Terms of Use

1. Your Acceptance

THANK YOU, FOR YOUR INTEREST IN USING THE ONLINE SERVICES (COLLECTIVELY, THE “SERVICES”) OF SPOTFLUX, INC (“SPOTFLUX”, “WE”, “OUR”, OR “US”). BY USING AND/OR ACCESSING OUR SERVICES OR THIS WEB SITE (collectively, including all services, technology AND CONTENT available through the Spotflux.com domain name, the "Spotflux Web Site", or the "Web Site"), YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS AND CONDITIONS ("Terms of USE") AND THE TERMS AND CONDITIONS OF SPOTFLUX’s PRIVACY POLICY, WHICH ARE PUBLISHED AT http://www.spotflux.com/privacy.html AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the Spotflux Web Site, or any service or technology accessible by or through THE SPOTFLUX Web Site.

2. Spotflux Web Site; End Users; Technology

These Terms of Use apply to all users of the Spotflux Web Site (each, an “End User” and, collectively “End Users”), including End Users who are also users of Spotflux’s software program or related technology for accessing and transmitting content over the Internet (the “Technology”). End Users that desire to utilize our Technology will also be required to execute, in electronic form, Spotflux’s Application Services Agreement (“Services Agreement” or “Terms of Service”) prior to accessing or using the Technology. The Spotflux Web Site may contain links to third-party web sites that are not owned or controlled by Spotflux. Spotflux has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites. By using the Spotflux Web Site or the Technology, you expressly release Spotflux from any and all liability arising from your use of the Technology. Accordingly, we encourage you to be aware when you use the Technology and to read the terms and conditions and privacy policy of each third-party web site that you visit.

3. Services and Technology Access; End User Accounts; Termination

A. Spotflux hereby grants you permission to use the Web Site and the Technology strictly in accordance with these Terms of Use and the Services Agreement (provided that: (i) your use of the Web Site and the Services as permitted is solely for your personal, noncommercial use, (ii) you shall not copy or distribute any part of the Web Site or Technology in any medium without Spotflux's prior written authorization; (iii) you shall not alter or modify any part of the Web Site or Technology; (iv) you shall otherwise comply with the terms and conditions of these Terms of Use and any restrictions or conditions set forth on the Web Site itself; and (v) if applicable, you shall comply with the terms of the Services Agreement in connection with your use of the Technology.


B. In order to access some features of the Web Site and Technology, including, without limitation, to transmit and receive Materials (as defined herein) over the Spotflux Network (as defined herein) using the Technology, you will have to create an account with Spotflux (“Account”). You may never use another End User’s Account without permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. You agree to notify Spotflux immediately of any breach of security or unauthorized use of your Account or password. Although Spotflux will not be liable for any losses or damages caused by any unauthorized use of your Account or password, you will be liable for any and all losses and damages incurred by Spotflux or third parties due to such unauthorized use. You hereby agree that you will be solely responsible for any losses and damages incurred by you or any third party as a result of your failure to adequately safeguard your password. Further, Accounts are not dedicated connections and are subject to timing out of the applicable connection. As stated above, Accounts are for single user, individual use only. Any non-individual use, or any use that is indistinguishable from non-individual use, is prohibited. For example, the following uses are prohibited under these Terms of Use: sharing an Account password between multiple End Users, and simultaneous logins using the same Account password.


C. You agree not to use or launch any automated system, including, without limitation, "robots," "spiders," "offline readers," etc., that accesses the Web Site in a manner that sends more requests or messages to the Spotflux Network or the Spotflux Servers (each, as defined below) in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to collect or harvest any personally-identifiable information, including, without limitation, Account names and/or other Account information of End Users, from the Web Site. You agree not to solicit, for commercial purposes, any End User with respect to their Materials or otherwise. You agree not to interfere with or disrupt the online network, web-based and/or peer-to-peer systems used to provide or deliver the Services (collectively, the “Spotflux Network”), or any computer servers connected to, or utilized in connection with, the Spotflux Network, including, without limitation, the servers of Spotflux’s third-party contractors (collectively, the “Spotflux Servers”).


D. Spotflux may terminate your Spotflux Network membership, your Account, or suspend your access to all or part of the Spotflux Network or the Services, without notice, if you violate or breach these Terms of Use, the Services Agreement or if you engage in any conduct that Spotflux, in its sole discretion, believes is in violation of any applicable law, rule, or regulation or that is otherwise harmful to the interests of Spotflux, any other End User, or any third-party. You may discontinue your use of and access to the Spotflux Network or the Services at any time.

4. Intellectual Property Rights

The content on the Spotflux Web Site (except all Materials of you and of other End Users or content-providers that are transmitted over the Spotflux Network utilizing the Services), including, without limitation, the text, scripts, graphics, photos, sounds, advertising, interactive features and the like (collectively, the "Content"), the Technology, and the trademarks, service marks and logos contained in or displayed on the Spotflux Web Site (the "Marks" and, collectively, with the Content and the Technology, the “Spotflux Materials”) are owned by Spotflux or licensed to Spotflux by third parties, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Spotflux Materials are provided to you “AS IS” for your information and permitted use only (as provided in these Terms of Use, and, with respect to the Technology, as provided in the Services Agreement) and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever (except, with respect to the Technology only, as expressly provided in the Services Agreement) without the prior written consent of Spotflux. Spotflux reserves all rights not expressly granted to you in and to the Spotflux Materials, and all goodwill resulting from the use of the Marks shall inure exclusively to the benefit of Spotflux. You agree to not engage in the copying or distribution of any of the Spotflux Materials or any use, copying, or distribution of the Materials of any third-party obtained through, or viewed on, the Network or the Services for any commercial purposes or any other purposes whatsoever, except as expressly provided in the Services Agreement. If you download or print a copy of any Content for personal use, you agree not to alter or remove any copyright or other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Spotflux Web Site, the Network or features that prevent or restrict use or copying of any Spotflux Materials or enforce limitations on use of the Spotflux Web Site, the Services, or the Spotflux Materials.

5. Materials

A. The Spotflux technology permits the publishing, transmittal, distribution, and receipt in digital format over the Internet of graphic, audio, audiovisual, and written materials and other digital media and content (collectively, “Materials”) by End Users who execute the Services Agreement electronically by installing our technology. In the event that you execute the Services Agreement in such manner, the following Subsections B and C shall apply to you.


B. You understand that whether or not your Materials are published, Spotflux does not guarantee any confidentiality with respect to any such Materials due to the nature of the Internet and the imperfect nature of the security measures (even when industry-standard) that are used to protect information and content transmitted over the Internet. You shall be solely responsible for your own Materials and the consequences of posting or publishing them. In connection with your Materials, or otherwise in connection with your use of the Web Site and the Services, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use such Materials (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in such Materials to use the name or likeness of each and every such identifiable individual person to enable inclusion, use, publication, dissemination, and commercialization of such Materials utilizing the Technology and in the manner contemplated by the Web Site and these Terms of Use; and (iii) you will, at all times, comply with any and all applicable laws, rules, regulations, and guidelines, including, without limitation, the CAN-SPAM Act, the DMCA, COPPA, and all FCC- promulgated rules and regulations. For clarity, you and your third-party licensors (if applicable) retain all of your ownership rights in the Materials that you submit through or make accessible through the Web Site and Technology other than the license rights and any other rights granted to Spotflux under these Terms of Use and/or the Services Agreement. If you are submitting any materials directly to Spotflux through its website (such as through the support portal), you agree that submitting such Materials to Spotflux, grants Spotflux a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use such Materials for so long as you have an Account.


C. In connection with your Materials, and otherwise in connection with your use of the Web Site and/or the Services, you agree that you will comply at all times and in all respects with Spotflux’s Acceptable Use Policy which is set forth in the Services Agreement.


Spotflux does not endorse any Materials or any opinion, recommendation, or advice expressed therein, and Spotflux expressly disclaims any and all liability in connection with all Materials. Spotflux complies with applicable laws, rules and regulations, including without limitation, the Digital Millennium Copyright Act (“DMCA”), related to Online Service Providers that engage in Transitory Digital Network Communications under Section 512(a) of the DMCA, including the termination of the Accounts of End Users who are determined to be repeat infringers or offenders, provided that Spotflux is properly notified regarding such infringing activity. In furtherance of the foregoing, Spotflux shall have the right to terminate an End User’s access to the Web Site, the Technology, and/or the Services without notice if such End User is determined, in Spotflux’s sole discretion, to be an infringer or in violation of any applicable law, rule, or regulation. Spotflux also reserves the right to decide in its sole discretion whether Materials are appropriate and comply with these Terms of Use, including, without limitation, to determine whether or not such Materials constitute pornography, obscene, or defamatory materials. Spotflux may remove such Materials, stop their transmittal over the Spotflux Network, and/or terminate an End User’s access to the Services for uploading, downloading or posting such Materials in violation of these Terms of Use at any time, without prior notice, and at its sole discretion.


D. If you are a copyright owner or an agent thereof and believe that any Materials or other content transmitted or routed through the Spotflux Network by a third-party utilizing the Services infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing (See 17 U.S.C 512(c)(3) for further detail):


(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;


(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;


(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Spotflux to locate the Material or the infringing user;


(iv) Information reasonably sufficient to permit Spotflux to contact you, such as an address, telephone number, and, if available, an email address;


(v) A statement that you have a good faith belief that use of the applicable Materials in the manner complained of is not authorized by the copyright owner, its agent, or the law; and


(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.


Spotflux's designated Copyright Agent to receive notifications of claimed infringement is: Attn: DMCA Complaint, 110 Kent Ave, Suite 3 Brooklyn, New York 11211 - USA (dcma@spotflux.com). For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Spotflux customer service at the following email address: support@spotflux.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid under applicable law. In addition, since the Spotflux Network allows only for Transitory Digital Network Communications (as defined in Section 512 (a) of the DMCA), Spotflux follows the legal rules applicable to those service providers that fall within the scope of such Section 512 (a).


E. You understand that, when using the Spotflux Web Site, the Technology, and/or the Services, you will be exposed to Materials from a variety of sources, and that Spotflux is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Materials, and that Spotflux does not actively monitor the content of such Materials when transmitted over the Spotflux Network. You further understand and acknowledge that you may be exposed to Materials that are inaccurate, offensive, indecent, or objectionable, including, without limitation, sexually explicit text and images, pro-religious and anti-religious debate, questionable political views and hateful speech, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Spotflux with respect thereto. In addition, if your Materials are posted and/or transmitted on the Network, you understand and agree that visitors to the Web Site may comment freely on such Materials. Spotflux shall not have any liability to you or to any Third-Party in connection with any such comments (which you understand may not be favorable). You understand and agree that you shall not have any rights or claims arising from or concerning any such comments and you hereby irrevocably waive any such rights and/or claims to the extent that they exist or arise in the future.


F. Spotflux permits you to link to Materials of the Web Site for solely personal, non-commercial purposes and uses by you. Spotflux reserves the right to discontinue any aspect of the Spotflux Web Site, Technology, Network, and/or the Services, at any time. These Terms of Use constitute a legally-binding contract solely between you and Spotflux.

6. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE WEB SITE, THE SERVICES, THE TECHNOLOGY AND THE SPOTFLUX MATERIALS SHALL BE AT YOUR SOLE RISK. THE SPOTFLUX NETWORK, TECHNOLOGY, AND THE SERVICES ARE PROVIDED ON AND “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SPOTFLUX, ITS OFFICERS, DIRECTORS, EMPLOYEES, THIRD-PARTY LICENSORS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEB SITE, THE SPOTFLUX NETWORK, THE SERVICES, AND THE SPOTFLUX MATERIALS AND YOUR USE THEREOF. SPOTFLUX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE FOREGOING (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). SPOTFLUX MAKES NO WARRANTY THAT THE SPOTFLUX NETWORK OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT USE OF THE SPOTFLUX NETWORK OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.


YOU ACKNOWLEDGE THAT ACCESS TO MATERIALS AND DATA (INCLUDING, WITHOUT LIMITATION, AUDIO AND AUDIOVISUAL FILES, DOCUMENTS, PHOTOGRAPHS, AND SOFTWARE FILES) TRANSMITTED OR PUBLISHED BY YOU OR OTHERS ON THE SPOTFLUX NETWORK IS NOT GUARANTEED AND THAT SPOTFLUX WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF MATERIALS OR DATA CAUSED BY THE SPOTFLUX NETWORK OR ITS UNAVAILABILITY. SPOTFLUX MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SPOTFLUX NETWORK OR THE SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SPOTFLUX NETWORK OR SERVICES, OR THAT DEFECTS IN THE SPOTFLUX NETWORK OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIALS AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SPOTFLUX NETWORK AND/OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGES ARISING THEREFROM.


SPOTFLUX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEB SITE, THE SERVICES OR THE SPOTFLUX MATERIALS, OR THE CONTENT OF ANY WEB SITES LINKED TO THE WEB SITE, AND SPOTFLUX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OMISSIONS, OR INACCURACIES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEB SITE, THE SERVICES, OR THE SPOTFLUX MATERIALS (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SPOTFLUX SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION OF MATERIALS, DATA, CONTENT, OR DIGITAL MEDIA IN ANY FORM OR FORMAT TO OR FROM THE WEB SITE OR UTILIZING THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE LOCATED WITHIN OR TRANSMITTED TO OR THROUGH THE WEB SITE OR UTILIZING THE SERVICES BY ANY THIRD-PARTY OR OTHERWISE, AND/OR (V) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS OR OTHER CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SPOTFLUX WEB SITE, THE SPOTFLUX NETWORK OR UTILIZING THE SERVICES. SPOTFLUX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SPOTFLUX WEB SITE OR ANY HYPERLINKED WEB SITE, OR FEATURED IN ANY BANNER, FRAME OR OTHER ADVERTISING ON THE SPOTFLUX WEB SITE, AND SPOTFLUX WILL NOT IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

7. Limitation of Liability

IN NO EVENT, SHALL SPOTFLUX, ITS OFFICERS, DIRECTORS, EMPLOYEES, THIRD- PARTY CONTRACTORS, THIRD-PARTY LICENSORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPOTFLUX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY (IF ANY) OF SPOTFLUX, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, ONE THOUSAND DOLLARS ($1,000.00). THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY IRRESPECTIVE OF WHETHER OR NOT ANY OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE.


YOU SPECIFICALLY ACKNOWLEDGE THAT SPOTFLUX SHALL NOT BE LIABLE FOR ANY THIRD-PARTY MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY (INCLUDING, WITHOUT LIMITATION, ANY OTHER END USER OR CONTENT-PROVIDER) AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.


The Spotflux Web Site is controlled and offered by Spotflux from its facilities in the United States of America. Spotflux makes no representations that the Spotflux Web Site is appropriate or available for use in other countries, jurisdictions or locations. Those who access or use the Spotflux Web Site from jurisdictions outside of the U.S. do so at their own volition and are responsible for compliance with any and all applicable local laws, rules, and regulations, including, without limitation, compliance with the encryption standards and data security laws (including, without limitation, all rules and regulations related thereto) of each applicable country or jurisdiction (whether the U.S. or foreign) to which they send, or from which they receive, Materials or other content using the Services.

8. Indemnification

You agree to indemnify and hold harmless Spotflux, its officers, directors, employees, third-party contractors, third-party licensors, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including, without limitation, attorneys’ fees) based upon or arising out of: (i) your use of and access to the Spotflux Web Site, the Services and/or the Spotflux Materials; (ii) your breach or violation of these Terms of Use, including, without limitation, any of your representations or warranties set forth herein (iii) your infringement, violation, or misappropriation of any intellectual property or proprietary right of any third- party, including, without limitation, any copyright, property, or privacy right; or (iv) an of your Materials or the display, transmittal, or publication thereof on the Web Site, over the Network, or in connection with the Services.

9. Ability to Accept Terms of Use

You affirm that you are you are at least 16 years of age and are fully able and competent to enter into these Terms of Use, and to abide by and comply with these Terms of Use. The Spotflux Web Site, Technology, Spotflux Network, or Service is not intended for children under 16. If you are under 16 years of age, then please do not use these Services. Talk to your parents about what technologies are appropriate for you.

10. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, by operation of law or otherwise, and any attempted or purported assignment in contradiction of the foregoing shall be null and void.

11. General

You agree that: (i) the Spotflux Web Site shall be deemed solely based in the State of Virginia, USA; and (ii) the Spotflux Web Site shall be deemed a passive Web Site that does not give rise to personal jurisdiction over Spotflux, either specific or general, in jurisdictions other than Virginia. These Terms of Use shall be governed by the internal substantive laws of the State of Virginia, without respect to its conflict(s) of law principles. Any legal claim or dispute between you and Spotflux that arises in whole or in part from the Spotflux Web Site or that is based upon these Terms of Use shall be decided exclusively by the state located in Fairfax County, Virginia and the federal courts for the Eastern District of Virginia, Alexandria Division, and you hereby irrevocably consent to such venue and the jurisdiction of such courts, and waive any objections thereto, including, without limitation, forum non-conveniens. These Terms of Use, together with the Privacy Policy located at http://www.Spotflux.com/privacy], the Services Agreement (if applicable), and any legal notices published by Spotflux on the Web Site, shall constitute the entire agreement between you and Spotflux concerning the subject matter hereof. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect, and the invalid provision shall be reformulated in a manner that is consistent with applicable law and that most closely reflects the parties original intentions, as set forth herein. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Spotflux's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Spotflux reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Spotflux Web Site, the Technology and/or the Services following any amendment to these Terms of Use will signify your assent to and acceptance of such amendment. Spotflux reserves the right to modify or discontinue the Services and/or the Spotflux Network at any time with or without notice to you. YOU AGREE THAT ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SPOTFLUX WEB SITE, THE SPOTFLUX NETWORK, THE SERVICES, THE SPOTFLUX MATERIALS, AND/OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION FIRST ARISES, OR, OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. These Terms of Use will survive remain in full force and effect notwithstanding any termination of your use of the Services and/or the Spotflux Network, excluding any licenses, permissions, or other rights granted to you by Spotflux hereunder, which shall immediately terminate upon such termination or discontinuance.