Terms

Terms of service

These terms are a legally binding agreement between you and BackSpin governing your use of the BackSpin platform, extensions, CLI, website, and related services. BackSpin is an open attention exchange, not a guarantee of clicks, sales, revenue, earnings, or investment outcome. Please read them in full.

Last updated June 2026

1. Acceptance of Terms#

These Terms of Service (this "Agreement") constitute a legally binding agreement between you ("you," "your," or "User") and BackSpin ("BackSpin," "we," "us," or "our"), governing your access to and use of the BackSpin platform, its editor extensions (including for Visual Studio Code and Cursor), IDE plugins, command-line (CLI) wrappers, browser extension, website, and related services (collectively, the "Service").

By installing BackSpin, creating an account, accessing our website, placing a bid, or otherwise using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to all of its terms, you must immediately discontinue use of the Service and uninstall the producer.

This Agreement applies to all users of the Service, including: (i) developers and publishers who use BackSpin to earn from verified attention during AI wait states ("Earning Users"); (ii) advertisers who buy attention and discovery through the open bid market ("Advertisers"); and (iii) all other visitors to our website or users of our services.

If you are using the Service on behalf of an organization, entity, or employer, you represent and warrant that you have authority to bind that organization to this Agreement, and references to "you" include both the individual and the organization.

2. Definitions#

The following terms have the meanings set out below throughout this Agreement:

Core terms

  • "Ad Content" or "Advertising Materials" means any text, logo, link, or other materials an Advertiser submits for display through the Service.
  • "AI Wait-State" or "Wait-State" means the period during which an AI coding assistant or AI tool is processing, reasoning, or generating, during which BackSpin can surface a sponsored discovery card.
  • "Attention Window" means a single captured wait state, with its focus and activity samples, duration, and context, shipped to BackSpin after the wait ends for scoring.
  • "AttentionScore" means the published 0 to 100 score computed for each Attention Window: activity + focus + session_quality + workflow_relevance + trust_score - fraud_risk.
  • "Attention-Second" means one second of human attention during a wait state, discounted by quality (weighted_attention = raw_seconds x AttentionScore / 100). It is the core billable unit of the Service.
  • "Discovery Card" means the sponsored unit served during a wait state: a square brand logo, one short headline, a destination link, and rating controls.

Market and pricing terms

  • "Bid Market" or "Auction" means the open, real-time allocation system through which Advertisers compete for share of voice. It is not a highest-bid-wins auction.
  • "CPAS" means the cost per 1,000 quality-adjusted Attention-Seconds, the single pricing unit on BackSpin.
  • "CPAS Bid" or "Bid" means the price per 1,000 Attention-Seconds an Advertiser offers; it sets share of voice, not a guaranteed volume.
  • "Budget" means the total amount an Advertiser commits to a campaign; it caps spend and is charged separately from the CPAS Bid.
  • "CampaignScore" means the multi-factor delivery score: bid_weight x relevance x attention_quality x user_preference x advertiser_reputation x fairness_factor.
  • "Clearing Price" means the live CPAS the market is settling at, computed server-side and bounded by the highest active bid.
  • "Share of Voice" means an Advertiser's proportional slice of total delivery, not a fixed number of impressions.
  • "Advertiser Reputation" means the 0 to 100 score for a campaign, driven by how developers rate and engage with its cards.

Account and accounting terms

  • "Producer" or "Extension" means the BackSpin CLI wrapper, editor extension, IDE plugin, or browser extension a User installs to enable the Service.
  • "Reward Credits" or "Earnings" means the credits an Earning User accrues for verified attention, convertible to USD at the published rate of 1,000 credits = $5.00.
  • "Revenue Split" means the share of net attention value paid to Earning Users, 50% by default, configurable by BackSpin with per-surface, per-partner, or per-campaign overrides.
  • "TrustRank" means the quality score for the human giving attention, a live term in AttentionScore, distinct from Advertiser Reputation.
  • "Ledger" means BackSpin's internal accounting record of attention windows, deliveries, earnings, spend, and payouts.
  • "Payment Threshold" means the minimum balance required before a payout is initiated, currently US $10.00, subject to change.

3. Eligibility#

3.1 General requirements

You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements and that all information you provide is accurate, complete, and current.

3.2 Employer authorization

If you install or use the Service on a device owned or controlled by an employer, organization, or other third party, you represent and warrant that you have all necessary authorizations to install software that surfaces sponsored discovery, and that your use does not violate any employment agreement, company policy, code of conduct, or applicable law.

3.3 Geographic restrictions

The Service is available only where its operation is lawful. We may restrict access from any jurisdiction at any time. You are solely responsible for compliance with all applicable local laws, rules, and regulations.

3.4 Account limitations

Each natural person may maintain only one (1) Earning User account. Creating multiple earning accounts, using automated systems to create accounts, pooling devices or identities, or coordinating with others to circumvent account limits is a material breach of this Agreement and a trigger for BackSpin's farm-detection systems.

4. Description of the Service#

4.1 Overview

BackSpin operates an open attention exchange that surfaces useful, sponsored discovery during AI wait states across supported development environments and AI tools. It captures each wait as an Attention Window, scores the attention for quality and authenticity, records aggregate market data on a public board, and shares revenue with the developers whose attention it measures.

4.2 For Earning Users

After installing the producer and signing in, an Earning User sees a short sponsored discovery line during AI wait states. Each wait becomes an Attention Window scored on the published AttentionScore formula. Qualifying windows accrue Reward Credits, with the developer keeping 50% of the net attention value by default. The split is not guaranteed and may vary by dynamic calculation and configured overrides. Payouts are subject to the Payment Threshold and the other conditions in this Agreement.

4.3 For Advertisers

Advertisers buy quality-adjusted Attention-Seconds, priced per 1,000 (CPAS). You set a CPAS Bid and a Budget; the bid sets your share of voice and the budget caps your spend. Delivery is allocated by a base fairness floor plus purchased share of voice, ranked by the multi-factor CampaignScore, never highest-bid-wins. The public board shows the live clearing price and the bid needed to lead. Amounts are spent as eligible attention is delivered; see Sections 7 and 8 for refunds and billing.

4.4 No guarantee of availability or results

We do not guarantee that the Service will be available at all times, that impressions or attention will be served continuously, or that any minimum level of earnings, reach, conversions, or business results will be achieved. The Service depends on third-party platforms (including editors, AI tools, and payment and infrastructure providers) outside our control.

5. User Accounts & Registration#

5.1 Account creation

BackSpin uses Clerk for authentication. To participate in the Earnings Program or run ongoing campaigns, you must create an account with accurate, complete information and keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

5.2 Account security

You agree to use a strong, unique password, not to share your credentials, and to notify us immediately of any unauthorized use or security breach. We are not liable for loss arising from your failure to meet these obligations.

5.3 Account ownership

Accounts are personal to the registered user and may not be transferred, sold, or assigned without our prior written consent. An unauthorized transfer attempt results in immediate termination and forfeiture of unpaid earnings.

5.4 Quick bids and account linking

Advertisers may place a quick bid with only an email, without a full account, and pay with crypto or PayPal. A public receipt code lets you track those orders and later link them to a full account from Sync & connect.

5.5 Advertiser verification

Advertisers may be asked for additional verification, including business details, payment-method verification, or representative identification. Failure to provide requested documentation may result in suspension or rejection of campaigns.

6. Earnings Program for Users#

6.1 Earnings accrual

Earning Users accrue Reward Credits for qualifying Attention Windows on their authenticated devices. The default Revenue Split is 50% of the net attention value attributable to the user, subject to dynamic calculation, configured overrides, and the other terms of this Agreement. Credits convert to USD at 1,000 credits = $5.00.

6.2 Qualifying windows

An Attention Window earns only when all of these hold: the card was genuinely on screen during a live wait state for at least 3 seconds; the wait came from a real, human-initiated request, not a script, bot, or loop run only to spin the spinner; the producer is properly installed, signed in, and connected; the window was focused with genuine activity on a valid session; you are within the applicable caps; and the window is not rejected by the fraud_risk term. Only your own foreground waits count; background sub-agent or multi-agent waits do not accrue, and accrual pauses when your editor is closed.

6.3 Usage caps

BackSpin may set, modify, or enforce per-user spacing and hourly, daily, or other periodic caps on qualifying windows and accrued earnings, in its sole discretion and without prior notice. Activity exceeding a cap is non-billable. Caps may apply globally, per region, per tier, or per account. Exact cap values are not published and move with abuse patterns; ordinary genuine coding is always covered.

6.4 Revenue split and rate adjustments

BackSpin may adjust the Revenue Split, the credit-to-USD rate, fees, caps, and payout schedules at any time on reasonable notice (which may be posted on the website or shown in the producer). Changes apply prospectively and do not reduce earnings already accrued at the time of the change.

6.5 Payout mechanics and minimum

Accrued credits remain on your account balance until disbursed. You may request a payout from the Withdraw page once your available balance meets the Payment Threshold (currently US $10.00). Crypto rails (USDT, Litecoin, Bitcoin) are available now; PayPal is coming. Every payout is reviewed and approved by an admin before funds are sent, and you see the exact net you will receive before you confirm.

You are responsible for providing accurate payout details and for all taxes, fees, and regulatory obligations associated with receiving payments. Crypto payouts cannot be reversed once sent, so you must verify your wallet address before requesting.

6.6 Withdrawal fees

Withdrawals may carry a platform fee, always itemized before you confirm: a percentage of the amount with an optional minimum floor, plus an optional flat fee, so the fee equals max(amount x percentage, minimum) + flat. Network fees, conversion loss, and provider minimums for crypto may further reduce the amount actually received.

6.7 Payout holds and corrections

All balances are estimates subject to correction, reconciliation, and audit. BackSpin may withhold payouts pending fraud review, deduct amounts tied to fraudulent, invalid, or reversed activity, recover overpaid amounts from future earnings or by direct demand, and refuse a payout that would create sanctions, regulatory, or other compliance risk or would otherwise be unlawful.

6.8 Forfeiture

On termination for any reason, unpaid earnings below the Payment Threshold are forfeited. If termination results from a breach of this Agreement, all unpaid earnings are forfeited regardless of balance. Earning Users have no property interest in pending or accrued earnings until actually disbursed.

6.9 Taxes

Payments to Earning Users are revenue-sharing distributions attributable to verified attention, not wages or compensation for services. You are not an employee, contractor, or agent of BackSpin. The tax treatment of these payments depends on your individual circumstances and applicable law.

You are solely responsible for reporting all payments, paying all applicable taxes, and meeting any estimated-payment and record-keeping obligations in your jurisdiction. Where required by law, BackSpin may collect tax information from you and issue or file information returns, and payments to non-residents may be subject to withholding unless a reduced rate applies. Nothing in this Agreement or on our website is tax, legal, or accounting advice; consult your own advisor.

7. Advertising Program for Advertisers#

7.1 Campaigns and bidding

Advertisers create campaigns by submitting one or more Discovery Cards and setting a CPAS Bid and a Budget. The bid sets share of voice; the budget caps spend. You can raise your bid at any time to compete for more share of voice. A new campaign starts pending until it is paid for and, where review applies, approved.

7.2 Allocation is not highest-bid-wins

Delivery is allocated by a base fairness floor plus purchased share of voice, ranked by CampaignScore = bid_weight x relevance x attention_quality x user_preference x advertiser_reputation x fairness_factor. Because the factors multiply, one weak link drags the whole score down: you cannot outbid an irrelevant match, a badly-rated card, or a category a developer has muted, and a trusted advertiser who bids less can outrank a higher raw bid.

7.3 Spend and non-refundable delivery

Budget is consumed as eligible, verified attention is delivered. Attention already delivered and verified is spent and non-refundable. BackSpin may, in its sole discretion, credit attention that its systems determine was not delivered in accordance with campaign parameters. See the Refund Policy for unused-balance and quick-bid handling.

7.4 Ad Content requirements

Advertisers warrant that all Ad Content complies with applicable law; does not infringe intellectual property; is not false, misleading, or defamatory; does not promote illegal products or activities; does not contain malware, phishing, or harmful code; and meets the content rules below. Cards are structured data, not markup: you submit fields and BackSpin composes and safety-validates them.

7.5 Content prohibitions

Without limitation, Ad Content may not: promote gambling where prohibited; promote alcohol, tobacco, or controlled substances unlawfully; contain adult content, hate speech, or discriminatory material; make unsubstantiated health or financial claims; impersonate BackSpin or any third party; advertise malicious MCP servers, credential collection, or destinations that harm developers; or violate the intellectual property, privacy, or publicity rights of any person.

7.6 Right to reject or remove

BackSpin may reject, remove, or suspend any Ad Content or campaign at its sole discretion, including for policy violations, user complaints, or brand-safety concerns. Campaigns can require manual review before delivery. No refund is provided for removed campaigns unless BackSpin determines removal was erroneous.

7.7 Measurement and attribution

In an AI wait there is often nothing to click, so BackSpin measures verified attention and recall: saves, later visits, brand searches, installs, API-key creation, and deal redemptions. Each served card carries a signed token on its link; saves are recorded automatically, and your systems report other conversions back by echoing that token. The signature is the credential, so you may not report a conversion for a card you were not served, and you cannot be credited for one you did not earn. BackSpin makes no representation regarding conversion rates, return on investment, or business outcomes.

8. Payment Terms & Conditions#

8.1 Advertiser payment

Advertisers pay up front: a quick bid or campaign checkout is charged at the time it is placed, funding the campaign's delivery. You agree to pay all charges incurred in connection with your account and represent that you are authorized to use the payment method provided.

8.2 Payment methods

BackSpin accepts crypto through NOWPayments and card or PayPal-login payments through PayPal (Orders v2) on a hosted page. When more than one provider is enabled you choose your method at checkout; if only one is configured, it is used automatically. Each provider runs in a live or sandbox environment shown in the admin payment-providers panel, so it is never ambiguous which is charging real money.

8.3 Disputes and chargebacks

Notify BackSpin of any billing dispute in writing within thirty (30) days of the charge. Initiating a chargeback or payment dispute without first attempting to resolve the issue with BackSpin is a material breach and may result in immediate account holds or termination. Undisputed amounts remain payable.

8.4 Developer payouts

Developer payouts of earned credits are governed by Section 6. Payout requests are reviewed and approved by an admin before funds are sent; we may delay a payout pending fraud review or verification of payout details.

9. Fraud Prevention, Abuse & Enforcement#

9.1 Strict prohibition on fraud

BackSpin maintains a zero-tolerance policy for fraud, abuse, and manipulation. The following are strictly prohibited and are material breaches of this Agreement:

  • Synthetic attention: triggering wait states artificially, running meaningless or repetitive prompts solely to generate views, or botting and scripting IDE or CLI interactions.
  • Multi-account and farm abuse: creating or operating multiple earning accounts, pooling devices or identities, or coordinating account networks to aggregate earnings.
  • Metric manipulation: interfering with, altering, replaying, or falsifying telemetry, attention windows, attribution events, or any metric used to calculate earnings or charges.
  • Reverse engineering: decompiling or reverse engineering the producer, or intercepting, modifying, or spoofing communications between the producer and BackSpin servers.
  • Circumvention: evading usage caps, geographic restrictions, account limits, or other controls, including by rotating networks or devices.
  • Advertiser abuse: phishing, malware, fake grants, misleading claims, impersonation, dark patterns, or destinations that harm developers.

9.2 Detection

Fraud risk is scored on every Attention Window as the fraud_risk term subtracted in AttentionScore, catching superhuman input rates, fabricated samples, and durations implausibly longer than the real wait. A cross-account farm engine groups accounts by a one-way keyed hash of the install IP (the raw IP is never stored) plus an optional client fingerprint, flagging or blocking cohorts that look like farms. You acknowledge that your use is monitored for these purposes.

9.3 Enforcement actions

On detection or reasonable suspicion of fraud or abuse, BackSpin may, in its sole discretion and without prior notice: reject attention; void some or all ledger entries tied to the activity; withhold or reverse pending payouts; recover funds already paid, including by offsetting future earnings or pursuing collection; suspend, flag, or block the account; pause or remove campaigns; and refer the matter to authorities. A blocked account still has its windows scored but earns zero reward.

9.4 Burden of proof

In any dispute over the legitimacy of attention, deliveries, or earnings, BackSpin's determination based on its internal records and detection systems is presumptively valid, and you bear the burden of proving, by clear and convincing evidence, that the disputed activity was legitimate.

9.5 Clawback and overpayment

If fraud is detected after payout, BackSpin may recover paid funds by deducting from future earnings, direct demand, or referral to collections; you consent to these methods. If earnings were overstated by technical error independent of misconduct, BackSpin may correct the ledger and recover the overpayment within ninety (90) days.

9.6 Human review of automated enforcement

Some enforcement decisions may be made by automated means. Where a decision based solely on automated processing produces legal or similarly significant effects for you, you may obtain human review, express your view, and contest the decision by contacting [email protected] within sixty (60) days; a qualified person who was not solely responsible for the original decision will re-examine it. Pending review, BackSpin may maintain protective measures, including suspension and withholding of disputed earnings.

10. Data Collection, Privacy & Telemetry#

10.1 Scope of collection

BackSpin collects only what is needed to credit earnings, bill advertisers, prevent fraud, attribute recall, and operate the Service. For attention it records metadata only: timestamps, focus and activity samples, window duration, tool or editor type, estimated wait length, delivery records, ratings, saves, and aggregate attribution events. For fraud prevention it records the install origin as a one-way keyed hash of the IP (never the raw IP) plus an optional opaque fingerprint.

10.2 What BackSpin does not collect

BackSpin does not collect, access, or store the content of your code, prompts, queries, AI responses, generated code, conversation history, files, file names, or repository names. Attention rows are structurally limited to the metrics above and carry no field capable of holding your code or prompts.

10.3 Use and public surfaces

Data is used to score attention, estimate TrustRank, detect fraud, allocate share of voice, report campaign performance, credit rewards, and publish aggregate market data. Public surfaces show aggregate stats, campaign names, bid weights, categories, clearing price, and reputation; they never expose an individual's private activity.

10.4 Third-party processors

BackSpin relies on subprocessors for authentication (Clerk), crypto payments (NOWPayments), card and PayPal payments (PayPal), hosting and storage, and transactional email over the configured SMTP transport. Providers process data under their own policies; BackSpin stores only what is needed for reconciliation, receipts, refunds, and fraud review, and never raw card numbers.

10.5 Retention, deletion, and security

Records are retained as long as needed for ledger integrity, fraud analysis, and tax, accounting, and legal obligations. You can request account deletion or data review; some aggregate ledger records may remain because the exchange needs auditable historical totals. BackSpin maintains technical and organizational safeguards (encryption in transit and at rest, least-privilege access, secrets management, logging, and rate-limiting), but no system is perfectly secure. See the Privacy Policy for details.

11. Third-Party Platform Risks & Acknowledgments#

11.1 Integration acknowledgment

You acknowledge that the BackSpin producer integrates with third-party software, editors, AI tools, and AI assistants to detect wait states and surface discovery during them. The Service depends on the behavior, APIs, and uptime of those platforms.

11.2 Third-party terms

Your use of BackSpin should not violate the terms of service or acceptable-use policies of the editors, AI tools, or platforms you use it with. You bear sole responsibility for ensuring your use complies with all applicable third-party terms. BackSpin does not represent or warrant that any use of the producer is permitted by any third-party platform.

11.3 Platform changes and disruption

Third-party platforms may change their software or APIs, implement measures that block or interfere with BackSpin, change their terms, or take action against users. BackSpin is not liable for any loss or interruption resulting from third-party changes or enforcement, and provides no guarantee of continuous operation, though we use commercially reasonable efforts to maintain compatibility.

11.4 No affiliation

BackSpin is not affiliated with, endorsed by, or sponsored by Anthropic, OpenAI, Microsoft, GitHub, Google, or any other platform provider. References to their products are descriptive only and imply no relationship with the respective trademark owners.

11.5 Assumption of risk

By installing and using the producer, you assume the risks of third-party platform interactions, including possible account actions by those platforms, data loss or service interruption, conflicts with other extensions, and vulnerabilities arising from the producer's interaction with third-party software.

12. Termination & Account Suspension#

12.1 By you

You may terminate your account at any time through your account settings or by contacting support. Termination does not relieve you of obligations incurred beforehand and does not affect provisions that by their nature survive.

12.2 By BackSpin

BackSpin may suspend or terminate any account, restrict access, or discontinue the Service, in its sole discretion and without prior notice, for any reason, including breach of this Agreement, suspected fraud or abuse, legal or regulatory request, extended inactivity, or business discontinuation.

12.3 Effect of termination

On termination, all licenses end and you must stop using the Service and uninstall the producer. Accrued earnings below the Payment Threshold are forfeited; termination for cause forfeits all unpaid earnings regardless of balance. We may delete account data per Section 10, and provisions intended to survive will survive. Terminated users have no right to reinstatement.

13. Intellectual Property Rights#

13.1 BackSpin ownership

All right, title, and interest in the Service, including the producer, website, software, scoring and allocation algorithms, market systems, trademarks, and associated intellectual property, are and remain the exclusive property of BackSpin and its licensors. This Agreement conveys no ownership interest.

13.2 Limited license to users

Subject to your compliance with this Agreement, BackSpin grants you a limited, non-exclusive, non-transferable, revocable license to install and use the producer for its intended purpose and to access the website and platform features. This license does not permit modification, distribution, derivative works, reverse engineering, or removal of proprietary notices.

13.3 Advertiser content license

By submitting Ad Content, an Advertiser grants BackSpin a worldwide, non-exclusive, royalty-free license to reproduce, display, and transmit it through the Service, to format it as needed technically, and to use the Advertiser's name and marks in connection with delivery. This license ends when the campaign ends or the account is terminated.

13.4 Feedback

Any feedback or suggestions you provide may be used by BackSpin without restriction, compensation, or attribution, and you assign to BackSpin all right, title, and interest in such feedback.

14. Disclaimers & Warranties#

14.1 Service provided as is

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, BACKSPIN DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

14.2 No guarantee of results

BACKSPIN DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR EXPECTATIONS, THAT EARNINGS OR REACH WILL REACH ANY LEVEL, THAT CAMPAIGNS WILL ACHIEVE ANY BUSINESS RESULT, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT IS FREE OF HARMFUL COMPONENTS.

14.3 Third-party content

BackSpin does not endorse or assume responsibility for any Ad Content, destination websites, or third-party products advertised through the Service. Transactions between users and advertisers are solely between those parties.

15. Limitation of Liability#

15.1 Exclusion of consequential damages

TO THE FULLEST EXTENT PERMITTED BY LAW, BACKSPIN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

15.2 Liability cap

BACKSPIN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE AMOUNT YOU PAID BACKSPIN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

15.3 Essential purpose

THESE LIMITATIONS APPLY REGARDLESS OF WHETHER BACKSPIN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow certain exclusions, so parts of this Section may not apply to you.

16. Indemnification#

16.1 User indemnification

You agree to defend, indemnify, and hold harmless BackSpin and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Service, your breach of this Agreement or any third-party terms, any dispute with your employer or a third party over your use of the producer, and your violation of any law.

16.2 Advertiser indemnification

Advertisers additionally agree to defend, indemnify, and hold harmless BackSpin from claims arising out of Ad Content and the products or services promoted, destination websites, infringement of intellectual property or other rights, false or misleading claims, and breach of any representation or warranty in this Agreement.

16.3 Procedure

BackSpin will provide prompt notice of any indemnified claim. The indemnifying party controls the defense and settlement, provided BackSpin may participate with its own counsel at its expense and no settlement that adversely affects BackSpin's rights is made without its consent.

17. Dispute Resolution & Arbitration#

17.1 Informal resolution

Before starting any formal proceeding, you agree to contact BackSpin and negotiate in good faith for at least thirty (30) days following written notice of the dispute.

17.2 Binding arbitration

Except for disputes about intellectual property or claims for injunctive relief, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered under the rules of a recognized arbitration body, conducted in the governing jurisdiction identified in Section 17.5, with judgment on the award enterable in any court of competent jurisdiction.

17.3 Class action waiver

ANY PROCEEDING, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS-WIDE ARBITRATION.

17.4 Jury trial waiver

TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

17.5 Governing law

This Agreement is governed by the laws of the jurisdiction in which BackSpin is established, without regard to conflict-of-law principles, except where mandatory local consumer-protection or data-protection law applies to you. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

18. CCPA & State Law Rights#

18.1 Scope

This Section supplements the privacy disclosures elsewhere in this Agreement and applies to United States state-law privacy rights. Users in the EEA, the United Kingdom, and Switzerland should also review Section 22.

18.2 Categories collected

BackSpin may collect identifiers (account ID, email, hashed IP), commercial information (transactions, payout details), and internet or network information (tool or editor type, producer version, interaction metadata). It does not collect the content of your code or prompts.

18.3 No sale of personal information

BackSpin does not sell or share personal information as those terms are defined under the California Consumer Privacy Act. Advertisers receive only aggregate, de-identified attention and attribution statistics. If our practices ever change, we will update this Section and provide any required opt-out.

18.4 Your rights

California residents may request disclosure of the categories and specific pieces of personal information collected, request deletion or correction, and not receive discriminatory treatment for exercising these rights. Residents of other states with comparable privacy laws (including Virginia, Colorado, Connecticut, and Utah) may have similar rights. Contact us at the address in Section 23 to exercise them.

20. Modifications to Terms#

20.1 Right to modify

BackSpin may modify this Agreement at any time. Except for material changes (see 20.2), changes take effect on posting of the revised Agreement on our website or through the producer. The "Last updated" date indicates when changes were last made.

20.2 Material changes

For material changes to the Revenue Split or earnings methodology, data-collection practices, dispute-resolution procedures, or liability limitations, we will provide at least thirty (30) days' notice before they take effect, by email, producer notification, or website posting.

20.3 Continued use

Your continued use of the Service after a modification constitutes acceptance of the modified terms. If you do not agree, you must discontinue use and uninstall the producer.

21. General Provisions#

21.1 Entire agreement and severability

This Agreement is the entire agreement between you and BackSpin regarding the Service and supersedes prior agreements. If any provision is held invalid, the rest remain in effect and the invalid provision is modified to the minimum extent needed to be enforceable.

21.2 Waiver and assignment

No waiver is effective unless in writing, and failure to enforce a right is not a waiver of future enforcement. You may not assign this Agreement without our consent; BackSpin may assign it in connection with a merger, acquisition, or sale of assets.

21.3 Force majeure

BackSpin is not liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, fire, flood, strikes, or failures of third-party platforms, networks, or infrastructure.

21.4 Export, electronic communications, and no agency

You represent that you are not located in an embargoed jurisdiction or on a prohibited-party list. By using the Service you consent to receive electronic communications, which satisfy any legal requirement for written communication. No agency, partnership, joint venture, or employment relationship is created by this Agreement. Section headings are for convenience only.

22. International Users (GDPR, UK GDPR & Cross-Border Data Protection)#

22.1 Scope and controller

This Section applies to Users in the European Economic Area, the United Kingdom, and Switzerland, and to any other User to the extent the GDPR, UK GDPR, or a comparable law applies. It supplements Section 10 and controls in the event of a conflict for the Users it covers. BackSpin is the controller of personal data processed in connection with the Service; contact us at the address in Section 23 for any data-protection matter.

22.2 Lawful bases

We process personal data only where we have a lawful basis:

  • Performance of a contract: creating and operating your account, serving discovery, measuring the attention that generates earnings, crediting and disbursing earnings, and providing support. The Earnings Program cannot operate without this processing.
  • Legitimate interests: preventing and investigating fraud, abuse, and security threats, protecting honest participants, maintaining ledger integrity, and securing and improving the Service, weighed against your rights.
  • Legal obligations: tax reporting, anti-money-laundering and sanctions screening, financial record-keeping, and lawful requests from authorities.
  • Consent: only for genuinely optional processing, withdrawable at any time without affecting prior lawful processing.

22.3 Your rights

Subject to applicable conditions and exceptions, you may access, rectify, erase, restrict, or port your personal data, object to processing based on legitimate interests, withdraw consent, and not be subject to a decision based solely on automated processing that produces legal or similarly significant effects (see Section 9.6). These rights are subject to the fraud-prevention, financial, and legal-retention exceptions in Section 10; where we cannot fully comply, we will explain why.

22.4 Transfers and complaints

BackSpin is established in the United States, and personal data may be processed there and in other countries where our subprocessors operate. Where we transfer data out of the EEA, the UK, or Switzerland, we rely on an appropriate safeguard such as the Standard Contractual Clauses, the UK International Data Transfer Addendum, or an adequacy decision. You may lodge a complaint with your local data-protection supervisory authority, though we welcome the chance to address your concerns first.

23. Contact Information#

If you have questions, concerns, or requests regarding this Agreement or the Service, contact us by email:

Email

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