Please read this entire Terms of Service agreement ("Agreement"). These terms and conditions ("Terms") apply to both the Paid Services (Subscription) and Trial Services offered by Sperse. By using our services, you agree to follow and be bound by the Terms of this Agreement.
Subject to the terms of this Agreement, We will use commercially reasonable efforts to provide You access to the Services, except for planned downtime and any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, power blackouts, a cyber-attack, act of any level of government, inclement weather conditions, fire, earthquake, civil unrest, act of terror, medical epidemic, data center issues, problems caused directly by a third party integration, and failure on the part of any company that We depend on for Our Service. For clarification, unavailability includes situations where access to the Services impacts all users or only a subset of users.
You agree that You will not under any circumstances:
When You create Your own personalized account, You may be able to provide ("User Content"). You are solely responsible for the User Content that You post, upload, link to or otherwise make available via the Service. You agree that We are only acting as a passive conduit for Your online distribution and publication of Your User Content. We, however, reserve the right to remove any User Content from the Service at Our discretion.
The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, You agree as follows:
You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that You make available or access through Your use of the Service is solely Your responsibility. We are not responsible for any public display or misuse of your User Content. We do not, and cannot, pre-screen or monitor all User Content. However, at Our discretion, We, or technology We employ, may monitor and/or record Your interactions with the Service.
Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by Us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the Service and neither do We adopt nor endorse, nor are We responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Us. We take no responsibility and assumes no liability for any User Content that You or any other user or third-party posts or sends over the Service. Under no circumstances will We be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or, transmitted to users.
Though We strive to enforce these Terms, you may be exposed to User Content that is inaccurate or objectionable. We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms or engages in any activity that violates the rights of any person or entity or which We deem unlawful, offensive, abusive, harmful or malicious. We shall have the right to remove any such material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law.
As part of the Service, We may provide you with convenient links to third party website(s) ("Third Party Sites") as well as content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites and Third-Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third-Party Sites or Third-Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Us, and We are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third-Party Site or any Third-Party Applications, Software or Content does not imply approval or endorsement thereof by the Us. If You decide to leave the Site and access the Third-Party Sites or to use or install any Third-Party Applications, Software or Content, you do so at your own risk and you should be aware that Our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which You navigate from the Site or relating to any applications You use or install from the site.
Communications made through the Services e-mail and messaging system will not constitute legal notice to Us or any of Our officers, employees, agents or representatives in any situation where notice to Us is required by contract or any law or regulation.
For contractual purposes, You (a) consent to receive communications from Us in an electronic form via the email address You have submitted; and (b) agree that all Terms, agreements, notices, disclosures, and other legal communications that We provide to You electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
We may also use Your email address to send You other messages, including information about Us and special offers. You may opt out of such email by changing Your account settings.
You acknowledge and agree that We and our licensors retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to You under this Agreement.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Our Proprietary Information includes non-public information regarding features, functionality and performance of the Services. Your Proprietary Information includes non-public data provided by You to Us to enable the provision of the Services ("Your Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
By posting any User Content via the Service, You expressly grant, and You represent and warrant that You have a right to grant, to Us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and Your name, voice, and/or likeness as contained in Your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services.
We shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third-party providers, or because of other causes beyond Our reasonable control, but We shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SERVICES ARE NOT A REPLACEMENT FOR PROFESSIONAL SERVICES OR PROFESSIONAL ADVICE. OUR SERVICES ARE FOR GENERAL INFORMATION ONLY. ANY INFORMATION OR ADVICE YOU RECEIVE FROM US, WHETHER WRITTEN, ORAL, OR VIDEO DOES NOT CREATE A WARRANTY OF ANY KIND NOT EXPRESSLY STATED IN THESE TERMS. WE ASSUME NO RESPONSIBILITY FOR ANY OUTCOME AS A RESULT OF YOUR ACTION OR INACTION BASED ON THE SERVICES, YOUR INTERACTION WITH US, OUR TRAINING OR ANY MATERIAL PROVIDED BY US. ALTHOUGH WE MAKE EVERY EFFORT TO KEEP OUR SERVICES UP TO DATE AND ACCURATE, WE CANNOT GUARANTEE, AND ARE NOT RESPONSIBLE FOR, ANY DAMAGE OR LOSS RELATED TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION PROVIDED ON THE SERVICES.
Indemnification by You to Us includes legal fees, recompense, damages, and settlement amounts against Us. You will defend Us and hold Us harmless against any threat, claim, or proceeding brought against Us by a third party arising from or related to the use of the Services by You or any of Your End-Users in breach of these Terms, provided We give You (a) written notice of such claim, (b) sole control over defense and settlement of the claim, and (c) our help and support in the matter, within reason. You agree to notify us in writing and get Our approval before any legal action or step will be taken which progresses the claim towards a settlement against Us. You agree not to settle any claim unless We have provided You written approval beforehand.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, WE AND OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Unless otherwise agreed to by You and Us, We may disclose Your name or Your company name as one of Our customers. You hereby grant Us a world-wide, perpetual, irrevocable, and fully-paid license to display your name and / or your company name, company logo, and company description in Our marketing materials and on Our public website.
We can amend the Terms at any time and will update the Agreement in the event of any such amendments. We will notify you of material changes to the terms by posting a notice on our homepage and/or sending an email to the email address You provided to Us upon registration. For this additional reason, You should keep Your contact and profile information current. The continued use of the Services, you signify your agreement to our revisions to these Terms. Any changes to these Terms (other than as set forth in this paragraph) or waiver of Our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer. No purported waiver or modification of this Agreement by Us via telephonic or email communications shall be valid.
Last Updated: April 4th, 2018.