diligence, would have discovered those facts. A claim not filed within this one-year period is permanently barred.
Regardless of when a claimant first knew or, with reasonable diligence, would have discovered the facts giving rise to a claim, no claim may be brought more than three (3) years after the date of the conduct or omission alleged to give rise to it. This three-year period operates as an absolute statute of repose and is not subject to tolling for delayed discovery.
This one-year time limit applies to all claims of every kind, including (without limitation) claims for breach of contract, breach of warranty, fraud, misrepresentation, unjust enrichment, statutory consumer-protection violations, common-law tort claims, equitable claims, and claims for indemnification or contribution. The Cure Period required by Section 11.1 and any stay imposed under Section 11.7 toll the running of the one-year period (but not the three-year absolute repose period) for their respective durations. This one-year period is in addition to and not in lieu of any shorter filing deadline that may be imposed by the rules of the arbitration provider.
This Section applies to the maximum extent permitted by applicable law and is in lieu of any longer statutory limitations period that would otherwise apply. Where applicable law prohibits the contractual shortening of a particular limitations period — including, for example, certain non-waivable consumer-protection claims, claims arising from physical injury or death, claims by users who were minors when the cause of action accrued, or claims governed by a jurisdiction that requires a minimum limitations period longer than one year — the applicable statutory period governs as to that specific claim only, and this Section continues to apply to all other claims.
In any arbitration between you and Spritz Social, Inc., each party and its representatives shall maintain as confidential, and shall not disclose to any third party, the following categories of genuinely sensitive material exchanged or produced in the arbitration: (i) the other party's trade secrets and non-public, confidential, proprietary, commercial, or financial information; (ii) the personal information of any non-party, and the identity and personal information of witnesses; and (iii) any material that the arbitrator or a tribunal has expressly ordered to be kept confidential or filed under seal. This obligation does not apply to the extent disclosure is necessary: (a) to comply with applicable law, regulation, or a court order; (b) to enforce, vacate, modify, or correct the award; (c) to fulfill insurance, financial-reporting, audit, or tax obligations; (d) to communicate with the parties' attorneys, accountants, insurers, or other professional advisors who are themselves bound by duties of confidentiality at least as protective as those imposed by this Section; or (e) with the express written consent of the other party.
Disclosure expressly permitted. For the avoidance of doubt, nothing in this Section restricts either party from disclosing, discussing, or publishing the existence of a dispute or arbitration with Spritz Social, Inc., that party's own claims, defenses, allegations, evidence, or experience, the fact and general nature of any resolution, or the portion of any final award concerning that party. This Section is not intended to, and shall not be construed to, prevent a claimant from communicating about the claimant's own dispute (including with other users, the public, the press, or potential witnesses) or from sharing any information other than the other party's confidential material described above.
Public-policy carve-outs. Nothing in this Section is intended to prohibit, restrict, or discourage disclosure that is protected or required by law. Without limiting the foregoing, this Section does not prohibit any party from: (i) disclosing information as required by California Code of Civil Procedure § 1001 or any analogous federal, state, or foreign law addressing the disclosure of information in proceedings involving allegations of sexual harassment, sexual assault, discrimination, retaliation, or similar conduct; (ii) reporting suspected violations of law to any governmental authority — including the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Federal Trade Commission, any state attorney general, or any analogous foreign authority — or cooperating with any such authority in any investigation; (iii) engaging in concerted activity protected by Section 7 of the National Labor Relations Act; or (iv) responding truthfully to a lawful subpoena or other compulsory legal process.
This confidentiality obligation survives termination of these Terms and conclusion of the arbitration. A party who breaches this Section (other than through a disclosure permitted by the carve-outs above) is liable for the resulting damages, including any reasonable attorneys' fees incurred in enforcement.
Identification. Any Notice of Dispute or formal proceeding initiated by a represented claimant must identify, by full name, bar number, jurisdiction(s) of bar admission, business address, and email, the attorney or attorneys of record acting on behalf of the claimant. The claimant agrees that Spritz Social, Inc. may rely on this identification for purposes of service, correspondence, and any subsequent enforcement action.
Preserved remedies. Nothing in these Terms limits, waives, or otherwise affects Spritz Social, Inc.'s right to seek any remedy available to it against any attorney, law firm, or other representative for misconduct in connection with a claim, including (without limitation): (a) sanctions under Federal Rule of Civil Procedure 11 or analogous state-court or arbitration-provider rules; (b) fee-shifting under 28 U.S.C. § 1927 or analogous federal, state, or foreign statutes; (c) sanctions under the inherent authority of any tribunal; (d) common-law claims for malicious prosecution, abuse of process, wrongful initiation of civil proceedings, or tortious interference with contract or business expectancy; and (e) disciplinary referral to applicable state bars, federal courts, or analogous foreign regulatory authorities. Spritz Social, Inc. expressly reserves these remedies and intends to pursue them in appropriate cases.
Coordination. The remedies in this Section operate in addition to, and not in lieu of, the remedies described in Sections 11.1, 11.10, and 11.12, and any other remedy available to us at law or in equity. Spritz Social, Inc. may pursue some, all, or none of these remedies in its sole discretion.
If a claim brought against Spritz Social, Inc. in arbitration, small-claims court, or any other forum is determined by the arbitrator or court to be frivolous, brought in bad faith, brought for an improper purpose (such as harassment, unnecessary delay, or needlessly increasing the cost of dispute resolution), or to involve material misrepresentations of fact or law, Spritz Social, Inc. may recover from the claimant the reasonable attorneys' fees and costs it incurred in defending the claim.
The arbitrator or court shall determine whether a claim is frivolous, brought in bad faith, or for an improper purpose based on the standards applied under Federal Rule of Civil Procedure 11, 28 U.S.C. § 1927, the inherent sanctioning authority of arbitrators and courts, and analogous federal, state, or foreign authority. A finding adverse to the claimant on the merits alone does not establish that a claim was frivolous, brought in bad faith, or for an improper purpose; the determination requires an additional showing of objective frivolousness, subjective bad faith, or improper purpose under the applicable standards.
The remedy in this Section is intended to be consistent with — and not in derogation of — the authorities cited above, and operates in addition to (not in lieu of) those remedies and the remedies described in Section 11.11.
For any claim, dispute, controversy, or proceeding between you and Spritz Social, Inc. that is not resolved through arbitration under this Section 11 — including (without limitation) claims brought in small-claims court under Section 11.5, individual claims for public injunctive relief preserved by Section 11.5, claims by Spritz Social, Inc. exempted from arbitration under Section 11.5, claims brought after a valid opt-out under Section 11.6, claims excluded from arbitration by operation of the non-severability rule in Section 11.4, and any other claim that proceeds in a court of competent jurisdiction — each of you and Spritz Social, Inc. knowingly, intentionally, and voluntarily waives the right to trial by jury, and agrees that any such claim shall be tried to the court, sitting without a jury.
Acknowledgment. You and Spritz Social, Inc. acknowledge that the waiver of jury trial set forth in this Section is a material inducement to entering into these Terms; that the waiver covers, where applicable, the right to trial by jury preserved by the Seventh Amendment to the United States Constitution and analogous rights under state constitutions and the laws of other jurisdictions; and that each party has had a meaningful opportunity to consider this waiver, including the opportunity to consult with legal counsel. Each party represents and warrants that the waiver is made knowingly, intentionally, and voluntarily.
Mutual application. The waiver of jury trial in this Section applies bilaterally to claims brought by you against Spritz Social, Inc. and to claims brought by Spritz Social, Inc. against you, and applies regardless of whether the claim arises under contract, tort, statute, equity, common law, or any other theory of liability.
Severability; California-specific note. If the waiver of jury trial in this Section is held unenforceable as to a particular claim or in a particular jurisdiction — including, for example, under the rule applied by the California Supreme Court in Grafton Partners L.P. v. Superior Court, 36 Cal.4th 944 (2005), which restricts pre-dispute waivers of jury trial in California state-court proceedings absent statutory authorization — this Section is unenforceable only to the extent of that specific limitation, and remains in full force and effect in all other jurisdictions and as to all other claims. The waiver does not purport to waive any right to a jury trial that is non-waivable under applicable law.
Coordination with arbitration. The waiver of jury trial in this Section applies only to claims that proceed in a court. For claims that are subject to arbitration under Sections 11.2 through 11.4, the arbitration agreement governs, and arbitration is itself a non-jury proceeding. The applicability of the waiver, and the question whether a particular claim is or is not subject to arbitration, are determined as provided in Sections 11.1 and 11.2a.
Survival; burden of proof. The waiver of jury trial in this Section survives termination of these Terms and termination, suspension, or deactivation of your account. A party challenging the enforceability of this waiver bears the burden of demonstrating its unenforceability under the applicable standard of proof, after the party seeking to enforce the waiver has shown that it appears valid on its face and was assented to in accordance with these Terms. The waiver is severable from the rest of these Terms in accordance with Section 14.2.
Subject to the EU, EEA, and UK consumer carve-out set forth below, these Terms shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.
EU, EEA, and UK consumer carve-out. Where Article 6 of Regulation (EC) No 593/2008 (the "Rome I Regulation"), or its UK-retained equivalent under the Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019, applies to a contract between Spritz Social, Inc. and a consumer who is habitually resident in a Member State of the European Union, the European Economic Area, or the United Kingdom, the choice of New York law in this Section does not deprive that consumer of the mandatory protections conferred on him or her by the laws of his or her country of habitual residence. To the extent any such mandatory protection conflicts with the application of New York law to a particular claim, the mandatory protection prevails as to that specific claim only, and this Section otherwise remains in full force as to that claim and all other claims. The selection of New York law remains effective as to all matters not governed by such non-waivable mandatory protections.
For any claims not subject to arbitration, you and Spritz Social, Inc. agree to submit to the exclusive personal jurisdiction and venue of:
Each party consents to service of process by any means authorized under the rules of the applicable court, and additionally consents to service of process by certified mail or by overnight courier (with proof of delivery) to the address most recently provided in connection with the user's account or, in the case of Spritz Social, Inc., to its Designated Agent for DMCA matters identified in Section 6.3. Each party waives any objection to the laying of venue in the courts identified in this Section and any defense based on forum non conveniens, inconvenient forum, or improper venue with respect to any action maintained in those courts.
EU and EEA consumer carve-out. Nothing in this Section deprives a consumer who is habitually resident in a Member State of the European Union, the European Economic Area, or the United Kingdom of any mandatory protection conferred by the consumer-protection laws of that consumer's habitual residence, including the right under Article 18 of the recast Brussels I Regulation (or its UK-retained equivalent) to bring proceedings against Spritz Social, Inc. in the courts of that consumer's habitual residence. To the extent any such mandatory protection conflicts with this Section, the mandatory protection prevails as to that specific claim, and this Section otherwise remains in full force.
If you are accessing the Service from outside the United States, you are responsible for compliance with local laws. The Service is controlled and operated from the United States, and we make no representations that the Service is appropriate or available for use in other locations.
Scope. This Section describes how Regulation (EU) 2022/2065 (the "Digital Services Act" or "DSA") and analogous laws apply to users in the European Union, the European Economic Area, and (to the extent applicable) the United Kingdom. As of the Effective Date, Spritz Social, Inc. qualifies as a micro or small enterprise within the meaning of Commission Recommendation 2003/361/EC and is therefore exempt from Articles 20 through 28, 34, 35, and 36 of the DSA under Article 19 of the DSA. The paragraphs below describe the obligations that apply, if and to the extent the DSA applies to the Service; they do not assume obligations beyond those the DSA imposes.
Single point of contact (DSA Articles 11 and 12). To the extent Articles 11 and 12 of the DSA apply to the Service, Spritz Social, Inc.'s single point of contact for direct communication with EU authorities under Article 11, and with recipients of the Service under Article 12, is reachable by email at [email protected]. Communications may be submitted in English and in such other official languages of the European Union as those Articles require; we respond in English unless applicable law requires otherwise.
EU legal representative (DSA Article 13). As of the Effective Date, Spritz Social, Inc. does not maintain an establishment in the European Union. If and to the extent Spritz Social, Inc. is determined to be offering services in the Union within the meaning of Article 13 of the DSA, Spritz Social, Inc. will designate a legal or natural person to act as its legal representative in a Member State and will publish that representative's name and contact details in this Section. EU users may, in the interim, address communications to the single point of contact identified above.
Notice-and-action mechanism (DSA Article 16). To the extent Article 16 of the DSA applies to the Service, EU users may submit notices of allegedly illegal content available on the Service by emailing [email protected] with the subject line "DSA Notice" (or by using the in-app reporting tools available throughout the Service). To enable us to act on the notice, please include: (a) a sufficiently substantiated explanation of why the content is alleged to be illegal under EU law or the law of a Member State; (b) a clear identification of the content (such as URL, post identifier, or username); (c) the submitter's name and email address (which may be withheld in cases involving information that may reveal the identity of a victim of sexual abuse or other sensitive content); and (d) a statement that the information in the notice is accurate and complete to the best of the submitter's knowledge. We will process compliant notices as Article 16 requires, where and as it applies.
Statement of reasons (DSA Article 17). Where we take a moderation action against an EU user's content or account that is subject to Article 17 of the DSA — including removal, disabling access, demotion or restriction of visibility, suspension or termination of an account, or suspension or termination of monetization — we will provide that user with the statement of reasons that Article 17 requires. The statement will include, where applicable: the action taken; the facts and circumstances giving rise to the action; the legal or contractual basis for the action; whether automated means were used in detection or decision-making; and information about the user's available redress, including the option of out-of-court dispute settlement under Article 21 of the DSA (to the extent applicable to providers of our size) and judicial redress. EU users at all times retain their statutory rights to pursue out-of-court dispute settlement and judicial redress under EU law.
Transparency report (DSA Article 15). If and when Spritz Social, Inc. becomes subject to Article 15 of the DSA with respect to the Service, Spritz Social, Inc. will publish reports on its content-moderation activities as and when that Article requires.
Reporting suspected criminal offences (DSA Article 18). Where Article 18 of the DSA applies to the Service and we become aware of information giving rise to a suspicion that a criminal offence involving a threat to the life or safety of a person has taken place, is taking place, or is likely to take place, we will inform the law-enforcement or judicial authorities of the Member State or Member States concerned in accordance with that Article. This is in addition to our mandatory reporting obligations under U.S. law described in Section 7.5.
Mandatory consumer protections preserved. Nothing in this Section, or elsewhere in these Terms, derogates from the mandatory protections conferred on EU, EEA, and UK consumers by the law of their habitual residence, as further provided in Sections 12.1 and 12.2.
Scope. This Section sets out Spritz Social, Inc.'s commitments to users in the United Kingdom in connection with the Online Safety Act 2023 (the "OSA") and the regulatory codes and guidance issued by the Office of Communications ("Ofcom"). The OSA imposes proportionate duties on user-to-user services that have links to the United Kingdom (within the meaning of section 4 of the OSA). The commitments in this Section apply to the extent the OSA applies to Spritz Social, Inc. given the size and reach of the Service and the nature of its links to the United Kingdom.
Illegal content. Spritz Social, Inc. prohibits content and conduct that is illegal under the laws of the United Kingdom, including without limitation content amounting to a "priority offence" within the meaning of Schedule 7 to the OSA — such as child sexual exploitation and abuse material, content that incites or facilitates terrorism, content that constitutes a threat to kill, content amounting to harassment or stalking, content involving fraud or financial-services offences, and content amounting to controlling or coercive behaviour. Specific prohibitions are described in Sections 3.6, 5.3, and 7 of these Terms.
Reporting illegal content. UK users may report illegal content available on the Service by emailing [email protected] with the subject line "OSA Report" (or by using the in-app reporting tools available throughout the Service). A report should include a description of the content, the location of the content on the Service (such as a URL or post identifier), and an explanation of why the content is alleged to be illegal under UK law. We will handle compliant reports in accordance with our obligations under the OSA, where and as they apply. The DSA notice-and-action mechanism described in Section 12.4 may also be used by UK users for this purpose.
Complaints. UK users who believe that content they have reported has not been adequately addressed, or whose own content or account has been subject to a moderation decision they believe was wrongful, may submit a complaint by emailing [email protected] with the subject line "OSA Complaint." We will handle such complaints in accordance with our obligations under the OSA, where and as they apply.
Children's safety. Spritz Social, Inc. does not direct the Service to anyone under 18 (see Section 2.1) and does not knowingly collect personal information from children under 13. Where Spritz Social, Inc. is required by the OSA to conduct a children's access assessment, and the assessment determines that children are likely to access the Service, Spritz Social, Inc. will undertake a children's risk assessment and adopt proportionate measures to protect children, consistent with the Ofcom Children's Codes of Practice as they apply to the Service.
Risk assessments and record-keeping. Where the OSA requires Spritz Social, Inc. to conduct an illegal-content risk assessment or a children's risk assessment, we will conduct such assessments and retain records of those assessments and the safety measures adopted in response, as required by the OSA and the applicable Ofcom codes and guidance. Records will be made available to Ofcom on request and will inform the proportionate safety measures we adopt.
Cooperation with Ofcom. Where the OSA applies to the Service, Spritz Social, Inc. will respond to any inquiry, investigation, information notice, confirmation decision, or other regulatory action under the OSA as the OSA and Ofcom's rules require. The single point of contact identified in Section 12.4 also serves as the point of contact for Ofcom communications.
Terms of service transparency. These Terms — including the prohibitions in Sections 3.6 and 5.3, the moderation framework in Sections 5.4 through 5.7, the dispute-resolution mechanisms in Section 11, and the CSAM and child-safety provisions in Section 7.5 — are published on our website and within the Service, are written in plain English to the extent reasonably practicable, and explain the rules and protections that apply to users. Changes to these Terms are addressed in Section 1.
Coordination with U.S. law. Where Spritz Social, Inc. is required by U.S. federal law — including 18 U.S.C. § 2258A (mandatory NCMEC reporting of child sexual abuse material) — to take action that may differ in timing or form from action that would otherwise be taken under the OSA, the U.S. legal obligation applies first; we will, to the extent permitted by law, also act consistently with the OSA. This Section is intended to complement, and not to limit, the obligations described in Section 7.5.
You may deactivate your account at any time through the Account settings within the Service. Deactivation is a reversible action that:
While your account is deactivated, your data is retained and your account can be reactivated at any time by logging back in. Deactivation does not delete your data.
Right to delete your account. You have the right to permanently delete your account and all associated personal data. You can do this yourself at any time from the Account page in the Service, using the "Delete Account" button. If you are unable to access your account, you may instead request deletion by contacting us at [email protected] from the email address associated with your account; in that case we will verify your identity as described below before proceeding.
Identity verification. We will verify your identity before acting on a deletion request, using a method that is reasonable and proportionate to the sensitivity of the request, consistent with Article 12(6) of the GDPR and the verification standards set out by the California Privacy Protection Agency under Title 11 of the California Code of Regulations. In most cases, verification will consist of confirming that the request was submitted from the email address associated with the account, or completing a routine in-app authentication challenge. We will not require you to create a new account, provide information unrelated to the request, or pay any fee in order to be verified. If we cannot reasonably verify a request, we will inform you of that limitation and explain what additional information would enable verification; we may decline to act on requests we cannot verify after reasonable effort, while preserving any non-account-based rights you may have under applicable law.
Timing. We aim to permanently delete your personal information within thirty (30) days after we verify your request, and in all cases we will do so within the period required by applicable law (forty-five (45) days under the CCPA and one (1) month under the GDPR, each as extendable under that law). Where a request is genuinely complex or where we are processing a high volume of requests, we may extend the deletion period by the additional time permitted by applicable law, and will inform you of any extension and its reason within the initial deletion period.
Effect of deletion. Upon completion of a verified deletion request:
Statutory basis. This right is provided in accordance with the California Consumer Privacy Act and the California Privacy Rights Act (collectively, the "CCPA"), the EU General Data Protection Regulation (GDPR), the UK Data Protection Act 2018, and other applicable data-protection laws. Where these laws apply to you, you may exercise the deletion rights they provide. As a matter of policy rather than legal obligation, we also make a comparable account-deletion option available to users regardless of where they reside.
No retaliation. We will not deny you services, charge you a different price or rate, or provide a different level or quality of service because you exercised your deletion right or any other privacy right described in these Terms or the Privacy Policy.
We may suspend or terminate your account and access to the Service at any time, with or without cause, with or without notice. Reasons for termination may include:
Default position. Except as required by applicable law or as expressly provided in these Terms, Spritz Social, Inc. does not issue refunds for payments made to us, and termination, suspension, or deactivation of your account does not entitle you to a refund of amounts already paid. The refund, withdrawal, and cancellation rights described in this Section take precedence over this default rule as to consumers in the relevant jurisdiction.
EU, EEA, and UK consumers — right of withdrawal. If you are a consumer habitually resident in the European Union, the European Economic Area, or the United Kingdom, you have a fourteen (14)-day right to withdraw from any contract for the supply of digital content or digital services entered into through the Service, in accordance with Directive 2011/83/EU on consumer rights (as amended by Directive (EU) 2019/2161, the "Modernisation Directive"), as transposed into the national law of your Member State (which may provide additional or more generous protections), or its UK-retained equivalent under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and related UK consumer-protection law. To exercise this right, you may send an unambiguous statement of your decision to withdraw to [email protected] within fourteen (14) days of the conclusion of the contract; you may also use the model withdrawal form set out in Annex I, Part B of Directive 2011/83/EU, but you are not required to do so.
Loss of EU/UK withdrawal right for digital content and services. By beginning to use, download, stream, or otherwise consume any paid digital content or digital service made available through the Service, you (i) expressly consent to the performance of the contract before the end of the fourteen-day withdrawal period and (ii) acknowledge that you thereby lose your right of withdrawal under Article 16 of Directive 2011/83/EU — specifically, Article 16(1)(m) for digital content not supplied on a tangible medium, and Article 16(1)(l) for digital services that are fully performed during the withdrawal period — or under the corresponding provisions of UK-retained law, once performance has begun (or, in the case of fully-performed digital services, has been completed). Spritz Social, Inc. will provide confirmation of your prior express consent and acknowledgment in accordance with Article 7(2) or Article 8(7) of Directive 2011/83/EU (as applicable). You may decline to begin using the digital content or digital service in order to preserve your withdrawal right.
App Store and Play Store purchases. If you purchased a subscription, in-app credit, or other paid item through Apple's App Store or Google Play, your refund rights with respect to that purchase are governed by the policies of the relevant platform (the Apple Media Services Agreement, the App Store Refund Policy, the Google Play Terms of Service, and Google Play's refund policy). Refund requests for such purchases must generally be directed to the relevant platform, although you may also contact us at [email protected] and we will assist where reasonably able.
Mistaken or duplicate charges. If you believe you have been charged in error — including duplicate charges, charges for services not provided, or charges following the effective cancellation of a subscription — contact [email protected] within sixty (60) days of the charge, and we will investigate in good faith and issue a refund where the charge was made in error.
Chargebacks. We encourage you to contact [email protected] before initiating a chargeback or payment dispute with your card issuer or payment provider, as informal resolution is generally faster than a chargeback. Nothing in this Section waives, restricts, or penalizes the exercise of any non-waivable right you have under applicable law — including the U.S. Fair Credit Billing Act (15 U.S.C. § 1666 et seq.), the U.S. Electronic Fund Transfer Act (15 U.S.C. § 1693 et seq.), the EU Payment Services Directive 2 (Directive (EU) 2015/2366), or analogous laws — to dispute charges with your card issuer or payment provider. Chargebacks that are determined to have been initiated without a good-faith basis — including, for example, those initiated to evade payment for services actually received and not disputed in good faith, or those based on knowingly false representations to the card issuer — may result in account suspension, recovery of the disputed amount and the processing fees we incur as a result, and any other remedy available to us under these Terms and applicable law.
Wallet balances. The Wallet reflects two kinds of balance: (i) prepaid credit you have added by depositing funds ("Deposited Credit"), and (ii) creator earnings credited to you under the Creator Revenue Sharing Program ("Earnings"). For convenience, these Terms also refer to Deposited Credit as "deposited credit" and to Earnings as "creator earnings." Deposited Credit is prepaid, stored-value credit that may be used only for purposes within the Service; it is not redeemable for cash and is not withdrawable to an external payout destination, and it is non-refundable except as required by applicable law or as we otherwise choose to provide. Earnings are withdrawable to a supported payout destination as described in Section 13.6. Unspent balances remain the property of the user and are not forfeited upon termination, suspension, or deactivation of the account, except to the extent the balance is the subject of a fraud investigation, a chargeback dispute, a court order, a forfeiture of Earnings under Section 4.11, or a hold under applicable unclaimed-property or escheatment law. Wallet refund and withdrawal procedures — including applicable fees, minimum thresholds, and timing — are described within the Service.
Statutory floor. Nothing in this Section limits any refund, withdrawal, or cancellation right granted to you by mandatory consumer-protection law in your jurisdiction, including (without limitation) the Australian Consumer Law, the Consumer Protection Code of Brazil, the consumer-protection laws of EU and EEA Member States, and analogous laws. Where any such mandatory law grants you stricter rights than this Section, those rights apply notwithstanding any limitation in these Terms.
Overview. The Service includes a "Wallet" feature that permits eligible users to (i) add funds, by depositing money through supported payment methods, to obtain prepaid credit for use within the Service (for example, to pay for advertising on Spritz under Section 4.13, or for other in-Service charges we may make available), and (ii) withdraw eligible creator earnings to a supported payout destination, in each case subject to the eligibility, verification, minimum, and other requirements described in this Section and within the Service. Deposited credit is consumable only within the Service and is not itself withdrawable; the specific paid features available within the Service, and the ways in which deposited credit may be used, may change as the Service develops.
Payment processor. Payments to and from the Wallet are processed by Stripe, Inc., Stripe Payments Europe Limited, and their respective affiliates (collectively, "Stripe"). By using the Wallet, you agree that Stripe — and not Spritz Social, Inc. — is the payment processor for the relevant transactions, and you authorize Stripe to process, on your behalf, the payment transactions you initiate through the Service. Your relationship with Stripe is governed by Stripe's terms (including, as applicable, the Stripe Services Agreement, the Stripe Connected Account Agreement, and the Stripe Issuing Agreement) and by Stripe's privacy policy. We may engage other payment processors in the future, in which case the foregoing applies with respect to those processors mutatis mutandis.
Not a deposit account; not FDIC insured; no interest. The Wallet is a record-keeping feature provided by Spritz Social, Inc. that reflects the balance of funds available to you within the Service. The Wallet is not a deposit account, not a bank account, not a money-market account, and not a securities account, and is not insured by the Federal Deposit Insurance Corporation (FDIC), the Securities Investor Protection Corporation (SIPC), or any analogous insurance scheme. Wallet balances do not earn interest. A Wallet balance is a record of credit that Spritz Social, Inc. maintains for you on its own books; it is a contractual entitlement to use prepaid credit within the Service or, for creator earnings, to request a payout, and it is not money held in trust, custody, or escrow for you. Deposited funds are received into and held in Spritz Social, Inc.'s own account at its payment processor; they are not segregated or held by the processor as a custodian on your behalf. Spritz Social, Inc. is not a bank or a licensed money transmitter. Deposited credit is closed-loop, stored-value credit that is redeemable only for services within the Service, is not transferable to other users, and is not redeemable for cash; payouts of creator earnings are made through Stripe's regulated payment and payout services. We rely on the closed-loop, in-Service-only nature of deposited credit and on Stripe's licensed payment and payout services, rather than on any money-transmission license of our own.
Deposits. You may add funds to your Wallet on our website, using supported payment methods. The minimum deposit amount, the maximum deposit amount, and the supported payment methods are described within the Service and may be updated from time to time. As of the Effective Date, the minimum single deposit is five U.S. dollars ($5.00) and the maximum single deposit is twenty-five thousand U.S. dollars ($25,000.00); the amounts then in effect within the Service control. Deposits may be subject to identity-verification, anti-fraud, anti-money-laundering, and other compliance checks before funds become available in your Wallet.
Auto-recharge. On our website you may turn on auto-recharge, choosing an amount and a balance threshold. By turning it on, you authorize us to charge your saved payment method, through Stripe, the amount you chose each time your Deposited Credit falls below the threshold you chose, until you turn auto-recharge off. Each charge is added to your Wallet as Deposited Credit. You can turn auto-recharge off at any time in the Wallet on our website, or by emailing [email protected]; turning it off stops future charges and does not affect credit already added.
Withdrawals. Only creator earnings credited to you under the Creator Revenue Sharing Program are withdrawable; deposited prepaid credit is not withdrawable and may be used only within the Service. You may request withdrawal of your available, unforfeited creator-earnings balance to a supported payout destination, subject to applicable minimums and verification requirements (including setting up a connected payout account and completing any required identity verification). As of the Effective Date, the minimum withdrawal is fifty U.S. dollars ($50.00); the amounts then in effect within the Service control. Withdrawal processing times are determined by Stripe and your payout destination and may be subject to identity-verification, anti-fraud, and anti-money-laundering review before funds are released.
Eligibility and verification. To use the Wallet, you must (i) meet the eligibility requirements described in Section 2 of these Terms, (ii) provide accurate identity and, where applicable, tax information as required by Stripe, by applicable law, and by us, and (iii) maintain a valid payment method and, where applicable, a valid payout destination. We may require additional information or verification at any time and may suspend or restrict Wallet functionality pending completion of verification.
Fees. We may charge fees in connection with the Wallet — for example, deposit fees, withdrawal fees, currency-conversion fees, dormant-account fees, or processing fees passed through from Stripe. Any fees applicable to your use of the Wallet are described within the Service and will be disclosed to you before the relevant transaction is completed. By proceeding with a fee-bearing transaction after such disclosure, you accept the disclosed fee. These fees do not apply to paying out creator earnings under Section 4: Spritz Social, Inc. pays the standard fees for those payouts (Section 4.3).
Currency and conversion. Wallet balances are denominated in U.S. dollars unless otherwise specified within the Service. Where a deposit or withdrawal is initiated in another currency, the conversion rate applied may include a foreign-exchange margin in addition to the prevailing market rate, and the applicable rate will be disclosed before the relevant transaction is completed.
Taxes. You are solely responsible for determining and satisfying any tax obligations that may arise from your use of the Wallet, including with respect to deposits, withdrawals, transfers, tips, in-app purchases, and any amounts received through the Creator Revenue Sharing Program described in Section 4. Where required by applicable law, Spritz Social, Inc. or Stripe will issue an information return (such as a U.S. Internal Revenue Service Form 1099-K, Form 1099-MISC, Form 1099-NEC, or analogous foreign form) reporting payments made to you. You agree to provide accurate tax-identification information (such as a U.S. Form W-9 or W-8) when requested, and we may withhold or decline to issue payouts if you do not provide valid tax information.
Anti-money-laundering and sanctions. The Wallet is subject to anti-money-laundering (AML), counter-terrorism-financing, sanctions, anti-fraud, and other compliance programs maintained by Spritz Social, Inc., Stripe, and their service providers. We may, at any time and without prior notice, freeze a Wallet, decline a deposit or withdrawal, request additional information, file regulatory reports (including, where required, Suspicious Activity Reports under 31 U.S.C. § 5318(g) or equivalent foreign reports), and take any other action we reasonably believe is necessary or appropriate to comply with applicable law. You represent and warrant that you are not located in, organized under, or ordinarily resident in any jurisdiction subject to comprehensive U.S. economic sanctions (as of the Effective Date, those jurisdictions include Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People's Republic and Luhansk People's Republic regions of Ukraine, with the list subject to change as U.S. sanctions evolve), and that you are not listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Department of the Treasury, Office of Foreign Assets Control's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List.
Erroneous or unauthorized transactions. If you believe a Wallet transaction was erroneous or unauthorized, contact us at [email protected] promptly, and in any event within sixty (60) days of the transaction (or such longer period as may be required by applicable law, including the U.S. Electronic Fund Transfer Act and Regulation E for covered transactions, 15 U.S.C. § 1693 et seq.). We will investigate in good faith and will credit or correct the Wallet where the transaction is determined to have been erroneous or unauthorized.
Dormant accounts and unclaimed property. If your Wallet remains inactive for an extended period, applicable U.S. state or foreign unclaimed-property law may require us, or our payment processor, to remit the unclaimed balance to the relevant state or other authority (a process commonly known as "escheatment"). Where escheatment applies, we will, in coordination with Stripe and as required by the applicable law, provide any required pre-escheatment notice and will follow the procedures required by the relevant law. Until escheatment, unclaimed Wallet balances remain the property of the user, consistent with Section 13.5 (Wallet balances).
Effect of account termination. Upon termination, suspension, or deactivation of your account, any unforfeited Wallet balance is treated in accordance with Section 13.5 (Wallet balances), and procedures for requesting return of the balance to you are described within the Service.
Limits and changes. We may modify Wallet limits, fees, supported payment methods, supported payout destinations, supported currencies, supported countries, and other Wallet parameters, subject to applicable law and to the modification provisions of Section 1 of these Terms. Material changes to Wallet terms will be communicated in accordance with Section 1.
Service availability and country restrictions. The Wallet may not be available in all countries or to all users. We reserve the right to limit Wallet availability based on legal, regulatory, fraud-risk, or operational considerations, and to suspend or terminate Wallet functionality with respect to particular users or jurisdictions where reasonably necessary.
Disputes. Disputes between you and Spritz Social, Inc. regarding the Wallet are governed by Section 11 (Dispute Resolution and Arbitration) and are subject to the refund, withdrawal, chargeback, and statutory-floor provisions of Section 13.5. Nothing in this Section waives or affects any non-waivable statutory right you may have to dispute charges with your card issuer or payment provider.
Account recovery. We provide mechanisms within the Service to help you recover access to your account if you lose your password, your two-factor authentication device or codes, or otherwise lose access. Available recovery methods may include email-based password reset, identity-verification challenges, recovery codes generated at the time you enrolled in two-factor authentication, and support-assisted verification. If you believe your account has been compromised — for example, an unauthorized third party has changed your password, email, recovery information, or other credentials — contact [email protected] as soon as reasonably possible, and we will work with you in good faith to verify your identity and restore access.
Identity verification for recovery. To protect the security of all users, we may require reasonable identity verification before restoring access to a compromised or contested account, transferring control of an account, or disclosing account information. The verification methods we use will be proportionate to the sensitivity of the request, consistent with the verification standard described in Section 13.2 and with our Privacy Policy.
Deceased users — memorialization. If a user has died, and we receive a request that we are able to verify as coming from an heir, executor, administrator, personal representative, or other person authorized to act on behalf of the deceased user or the deceased user's estate, we may, on request, memorialize the deceased user's account. A memorialized account: (i) cannot be logged into; (ii) is preserved in substantially the same state as at the time of the user's death; (iii) may have certain interactive features (such as direct messaging) disabled to prevent confusion or solicitation; and (iv) may be marked in a manner that indicates the account is memorialized.
Deceased users — content removal or limited release. As an alternative to memorialization, an authorized requester may request: (i) deletion of the deceased user's account and User Content, which we will handle in accordance with Section 13.2; or (ii) a release of specific User Content (such as photos or posts the deceased user created), where reasonably feasible and consistent with applicable law, the deceased user's expressed wishes during life, and the privacy interests of third parties depicted in or interacting with the content. Where the deceased user provided in-life direction regarding the disposition of the account — for example, through a legacy-contact mechanism, where one is offered by the Service — we will honor that direction to the extent consistent with applicable law.
Authority and documentation. We may require a requester acting on behalf of a deceased user to provide reasonable proof of identity, reasonable proof of authority to act on the deceased user's behalf (such as a certified death certificate, a letter of testamentary or letter of administration, a court order, or analogous documentation), the identifier of the deceased user's account, and any other information reasonably necessary to evaluate the request. The specific documentation we request may vary based on the nature of the request, the user's jurisdiction, and applicable law, including the Revised Uniform Fiduciary Access to Digital Assets Act ("RUFADAA") as adopted in most U.S. states and analogous laws in other jurisdictions.
Stored Communications Act and analogous privacy laws. The content of a deceased user's private communications (such as direct messages) is subject to additional legal protections under the U.S. Stored Communications Act, 18 U.S.C. § 2702, and analogous laws in other jurisdictions. We will release the content of private communications only as permitted by those laws — for example, with a valid court order, with the deceased user's documented prior consent through a legacy-contact mechanism (where one is offered) or comparable instrument, or as otherwise authorized by applicable law.
Submitting a request. Requests regarding a deceased user, suspected account compromise, lost two-factor authentication, or other account-recovery matters may be submitted to [email protected] (or, for suspected security compromise specifically, to [email protected]). We will acknowledge receipt and respond within a reasonable period.
Reasonable-efforts basis. The mechanisms described in this Section are available on a reasonable-efforts basis as Spritz Social, Inc. develops and matures the corresponding features within the Service. Where a specific mechanism (such as a legacy-contact feature, an in-product memorialization workflow, or a self-service two-factor-authentication recovery flow) is not yet available within the Service, requests may be made by email as described above, and we will handle them manually in accordance with the principles set out in this Section. Spritz Social, Inc. is not obligated to provide any particular mechanism in any particular form, and the specific features available may evolve over time.
Right to discontinue or modify. Spritz Social, Inc. reserves the right, in its sole discretion, to:
in each case at any time and for any reason or no reason, with or without prior notice, and (except as expressly provided below or as required by applicable law) without liability to you.
Notice for material adverse changes. Where Spritz Social, Inc. discontinues, retires, or sunsets the Service in its entirety, or discontinues a feature on which a material number of users actively rely, we will use commercially reasonable efforts to provide affected users with reasonable advance notice — typically at least thirty (30) days — through a notice within the Service, by email to the address associated with affected accounts, or by both means, together with information about any wind-down options that may be available. Where a discontinuation is required by applicable law, by a regulatory or court order, by a security necessity (including the response to an active threat), by a supply-chain failure, or by other circumstances beyond our reasonable control, notice may be shorter than thirty (30) days or may be given contemporaneously with the discontinuation.
No liability for discontinuation. To the maximum extent permitted by applicable law, Spritz Social, Inc. shall not be liable to you or to any third party for any discontinuation, modification, suspension, limitation, retirement, or sunset of the Service or any feature, including (without limitation) for: loss of access to the Service or any feature; loss of content (where User Content was not deleted by us but rendered inaccessible by feature retirement); lost or reduced revenue under the Creator Revenue Sharing Program; loss of expected future participation in the Program; loss of business expectancy, audience, or goodwill; reliance damages; or any consequential, indirect, special, incidental, or punitive damages, regardless of the form of action or theory of liability.
Wallet and accrued earnings preserved. Notwithstanding the foregoing, the discontinuation, modification, suspension, limitation, retirement, or sunset of the Service or any feature does not relieve Spritz Social, Inc. of obligations to:
Where the discontinued feature is the Wallet itself, Spritz Social, Inc. will provide a reasonable wind-down period during which users may withdraw unforfeited balances to a supported payout destination, subject to the verification and processing requirements described in Section 13.6.
Your right to stop using. If you do not agree to a discontinuation, modification, limitation, or new condition imposed under this Section, your sole and exclusive remedy is to stop using the Service, to deactivate your account under Section 13.1, or to delete your account under Section 13.2. No additional remedy is provided by these Terms for any such discontinuation, modification, or limitation.
Survival of pre-discontinuation obligations. The discontinuation, retirement, or sunset of the Service or any feature does not relieve either party of any obligation that accrued before the effective date of the discontinuation. Provisions of these Terms that by their nature survive termination — including those identified in Section 13.4 — continue to apply with respect to events, conduct, and obligations arising while the Service or the affected feature was operating.
These Terms, together with our Privacy Policy, constitute the entire agreement between you and Spritz Social, Inc. regarding the Service and supersede all prior agreements and understandings.
Severance. If any provision of these Terms is held by a court of competent jurisdiction, an arbitrator, or any other authority of competent jurisdiction to be invalid, illegal, void, or unenforceable in whole or in part, that provision (or part thereof) shall be severed from these Terms only to the extent of the invalidity, illegality, voidness, or unenforceability, and the remaining provisions of these Terms shall continue in full force and effect as if the affected provision had never been included.
Reformation ("blue pencil"). To the maximum extent permitted by applicable law, where a provision of these Terms is held to be invalid, illegal, or unenforceable, the parties expressly authorize and request that the court, arbitrator, or other tribunal reform the provision — by narrowing its scope, modifying its terms, reducing the time period or geographic reach, or otherwise restating it — to the minimum extent necessary to render the provision valid and enforceable, while preserving the original intent of the parties to the maximum extent possible. Severance under the preceding paragraph applies only if such reformation is not permitted by the applicable law of the relevant jurisdiction.
Jurisdictional severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable only in a particular jurisdiction — for example, because of a non-waivable consumer-protection rule that applies in that jurisdiction but not in others, or because of a specific statutory minimum that applies only there — the provision shall continue in full force and effect in all other jurisdictions, and the invalidity or unenforceability in one jurisdiction shall not affect the validity or enforceability of the same provision elsewhere or as to other users.
Specific non-severability rules control. Notwithstanding the foregoing, certain provisions of these Terms are expressly designated as non-severable from related provisions and are subject to special rules in the event of unenforceability — including, without limitation, Section 11.4 (under which the class-action, consolidated-action, collective-action, and representative-action waiver is non-severable from the agreement to arbitrate, so that if the class-action waiver is held unenforceable as to any claim, the agreement to arbitrate that claim is also void and the claim proceeds in court). In any case of conflict between this Section 14.2 and a specific non-severability rule elsewhere in these Terms, the specific non-severability rule controls.
No effect on remainder. The severance or reformation of any provision shall not affect (i) the validity, legality, or enforceability of any other provision of these Terms; (ii) the validity, legality, or enforceability of any document incorporated into these Terms by reference (including our Privacy Policy, Accessibility Statement, and Copyright Policy); or (iii) the validity, legality, or enforceability of any separate agreement between you and Spritz Social, Inc. that is not superseded by these Terms under Section 14.1 (such as agreements governing employment, vendor or supplier relationships, equity arrangements, or other matters not addressed by these Terms).
Interpretation; no construction against drafter. Each provision of these Terms shall be construed and applied so as to give effect to its intent, and shall be interpreted to be consistent with applicable law to the maximum extent so consistent. No rule of construction shall be applied to the disadvantage of either party by reason of that party (or its counsel) having drafted any provision; the parties shall be deemed to have participated equally in the drafting of these Terms, and the doctrine of contra proferentem (under which ambiguities in a contract are construed against the drafting party) shall not apply.
Self-applicability and procedure. This Section 14.2 is itself severable from the remainder of these Terms. If any portion of this Section is held invalid, illegal, or unenforceable, the remaining portions of this Section shall continue to apply, and the severability and reformation principles described in this Section shall remain available to preserve the validity of the remainder of these Terms. No provision of these Terms is deemed severed or reformed unless and until a court, arbitrator, or other authority of competent jurisdiction has actually so held in a binding ruling that is not subject to ordinary appellate review or remand; a mere allegation, dispute, or argument by any party that a provision is invalid, illegal, or unenforceable is not, by itself, a basis for severance or reformation. The party asserting that a provision is invalid, illegal, or unenforceable bears the burden of demonstrating that conclusion to the tribunal under the applicable standard of proof.
The failure of Spritz Social, Inc. to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. Spritz Social, Inc. may assign these Terms without restriction.
These Terms do not create any third-party beneficiary rights, except as expressly provided herein.
Spritz Social, Inc. shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including (without limitation): acts of God; natural disasters (including earthquakes, floods, wildfires, hurricanes, and severe weather events); war, armed conflict, civil unrest, riots, or insurrection; acts of terrorism; pandemic, epidemic, or other public-health emergency; government actions, orders, sanctions, embargoes, or new or changed laws or regulations affecting our ability to provide the Service; cyber attacks, denial-of-service or distributed-denial-of-service attacks, ransomware, malware, supply-chain compromises, exploitation of zero-day vulnerabilities, and other malicious electronic intrusions affecting us or our service providers; failures, outages, latency, throttling, or degradation of cloud-hosting providers, content-delivery networks, payment processors (including Stripe), authentication providers, telecommunication carriers, or other third-party infrastructure on which the Service depends; internet-backbone failures, DNS failures, undersea-cable failures, or large-scale routing failures; widespread power outages or failures of public utilities; labor disputes, strikes, or industrial actions affecting us or our service providers; and any other event, whether or not foreseeable, that is beyond our reasonable control.
Notwithstanding the foregoing, Spritz Social, Inc. will use commercially reasonable efforts to mitigate the impact of any force-majeure event on the Service and to resume normal operation as soon as reasonably practicable. A force-majeure event does not relieve a party of any obligation that arose before the event, and does not relieve a user of any payment obligation that has already accrued.
Section headings are for convenience only and shall not affect the interpretation of these Terms.
Electronic communications consent. By using the Service, you consent to receive electronic communications from Spritz Social, Inc. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be signed by us, to the maximum extent permitted by applicable law. You consent under the U.S. Electronic Signatures in Global and National Commerce Act (E-Sign Act, 15 U.S.C. § 7001 et seq.), the Uniform Electronic Transactions Act as adopted by various U.S. states, the EU eIDAS Regulation (Regulation (EU) No 910/2014), and analogous laws to the use of electronic records and electronic signatures in your dealings with Spritz Social, Inc. You may withdraw your consent to receive records electronically at any time by contacting us at [email protected]; withdrawal is not conditioned on deleting your account (though you remain free to delete it under Section 13). Because the Service is provided electronically, withdrawing this consent may mean that certain features or communications can no longer be provided to you, or that we provide certain legally required records by another method (such as postal mail). Any withdrawal of consent is prospective only and does not affect the validity of communications sent before the withdrawal takes effect.
The website is the canonical record. The current and controlling text of these Terms — together with our Privacy Policy, Accessibility Statement, Copyright Policy, and any other document incorporated into these Terms by reference — is the version posted by Spritz Social, Inc. at the location where you are reading this document (currently https://spritz.social/terms and equivalent paths for the other documents, including the corresponding pages within the Service on each supported platform). The "Last Updated" date and version identifier in the Document Information section indicate when the posted version was most recently revised. You agree that the posted version controls over any cached, printed, archived, third-party, or earlier-distributed copy, and that the website (together with the equivalent in-Service location) is the authoritative channel through which Spritz Social, Inc. communicates the current text of these documents to you.
Notice methods (permissive). In addition to posting at the location described above (which is the canonical channel), Spritz Social, Inc. may — but is not required to — use any one or more of the following methods to bring particular communications to your attention, in our discretion and as a courtesy: (a) an in-app banner, modal, badge, alert, or notification within the Service; (b) a push notification to a device registered to your account; (c) an email to the email address most recently associated with your account; (d) a direct message within the Service; (e) SMS or voice message to a phone number you have provided, where you have consented to such communications; (f) U.S. mail or international courier to a postal address you have provided, where required by applicable law or where electronic notice is not reasonably practicable; or (g) any other method reasonably calculated to bring the communication to your attention. Our use of any one of these methods on a particular occasion is a courtesy in addition to (not in lieu of) the canonical posted version, does not commit us to using that method on any subsequent occasion or for any subsequent communication, and does not entitle you to expect that any particular method will be used for any particular notice. Our non-use of any particular method on a particular occasion does not affect the validity of notice properly given by another method or by the posted version of these Terms.
Material-change notice (cross-reference). The advance-notice obligations of Spritz Social, Inc. for material changes to these Terms — including the channels we have committed to use and the advance-notice period — are set forth in Section 1. To the extent of any conflict between this Section and Section 1 with respect to material-change notice, Section 1 controls.
Notice deemed given. A notice from Spritz Social, Inc. to you is deemed given:
Your review and contact-information obligations. You agree:
No extension or excuse based on stale information or non-receipt. Your failure to review the posted version of these Terms with reasonable frequency, your failure to maintain accurate or current contact information, your failure to access any communications channel described above with reasonable frequency, or any technical failure on your side (such as a full inbox, an expired or canceled email account, a deactivated phone number, an aggressive spam filter, a forwarding loop, a blocked sender, or an out-of-service device) does not (i) extend any notice period or grace period under these Terms; (ii) toll any limitations period, deadline, or response window; (iii) excuse you from compliance with any provision of these Terms (including the version of these Terms in effect from time to time as posted at the canonical location); (iv) deprive any notice properly given by Spritz Social, Inc. of legal effect; or (v) constitute "lack of notice" for purposes of any defense to enforcement. A notice properly given to you in accordance with this Section is binding on you whether or not you actually receive it, subject only to non-waivable applicable law to the contrary.
Notices from you to us. Unless these Terms or applicable law specifies a different address or method for a particular type of notice — including (without limitation) the Designated Agent contact for DMCA notices in Section 6.3, the arbitration opt-out instructions in Section 11.6, and the EU DSA and UK OSA notice contacts in Sections 12.4 and 12.5 — you may send notices to Spritz Social, Inc. by email to [email protected]. A notice from you to Spritz Social, Inc. is deemed given on the date we actually receive it at the specified address; we are not deemed to have received a notice merely because it was sent.
Coordination with applicable law. Nothing in this Section limits any non-waivable consumer-protection right under applicable law that requires consumer notices to be provided through a particular channel, in a particular form, or with particular content — including (for example) U.S. state auto-renewal laws (such as the California Auto-Renewal Law, Cal. Bus. & Prof. Code §§ 17600–17606), the EU Consumer Rights Directive (Directive 2011/83/EU as amended by Directive (EU) 2019/2161), the UK Consumer Rights Act 2015, and analogous laws of other jurisdictions. Where applicable law imposes additional or different requirements for a specific type of communication, those requirements apply to that specific communication, and this Section otherwise remains in full effect.
Survival. The notice mechanics in this Section apply to all communications under these Terms, including communications relating to claims that survive termination, and the obligations of this Section survive termination, suspension, or deactivation of your account.
These Terms are written in the English language. Any translation of these Terms — including any translation provided by Spritz Social, Inc., by a service provider, by an automated translation tool integrated into the Service, or by any third party — is provided for convenience only and has no independent legal effect. In the event of any conflict, inconsistency, or ambiguity between the English-language version of these Terms and any translation, the English-language version controls and prevails. The same rule applies to our Privacy Policy, Accessibility Statement, Copyright Policy, and any other document incorporated into these Terms by reference, except where a separate governing-language provision in any such document expressly provides otherwise.
Nothing in this Section limits any non-waivable consumer-protection right under applicable law that requires consumer contracts or pre-contractual disclosures to be provided to a consumer in a specified language — including (for example) the French law commonly known as the Toubon Law (Loi 94-665 du 4 août 1994), the Belgian Language Law as it applies to consumer contracts, the Spanish consumer-language requirements under Real Decreto Legislativo 1/2007, and analogous laws of other jurisdictions. To the extent any such mandatory protection conflicts with this Section as applied to a particular consumer, the mandatory protection prevails as to that specific consumer, and this Section otherwise remains in full effect.
No special relationship. Nothing in these Terms, in our Privacy Policy or other published policies, or in your use of the Service creates any partnership, joint venture, joint enterprise, employment, agency, franchise, principal-agent, trust, fiduciary, or other special relationship between you and Spritz Social, Inc. The relationship between you and Spritz Social, Inc. is solely that of independent parties to a contract for the provision of the Service, conducted at arm's length.
No fiduciary duty. Spritz Social, Inc. does not owe, undertake, or assume any fiduciary duty to you — including any duty of loyalty, candor, full disclosure, undivided allegiance, or other duty of a fiduciary nature — in connection with your use of the Service, your participation in the Creator Revenue Sharing Program (Section 4), your use of the Wallet (Section 13.6), your interactions with other users, or any other aspect of your relationship with Spritz Social, Inc. The standard of care owed by Spritz Social, Inc. to you is that of an ordinary commercial party performing under a contract, and not that of a fiduciary, trustee, or other party in a position of heightened trust or confidence.
No partnership or joint venture. Notwithstanding the revenue-sharing arrangement described in Section 4, any payment-flow arrangement described in Section 13.6, or any other commercial arrangement described in these Terms, no partnership, joint venture, or joint enterprise is created between you and Spritz Social, Inc. Neither party shall be liable for the acts, omissions, debts, taxes, or other obligations of the other. Neither party has the authority to bind the other, to incur expenses or obligations on the other's behalf, to enter into contracts on the other's behalf, or to make representations on the other's behalf, except where expressly authorized in writing by the party to be bound.
Specifically rejected fiduciary theories. You acknowledge and agree that — notwithstanding any arrangement under these Terms — Spritz Social, Inc. is not (i) a trustee, custodian, or fiduciary of any funds held in or directed through the Wallet (Section 13.6) or paid out under the Creator Revenue Sharing Program (Section 4); (ii) an "information fiduciary" or "data trustee" with respect to any personal information you provide to us (notwithstanding the duties Spritz Social, Inc. owes under applicable data-protection law, which exist independently of any fiduciary theory and are set out in our Privacy Policy); (iii) a constructive trustee or fiduciary by reason of your reliance on Spritz Social, Inc. for the operation of the Service or the receipt of payments; or (iv) a fiduciary by virtue of holding, processing, transmitting, or routing any data, content, or funds belonging to or generated by you.
No franchise. These Terms do not constitute, and shall not be construed as, a franchise agreement, distributorship agreement, dealer agreement, business-opportunity arrangement, or similar arrangement under federal, state, or foreign law — including (without limitation) the U.S. Federal Trade Commission's Franchise Rule (16 C.F.R. Part 436), the California Franchise Investment Law (Cal. Corp. Code § 31000 et seq.), the New York Franchise Sales Act (N.Y. Gen. Bus. Law § 680 et seq.), and analogous franchise- and distributorship-regulation regimes of other jurisdictions. No franchise, distributorship, dealer, or business-opportunity relationship exists between you and Spritz Social, Inc.
Implied covenant of good faith and fair dealing. The parties acknowledge that the implied covenant of good faith and fair dealing applies as a matter of law to contracts in many U.S. jurisdictions. Nothing in this Section purports to waive that covenant where it applies as a non-waivable matter of law. The parties further acknowledge, however, that the implied covenant: (a) does not impose fiduciary duties; (b) does not require either party to act against its own legitimate commercial interests; (c) does not override the express terms of these Terms; and (d) applies, where it applies, as an ordinary commercial covenant rather than as a heightened or special standard of care.
Coordination with Section 4.12. The independent-contractor framework specific to creators participating in the Creator Revenue Sharing Program is set forth in Section 4.12 (Independent Contractor Status; No Employment). This Section 14.10 reinforces, and is reinforced by, the more specific provisions of Section 4.12; in the event of any conflict between the two as applied to a creator participating in the Revenue Program, Section 4.12 controls as to that creator and program participation, while this Section 14.10 continues to apply to all other users and to all other aspects of the relationship between any user and Spritz Social, Inc.
Survival. The provisions of this Section survive termination, suspension, or deactivation of your account and termination of these Terms.
For purposes of these Terms, the terms "Affiliate," "affiliate," "Affiliates," and "affiliates" mean, with respect to Spritz Social, Inc. or any other named party, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that party. For this purpose, "control" (including the related terms "controlled by" and "under common control with") means: (a) the ownership, directly or indirectly, of fifty percent (50%) or more of the voting equity, voting securities, or other ownership interests carrying the right to vote in the election of directors, managers, or other governing body of an entity; (b) the right, directly or indirectly, to appoint or remove a majority of the directors, managers, or other governing body of an entity; or (c) the power, directly or indirectly, to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, by board representation, by management agreement, or otherwise.
The term "Affiliate" includes (without limitation) any parent entity, subsidiary, sister entity, or wholly or majority-owned business unit of the named party, and includes any entity that becomes an Affiliate after the Effective Date through formation, acquisition, merger, reorganization, change of control, or otherwise. References in these Terms to a named party include that party's Affiliates as the context requires, and references to a named party's Affiliates include the entities defined in this Section as they exist from time to time during the term of these Terms and (where the context so requires) after termination. Spritz Social, Inc. may, in its sole discretion, extend any right, license, immunity, defense, or other benefit conferred on Spritz Social, Inc. under these Terms to any one or more of its Affiliates.
Treatment under specific provisions. Without limiting the general application of this definition, the term "Affiliate" as used in these Terms — including in Sections 3.3 (License Grant), 9 (Disclaimers and Limitations of Liability), 10 (Indemnification), 11.10 (Confidentiality), 11.11 (Attorney Standards), 13.8 (Discontinuation of Service), 14.10 (Relationship of the Parties), and 15 (Mobile App Store Provisions) — has the meaning given in this Section, and the protections, immunities, defenses, indemnification rights, and other benefits afforded to Spritz Social, Inc. under those Sections extend to its Affiliates to the same extent and on the same terms.
This Section sets out additional terms that apply when you obtain or use the Service through a mobile-application distribution platform, including the Apple App Store and the Google Play Store. The terms in this Section apply in addition to the rest of these Terms and govern in the event of a conflict between this Section and any other provision of these Terms with respect to the specific matters addressed below.
This Section 15.1 applies if you obtained, downloaded, installed, or use the Service from the Apple App Store, the Mac App Store, or any other distribution platform operated by Apple Inc. ("Apple").
Agreement is between you and Spritz, not Apple. You acknowledge and agree that these Terms are concluded between you and Spritz Social, Inc., and not with Apple. Apple is not a party to these Terms. Spritz Social, Inc., and not Apple, is solely responsible for the Service and the content of the Service.
Scope of license. The license granted to you to use the Service is limited to a non-transferable license to use the Service on any Apple-branded product that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, the App Store Terms, and Apple's other terms applicable to the Service, except that the Service may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.
Maintenance and support. Spritz Social, Inc. is solely responsible for providing any maintenance and support services for the Service, as required under applicable law or as we may choose to provide. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Service.
Warranty. To the maximum extent permitted by applicable law, Apple has no warranty obligation with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the Service to you (if any); other than the foregoing, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of the Service to conform to any warranty are the sole responsibility of Spritz Social, Inc.
Product claims. You and Spritz Social, Inc. acknowledge that Spritz Social, Inc., and not Apple, is responsible for addressing any claims by you or any third party relating to the Service or your possession or use of the Service, including (without limitation): (i) product-liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer-protection, privacy, or similar legislation.
Intellectual-property rights. You and Spritz Social, Inc. acknowledge that, in the event of any third-party claim that the Service or your possession and use of the Service infringes that third party's intellectual-property rights, Spritz Social, Inc., and not Apple, is solely responsible for the investigation, defense, settlement, and discharge of any such intellectual-property infringement claim.
Legal compliance. 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, including the U.S. Department of the Treasury, Office of Foreign Assets Control's Specially Designated Nationals List, the U.S. Department of Commerce Denied Persons List or Entity List, or the U.S. Department of State Debarred List.
Developer contact. For questions, complaints, or claims with respect to the Service obtained from Apple, you may contact Spritz Social, Inc. at [email protected].
Third-party terms. You must comply with any applicable third-party terms of agreement when using the Service (for example, your wireless data services agreement).
Apple as third-party beneficiary. You and Spritz Social, Inc. acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms with respect to the matters addressed in this Section 15.1, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. This is an express exception to Section 14.5 of these Terms.
This Section 15.2 applies if you obtained, downloaded, installed, or use the Service from the Google Play Store or any other distribution platform operated by Google LLC ("Google").
Agreement is between you and Spritz, not Google. You acknowledge and agree that these Terms are concluded between you and Spritz Social, Inc., and not with Google. Google is not a party to these Terms. Spritz Social, Inc., and not Google, is solely responsible for the Service.
Google Play policies. Your acquisition and use of the Service from Google Play is also subject to the Google Play Terms of Service and any other policies of Google applicable to your acquisition or use of the Service.
In-app purchases through Google Play. Any in-app purchases, subscriptions, or other paid items obtained through Google Play are processed by Google and are governed by Google's payment terms and refund policies. Refund and chargeback requests for purchases made through Google Play must generally be directed to Google in accordance with Google's policies.
Conflicts. In the event of a conflict between this Section 15 and any other provision of these Terms with respect to the matters addressed in this Section 15, this Section 15 controls.
Continued application of other Terms. Except as expressly modified by this Section 15, all other provisions of these Terms apply to your acquisition and use of the Service through Apple, Google, or any other mobile-application distribution platform.
Spritz Social, Inc. values the work of independent security researchers and welcomes good-faith reports of security vulnerabilities affecting the Service. This Section sets out our commitments to researchers who follow the disclosure practices described below, including a limited safe harbor from legal action for good-faith research.
If you believe you have discovered a security vulnerability in the Service, please report it to [email protected]. A useful report typically includes a clear description of the vulnerability, the steps required to reproduce it, the potential impact, and any supporting materials (such as proof-of-concept code or screenshots). We will acknowledge receipt within a reasonable period and will work with you in good faith to confirm, prioritize, and remediate the vulnerability.
Recognition. We are not currently offering monetary bounties for vulnerability reports. We may, in our discretion, recognize researchers by name in any public communication about a fixed vulnerability, subject to coordinated disclosure under Section 16.4 and to the researcher's consent.
Spritz Social, Inc. will not pursue, recommend, support, or threaten civil or criminal legal action against a security researcher for activity conducted in good faith and in compliance with this Section, including activity that — but for this safe harbor — might otherwise be alleged to violate the U.S. Computer Fraud and Abuse Act (18 U.S.C. § 1030), the anti-circumvention provisions of the Digital Millennium Copyright Act (17 U.S.C. § 1201), or analogous federal, state, or foreign computer-misuse, unauthorized-access, anti-circumvention, or anti-tampering laws. We also will not request that a third party (such as a hosting provider, an app store, or law enforcement) take adverse action against a researcher for activity that falls within this safe harbor.
This Section operates as an express carve-out from Section 5.3 (Prohibited Activities), Section 5.5 (Liquidated Damages), and any other provision of these Terms that would otherwise prohibit or sanction the activity. To the extent of any conflict between this Section and any other provision of these Terms with respect to the protected activity, this Section controls.
The following activities are not protected by the safe harbor in Section 16.2, even if undertaken with research intent:
We support coordinated vulnerability disclosure. We ask researchers to refrain from publicly disclosing vulnerability details, exploit code, or proof-of-concept information until the earliest of: (i) the date on which a fix has been deployed to production; (ii) a date mutually agreed in writing with Spritz Social, Inc.; or (iii) ninety (90) days after the date on which a compliant report was submitted under Section 16.1. We will work in good faith to investigate, prioritize, and remediate reported vulnerabilities within those timelines, and we will keep researchers reasonably informed of our progress.
In appropriate cases, and with the researcher's consent, we will publicly credit the researcher for the report after remediation.
This Section sets out Spritz Social, Inc.'s good-faith commitments to security researchers. Nothing in this Section grants any right to access the Service in violation of these Terms or applicable law; the safe harbor in Section 16.2 is limited to the specific activities described and to research conducted in compliance with this Section. We may modify this Section consistent with Section 1 of these Terms. Any activity outside the scope of this Section remains subject to all other provisions of these Terms and to applicable law.
If you are uncertain whether contemplated research falls within the safe harbor, we encourage you to contact [email protected] for guidance before conducting the activity. A good-faith advance inquiry, and our written response (where provided), may be considered in evaluating whether the activity is protected.
Spritz Social, Inc. is committed to making the Service accessible to people with disabilities. Our goal is full conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA published by the World Wide Web Consortium (W3C), applied to the Service across every platform on which it is offered — iOS, Android, macOS, and the web. WCAG 2.1 includes success criteria that address mobile-application accessibility; we apply the same standard across platforms rather than holding mobile interfaces to a different one.
As of the Effective Date, our self-assessed conformance level is partial: the Service conforms to most, but not all, applicable WCAG 2.1 Level AA success criteria. The specific gaps we are aware of, the accessibility features we have shipped, and the alternative-access mechanisms we make available are documented in our Accessibility Statement, which is accessible from the footer of the Service and on the web at https://spritz.social/accessibility, and which is incorporated into these Terms by reference. The Accessibility Statement is the live record of our current conformance status; we update it as gaps are closed and as accessibility standards evolve.
Reporting accessibility issues. If you experience any difficulty accessing content or features of the Service due to a disability, please contact us at [email protected]. We will work with you in good faith to provide the information or service you need through an alternative communication method that is accessible to you. The specific response commitments and process we follow for accessibility feedback are set out in the Accessibility Statement.
Coordination with applicable law. Nothing in this Section or in our Accessibility Statement limits any right you may have under the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), Section 508 of the Rehabilitation Act (29 U.S.C. § 794d), the European Accessibility Act (Directive (EU) 2019/882), the United Kingdom Equality Act 2010, the Accessibility for Ontarians with Disabilities Act, or analogous accessibility or disability-rights laws of other jurisdictions. Where applicable law imposes greater obligations than those described in our Accessibility Statement, the applicable law controls.
Ongoing process. Accessibility is an ongoing process rather than a fixed destination. We continue to evaluate and improve the accessibility of the Service, and we update our Accessibility Statement as conformance gaps are closed. Spritz Social, Inc. does not undertake to achieve perfect accessibility at any given point in time; rather, we undertake to work in good faith toward full WCAG 2.1 Level AA conformance across all platforms on which the Service is offered, and to provide alternative access where specific features fall short.
Designation. The following are designated by Spritz Social, Inc. as trade secrets and confidential information for purposes of the U.S. Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.), the Uniform Trade Secrets Act as adopted by various U.S. states (including the California Uniform Trade Secrets Act at California Civil Code § 3426 et seq.), the EU Trade Secrets Directive (Directive (EU) 2016/943) as transposed into the national law of EU Member States, the UK Trade Secrets (Enforcement, etc.) Regulations 2018, and analogous trade-secret and confidentiality laws of other jurisdictions:
Reasonable measures. Spritz Social, Inc. takes reasonable measures to maintain the secrecy of the information described in this Section, including (without limitation): restricting access to authorized personnel on a need-to-know basis; using access controls, encryption, multi-factor authentication, and audit logging; entering into confidentiality and intellectual-property assignment agreements with employees, contractors, and vendors who may access such information; segregating particularly sensitive information; and prohibiting reverse engineering, scraping, and unauthorized access by users in Sections 5.3, 5.5, and 5.6 of these Terms.
Your obligations. You agree:
Acknowledgment of value; injunctive relief; no bond required. You acknowledge that the trade secrets and confidential information described in this Section have substantial independent economic value to Spritz Social, Inc., that their unauthorized disclosure, use, or misappropriation would cause irreparable harm to Spritz Social, Inc. for which monetary damages alone would be inadequate, and that Spritz Social, Inc. is therefore entitled to seek injunctive and other equitable relief — including a temporary restraining order, preliminary injunction, permanent injunction, and order of seizure under 18 U.S.C. § 1836(b)(2) — without the requirement to post bond or other security, except where bond is required by a court order or by non-waivable applicable law. The equitable remedies described in this Section are in addition to (and not in lieu of) any other remedies available at law or in equity, including the liquidated damages described in Section 5.5 and the indemnification rights described in Section 10.
Protective orders in litigation and arbitration. In any litigation, arbitration, or other proceeding involving the trade secrets or confidential information described in this Section, Spritz Social, Inc. is entitled to seek and obtain protective orders, sealing orders, in camera review, attorneys'-eyes-only designations, redactions, two-tier confidentiality designations, and other relief reasonably necessary to maintain the confidentiality of such information, consistent with Federal Rule of Civil Procedure 26(c), the Defend Trade Secrets Act, the JAMS rules and the rules of any other applicable arbitration provider, and analogous procedural rules of state and foreign courts. You agree not to oppose, and to support where consistent with your own legitimate litigation interests, reasonable requests by Spritz Social, Inc. for such confidentiality protections.
DTSA whistleblower notice (18 U.S.C. § 1833(b)). Notwithstanding the foregoing, you are hereby provided notice that, pursuant to 18 U.S.C. § 1833(b), an individual may not be held criminally or civilly liable under any Federal or State trade-secret law for the disclosure of a trade secret that is made: (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Nothing in these Terms is intended to prevent, restrict, condition, or penalize any such legally protected disclosure.
Coordination with security research. Nothing in this Section limits, restricts, or alters the safe harbor for good-faith security research described in Section 16. Information that a security researcher accesses in good-faith compliance with Section 16 and that is the subject of a coordinated-disclosure report under that Section is governed by Section 16, not by this Section.
Survival. The obligations of this Section survive termination, suspension, or deactivation of your account and termination of these Terms, and continue with respect to each item of trade-secret or confidential information for so long as that item remains a trade secret or confidential information under applicable law, or for the period of legal protection available under applicable trade-secret law (whichever is longer).
Reservation of rights. Spritz Social, Inc. expressly reserves all rights to programmatic, automated, machine-readable, and developer access to the Service, including (without limitation) the sole and exclusive right to develop, publish, license, monetize, restrict, throttle, rate-limit, audit, modify, suspend, or discontinue any application programming interface (API), software development kit (SDK), webhook, push or pull data feed, real-time stream, bulk-data export, RSS or Atom feed, GraphQL endpoint, REST endpoint, gRPC endpoint, WebSocket endpoint, MCP server or interface, AI-agent interface, plugin or extension interface, or other programmatic or machine-readable interface to the Service or to any data, content, signal, model, or functionality of the Service. No right, license, authorization, or permission to interact with the Service programmatically is granted or implied by these Terms, by your access to or use of the consumer-facing applications or website of the Service, by your registration of an account, by your participation in the Creator Revenue Sharing Program, by your status as a beta tester, by any past course of dealing, or by any other relationship with Spritz Social, Inc., except where Spritz Social, Inc. expressly grants such right in a separate written agreement that specifically references this Section.
Definition of programmatic access. For purposes of these Terms, "programmatic access" means any access to the Service, or to data, content, signals, models, or functionality of the Service, that is performed by, mediated by, initiated by, or substituted for by software other than the official Spritz Social consumer applications and website used in their unmodified form by an individual human user. Programmatic access includes (without limitation): scripts; bots; crawlers; scrapers; spiders; harvesters; data-mining tools; headless browsers; browser-automation frameworks (including Selenium, Puppeteer, Playwright, and analogous tools); browser extensions that modify, automate, or intermediate interactions with the Service; emulators of the Spritz Social applications; modified, repackaged, or rehosted versions of the Spritz Social applications; reverse-engineered or clean-room clients; AI agents, autonomous agents, computer-use agents, and large-language-model agents acting on a user's behalf; retrieval-augmented-generation pipelines; multi-modal-model crawlers; protocol replays; and any other software that automates, mediates, intermediates, or substitutes for direct human interaction with the official applications and website.
No public API at this time. As of the Effective Date of these Terms, Spritz Social, Inc. does not publish, license, or offer any public API, SDK, or other developer-facing programmatic interface to the Service. The official Spritz Social consumer applications and website, used by individual human users in their unmodified form, are the sole authorized means of accessing and interacting with the Service. Any other means of access — including reverse-engineered internal APIs, undocumented endpoints, private RPC interfaces, network protocols observed by inspecting client–server traffic, endpoints discovered through decompilation of client binaries, and any other technical pathway not exposed through the official applications and website — is unauthorized and prohibited, and is not converted into "authorized access" by virtue of being technically reachable or by virtue of being undocumented. For the avoidance of doubt, the absence of a published API does not constitute consent to, or license for, programmatic access by any other means.
Future API and SDK terms. If and when Spritz Social, Inc. elects to publish an API, SDK, or other developer-facing programmatic interface, access to and use of that interface will be governed by a separate developer agreement, API terms of service, SDK license, or analogous instrument adopted by Spritz Social, Inc. (the "Developer Terms"). Spritz Social, Inc. reserves the sole and exclusive right to determine, in its discretion: the developers, organizations, and use cases that are eligible for access; the application-review, identity-verification, business-purpose, and onboarding requirements that apply; the fees, royalties, and revenue-sharing arrangements that apply; the rate limits, query limits, data-volume limits, retention limits, concurrency limits, and quota structures that apply; the permitted and prohibited use cases (including, where Spritz Social, Inc. determines them to be incompatible with the integrity of the Service or the safety, privacy, or interests of users or creators, prohibitions on use for services competing with the Service, mass surveillance, biometric identification of individuals, training of artificial-intelligence or machine-learning systems, profiling of minors, political microtargeting, election manipulation, or the creation of derivative content corpora); the attribution, branding, and trademark-use requirements that apply; the audit, logging, and inspection rights of Spritz Social, Inc.; and the conditions under which access may be suspended, throttled, modified, audited, or terminated. Spritz Social, Inc. may at any time, in its discretion and without liability under these Terms, change, suspend, or discontinue any such API, SDK, or developer interface, or revoke any developer's access thereto, subject only to any contrary commitments expressly made in then-effective Developer Terms. Until and unless you accept Developer Terms with respect to a published interface, no such interface is available to you, and the prohibitions of this Section continue to apply.
No use of internal, undocumented, or reverse-engineered interfaces. The internal APIs, undocumented endpoints, private RPC interfaces, internal protocols, signed-URL flows, authentication tokens, session cookies, request signatures, headers, parameters, schemas, and other non-public technical interfaces used by Spritz Social, Inc. to operate the Service are not "available," "authorized," "open," or "public" merely because they may be observable through inspection of network traffic, decompilation of client binaries, examination of in-memory state, instrumented testing, fuzzing, or other technical means. You agree not to access, call, query, invoke, send traffic to, replay traffic to, forge requests to, or impersonate clients of any such internal, undocumented, or reverse-engineered interface, and not to develop, distribute, sell, license, host, or use any client, library, integration, wrapper, proxy, middleware, or tool that does so, except to the limited extent expressly permitted by applicable law that cannot be waived by contract or by the security-research safe harbor set out in Section 16.
Artificial intelligence, machine learning, and model training. Without limiting any other provision of these Terms (including Sections 3.4, 5.3, and 5.5), you may not use the Service, any content of the Service, any data of the Service, any signal of the Service, or any output of the Service to train, fine-tune, evaluate, benchmark, distill, prompt at scale, retrieve for, condition, ground, embed into, or otherwise develop, improve, or specialize any artificial-intelligence model, machine-learning model, large language model, foundation model, multi-modal model, embedding model, recommender model, generative model, or analogous system, except to the limited extent expressly authorized by Spritz Social, Inc. in a separate written agreement that specifically references this Section. This restriction applies whether the model is intended for commercial use, research, personal use, internal use, open-source release, or any other purpose, and applies regardless of whether the model is owned, operated, distributed, or hosted by you, by your affiliates, by your employer, by your service providers, or by any third party. Nothing in this paragraph limits the personal, informational, and non-commercial uses of the Service that are typical of a normal human user interacting with the consumer applications and website in their unmodified form.
Caching, indexing, archiving, and aggregation. Spritz Social, Inc. grants a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to operators of bona-fide general-purpose internet search engines to cache, crawl, and index publicly accessible portions of the Service solely for the purpose of providing search results to human users of those search engines, and only to the extent that such caching, crawling, and indexing complies with the directives published by Spritz Social, Inc. in robots.txt, the X-Robots-Tag HTTP header, sitemap files, schema.org metadata, and analogous standards-based mechanisms. No other right to cache, crawl, index, archive, mirror, aggregate, syndicate, redistribute, or republish the Service is granted, and Spritz Social, Inc. reserves the right at any time, in its discretion, to opt out of, exclude, or revoke access by any specific search engine, archive, aggregator, or AI-training crawler, including by updating robots.txt or analogous directives, by serving access controls, by sending takedown notices, or by other means. Compliance with robots.txt or analogous directives is required of all automated agents accessing the Service, and non-compliance constitutes unauthorized access for purposes of these Terms and the Computer Fraud and Abuse Act (18 U.S.C. § 1030) and analogous state and foreign statutes.
User content authored by you. Nothing in this Section limits your right under Section 3 to retain ownership of, and to use elsewhere, the User Content that you create and upload to the Service. The restrictions on programmatic access in this Section govern access to the Service and to data, content, signals, models, and functionality of the Service as operated by Spritz Social, Inc.; they do not restrict your independent use of your own underlying creative work outside the Service.
Cross-references and survival. The reservations and prohibitions of this Section are in addition to (and not in lieu of) the anti-scraping, anti-automation, AI-training, access-control-circumvention, bot-operation, and reverse-engineering prohibitions and liquidated-damages provisions in Sections 5.3 and 5.5, the monitoring and enforcement rights in Section 5.6, the editorial-discretion and good-faith-filtering protections in Section 5.7, the trade-secret protections in Section 18, the security-research safe harbor in Section 16, the copyright and intellectual-property reservations in Sections 3 and 6, the indemnification rights in Section 10, and any other rights and remedies available to Spritz Social, Inc. at law or in equity. The obligations of this Section survive termination, suspension, or deactivation of your account and termination of these Terms.
Acknowledgment of irreparable harm. You acknowledge and agree that violations of these Terms — including (without limitation) the activities prohibited by Section 5.3 (unauthorized scraping, crawling, harvesting, and mirroring; unauthorized AI/ML training; access-control circumvention; bot operation; reverse engineering; account takeover; unauthorized access; and other prohibited activities), the activities described in Section 5.5 (Liquidated Damages), the prohibitions of Section 19 (API, SDK, and Programmatic Access), the obligations of Section 18 (Spritz Trade Secrets and Confidential Information), the obligations of Sections 5.4 and 7 (Consequences of Violations and Criminal Activity), and infringement of the intellectual-property and proprietary rights described in Sections 3 and 6 — cause and threaten to cause immediate, substantial, ongoing, and irreparable harm to Spritz Social, Inc., to the Service, and to other users, for which monetary damages alone would be inadequate. Without limiting the generality of the foregoing, such harm includes (without limitation): (a) loss of control over User Content, recommender signals, ranking data, and other proprietary technical assets; (b) corruption, distortion, or degradation of the integrity of the Service and its underlying signals; (c) infrastructure, bandwidth, and operational costs that cannot reasonably be recovered through after-the-fact damages; (d) competitive harm and erosion of trade-secret and confidential-information protection; (e) reputational harm to Spritz Social, Inc. and to the Service; (f) loss of trust and harm to other users and creators; (g) harm to the recommender, anti-fraud, anti-abuse, content-moderation, and integrity systems described in Section 18; and (h) harm that is, by its nature, ongoing, accreting, and not subject to precise calculation in dollars. You agree not to argue, claim, or assert in any proceeding that monetary damages would be adequate to remedy any of the violations or harms described in this Section.
Entitlement to equitable relief. Spritz Social, Inc. is therefore entitled to seek and obtain, in any court of competent jurisdiction identified in Section 12 (or any other forum properly seized of the matter), all forms of equitable and injunctive relief, including (without limitation): temporary restraining orders; preliminary injunctions; permanent injunctions; ex parte seizure orders under 18 U.S.C. § 1836(b)(2) and analogous statutes; pre-judgment attachment; orders compelling preservation of evidence; orders compelling the return or destruction of proprietary information; orders compelling termination of automated agents, bots, scrapers, crawlers, or scripts; orders directing third parties to disable, suspend, or block access by infringing infrastructure to the Service (consistent with applicable safe-harbor regimes); orders compelling the disclosure of the identity of operators acting under pseudonyms or through proxies (subject to applicable law); and other relief reasonably necessary to halt, prevent, or remedy violations of these Terms. The equitable remedies described in this Section are in addition to (and not in lieu of) any other remedies available at law or in equity, including the liquidated damages described in Section 5.5, the trade-secret remedies described in Section 18, the indemnification rights described in Section 10, the monitoring and enforcement rights described in Section 5.6, and statutory remedies (including under the Computer Fraud and Abuse Act, 18 U.S.C. § 1030; the Digital Millennium Copyright Act, 17 U.S.C. § 1201 et seq.; the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.; the Anticybersquatting Consumer Protection Act, 15 U.S.C. § 1125(d); the Lanham Act, 15 U.S.C. § 1051 et seq.; and analogous state and foreign statutes).
Waiver of bond and other security. To the maximum extent permitted by applicable law, you knowingly, intentionally, and voluntarily waive — and you agree not to require, request, seek, or oppose the waiver of — the posting of any bond, security, surety, deposit, undertaking, indemnity, cash collateral, or other security by Spritz Social, Inc. as a condition of any temporary restraining order, preliminary injunction, ex parte seizure order, pre-judgment attachment, or other equitable or injunctive relief sought by Spritz Social, Inc. in connection with the enforcement of these Terms, the protection of the Service, or the protection of Spritz Social, Inc.'s rights or property. This waiver is intended to operate under Federal Rule of Civil Procedure 65(c), the corresponding rules of state courts (including, where applicable, New York Civil Practice Law and Rules § 6312, California Code of Civil Procedure § 529, and analogous provisions in other states), and the analogous procedural rules of foreign jurisdictions. The waiver is given in recognition of (i) the irreparable harm acknowledged in this Section; (ii) the inherent difficulty of estimating that harm in monetary terms in advance of full discovery; (iii) the speed and scale at which scrapers, bots, AI-training crawlers, and other automated actors can cause cumulative harm; and (iv) the procedural asymmetry between the cost and delay of posting bond and the harm a delayed injunction would cause to Spritz Social, Inc., to the Service, and to other users. The waiver does not apply where bond is required by a court order or by non-waivable applicable law; in those cases, Spritz Social, Inc. shall be required to post only the minimum bond required by the applicable law or court order, and the parties shall request that the bond be set at the minimum amount sufficient to satisfy the applicable requirement.
Personal jurisdiction and forum for emergency proceedings. For purposes of any emergency or expedited proceeding initiated by Spritz Social, Inc. seeking injunctive or other equitable relief under this Section, you consent to the personal jurisdiction of the courts identified in Section 12 (Governing Law and Jurisdiction) and waive any objection based on lack of personal jurisdiction, improper venue, forum non conveniens, the absence of an in-state presence, the absence of minimum contacts with the forum, or analogous procedural objections, except where such objection cannot be waived by contract as a matter of non-waivable applicable law. Without limiting the foregoing, Spritz Social, Inc. may, in its discretion, also seek emergency or expedited relief from any other court of competent jurisdiction that can grant effective relief — including a court in the jurisdiction where the violation occurred, where the infringing infrastructure is located, where the operator of an automated agent is located, or where assets subject to seizure or attachment are located — without thereby waiving the forum-selection clause of Section 12 for any other purpose, and without electing one forum over another in any manner that limits Spritz Social, Inc.'s remedies elsewhere.
Coordination with arbitration. The right of Spritz Social, Inc. to seek emergency or expedited injunctive or other equitable relief under this Section is preserved by, and operates in coordination with, Section 11.5 (Exceptions), which exempts claims by Spritz Social, Inc. for injunctive or other equitable relief — including (without limitation) to prevent intellectual-property infringement, to enforce Section 5.3, to enforce Section 5.5, to enforce Section 5.6, to preserve evidence, or to prevent irreparable harm — from the agreement to arbitrate. The pursuit of emergency or expedited equitable relief in court under this Section: (a) does not constitute a waiver of the right of Spritz Social, Inc. to compel arbitration of any underlying claim for damages, restitution, or other monetary relief that remains subject to Section 11; (b) does not waive any other right or remedy of Spritz Social, Inc.; (c) does not constitute an election of remedies under any election-of-remedies doctrine; and (d) does not bar or limit other proceedings (including arbitration of the underlying merits, and parallel proceedings in other forums) brought in parallel or thereafter. To the extent any non-waivable applicable law would otherwise require Spritz Social, Inc. to elect between equitable and legal remedies, the parties intend that the broadest available election be deemed satisfied without loss of any other remedy.
User-initiated emergency proceedings. To the extent you have any right to seek emergency or expedited injunctive or other equitable relief against Spritz Social, Inc. under non-waivable applicable law (notwithstanding the agreement to arbitrate in Section 11 and the carve-outs in Section 11.5), that right is preserved by this Section only to the extent required by such non-waivable applicable law. For the avoidance of doubt, the waiver of bond and security in this Section is given by you in favor of Spritz Social, Inc.; it does not relieve you of any requirement to post bond or security that may apply to relief sought by you under applicable procedural rules. Spritz Social, Inc. reserves all rights to oppose, contest, or seek the dissolution of any injunctive or equitable relief sought against it, including by demanding bond in an amount sufficient to compensate for the harm of an erroneously issued injunction.
Coordination with Section 18. The trade-secret-specific provisions of Section 18 regarding injunctive relief, ex parte seizure under 18 U.S.C. § 1836(b)(2), and waiver of bond apply specifically to trade-secret and confidential-information claims, and operate in addition to (and not in lieu of) the general provisions of this Section 20. Where the same underlying conduct gives rise to both trade-secret claims governed by Section 18 and other claims governed by this Section, Spritz Social, Inc. may invoke either or both Sections, in any combination, without waiver, election of remedies, or limitation on either set of remedies.
Construction. This Section shall be construed broadly to give the maximum effect permitted by applicable law to the irreparable-harm acknowledgment and the bond waiver. To the extent any portion of this Section is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Section, and the remainder of these Terms, shall continue in full force and effect consistent with the severability and reformation principles set out in Section 14.2.
Survival. The obligations of this Section survive termination, suspension, or deactivation of your account and termination of these Terms.
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NOTICE
By using Spritz Social, you acknowledge that you have read these Terms of Service, understand them, and agree to be bound by them. If you do not agree to these Terms, you must not use the Service.
Effective Date: October 13, 2026
Last Updated: October 12, 2026
Version: 1.0
This document applies to Spritz Social on all platforms: iOS, Android, macOS, and Web.
We recommend that you save or print a copy of these Terms for your records.