Last Updated May 1, 2023
Who Can Use the Web App
The Web app is not intended to be used by persons under the age of 18 years old. If you are under the age of 18 years old, please do not use the Web app or any of the services offered by Spendly. If you are submitting information for a business entity (whether it is a personal business, sole proprietor, or any other form of entity) (“Business”), by doing so, you represent that you have the authority to bind that business entity to the Agreement. We may, in our sole and absolute discretion, refuse to allow use of the Web app or accept a person’s or entity’s information and may, at any time, refuse to permit a person’s, or entity’s, continuing use of the Web app for any reason or for no reason, in our sole discretion.
Persons or businesses that decide to fully access all the features available through our Web app are required to register as a “User” which allows them to participate in the use or our Web app. The term “User,” “you”, and “your” means registered users, unregistered users who are just visiting our Web app, Business users, advertisers, or third-party service providers whether they are a person, company, business, or organization and includes Providers and Clients or those who are simply uploading and adding Third Party Content (as that term is defined below) to our Web app. A “Provider” is a User that promotes products and/or services for sale directly through our Web app. A “Client” is a User who purchases products and/or services from a Provider.
Each User acknowledges that this Agreement governs use of the “Content” and “Services” (as those terms are defined below) that We make available through our Web app or other third parties and takes the place of any emails, texts or conversations between you and us.
If you do not agree to these Terms, You agree that you agree to not use our Web app. Before using any of the “Information” or “Services” (as those terms are defined below) made available on or through our Web app, Users acknowledge and agree that they have read and agree to be bound by this Agreement in its entirety. Users agree to be bound by any changes to this Agreement and check back from time to time. We may revise or amend the Terms at any time without prior notice and Users agree the revisions or amendments will be effective upon updating on our Web app with those changes or amendments. We agree to change the “Last Updated” date appearing at the top of this page to reflect each time we make any changes to this Agreement. Any changes will be effective immediately upon the posting the new date. Your continued use of our Web app, Services, Information, and Content after the effective date of a revised version of this Agreement constitutes your acceptance of the Terms. Continued use of our Web app following the posting of changes shall mean that you accept those changes as of the latest update. Even if you agree to our Terms, we may deny you access in our sole and absolute discretion, for any reason or no reason.
Registration As a User
When you register, you will be required to register by creating an account and then signing in. If you register, you represent and warrant to us that: (i) you are of legal age to form a binding contract, and, if you are acting on behalf of an organization, you have the right to enter this Agreement on behalf of such organization; (ii) you will provide us with accurate, current and complete registration information; (iii) your registration and your use of our Web app is not prohibited by law; and (iv) You have all legal rights to provide the Content you upload as well as sell the products and or services you sell and promote, and will not violate any confidentiality agreements, copyright or trademark laws, intellectual property agreements, court orders, or other laws or agreements that may prohibit you from uploading or sharing such information, posts, comments or other such Content.
About our Web app.
a. The purpose of our Web app is to be a marketplace for providers and allow access to our platform by Providers and Clients. We do not vouch for any Users, Providers or those that provide Content. We do not endorse any of our Users and do not sanction statements that Users make on the platform or elsewhere, although from time to time we may monitor and/or review Content.
b. We do not offer any legal, business, financial, or personal advice and we are not involved in agreements between Users, we simply provide a platform for Users to connect. We may provide confidential communications between Users, so please note that any communications between Users may not be protected or confidential. You agree to hold us harmless and indemnify us from any and all such claims made as a result of your using our Web app, the Information or entering into an agreement of any kind with a User or anyone else using our Web app.
Definitions. The following words are used throughout these Terms and have specific meanings.
b. Whenever the term “Web app” is used, it includes the www.getspendly.com Web app and any mobile app we may make available in the future.
c. “Content” refers to content featured or displayed on or through our Web app and future mobile application, if any, including but not limited to text, documents, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, designs, features, advertisements, postings, uploads, messages, files, or other materials and other materials that are made available on our Web app either by us, third parties, or by Users. Content includes, without limitation, your Content, and Third-Party Content which may be submitted by any user or others that are not Users.
d. “Information” refers to any Content, as well as our software, data, pricing, ratings, products, Services, charts, analysis, comparisons, figures, advertising tips, marketing information, business advice, advice, or graphics made available through our Web app.
e. The term “Product” refers to any product offered by us, advertisers, or Users.
f. The term “Service” or “Services” refers to the services provided by us through our Web app.
g. The “Web app” refers to our Web app, all subpages and subdomains, and all Information, Services, and products available on or through our Web app.
h. The term “User,” “you”, and “your” means registered users, unregistered users who are just visiting our Web app, Business users, advertisers, or third-party service providers whether they are a person, company, business, or organization and includes those who are selling products and/or services or are simply uploading or sharing Third Party Content (as that term is defined below) to our Web app.
i. Our Web app is owned by Spendly, Inc. d/b/a “Spendly” (referred to as “we”, “us”, “our”, “Company” or “Web app”). When any of these words are used in these Terms those words shall also include our affiliates, corporate owner, directors, subsidiaries, officers, members, managers, successors, assigns, designees, independent contractors, consultants, and employees.
1. ACCEPTANCE OF TERMS
Spendly provides a collection of online resources, including application forms, quote forms, submission forms, classified ads, forums, catalogs, and various email services available on or through Spendly (referred to hereafter as “the Service”) subject to these Terms. By using the Service in any way, you are agreeing to comply with these Terms. In addition, when using particular Spendly Services, you agree to abide by any applicable posted guidelines for all Spendly Services, which may change from time to time. Should you object to any term or condition of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with the Service in any way, your only recourse is to immediately discontinue use of the Service and our Web app.
2. MODIFICATIONS TO THIS AGREEMENT
We reserve the right, at our sole discretion, to change, modify or otherwise alter these Terms at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this Agreement on a regular basis to keep yourself apprised of any changes.
3. ELIGIBILITY FOR USE
Nothing herein shall create any right of action against Spendly for failing to adequately screen Users or prevent the use of Spendly or the Service by Users.
You understand that all Content available on, transmitted through, or linked from the Web app are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item of Content that you upload, email or otherwise make available via the Web app. Likewise, if you request the assistance of Spendly to Upload Content, or if you imply consent that Spendly may Upload Content on your behalf, either by written or oral means, or you fail to inform Spendly that Content should be removed, you are equally responsible for the Content. You waive any and all claims against Spendly of a right of publicity for your image or likeness throughout the world by uploading any information or pictures of yourself on Spendly. You understand that Spendly does not control, and is not responsible for personal Content made available through the Web app, and that by using the Web app, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. When you upload User Content to the Web app, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the use and storage of the Content on the Web app. We may use your Content in a number of different ways, including but not limited to publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). By uploading Content or making it available to any part of the Web app, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, royalty-free, worldwide, assignable license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Content for any purpose on or in connection with our Services or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. Please note that you also irrevocably grant the Users of the Service and any Other Media the right to access your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against the Company and its Users any claims and assertions of moral rights or attribution with respect to your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of your Content.
Furthermore, Spendly and Content available through the Web app may contain links to other websites, which are completely independent of Spendly. Spendly makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Following links to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Spendly be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content uploaded, emailed or otherwise made available via the Web app. You acknowledge that Spendly does not pre-screen or approve Content, but that Spendly shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Web app, for violating the letter or spirit of these Terms or for any other reason.
Responsibility for Your Content. You alone are responsible for your Content, and once uploaded or shared to our Web app, although we may be able to remove it from our Web app, it may not be entirely withdrawn since there are software programs that can retrieve deleted Content from the internet. You assume all risks associated with your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with reviews, comments, or the personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of your Content as described herein. You may not imply that your Content is in any way sponsored or endorsed by Spendly.
You may expose yourself to liability if, for example, your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.
User Content (including any that may have been created by Users employed or contracted by Spendly) does not necessarily reflect the opinion of Spendly. Except as required by law, we have no obligation to retain or provide you with copies of your Content, and we do not guarantee any confidentiality with respect to your Content. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our internal Content guidelines. Spendly does not attempt to verify any licenses a business or its representatives may have, and consumers should inquire about any such licenses with the business directly.
5. THIRD PARTY CONTENT, SITES, AND SERVICES
Spendly and Content available through the Service may contain features and functionalities that may link you or provide you with access to third party content (“Third Party Content”) which is completely independent of Spendly, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Users, organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. We do not guarantee the quality, safety or legality of, any Content, the truth or accuracy of the descriptions of any products or services offered for sale, the right of the sellers to sell or license any such goods or services, or the ability of any buyer to purchase any such goods or services.
Spendly is simply a platform to be used by Providers and Clients, subject to Users conducting their own due diligence before offering or purchasing a product or service, or relying on the information made available through Spendly’s Web app or outside third party websites. You agree that Spendly shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between Users of the Service. If there is a dispute between Users of the Service, or between Users and any third party, you understand and agree that Spendly is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you hereby forever release Spendly, its officers, members, owners, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the use of our Service.
6. NOTIFICATION OF CLAIMS OF INFRINGEMENT
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please send your notice (“Notice”) to Spendly’ agent for notice of claims of copyright or other intellectual property infringement:
by email: email@example.com
Please include the following with your Notice to our Abuse Agent:
The identity of the material on Spendly that you claim is infringing, in sufficient detail so that we may locate it on the website;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
Your address, telephone number, and email address;
A statement by you declaring under penalty of perjury that (i) the above information in your Notice is accurate, and (ii) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; and
Your physical or electronic signature.
7. PRIVACY AND INFORMATION DISCLOSURE
You agree not to upload, post, email, or otherwise make available Content:
Additionally, you agree not to:
· Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
· or use any form of automated device or computer program that enables the submission of Content on Spendly without such Content being manually entered by the author thereof (an “automated uploading device”), including without limitation, the use of any such automated uploading device to submit Content in bulk, or for automatic submission of Content at regular intervals.
When you visit the Web app or send or accept electronic messages through the Web app, you are communicating with us electronically, and as a result, you consent to receive communications from us electronically. We may communicate with you by email or other authorized form of electronic message or by notices on the Web app. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in the Agreement. You have a right to withdraw your consent to receive electronic communications at any time, and may request a paper version of any electronic communication. You acknowledge that such withdrawal of consent will prohibit you from accessing and using core functionalities of the Web app. You further acknowledge that we reserve the right to charge you a reasonable fee for the production and mailing of paper versions of electronic communications, unless charging a fee is prohibited by applicable law. To request a paper copy of an electronic communication, write us at legal@Spendly.com. If our hardware or software requirements change, we will upload to the Web app notice of the revised hardware or software requirements. Continuing to use the Web app after receiving notice of the changes to the Web app is reaffirmation of your consent.
Reviews, Comments and Use of Other Interactive Areas
Please be aware that by submitting any message, data, information, text, music, sound, photos, graphics, code or any other Content to the Web app by electronic mail, uploading to the Web app, or other social network platforms operated by Spendly, including any questions, comments, suggestions, ideas or the like contained in any submissions (collectively, “Submissions”), you are certifying that you are the rightful owner or licensee of the Submission and you grant Spendly a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now know nor hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Spendly may choose to provide attribution of your comments or reviews at our discretion. You further grant Spendly the right to pursue at law any person or entity that violates your or Spendly’s rights in the Submissions by a breach of the Agreement. You acknowledge and agree that Submissions are non-confidential and non-proprietary.
The Web app and Spendly’s other social network platforms may contain discussion forums, bulletin boards, reviews or other means in which you or third parties may upload Content ,messages, materials or other items on the Web app (“Interactive Areas”). If Spendly provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Web app any of the following:
Spendly takes no responsibility and assumes no liability for any Submissions posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Spendly liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Spendly is not liable for any statements, representations or Submission provided by its Users in any public forum, personal home page or other Interactive Area. Although Spendly has no obligation to screen, edit or monitor any of the Submissions uploaded to or distributed through any Interactive Area, Spendly reserves the right, and has absolute discretion, to remove, screen or edit without notice any Content uploading device or stored on the Web app at any time and for any reason.
If it is determined that you retain moral rights (including rights of attribution or integrity) in Submissions, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Submission, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Submission by Spendly or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Submission; and (d) you forever release Spendly, and its licensees, successors and assigns, from any claims that you could otherwise assert against Spendly by virtue of any such moral rights.
Any violation of the foregoing violates the Agreement and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Web app. See “Termination”, below.
9. UPLOADING AGENTS
An “Uploading Agent” is a third-party agent, service, or intermediary that offers to upload Content to the Service on behalf of others. To moderate demands on Spendly’ resources, you may not use an Uploading Agent to upload Content to the Service without express permission or license from Spendly. Correspondingly, Uploading Agents are not permitted to upload Content on behalf of others, to cause Content to be so posted, or otherwise access the Service to facilitate posting Content on behalf of others, except with express permission or license from Spendly.
10. NO SPAM POLICY
You understand and agree that sending unsolicited email advertisements to Spendly email addresses or through Spendly computer systems is expressly prohibited by these Terms. Any unauthorized use of Spendly computer systems is a violation of these Terms and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.). Such violations may subject the sender and his or her agents to civil and criminal penalties.
11. LIMITATIONS ON SERVICE
You acknowledge that Spendly may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of uploads, email messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that Spendly has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that Spendly reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that Spendly shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
12. ACCESS TO THE SERVICE
Spendly grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does not include: (a) access to the Service by Posting Agents; or (b) any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Spendly. A limited exception to (b) is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file. “General purpose internet search engine” does not include a website or search engine or other service that specializes in classified listings or in any subset of classifieds listings such as decorative goods or furniture, or which is in the business of providing classified ad listing services.
Spendly does not permit you to display on your website, or create a hyperlink on your website to, individual uploads or pages on our Web app, absent express permission granted by Spendly to do so. You may create a hyperlink to the home page of Spendly, so long as the link does not portray Spendly, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter.
Spendly may offer various parts of the Service in RSS format so that users can embed individual feeds into a personal website or blog, or view Content through third party software news aggregators. Spendly permits you to display, excerpt from, and link to the RSS feeds on your personal website or personal web blog, provided that (a) your use of the RSS feed is for personal, non-commercial purposes only, (b) each title is correctly linked back to the original post on the Service and redirects the user to the post when the user clicks on it, (c) you provide, adjacent to the RSS feed, proper attribution to “Spendly” as the source, (d) your use or display does not suggest that Spendly promotes or endorses any third party causes, ideas, web sites, products or services, (e) you do not redistribute the RSS feed, and (f) your use does not overburden Spendly’ systems. Spendly reserves all rights in the content of the RSS feeds and may terminate any RSS feed at any time.
Use of the Service beyond the scope of authorized access granted to you by Spendly immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a written license from Spendly that has been signed by one of Spendly’ authorized representatives.
13. TERMINATION OF SERVICE
You agree that Spendly, in its sole discretion, may terminate or suspend your use or access to the Web app, Interactive Areas, Submissions, Content, information, and services at any time and for any or no reason, in its sole discretion, and without prior notification, even if access and use continues to be allowed to others. Upon such suspension or termination, you must immediately(a) discontinue use of the Web app, and (b) destroy any copies you have made of any portion of Submissions. Accessing the Web app, Interactive Areas, Submissions, Content, information, and services after such termination, suspension or discontinuation shall constitute an act of trespass. Further, you agree that Spendly shall not be liable to you or any third party for any termination or suspension of your access to the Web app, Interactive Areas, Content, information, and services.
14. PROPRIETARY RIGHTS
The Web app and our Services are protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of our Web app or the collective work, and/or copying or reproducing the Web app or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Spendly. You further agree not to reproduce, duplicate or copy Content from the Service without the express written consent of Spendly, and agree to abide by any and all copyright notices displayed on the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. Spendly, as well as certain other of the names, logos, and materials displayed on the Spendly Web app, constitute trademarks, trade names, service marks or logos (“Marks”) of Spendly or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associate therewith remains with Spendly or those other entities.
We own the Spendly Web app Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of User Content and other service Content), computer code, products, software, aggregate star ratings, and all other elements and components of the Service excluding your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the Spendly Content and our Services, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the Spendly Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Services and the Spendly Content are retained by us. Other trademarks, service marks, graphics and logos used in connection with our Web app may be the trademarks of other third parties. This Agreement does not transfer from us to you any of the Company’s or third party’s intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under these Terms.
Although Spendly does not claim ownership of Content that its Users upload, by uploading Content to any area of the Web app, you automatically grant, and you represent and warrant that you have the right to grant, to Spendly an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, by uploading Content to any public area of the Service, you automatically grant Spendly all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any party for any purpose.
15. DISCLAIMER OF WARRANTIES
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THIS WEBSITE WILL BE UNINTERRUPTED, ERROR FREE, OR VIRUS FREE, OR THAT THIS WEBSITE WILL MEET YOUR REQUIREMENTS. INFORMATION OBTAINED THROUGH THIS WEBSITE HAS NOT BEEN VERIFIED, AND COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT SUCH INFORMATION IS ACCURATE, COMPLETE, RELIABLE, OR OTHERWISE VALID.
SPENDLY AND ITS AFFILIATES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON ITS WEBSITE OR THAT OFFER PRODUCTS OR SERVICES THROUGH ITS WEBSITE, OR THE SERVICE’S USERS. ACCORDINGLY, YOU AGREE THAT SPENDLY AND ITS AFFILIATES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE, LOSS OR SUSTAIN DAMAGES WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON OUR WEBISTE. YOU AGREE THAT YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE.
YOU AGREE THAT USE OF Spendly AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. Spendly AND THE SERVICE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, Spendly DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF Spendly AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, Spendly DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON Spendly OR THE SERVICE, OR ACCESSED THROUGH ANY LINKS ON Spendly OR THE SERVICE, INCLUDING WITHOUT LIMITATION, WARRANTY OF TITLE TO OR DELIVERY OF ANY GOOD OR SERVICE, ANY WARRANTY WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS IN ANY GOOD OR SERVICE, ANY WARRANTY THAT ANY GOOD OR SERVICE CONFORMS TO ITS DESCRIPTION OR THE COLORS, TEXTURE AND DETAIL SHOWN ON THE USER’S COMPUTER MONITOR. TO THE FULLEST EXTENT PERMITTED BY LAW, Spendly DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH Spendly OR THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Spendly, Spendly OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
16. LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL Spendly BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF Spendly HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF Spendly OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF Spendly OR THE SERVICE, FROM INABILITY TO USE Spendly OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF Spendly OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH Spendly OR THE SERVICE OR ANY LINKS ON Spendly OR THE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH Spendly OR THE SERVICE OR ANY LINKS ON Spendly. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you. In either event, you agree that damages shall be limited to not more than $100.
You and each of your successors, assigns, subsidiaries and affiliates, hereby unconditionally release and forever discharge Spendly and each of its subsidiaries, affiliates, directors, officers, agents, partners, investors, employees, successors and assigns harmless from any and all complaints, claims, charges, damages, demands, suits, actions and causes of action, whether at law or in equity (including attorneys’ fees, costs and expenses), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Web app, arising out of Content you submit, post, upload, or make available, your violation of these Terms, your breach of any of the representations and warranties herein, or your violation of any rights of another..
18. GENERAL INFORMATION
You agree to use the Web app in strict compliance with all applicable laws, rules, rulings and regulations and in a fashion that does not, in the sole judgment of Spendly, negatively reflect on the goodwill or reputation of Spendly and shall take no actions that would cause Spendly to be in violation of any laws, rules, rulings or regulations applicable to Spendly. Spendly and the Web app are based in the United States. The Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without reference to the principles of conflicts of law of that state or any other jurisdiction. You hereby consent to the exclusive jurisdiction and venue of the courts of the state of North Carolina or the courts of the United States located in Mecklenburg County, North Carolina, and stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to the use of the Web app. You agree that all claims you may have against Spendly arising from or relating to the Web app must be heard and resolved in a court of competent subject matter jurisdiction located in the State of North Carolina. You agree that regardless of any statute or law to the contrary, all such claims must be brought within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived. Use of the Web app is unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including, without limitation, this paragraph. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions in the Agreement shall continue in full force and effect.
These Terms, and any additional terms to which you agree when using particular elements of the Service, constitutes the entire agreement between you and Spendly and governs your use of the Service, superseding any prior agreement between you and Spendly. The failure of Spendly to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Spendly as a result of these Terms or your use of the Service. The section titles in the Terms are for convenience only and have no legal or contractual effect.
19. VIOLATION OF TERMS AND LIQUIDATED DAMAGES
Please report any violations of these Terms by sending an email to legal@Spendly.com.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
You understand and agree that, because damages are often difficult to quantify, if it becomes necessary for Spendly to pursue legal action to enforce these Terms, you will be liable to pay Spendly the following amounts as liquidated damages, which you accept as reasonable estimates of Spendly’ damages for the specified breaches of these Terms:
If you post a message that (i) impersonates any person or entity; (ii) falsely states or otherwise misrepresents your affiliation with a person or entity; or (iii) that includes personal or identifying information about another person without that person’s explicit consent, you agree to pay Spendly one thousand dollars ($1,000) for each such message. This provision does not apply to messages that are lawful non-deceptive parodies of public figures.
If Spendly establishes limits on the frequency with which you may access the Service, or terminates your access to or use of the Service, you agree to pay Spendly one hundred dollars ($100) for each message posted in excess of such limits or for each day on which you access Spendly in excess of such limits, whichever is higher.
If you send unsolicited email advertisements to Spendly email addresses or through Spendly computer systems, you agree to pay Spendly twenty five dollars ($25) for each such email.
If you upload Content in violation of these Terms, other than as described above, you agree to pay Spendly one hundred dollars ($100) for each item of Content uploaded. In its sole discretion, Spendly may elect to issue a warning before assessing damages.
If you are an Uploading Agent that uses the Service in violation of these Terms, in addition to any liquidated damages under clause (d), you agree to pay Spendly one hundred dollars ($100) for each and every item of Content uploaded in violation of these Terms. A Posting Agent will also be deemed an agent of the party engaging the Posting Agent to access the Service (the “Principal”), and the Principal (by engaging the Posting Agent in violation of these Terms) agrees to pay Spendly an additional one hundred dollars ($100) for each item of Content uploaded by the Posting Agent on behalf of the principal in violation of these Terms.
If you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose any Content (except for your own Content) in violation of these Terms without Spendly’ express written permission, you agree to pay Spendly three thousand dollars ($3,000) for each day on which you engage in such conduct.
Notwithstanding any other provision of these Terms, Spendly retains the right to seek the remedy of specific performance of any term contained in these Terms, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms, or to seek to recover damages arising from or relating to a violation of this TOU or any combination thereof.
20. Your Permission and Consent:
By using our Web app, you agree and consent that we may obtain various forms of information from the device you use while using our Web app, which information includes:
• Device operations: information about the activities performed on your device, such as windows open while using our Web app, or mouse movements.
• Device attributes: information such as the operating system your device uses, hardware and software versions, battery level, signal strength, available storage space, browser type, application and file names and types, and device plugins.
• Identifiers: unique identifiers, device IDs, and other identifiers, that may be available from games, apps or accounts You use, and family device IDs (or other identifiers unique to our Services associated with the same device or account).
• Device signals: Bluetooth signals, and information about nearby Wi-Fi access points, beacons, and cell towers.
• Data from device settings: information you allow us to receive through your device settings that you turn on, such as access to your global positioning system (“GPS”) location, camera or photos. If you decide not to turn on your GPS location function in your device, you will very likely not be able to use any or all the features in our Web app since our Web app relies heavily on GPS.
• Network and connections: information such as the name of your mobile operator or ISP, language, time zone, mobile phone number, IP address, connection speed and, in some cases, information about other devices that are nearby or that operate on your network.
• Cookie data: data from cookies stored on your device, including cookie IDs and settings.
• Permission to use your name, User name, profile image, and information about your actions with advertisements and sponsored Content: you give Us permission to use your name and profile picture and information about actions you have taken while using our Web app next to or in connection with advertisements, promotions, offers, and other sponsored Content that We display on our Web app, without any form of compensation to you. This permission may include the use of our User name and image to show other Users what products, services, businesses, events, sports, or anything else you are interested or disinterested in and for which we may have received fees.
• Permission to update software you use or download: If you download or use our Web app or any of the software, programming, or other features that make our Web app work, you give Us permission to download and install updates on your device to the software where available.
We welcome your questions and comments. Please send them to firstname.lastname@example.org.
Spendly offers a variety of online programs (the “Programs”) as a convenience to its Providers and Clients providing information about such products and services.
As a condition to your use of the Programs and as material inducement on the part of Spendly and, you expressly acknowledge and agree that:
Use of the Programs are at your sole risk. Spendly expressly disclaims any and all warranties of any kind, express or implied arising out of or relating to:
- In no event will Spendly’ liability to you for any reason whatsoever exceed in the aggregate the sum of $250.00.
- Spendly is not a party to any agreement which you may enter into with a Provider. If you purchase a product from or engage the services of any Provider, all arrangements in such regard are solely between you and the concerned Provider.
a) the Programs
b) the Clients
c) the agreement between you and the Client.
Spendly, its officers, directors, shareholders, and employees, shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages or other losses resulting from or relating in any manner to:
a) your use of the Programs
b) the engagement of you by any Client
c) any acts, negligence, breach of contract or other conduct engaged in by you or by any of your or the Client’s agents, vendors, consultants and the like
d) any other matter relating to the Programs.
- In no event will Spendly’ liability to you for any reason whatsoever exceed in the aggregate the sum of $250.
- Spendly is not a party to any agreement which you may enter into with a Client. If you are engaged by a Client, all arrangements in such regard are solely between you and the concerned Client.
- If any of the above Terms are found by a court of competent jurisdiction to be invalid, all of the other provisions of the Terms shall remain in full force and effect.
Questions about our services programs may be directed to: email@example.com.
Spendly, its officers, directors, shareholders, and employees, shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages or other losses resulting from or relating in any manner to your use of the Services or our Web app.
From time to time, we may enter into various agreements with Providers for which we receive compensation and we do not list all financial service providers in a particular field, only the providers that we have an agreement with to be listed on our platform, but you of course are free to get additional quotes.
23. BRAND AGREEMENT
Legal Disclaimer: By logging in to your Spendly account, you are agreeing to the terms below and you are stating that you have the authority to represent the manufacturer’s products, pricing, and copyrighted material online. If you do not agree to the terms, or if you do not have the legal right to represent this brand relative to the terms below, please do not login to the account.
1) Parties: This “Agreement” between “I” or “me” or the “Company” and Spendly. (“Spendly”, together with me, “we” or the “parties”) governs the relationship between the parties. The parties agree to conduct this transaction and permit the creation of this Agreement by electronic means.
2) Content: I hereby license to Spendly the use of the images (including logo, products, installation photos, etc.), product catalog, and related data, such as and including product pricing, that I provide or have placed on my website (such images, product catalog, related data, the “Content”) for display on Spendly and “Affiliated Sites,” including related websites, social media websites, picture hosting websites, and all other website Spendly at its sole discretion believes will provide beneficial exposure to me, and for use in emails, quote requests and promotional materials. I may make suggestions for the best way to showcase my products or display the Content at any time, but Spendly retains full discretion regarding what Content (if any) to display, how, and where. I represent and warrant that I have obtained all rights in the Content necessary for Spendly to exercise the rights granted hereunder, that the Content is accurate and representative of my products, and that I will update my Spendly account with any updates to the Content necessary to keep such Content accurate and representative of my products. Spendly and Affiliated Sites are not responsible for any damages associated with the Content or its interpretation.
(a) Membership: Price as stated on Spendly at the time of purchase of the membership. Price remains locked in as long as membership is kept current. All payments are paid upfront at the beginning of the 30 day billing cycle. All yearly payments are paid upfront at the beginning of the 365 day billing cycle. Payments are automatically deducted from the account on file each billing cycle, unless I cancel my account.
(b) Revenue Share Agreement: The Provider and Spendly will enter into an agreement for the payment of fees, commissions or revenue to Spendly depending on the particular Provider (A “Revenue Share Agreement”). In addition to the terms of the particular Revenue Share Agreement, it is agreed by Spendly and the Provider that in the event a current customer or client of the Provider requests a quote or pricing, and the Provider resigns or extends an existing contract with that current customer or client, then in such event Spendly shall still be entitled to such fees, commissions, or revenue, just as if it were a new customer or client. The Provider understands the importance of retaining customers and clients and that the terms of this section are fair and reasonable.
4) Length of Contract: This Agreement is valid up to and until you cancel my account.
5) Billing: In the event that a payment is due on my Membership, but my credit card on file in no longer valid or active, Spendly may attempt to contact me to determine updated account information. Spendly will wait thirty (30) days before canceling my membership.
6) Termination: I may request termination of this agreement at any time. Termination will take effect upon the end of the last day of my billing cycle. Spendly may terminate this agreement at will. In the event Spendly terminates this agreement early, and I am not in violation of any term of this Agreement, I will receive a prorated reimbursement for the portion of the billing cycle remaining. Terms that are to continue in perpetuity shall be unaffected by the termination of this agreement.
24. TESTIMONIAL DISCLAIMER AND CONDITIONS
1. You certify that you are an adult and over the age 18 years of age.
2. You agree that you are solely responsible for your Content and any consequences of the Content you upload or share on our Web app, and that you either have all legal rights to the Content you are submitting or you have consent to upload from anyone who has contributed to the submission.
3. You agree that we are not responsible for any submissions, including any Content linked to from the submission. You understand that we have the right, but no obligation, to monitor submissions, that we may remove Content that we deem inappropriate for any reason without consent; and that we may remove a user’s privilege to upload Content on our Web app.
4. You agree not to submit Content that:
a. advertises a business or solicits business;
b. infringes upon or violates any copyrights, trademarks or other
intellectual property rights;
c. is libelous or defamatory;
d. is obscene, pornographic, or sexually explicit;
e. violates a person's right to privacy;
f. violates any local, state, national, or international law;
g. contains or advocates illegal or violent acts;
h. degrades others on the basis of gender, race, class,
ethnicity, national origin, religion, sexual preference, disability,
or other classification;
i. is predatory, hateful, or intended to intimidate or harass; or
j. misrepresents your identity or affiliation.
5. You grant us a royalty free, irrevocable, perpetual, worldwide, exclusive and fully sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, incorporate into other works, distribute, perform, display, and otherwise exploit your submission, in whole or in part in any form, media or technology now known or later developed.
6. You understand that we reserve the right to change these Terms or to modify or discontinue, temporarily or permanently, any site features at any time without notice to you, and you agree to be bound by such changes. Any changes shall apply as soon as they are made. You agree that we shall not be liable to you or any third party for any reason, including modification, suspension or discontinuance of any site feature.
7. You agree to indemnify and hold us harmless as well as our directors, officers, managers, employees and independent contractors from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification. In such event, you shall provide us with such cooperation as is reasonably requested by us.
8. You acknowledge and agree that any use and/or reliance on any information is at your own risk. We are not endorsing the Content of any submissions and cannot vouch for their reliability.
9. Digital Millennium Copyright Act Notice
Spendly respects the intellectual property rights of others. Spendly may, in appropriate circumstances and at its sole discretion, terminate the access of Users who infringe the copyrights or intellectual property rights of others. If you believe your work has been copied and is accessible at the Web app, or other social network platforms operated by Spendly, in a way that constitutes copyright infringement, or that the Web app contains links or other references to another online location that contains material or activity that infringes your copyright, you may notify us by providing our copyright agent the information required by the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. § 512(c)). Our agent for notice of claims of copyright infringement on or regarding the Web app can be reached by mail: Spendly, Inc., 619 Cedar St., Suite J, Charlotte, NC28202; by email: firstname.lastname@example.org.
Your notice must satisfy the requirements of the DMCA and include the following information:
(i) Your name, mailing address, and email address;
(ii) A statement identifying the copyrighted material You claim is infringed, such as a URL linking to an authorized version of the copyrighted material;
(iii) A statement identifying where the allegedly infringing material is located, such as URL linking to the allegedly infringing material;
(iv) A statement that You have a good faith belief that the allegedly infringing material identified in section
(ii), above, is not authorized by the copyright owner, its agent, or the law;
(v) A statement, made under penalty of perjury, that the information in this notice is accurate and that You are the owner of the copyrighted material or are authorized to act on behalf of the owner of the copyrighted material; and
(vi) An electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
10. OUR SITE IS AVAILABLE “AS IS.” WE DO NOT WARRANT THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE INFORMATION AVAILABLE THROUGH THIS SERVICE. WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SITE. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS.
11. We are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, lost revenues or profits, loss of business or loss of data that may be in any way related to our site or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies.
How to Contact Spendly
If you have any questions or comments about the Agreement, or your dealings with the Web app, please contact us by email sent to email@example.com
BUSINESS USERS ADDITIONAL TERMS OF AGREEMENT
Upon any termination of these Business Terms, whether by you or us, these Business Terms in their entirety will continue in full force and effect.
1. REQUIREMENTS, REPRESENTATIONS AND WARRANTIES
A. In order to access or use the Services, you agree that:
B. You represent and warrant that you shall not, and shall not authorize or induce any other person or entity to:
C. You understand and acknowledge that Spendly allows consumers to post Content about your Business, including photos, ratings, and reviews. You understand and acknowledge that Spendly may employ automated software in an effort to showcase the most reliable and useful consumer reviews while displaying other reviews less prominently. You understand and acknowledge that while Spendly uses software to identify potentially less helpful reviews, the software we use may sometimes fail to work properly. You understand and acknowledge that you will not be able to directly or indirectly, alter reviews that appear on our Web app.
D. Providers agree that with regards to Clients that are signed up through the Provider’s use of Spendly, that in the event the Client later uses Spendly to check rates, terms, and pricing, such use of Spendly’s Web app shall not be considered a direct or indirect solicitation in violation of any agreement that Spendly has with such Provider. The terms of this section shall control whether the agreement between Spendly and the Provider is signed before or after Provider agrees to these Terms.
E. You represent and warrant that you shall:
F. Providers agree to have either a dashboard for us to use to track the number of quotes provided, closed transactions, gross revenue and fees being paid or provide us with a monthly summary of quotes provided, closed transactions, gross revenue and fees being paid.
The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like Spendly, for their role in publishing third-party Content, including consumer reviews. Additionally, anti-SLAPP laws, such as Cal. Civ. Proc. Code § 425.16 in California, may require you to pay Spendly’ attorneys’ fees if you attempt to impose such liability on Spendly through legal proceedings.
The Company shall not be liable for any delay, breach or failure to perform for reasons that are beyond its reasonable control. We will not be liable or responsible to You, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
If any provision of these Terms, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Terms shall nevertheless remain in full force and effect. Our failure or delay in exercising its rights under these Terms shall not operate as a waiver of those rights or constitute a waiver of any prior, concurrent, or subsequent breach. You may not assign these Terms without our prior written consent, and any purported assignment shall be null and void. We may assign these Terms in our discretion. These Terms do not and are not intended to confer any rights or remedies upon any person other than the User.