Effective Date: January 1, 2024

Please read these terms of service (“Terms of Service”) and the Spotlight Services Description (collectively, this “Agreement”) carefully. This Agreement is between you and Spotlight Systems LLC. and its affiliates (“Spotlight,” “we,” “us,” or “our”) and governs your access to and use of our Services and Software, unless you and Spotlight have entered into a written Master Subscription Agreement (MSA), in which case such MSA will govern your access to and use of the Services and Software and not these Terms of Service. You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to “you” and “your” in this Agreement mean the person accepting this Agreement as an individual or the legal entity for which the representative is acting. Capitalized terms in this Agreement will have definitions as set forth in the applicable section where they are defined, in the Spotlight Services Description, or in Section 34 below.

We may provide the Services and Software through Spotlight Systems LLC, our affiliate(s), or both. You may only use the Services and Software in accordance with the terms and subject to the conditions of this Agreement.

READ THIS AGREEMENT CAREFULLY, AS IT PROVIDES, AMONG OTHER THINGS: (i) in Section 27, that you and Spotlight will arbitrate certain claims instead of going to court and that you will not bring class-action claims against Spotlight; (ii) in Sections 12 and 14, that certain terms and conditions apply with respect to recurring subscription Charges and automatic renewals; (iii) in Section 15, that Spotlight may make modifications, deletions, and additions to these Terms of Service and our Service Description; and (iv) in Section 26, that you release Spotlight from, and waive your right to recover from Spotlight, certain damages. You acknowledge that you will only create an account or otherwise use the Services and Software if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and Spotlight.

• ACCOUNT INFORMATION; SHARING 
• 1.1 Registration; Username and Passwords. You may be required to provide information about yourself to register for and to access or use the Services and Software. You represent and warrant that any such information, including Customer Data, is and will remain accurate and complete, and that Spotlight has no liability whatsoever for errors and omissions in your Customer Data. You may also be asked to choose a username and password to access or use the Services and Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.
• 1.2 Prohibition on Sharing. You may not share an account, Host rights, or any other user rights with any other individual, unless otherwise expressly pre-approved by Spotlight in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Services and Software is personal to you and not assignable or transferable. You may not assign or transfer any account, Host rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) Spotlight’s prior express written approval.
• ORDERING SERVICES
• 2.1 Order Form. You may order the Services through an registration or order form approved and authorized by Spotlight (each an “Order Form”). Any order for the Services made pursuant to an Order Form is subject to the terms of this Agreement. An Order Form may contain additional or different terms, conditions, and information regarding the Services you are ordering as authorized and agreed to by Spotlight. In the event of any conflict or inconsistency between this Agreement and any Order Form authorized and agreed to by Spotlight, the applicable Order Form controls and governs over this Agreement, to the extent necessary to resolve the particular conflict or inconsistency only. Spotlight will provide the Services set forth in your Order Form and standard updates to the Services that we make generally available at no additional cost to similarly situated customers in the same geographic region during the applicable Initial Subscription Term or then-current Renewal Term. Spotlight may, in its sole discretion, (i) discontinue the Services, or (ii) modify the features or functionality of the Services or Software.
• 2.2 Minimum Commitment. You will maintain your minimum quantity of the Services set forth on your Order Form for the duration of the applicable Initial Subscription Term or then-current Renewal Term. Any timely and contractually available modification to the Services set forth on your Order Form will be effective only upon the commencement of your next Renewal Term, unless you request an increase in the Services, which will take effect as indicated in the applicable Order Form.
• 2.3 Outstanding Balance; Late Payment. Without limiting our rights in this Agreement, including Sections 12.7 and 14.3, you acknowledge that Spotlight is not required to provide any new Services set forth in an Order Form until all outstanding balances due and owing for existing Services are paid in full.
• ACCESS AND USE; SOFTWARE LICENSE
• 3.1 Access and Use; Software License. Subject to the terms and conditions of this Agreement, you may access and use, during the Initial Subscription Term or then-current Renewal Term, the Services as set forth on each applicable Order Form. If access to or use of any portion of the Services requires or allows for you to download, use, or install Spotlight software (“Software”), Spotlight grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use the Software in object code format on a compatible device for your internal use only, solely to access and use the Services during the applicable Initial Subscription Term or then-current Renewal Term. You acknowledge and agree that your access to and use of the Services and Software under this Section 3.1 (and as otherwise provided in this Agreement) is revocable in Spotlight’s sole discretion.
• 3.2 Documentation License. Subject to the terms and conditions in this Agreement, Spotlight grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license for you to use Spotlight-provided product and services documentation (“Documentation”) solely for your internal business purposes in connection with use of the Services or Software during the applicable Initial Subscription Term or then-current Renewal Term.
• 3.3 Ownership. You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis, and the Software and Documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, Software, or Documentation or any Proprietary Rights relating thereto. Any copies of Software will remain the exclusive property of Spotlight. The Software may include code that is licensed to you under third party license agreements, including open source software made available or provided with the Software. Without limiting the generality of the foregoing, Spotlight owns all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Services or Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Services and Software. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services, Software, or Documentation, title to which at all times vests exclusively in Spotlight. None of the Services, Software, or Documentation, or any component thereof, is or shall be deemed to be a “work made for hire,” as that term is defined in 17 U.S.C. § 101.
• RESPONSIBILITY FOR USE AND END USERS
• 4.1 Use of the Services; End User Responsibility. You will, and you will cause your End Users to, abide by and ensure compliance with, all the terms and conditions of this Agreement. Use of the Services is void where prohibited. You are responsible for your and your End Users’ access to and use of the Services and Software. You are responsible for the activities of all your End Users, including ensuring that all End Users will comply with the terms and conditions of this Agreement and any applicable Spotlight policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Services or Software, whether or not such access was expressly permitted by Spotlight.
• 4.2 Violations by End Users or Third Parties. Spotlight assumes no responsibility or liability for violations of this Agreement by End Users or any other third party that you allow, direct, or enable to access the Services or Software. If you become aware of any violation of this Agreement in connection with use of the Services or Software by any person, you must contact Spotlight at support@spotlightsystems.com
• 4.3 Liability for Content and Data. Under no circumstances will Spotlight be liable in any way for any data or other content viewed while using the Services, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content.
• 4.4 Investigation of Use. Spotlight may investigate any complaints and violations that come to our attention and may take any action, in its sole discretion, including issuing warnings, suspending or disconnecting the Services or Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking other reasonable actions in its sole discretion.
• SYSTEM REQUIREMENTS; CHANGES
• Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and Spotlight may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.
• USE OF BETA SERVICES
• If you use any beta services, products, or software offered or made available by Spotlight, then you acknowledge that your use of the services, products, or software are governed by separate Beta Program Terms of Use and not by this Agreement.
• PROHIBITED USES
• You agree that you will not, and will not permit any End Users to, directly or indirectly: (i) use the Services or Software in violation of our Acceptable Use Guidelines (which are hereby incorporated into this Agreement); (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (iii) knowingly or negligently use the Services or Software in a way that abuses, interferes with, or disrupts Spotlight’s networks, your account, Host rights, or any other user rights, or the Services; (iv) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (vi) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services or Software; (vii) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Services or Software; (viii) use the Services or Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (ix) upload or transmit any software, Customer Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services or Software; (x) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or Spotlight security systems; (xi) use the Services or Software in violation of any Spotlight policy or in a manner that violates applicable Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other Laws requiring the consent of subjects of audio and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xiii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services or Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiv) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and Spotlight.
• COMPLIANCE WITH LAWS
• You are solely responsible for your and your End Users’ compliance with all Laws that apply to your and your End Users’ access to and use of the Services and Software, including Laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow Spotlight and Spotlight’s authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Services and Software.
• DATA USAGE, LICENSES AND RESPONSIBILITIES
• 10.1 Customer Content. Data, content, communications, messages, files, documents, or other materials that you or your End Users generate or provide in connection with the Services or Software, together with any resulting transcripts, recordings, outputs, visual displays, or other content, is referred to as Customer Content.
  
  
• 10.2 Permitted Uses and Customer License Grant. Spotlight will only access, process or use Customer Content for the following reasons (the “Permitted Uses”): (i) consistent with this Agreement and as required to perform our obligations and provide the Services; (ii) in accordance with our Privacy Statement; (iii) as authorized or instructed by you; (iv) as required by Law; or (v) for legal, safety or security purposes, including enforcing our Acceptable Use Guidelines. You grant Spotlight a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for the Permitted Uses.
  
  
• 10.3 Our Obligations Over Your Customer Content. Spotlight will maintain reasonable physical and technical safeguards to prevent the unauthorized disclosure of or access to Customer Content. Spotlight will notify you if it becomes aware of an unauthorized disclosure or unauthorized access to Customer Content. Spotlight may use consultants, contractors, service providers, subprocessors, and other Spotlight-authorized third parties in connection with the delivery of the Services or Software. Spotlight will ensure that any sharing of Customer Content with an authorized third party will be in compliance with applicable Law.
• 10.4 Customer Responsibilities. You are solely responsible for compliance with all Laws and regulations pertaining to the Customer Content, including Laws requiring you to obtain the consent of a third party to use, license or generate Customer Content and to provide appropriate notices of third party rights. Spotlight may delete any Customer Content, at any time without notice to you if Spotlight becomes aware that it violates any provision of this Agreement or any applicable Laws. You retain all ownership rights in your Customer Content subject to any license or other rights granted herein.
• 10.5 Service Generated Data. Telemetry data, product usage data, diagnostic data, and similar data that Spotlight collects or generates in connection with your or your End Users’ use of the Services or Software are referred to as Service Generated Data. Spotlight owns all rights, title, and interest in and to Service Generated Data.ELIGIBILITY; 
• RESTRICTION ON USE BY CHILDREN
• 11.1 Eligibility. You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.
• 11.2 Restrictions on Use by Children. Spotlight is not intended for use by individuals under the age of sixteen (18) years old.
• PAYMENTS AND CHARGES
• 12.1 Charges. You agree that Spotlight may charge your credit card, debit card, or other payment mechanism selected by you and approved by Spotlight (“Payment Method”) for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order Form or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). As provided in Section 13, unless otherwise expressly specified an Order Form, all Charges are exclusive of Taxes and Fees. You agree to promptly update your Payment Method to allow for timely payment. Changes made to your Payment Method will not affect Charges that Spotlight submits to your chosen Payment Method before Spotlight could reasonably act on your changes. Additionally, you agree to permit Spotlight to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. Spotlight further reserves the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize Spotlight to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined.
• 12.2 Non-Cancelable and Non-Refundable Charges. You agree that all payments are non-cancelable for the Initial Subscription Term or the then-current Renewal Term, as applicable, and are final and non-refundable, unless otherwise agreed to by Spotlight, required by Law, or set forth in your Order Form.
• 12.3 Changes to Pricing. Spotlight may change prices for the Services at any time, in its sole discretion. For changes to your Charges, Spotlight will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a “Rate Change Notice”). Unless prohibited by the terms of your Order Form, any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.
• 12.4 Promotional Rates and Discounts. Prices specified in an Order Form may include a promotional rate, discount, sale, or special offer, which may be temporary and may expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term. The expiration of the discount or promotional pricing may expire without additional notice to you, unless specified in an Order Form or as required by applicable Law. Spotlight reserves the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion.
• 12.5 Collection of Charges. You agree that if Spotlight is unable to collect the Charges for the Services through your Payment Method, Spotlight may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by Spotlight in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. You further agree that, to the extent not prohibited by applicable Law, Spotlight may collect interest at the lesser of 1.5% per month or the highest amount permitted by Law on any Charges not paid when due.
• 12.6 Support Services and Updates. Spotlight will provide, at no additional costs, (i) standard support as set forth in our then-current Documentation (see Spotlight Help Center), and (ii) standard updates to the Services and Software that are made generally available by Spotlight to similarly situated customers in the same geographic region during the Initial Subscription Term or any applicable Renewal Term. In accordance with applicable Law and the terms of this Agreement, Spotlight reserves the right to (a) modify its standard support and charge you for standard support and (b) charge you for any updates to the Services or for any premium features or functionality.
• 12.7 Termination or Suspension for Nonpayment. Without limiting our rights in any other section of this Agreement, including 14.3, if any failure to pay Charges continues for five (5) calendar days following the due date, Spotlight may terminate, suspend, or disconnect your Services immediately and without prior notice.
• 12.8 Billing Communications. You agree that Spotlight may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.
• 12.9 Withdrawal; Cooling-Off Period. If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or cooling-off period, then you acknowledge that you lose any termination rights under this Section 12.9. Nothing in this Section 12.9 is intended to limit or exclude any of your rights that cannot be limited or excluded under applicable Law.
• TAXES
• 13.1 Taxes and Fees. Unless otherwise expressly specified by Spotlight as required by applicable Law, all prices shown by Spotlight and Charges for the Services on your account are exclusive of Taxes and Fees. Where applicable, Taxes and Fees will be charged on the invoices issued by Spotlight in accordance with applicable Laws. Spotlight, in its sole discretion, will (i) calculate the amount of Taxes and Fees due, and (ii) change such amounts without notice to you.
• 13.2 VAT Invoices. If required by Law, Spotlight will issue a VAT invoice, or a document that the relevant taxing authority will treat as a VAT invoice, to you. You agree that this invoice may be issued electronically.
• 13.3 Tax exemptions. If you are exempt from any Taxes and Fees, you will provide Spotlight with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities, to substantiate such exemption status. Spotlight reserves the right to review and validate tax exemption documentation. If the tax exemption documentation is not provided or not valid, Spotlight reserves the right to charge applicable Taxes and Fees to you.
• 13.4 Payment of Taxes and Withholding. You will pay Spotlight, and you are solely responsible for, any applicable Taxes and Fees. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding Taxes and Fees, as may be required by applicable Law. If any such deduction or withholding Taxes and Fees (including domestic or cross-border withholding taxes) are required on any payment, you will pay such additional amounts as necessary, such that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. You also agree to provide Spotlight with withholding tax certificates, upon Spotlight’s request, to the extent a withholding certificate is required to be sent to Spotlight under applicable Law, and you agree that Spotlight may provide your withholding tax certificate to the appropriate taxing authority without further notice to you.
• 13.5 Value-Added Tax – Customer Obligations. If Taxes and Fees are due towards the taxing authorities by you instead of Spotlight, through the reverse charge or other similar mechanism, you will provide Spotlight with all appropriate evidence for Spotlight to demonstrate your business nature, such as a valid VAT registration number (or similar information required under the relevant VAT Laws). Spotlight reserves the right to review and validate your VAT registration number. If the VAT registration number is not valid, Spotlight reserves the right to nevertheless charge the applicable VAT to you. For the avoidance of doubt, if VAT is due by you to a taxing authority, through the reverse charge or other similar mechanism, you are solely responsible for paying those amounts to the relevant taxing authority, such that Spotlight receives the full amount of payment required.
• 13.6 Tax Determination. Tax determination is principally based on the location where you have established your business based on your Customer Data, or if you are an individual, where you permanently reside. This location will be defined by Spotlight as your ‘Sold To’ address. Spotlight reserves the right to cross reference this location against other available evidence to validate whether your location is accurate. If your location is inaccurate, Spotlight reserves the right to charge you any outstanding Taxes and Fees.
• 13.7 Use and Enjoyment. If you subscribe to any Services, and those Services are used and enjoyed by a subsidiary of you in a country that is different from your location as determined pursuant to Section 13.6, you confirm that, where required, you will treat this as a supply to your subsidiary. If you subscribe to the Services and those Services are used and enjoyed by a branch or individual in a country that is different to your location as determined pursuant to Section 13.6, you acknowledge that you will inform Spotlight of the Services that have been allocated, and you acknowledge that Spotlight reserves the right to charge Taxes and Fees based on the use and enjoyment of those Services.
• 13.8 Disclosures to Taxing Authorities. In accordance with applicable tax Law, and notwithstanding any of Spotlight’s notice obligations that may arise under this Agreement, including but not limited to, Section 17.4 or pursuant to our Government Request Guide, we may disclose Customer information, including Customer Confidential Information, to a tax authority without notice to you before or after the disclosure.
• TERM; TERMINATION AND SUSPENSION
• 14.1 Term; Automatic Renewal. Each Order Form will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your Order Form expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal Term for the Services will begin automatically at the end of the then-current Initial Subscription Term or Renewal Term, as the case may be, unless either party provides written notice of termination or modification of the Services provided under such Order Form (i) at least thirty (30) calendar days prior to the commencement of the next Renewal Term, or (ii) within the notice period required by applicable Law (collectively, (i) and (ii), the “Renewal Notice Period”). In order to terminate or modify the affected Services, you must provide notice to Spotlight, via the billing portal (if available for your account) or in an email to support@spotlightsystems.net, in accordance with the Renewal Notice Period. Any statutory rights you may have under the applicable Laws to terminate your Services at an earlier time during the Initial Subscription Term or any given Renewal Term remains unaffected by this clause, and, if required by applicable Law, we will send you a reminder notice prior to the commencement date of the Renewal Term (and in accordance with the notice periods specified in this Agreement or other such deadline set by applicable Law that may apply to you) reminding you of your right to terminate the affected Services and how to do so.
• 14.2 Customer Termination. You may find information on how to terminate your account and Services located here. If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice pursuant to Section 14.1. You may terminate this Agreement by providing written notice of termination if Spotlight has materially breached this Agreement and has not cured such material breach within thirty (30) business days of Spotlight’s receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend Spotlight has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.
• 14.3 Spotlight Termination Rights and Suspension. Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, Spotlight may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If Spotlight chooses to suspend your Services and the failure to comply continues, Spotlight may exercise any or all of its termination rights in this Section 14.3. Additionally, Spotlight may terminate this Agreement, for any reason or no reason, upon thirty (30) business days’ advance notice.
• 14.4 Effect of Termination or Suspension. Upon any termination of this Agreement, you must cease any further use of the Services and Software, except for any access rights granted in Section 14.5. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that Spotlight may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.
• 14.5 Deletion and Access to Customer Content After Termination. For thirty (30) calendar days following expiration or termination of this Agreement, Spotlight will provide you access to retrieve your Customer Content, after which time your Customer Content will be deleted according to applicable Law, this Agreement, and our regularly scheduled deletion protocols, policies, and procedures. All access during the period set forth in this Section 14.5 is provided to you subject to and governed by this Agreement.
• MODIFICATIONS TO THIS AGREEMENT
• 15.1 General Changes. Spotlight may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section 15.1. Changes to these Terms of Service will be posted here or in our Service Description located here, which you should regularly check for the most recent version and also save the most up to date version in your files. When Changes are made, Spotlight will indicate the effective date of the Changes at the top of the Terms of Service located here or in our Service Description located here. Changes to this Agreement do not create a renewed opportunity to opt out of arbitration (if applicable). If you continue to use the Services after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, Spotlight may notify you of a Change and also may request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, Spotlight will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.
• 15.2 Other Changes. You agree that Spotlight may modify, delete, and make additions to its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage. In most instances, you may subscribe to these webpages using an authorized email in order to receive certain updates to policies and notices.
• 15.3 Change Notifications. It is your responsibility to keep your email address up to date for any notices that Spotlight may send to you from time to time and to regularly review this Agreement by reviewing these Terms of Service and the Services Description.
• Spotlight PROPRIETARY RIGHTS; FEEDBACK
• 16.1 Feedback. If you or any of your employees, contractors, agents, or End Users send, transmit, or otherwise provide any feedback, comments, suggestions, questions, or the like, regarding the Services or Software, including any ideas, know-how, concepts, enhancements, recommendations, or other information relating to the Services or Software, including suggesting or recommending changes to the Services or Software such as new features or functionality relating thereto (collectively, “Feedback”), you acknowledge that (i) Spotlight owns, and Spotlight shall retain ownership of, all right, title, and interest in and to such Feedback, including any Proprietary Rights therein, and (ii) Spotlight may, but is not required to use, the Feedback, including any Proprietary Rights therein, for any purpose whatsoever without any attribution, financial compensation, or reimbursement of any kind to you or any third party. You hereby unconditionally and irrevocably assign and agree to assign to Spotlight on your behalf, and you shall cause your employees, contractors, agents, and End Users to unconditionally and irrevocably assign and agree to assign, all right, title, and interest in and to the Feedback, including all Proprietary Rights relating thereto. All Feedback is and will be treated as Spotlight Confidential Information until Spotlight, in its sole discretion, chooses to make any specific Feedback non-confidential.
• 16.2 Ownership of Spotlight Property. Spotlight, its affiliates, its licensors, and suppliers (as applicable) own and shall retain ownership of (i) all Service Generated Data (as provided in Section 10.5), (ii) all Feedback (as provided in Section 16.1), (iii) the Services and Software, and any underlying or other technology and intellectual property embodied or contained in, used to provide or support, or otherwise associated or provided in connection with, the Services or Software, including all Proprietary Rights related thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like (whether registered or unregistered) (“Spotlight Marks”) associated or displayed with the Services or Software, together with the goodwill associated with any of the foregoing Spotlight Marks (all of the foregoing, collectively “Spotlight Property”). You may not frame or utilize framing techniques to enclose any Spotlight Marks, or other proprietary materials or information (including images, text, page layout, or form) of Spotlight without our express prior written consent. You may not use any meta tags or any other “hidden text” utilizing Spotlight Marks without our express prior written consent. No rights to use the Spotlight Marks are provided to you herein.
• 16.3 Reservation of Rights. Spotlight reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any Spotlight Property or other intellectual property provided in connection with this Agreement or the Services or Software.
• CONFIDENTIALITY
• 17.1 Definition. “Confidential Information” means: (i) with respect to Spotlight, any information disclosed by, for, or on behalf of Spotlight, directly or indirectly, to you or any End User in connection with this Agreement, the Services or Software, or learned or accessed by you or any End User in connection with the Services or Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or the End User or reasonably should be understood by you or the End User to be confidential (“Spotlight Confidential Information”); and (ii) with respect to you, any information disclosed by you to Spotlight that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”). Customer Content is not Customer Confidential Information; however, Customer Content will be protected in accordance with Section 10.3.
• 17.2 Exclusions. Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.
• 17.3 Obligation of Confidentiality. You and Spotlight shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor Spotlight will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, Spotlight also may disclose Customer Confidential Information to its consultants, contractors, service providers, subprocessors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.
• 17.4 Permitted and Compelled Disclosures. Notwithstanding the restrictions in this Section 17 and without limiting any other rights of Spotlight, including our disclosure rights without notice in Section 13.8, we may disclose Customer Confidential Information received in connection with this Agreement, the Services, or Software to the extent authorized in our Government Request Guide or as required by applicable Law; provided, however, that Spotlight will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable Law; or (ii) determined by Spotlight in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Services, Software, or Spotlight’s rights or property.
• THIRD PARTY PROPRIETARY RIGHTS
• You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with your or your End Users’ use of the Services or Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Content to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Content and receive all Customer Content in the form provided by Spotlight, in connection with your or your End Users’ use of the Services or Software. Spotlight may deny access to the Services to any End User who is alleged to infringe another person’s Proprietary Rights and may remove any stored Customer Content upon Spotlight’s receipt of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting the foregoing, if you believe that any of your Proprietary Rights have been infringed in connection with the Services, notify Spotlight as specified here.
• APPLE iOS TERMS OF USE
• By accessing or downloading a Spotlight application from the Apple App Store, you are agreeing to Apple’s Licensed Application End User License Agreement (“Apple Terms”). This Agreement governs if there is a conflict with the Apple Terms.
• MEDICAL DEVICE
• You agree that Spotlight Services and any Software provided under this Agreement, even if also subject to a separate business associa