Terms of Service
REVISED DATE: JULY 23, 2018
This User Agreement, and all policies and additional terms posted on and in our sites, applications, tools and services (collectively "Services") set out the terms on which 5ndSpot offers you access to and use of our Services. The Mobile devices terms, all policies and additional terms posted on and in our sites, applications, tools, and services are incorporated into this User Agreement. You agree to comply with all of the terms of this User Agreement when accessing or using our Services.
The entity you are contracting with is: Oni Veera Inc., (d/b/a) 5ndSpot ("us", "we", or "our") operates the https://5ndSpot.com website as well as http://www.5ndSpot.com website (the "Service").
2. About 5ndSpot
5ndSpot is a platform that allows users to search, locate, inquire and interact with the services or products of sourced vendors leveraging data obtained via Facebook in a variety of pricing formats and locations. The actual contract for sale is directly between the seller and buyer. 5ndSpot is not an auctioneer.
While we may display pricing, shipping, listing, sourcing, and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. 5ndSpot has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
3. Using 5ndSpot
In connection with using or accessing the Services you will not:
post, list or upload content or items in inappropriate categories or areas on our sites;
breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
manipulate the price of any item or interfere with any other user's listings;
post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
take any action that may undermine the feedback or ratings systems;
transfer your 5ndSpot account (including Feedback) and user ID to another party without our consent;
distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
distribute viruses or any other technologies that may harm 5ndSpot or the interests or property of users;
use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of 5ndSpot;
interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
export or re-export any 5ndSpot application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to 5ndSpot. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to 5ndSpot or someone else;
infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belong to you;
commercialize any 5ndSpot application or any information or software associated with such application, except with the prior express permission of 5ndSpot;
harvest or otherwise collect information about users without their consent; or
circumvent any technical measures we use to provide the Services.
If we believe you are abusing 5ndSpot and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.
We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.
4. Policy Enforcement
We’re acting solely as a medium of search, through which a consumer can locate a seller or business of their liking; and per the results thereafter may choose or decide not to interact with the search results provided; either in the form of contact the listed entities via email, contact forms, website, walk-ins or phone call. 5ndSpot is not liable for any issues arising from you interacting with or acting on any search results which we provide.
We do not offer any direct means to financially transact sales on our platform. We’re simply a means of exposure and search. Therefore if you are a seller, you are liable for providing a means of financial transactions to your customers. If you’re a buyer, you’re responsible for determining a means of financial transaction arising out of all sales or proposals made using the 5ndSpot Services.
We may, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers, display third-party advertisements (including links and references thereto) or other content in any part of our Services.
6. Listing Conditions
Search results displayed on our platform is at the sole discretion of the entity owner (the seller/business owner). Search results are information retrieved from Facebook and is based on information which the entity owner has supplied to Facebook. As the entity owner of the information we return from our Facebook query:
You are responsible for the accuracy and content of the listing and item offered
Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). 5ndSpot can't guarantee exact listing durations
Content that violates any of 5ndSpot’s policies may be modified, obfuscated or deleted at 5ndSpot’s discretion
We may revise product data associated with listings to supplement, remove, or correct information
We strive to create a platform where buyers and consumers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
buyer's location, search query, browsing site, and history;
item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
seller's history, including listing practices, Detailed Seller Ratings, 5ndSpot policy compliance, Feedback, and defect rate; and
number of listings matching the buyer's query
To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer
Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results
7. Purchase Conditions
When buying an item, you agree that:
You are responsible for reading the full item listing before making a bid or commitment to buy
You are responsible for contacting the seller, entity owner to discuss means of sale or sales conditions.
8. International Buying and Selling; Translation
You authorize us to use automated tools to translate your 5ndSpot content and member-to-member communications, in whole or in part, into local languages where such translation solutions are available. We may provide you with tools which will enable you to translate content at your request. The accuracy and availability of any translation are not guaranteed.
When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights (as defined above) you have in that content in connection with our provision, expansion, and promotion of the Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce against 5ndSpot, our assignees, our sublicensees, and their assignees your Intellectual Property Rights in that content in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of the Services.
You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. 5ndSpot takes no responsibility and assumes no liability for any content provided by you or any third party.
We offer product data (including images, descriptions and specifications) that are provided by third parties (including 5ndSpot users). You may use that content solely in your 5ndSpot listings. 5ndSpot may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings).
We try to offer reliable product data, but cannot promise that the content provided through the Services will always be available, accurate, complete, and up-to-date. You agree that 5ndSpot is not responsible for examining or warranting the listings or content provided by third parties through the Services, and that you will not attempt to hold us or our data providers liable for inaccuracies. As a seller, you agree to ensure that content directly associated with your listings is accurate.
The name "5ndSpot" and other Oni Veera marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Oni Veera in the U.S. and other countries. They may not be used without the express written prior permission of Oni Veera.
10. Disclaimer of Warranties; Limitation of Liability
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Search results and other functionalities in 5ndSpot’s applications may not occur in real time. Such functionality is subject to delays beyond 5ndSpot's control.
You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
the content you provide (directly or indirectly) using the Services;
your use of or your inability to use our Services;
pricing, shipping, format, or other guidance provided by 5ndSpot;
delays or disruptions in our Services;
viruses or other malicious software obtained by accessing or linking to our Services;
glitches, bugs, errors, or inaccuracies of any kind in our Services;
damage to your hardware device from the use of any 5ndSpot Service;
the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
a suspension or other action taken with respect to your account;
the duration or manner in which your listings appear in search results;
your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to no more $100.
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of 5ndSpot’s Services or your breach of any law or the rights of a third party.
13. Legal Disputes
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND ONI VEERA HAVE AGAINST EACH OTHER ARE RESOLVED.
A. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Texas, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and 5ndSpot, except as otherwise stated in this User Agreement.
Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.5ndSpot.com.
Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
We may amend this User Agreement at any time by posting the amended terms on www.5ndSpot.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Additionally, we may notify you through the 5ndSpot Message Center and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and an 5ndSpot representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the 5ndSpot Service.
If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
The User Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between you and 5ndSpot, and supersede all prior understandings and agreements of the parties.
The following Sections survive any termination of this User Agreement: Fees, Content, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.