Sludge.ai Platform Terms of Service

These Terms of Service (the “Terms”) govern your use of the website located at www.Sludge.ai (the “Site”) owned or operated by FanSpy LLC.. (“Sludge AI” “we” or “us”), and any other Sludge AI-branded websites, products, services, downloadable software, mobile applications, interactive features, widgets, and resources offered by Sludge AI through traditional Internet websites, mobile devices or social media platforms (all of which are collectively referred to as the “Sludge AI Service” or “Service”). Please read these Terms carefully. By using the Sludge AI Service, you affirm that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you may not use the Sludge AI Service.

Your use of certain portions of the Service, including your entry in any Sludge AI competitions or contests, may be subject to additional terms and conditions (“Additional Terms”). Where Additional Terms apply, we will make them available for you to read through your use of that portion of the Service. By using that portion of the Service, you agree to the Additional Terms.

1. Your Responsibilities.

In order to access some features of the Sludge AI Service, you must register to become a member. When you register, Sludge AI collects certain personal information about you. You agree that Sludge AI may use information Sludge AI obtains about you in accordance with the provisions of Sludge AI’s Privacy Policy You also agree that the information you provide (e.g., at registration) will be true, accurate, and complete and you will update such information so that it remains up to date and accurate at all times.

As part of the registration process, you may be asked to select a username and password. Sludge AI may refuse to grant you a username or revoke your username for any reason in its sole discretion, including if we determine that such username impersonates someone else, is illegal, vulgar or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Service to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. NEITHER Sludge AI NOR ITS AFFILIATES WILL BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD OR FOR ANY ACTIONS OCCURRING UNDER YOUR PASSWORD.

We value the integrity of the Sludge AI community. To protect this community, you agree not to use the Sludge AI Service to:

violate any local, state, national or international law or regulation;

create or transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;

stalk, harass, bully, or harm another individual;

create or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;

knowingly create or transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

defeat or interfere with any security feature of the Sludge AI Service, or attempt to do so;

impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

interfere with or disrupt the Sludge AI Service or servers or networks connected to the Sludge AI Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Sludge AI Service; or

alter or modify any content or component of the Sludge AI Service, other than User Content and User Submissions (as defined below).

You also agree not to use or launch any automated system, including, without limitation, “robots,” “spiders,” “offline readers” or the like, that access the Sludge AI Service. Sludge AI reserves the right to revoke these exceptions either generally or in specific cases.

If you use the Service, you agree that you shall not modify, block or otherwise interfere with any monetization mechanism employed by Sludge AI, its Affiliates, or its business partners.  To learn more about these systems, see Section 5 below.

2. Ownership of Sludge AI Content; Restrictions on Use.

The content on the Sludge AI Service, other than “User Content” and “User Submissions” (as defined below), including, without limitation, software, scripts, graphics, sounds, music, interactive features videos, clips, photos, text, and the like (collectively, the “Sludge AI Content”) and the “Sludge AI” and “Sludge AI” word marks and the Sludge AI and Sludge AI design marks, as well as certain other of the names, logos and materials displayed on or through the Sludge AI Service that constitute trademarks, tradenames, service marks or logos (the “Marks”) are owned by Sludge AI, its Affiliates, or its licensors and are subject to copyright, trademark, and other intellectual property rights under U.S. and international laws.

Except as authorized by these Terms or as otherwise intended or authorized by Sludge AI through the Service, you agree not to copy, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the Sludge AI Service or any portion of the Sludge AI Service, including, without limitation, the Sludge AI Content and the Marks.

You must abide by all copyright notices, trademark notices, information, and restrictions contained in or associated with any Sludge AI Content. You must not remove, alter, interfere with, or circumvent any copyright, trademark or other proprietary notices marked on the Sludge AI Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Sludge AI Content.

3.  Fees; Payment; Cancellation.

If you sign up for a paid Subscription Plan, you will be responsible for paying the fees applicable to the plan you select. Sludge AI may modify the fees, pricing plans, and revenue sharing terms from time-to-time by providing at least 15 days’ prior notice (which may be to the email account you provide at registration).  Licensee’s continued use of the Software following notice of a change to the fees will constitute Licensee’s acceptance of such modifications.

Unless otherwise agreed by Sludge AI in writing, you will be charged the applicable fees monthly or annually in advance, depending upon your payment plan, using the credit card information provided at registration.  You are responsible for keeping your credit card information up to date.  All payments shall be in U.S. Dollars.  You are solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Sludge AI net income) that are imposed or become due in connection with your use of the Service.

Any subscription you purchase will automatically renew on a month-to-month or year-to-year basis (depending on subscription purchased.) You may cancel your subscription, downgrade, or upgrade by emailing support@Sludge.ai.  Except where prohibited by applicable law, all payments are non-refundable, including if you cancel or downgrade your Subscription Plan, or if your subscription to or rights to use the Sludge AI Service is terminated by the Company in accordance with these Terms and Conditions.

User Content and User Submissions Section

Ownership of User Content:

By submitting any content, including but not limited to text, images, videos, or any other materials ("User Content"), you grant Sludge AI a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in any media. You also grant Sludge AI the right to use the name associated with your User Content, if provided.

No Sale to Third Parties:

Sludge AI explicitly affirms that it will not sell, trade, or otherwise transfer User Content to third parties for any commercial or marketing purposes without your explicit consent. Your privacy and the confidentiality of your User Content are of utmost importance to us.

Permissible Use:

Sludge AI reserves the right to review, monitor, and moderate User Content to ensure compliance with our Terms of Service. We may remove or refuse to display any User Content that violates these terms or applicable laws. However, Sludge AI is under no obligation to pre-screen User Content.

User Responsibilities:

You are solely responsible for the User Content you submit. By submitting User Content, you represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant Sludge AI the rights specified in Section 1.

User Content Guidelines:

User Content must comply with Sludge AI's community guidelines, policies, and applicable laws. Any User Content that violates these guidelines may be removed, and your account may be subject to suspension or termination.

Data Security:

Sludge AI will take reasonable measures to safeguard the security and integrity of User Content. However, Sludge AI cannot guarantee that unauthorized third parties will not be able to defeat our security measures.

Termination and Deletion:

Upon termination of your account or at your request, Sludge AI will make reasonable efforts to delete your User Content from our active databases. However, residual copies may persist in our backup systems for a reasonable period.

Updates to Terms:

Sludge AI reserves the right to update these terms from time to time. Any material changes will be communicated through the platform, and your continued use of the platform after such changes constitutes acceptance of the revised terms.

By using Sludge AI, you acknowledge that you have read, understood, and agreed to the terms outlined in this User Content and User Submissions section.

6. Feedback.

You agree that Sludge AI and its affiliates are free to use for any purpose whatsoever, ideas, know- how, concepts, techniques, comments, criticisms, reports, or other feedback (collectively, “Feedback”) that you may voice about the Site or the Service including Feedback that you send to Sludge AI or its affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that neither Sludge AI nor its affiliates have any duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback.

7. Publicity Rights.

You grant Sludge AI and its affiliates the right to reference the applications and User Content created using the Service that you publish or make publicly available (e.g., in public forums or in app stores).  In particular, you agree that we may reference by name and link to your publicly available applications and User Content and copy and display screen shots and clips, including in our marketing materials, on our Web sites and social media platforms, and in other informational and promotional materials.

8. Infringement Notice Procedures – Copyrights and Trademarks.

Copyright Infringement Notification. Sludge AI respects the intellectual property rights of others. Upon proper notice, Sludge AI will remove or disable access to User Submissions that violate copyright law and may suspend access to the Sludge AI Service of any user who uses the Sludge AI Service in violation of copyright law and may terminate the accounts of repeat infringers.

Sludge AI has implemented procedures for receiving written notification of claimed copyright infringement (each, a “Notification”) and for processing such claims in accordance with such law.

If you are the owner of any exclusive right under copyright laws, or are authorized to act on behalf of such an owner, and you believe your work has been copied in a way that constitutes copyright infringement, please send Sludge AI’s copyright agent a Notification of claimed infringement with all of the following information: (a) 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; (b) identification of the claimed infringing material and information reasonably sufficient to permit Sludge AI to locate the material on the Sludge AI Service; (c) information reasonably sufficient to permit Sludge AI to contact you, such as an address, telephone number, and, if available, an e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the above information in your Notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Please provide us with a Notification that includes all of the above enumerated information and e-mail to the following

E-mail: support@Sludge.ai

9. Termination.

Sludge AI reserves the right, in its sole discretion, to terminate your access to all or part of the Sludge AI Service, for any reason, with or without notice. FURTHER, YOU AGREE THAT NEITHER Sludge AI NOR ITS AFFILIATES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR SUSPENDING OR TERMINATING YOUR (OR ANY OTHER PERSON’S) ACCESS TO THE Sludge AI SERVICE (OR ANY PORTION THEREOF).

10. Modifications to Sludge AI Service.

Sludge AI reserves the right to modify or discontinue the Sludge AI Service with or without notice to you. Sludge AI shall not be liable to you or any third party should Sludge AI exercise its right to modify or discontinue the Sludge AI Service.

11. Links.

The Sludge AI Service may contain links to third-party websites and other Internet resources that are not owned or controlled by Sludge AI (“Third-Party Materials”). Sludge AI’s provision of a link to any Third-Party Materials is for your convenience only and does not signify Sludge AI’s endorsement of such other website or resource or its contents. NEITHER Sludge AI NOR ITS AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, INFORMATION, SOFTWARE, MATERIALS OR PRACTICES OF ANY THIRD-PARTY MATERIALS INCLUDING ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE Sludge AI SERVICE OR ANY LINKED WEBSITE OR FEATURED IN ANY ADVERTISING.

12. Disclaimer of Warranties.

YOU USE THE Sludge AI SERVICE AT YOUR SOLE RISK. THE Sludge AI SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, Sludge AI AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE Sludge AI SERVICE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).

Sludge AI and its affiliates make no warranties or representations about the accuracy or completeness of Sludge AI Content available on or through the Sludge AI Service or the content of any websites linked to the Sludge AI Service and assume no liability or responsibility for any: (a) errors, mistakes or inaccuracies of content or confidentiality; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Sludge AI Service; (c) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein (including any and all User Submissions); (d) any interruption or cessation of transmission to or from the Sludge AI Service; (e) any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Sludge AI Service by any third party; and/or (f) for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted or otherwise made available on or through the Sludge AI Service.

13. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL Sludge AI, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE Sludge AI SERVICE.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Sludge AI may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent ofSludge AI’s liability shall be the minimum permitted under such applicable law.

14. Indemnification.

You agree to indemnify, defend and hold harmless Sludge AI, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and costs) that they may incur as a result of or arising from: (a) your User Content and any information (including, without limitation, your User Submissions, Feedback or any other content) you submit, post or transmit on or through the Sludge AI Service or otherwise provide to us; (b) your use of the Sludge AI Service; (c) your violation of these Terms or any Additional Terms established by us; or (d) the violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity, by you, your User Content, or your User Submissions. Sludge AI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Sludge AI in asserting any available defenses.

15. Minors; Ability to Accept Terms of Service.

The Sludge AI Service is not intended for children under 13 years of age. If you are under 13 years of age, please do not use the Sludge AI Service.

You affirm that you are the applicable age of majority in your jurisdiction of residence or older, or that you have obtained the consent of your parent or legal guardian to use the Sludge AI Service or that you are an emancipated minor. If you are a parent or guardian agreeing to the terms for the benefit of a child 13 or older, then you agree to and accept full responsibility and legal liability for that child’s use of the Services.

16. Choice of Law; Arbitration.

These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Service, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles. Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site or the Services (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any applicable Additional Terms. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.

17. International Use.

We do not represent or warrant that the Sludge AI Service, or any part of it, is appropriate or available for use in any particular jurisdiction. You access the Sludge AI Service on your own initiative and at your own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the availability of Sludge AI Service, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

18. Miscellaneous.

These Terms and any Additional Terms constitute the entire and exclusive and final statement of the agreement between you and Sludge AI and govern your use of the Sludge AI Service. The failure of Sludge AI to exercise or enforce any right or provision of these Terms or any Additional Terms shall not constitute a waiver of such right or provision. If for any reason any provision of these Terms or any Additional Terms is found to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the original intent of that provision, and the remainder of these Terms and any Additional Terms shall continue in full force and effect. The section titles in these Terms and any Additional Terms are for convenience only and have no legal or contractual effect.

19. Modifications to Terms.

Sludge AI may, in its sole and absolute discretion, change these Terms from time to time. All changes to the Terms or the Privacy Policy will be effective when posted, and we will provide notification of such changes to you via the Service or contact information you may have provided to Sludge AI upon registration. Your continued use of the Service following any changes to the Terms or the Privacy Policy will constitute your agreement to be bound by such changes. If you object to any such changes, your sole recourse shall be to stop using the Sludge AI Service.

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Last updated:  Dec 12, 2023

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