Terms & Conditions
Last Updated: December 17, 2024
IF YOU ARE HAVING A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL 911
IMMEDIATELY.
THE INFORMATION CONTAINED HEREIN SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TRANSACTION(S) CONTEMPLATED HEREBY. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES UNLESS AND UNTIL YOU: (A) AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OLD; (C) HAVE THE LEGAL AUTHORITY TO BIND YOURSELF TO THESE TERMS AND CONDITIONS; AND (D) ARE NOT PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION. THESE TERMS REQUIRE THE USE OF ARBITRATION (ON AN INDIVIDUAL BASIS ONLY; I.E., CASE CONSOLIDATIONS AND CLASS-ACTIONS ARE NOT PERMITTED) IN ORDER TO RESOLVE DISPUTES.
1) Acceptance of Terms and Conditions; License
We are pleased to offer Sprye, a virtual services platform that provides an array of services designed to support the day-to-day needs of the recipient (“Primary Client”) as well as designated friends and family members (“FFM”). Specifically, Sprye provides a hub consisting of website(s), mobile application(s), and other technology that: (i) provides the Primary Client with a Sprye concierge to help support their day-to-day needs; (ii) allows Sprye to distill information from the Primary Client’s wearable technology to easy-to-understand insights, statuses and provide alerts for the Sprye team, the Primary Client and the FFM and to provide the Services; (iii) connects (via invitation only) a Primary Client with their FFM in order to facilitate insights into the Primary Client’s program usage and general wellbeing; (iv) facilitates confidential communication amongthe Primary Client, the FFM and the Sprye team; and (v) connects the Primary Client and the FFM to relevant expert content, curated resources, and concierge staff, all via a website, phone and/or mobile-application (collectively, the “Services”), subject to these Terms and Conditions (“Terms”). Upon acceptance of these Terms, we grant you, Primary Client, and FFM a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Services solely for the purposes of participating in the management of a Primary Client’s support. This license is limited to individuals over the age of eighteen who are residents of the United States of America (“USA”). We reserve the right to refuse service, terminate accounts, remove content, or edit content in our sole discretion.
Please read the following Terms before using Sprye, LLC’s (“we,” “us,” “our” or “Sprye”) Services. By (i) checking the box on the Sprye application during the registration process, (ii) upon accepting an invitation to become an FFM, or (iii) otherwise by accepting or using the Services, you, Primary Client, and FFM acknowledge that they have read, understand and agree with these Terms and are legally bound by them.
Communication and Consent: If you, Primary Client, or FFM direct Sprye to communicate with third parties on your behalf, you confirm that you have the legal right to provide their contact information and have obtained necessary consents. You authorize Sprye to act as your agent in facilitating these communications.
THE FOREGOING LICENSE AND YOUR (Primary Client’s and FFM’s) ACCESS TO USE THE SPRYE SERVICES IS SUBJECT TO ALL TERMS OF USE CONTAINED HEREIN AND ALL APPLICABLE LAWS AND REGULATIONS. These Terms may be revised by Sprye from time to time. Accordingly, you should check the Terms regularly for updates. You can determine when the Terms were last revised by referring to the “Last Revised” legend at the top of this page. Any changes to these Terms take effect upon posting and will apply to use of the Services after that date. Each time you access, use or browse the Services, you signify your acceptance of the then- current Terms.
2) We Do Not Provide Medical or other Professional Advice; Seek Medical or Professional Advice from a Doctor or other licensed Professional. SPRYE DOES NOT DISPENSE MEDICAL DIAGNOSIS, TREATMENT, ADVICE, OR THE ADVICE OF ANY LICENSED HEALTHCARE PROFESSIONAL. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. MEMBERS OF THE SPRYE TEAM (INCLUDING, WITHOUT LIMITATION, SPRYE CONCIERGES AND SUPPORT PERSONNEL) ARE NOT ACTING AS DOCTORS, NURSES, SOCIAL WORKERS, LAWYERS, ACCOUNTANTS, FINANCIAL ADVISORS OR OTHER LICENSED PROFESSIONALS, AND ANY COMMUNICATION WITH THEM DOES NOT CONSTITUTE MEDICAL, LEGAL, FINANCIAL OR OTHER LICENSED PROFESSIONAL ADVICE. THE USE OF THE SERVICES DOES NOT REPLACE THE NEED TO SPEAK WITH HEALTH CARE PRACTITIONERS, LAWYERS, ACCOUNTANTS, FINANCIAL ADVISORS OR OTHER LICENSED PROFESSIONALS ABOUT A PRIMARY CLIENT OR OTHER CARE RECIPIENT’S OR CAREGIVER’S NEEDS AND SPRYE EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN A PRIMARY CLIENT, FFM AND THE SPRYE TEAM. ACCORDINGLY, DO NOT DISREGARD, AVOID OR DELAY GETTING PROFESSIONAL ADVICE FROM A HEALTHCARE OR OTHER LICENSED PROFESSIONAL BECAUSE OF SOMETHING YOU, PRIMARY CLIENT, OR FFM MAY HAVE READ ON THE SITE/S OR BECAUSE OF THE USE OF THE SERVICES. THE INFORMATION AND SERVICES MADE AVAILABLE ON THE SITE ARE FOR INFORMATIONAL AND SUPPORTIVE PURPOSES ONLY AND ARE NOT (AND SHOULD NOT BE USED AS) A SUBSTITUTE FOR MEDICAL OR OTHER PROFESSIONAL ADVICE
OF ANY KIND.
Always seek the advice of a qualified medical provider with any questions you may have about the Primary Client’s health or well-being and your health and before undertaking or changing a course of medical treatment, accessing a health-related resource or program, or engaging in any tools or features available through the Services. Nothing available through any Services is intended or should be taken to be the practice of medical or counseling care. For purposes of these Terms, the practice of medical or counseling care includes, without limitation, psychiatry, psychology, medical, nursing, or professional healthcare advice or services, or the practice of medicine, nursing, or professional healthcare, psychotherapy, or providing healthcare treatment, instructions, diagnosis, prognosis or advice. You should confirm all healthcare-related information with a healthcare professionals before making healthcare-related decisions.
3) Payment Terms.
3.1 All applicable prices are set forth alongside the services offered on the Site. We may offer group discounts and promotions for these Services from time to time. Such prices are subject to change at any time by us in our sole discretion. Additionally, to the extent that we offer a promotion in connection with any particular item, the terms of such offer shall be set forth in a separate document that shall govern its applicability (and, in the event of a conflict herewith, be considered the governing document). You will be responsible for the prices stated at the time of your transaction, as well as any: (i) sales, use, excise, and related taxes; and (ii) administrative, shipping and handling charges. Payment may only be made with a valid credit, debit card, or use of a bona-fide electronic payment provider (i.e., PayPal). By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation.
3.2 Activation Fee. The person paying for the Services (“Buyer’) shall pay Sprye a one-time,
non-refundable activation fee in the amount set forth on the Order Form upon execution of this Agreement. This fee is for the activation of the services provided by the Sprye and is not subject to any deductions or waivers unless explicitly stated in this Agreement.
3.3 Monthly Service Fee. Buyer shall pay Sprye a monthly fee for the Services as set forth on the Order Form ("Monthly Service Fee"). The Monthly Service Fee shall be due and payable on the first day of each month during the Term. Monthly Service Fees may also be paid on a quarterly or annual basis if outlined as such in the applicable Order Form. Service Fees covers the cost of the Services provided by the Sprye and is not subject to any deductions or waivers unless explicitly stated in this Agreement.
3.4 Third Party Services. Sprye may assist in facilitating the procurement of third-party services for the Primary Client using the payment method designated in the Primary Client Account (as defined below).You, Primary Client and any FFM acknowledge that Sprye acts as their agent solely for the purpose of facilitating these transactions. The legal relationship and terms of use for these third-party services are governed by the third-party service provider's terms and conditions, and you, Primary Client and any FFM agree to comply with those terms. Sprye does not assume responsibility for the quality, safety, or availability of goods and services provided by third-party providers. Buyer shall pay all fees charged by third parties for services ordered by or for the Primary Client through the use of the Services. In the event the Buyer is not also the Primary Client (i.e. the Buyer is a FFM), upon written consent of the Primary Client, the Primary Client may be set up to pay the fees charged by third parties for the services ordered by or for the Primary Client through the use of the Services. Sprye shall invoice Buyer (or Primary Client as established in the Order Form) for all third party service fees incurred by or for the Primary Client. These fees are separate from the Monthly Service Fee. For the avoidance of doubt, Primary Client’s use of third party services is subject to the terms and conditions of the third party service provider and Primary Client agrees to such terms and conditions by using or accepting the third party services, notwithstanding that Sprye may arrange and provide initial payment for the third party service.
3.5 Payment Method. Buyer shall pay all fees by payment method specified in the Order Form.
Buyer shall provide Sprye with valid payment information as a condition to signing this Agreement. Sprye reserves the right to pause or stop the Services if valid payment information is not provided or if such payment information becomes invalid. The Buyer is responsible for ensuring that the payment method remains valid and has sufficient funds to cover the monthly fees and fees for third party services.
3.6 Late Payment. Any fee not paid when due shall accrue interest at the rate of 1.5% per month. If payment is not received by the due date, a late fee of $25 will be added to the account. This late fee is in addition to any interest accrued on the unpaid amount.
3.7 Refunds. If you, Primary Client or FFM, for any reason, are not satisfied with the Services, you may cancel your subscription at any time. In the case of cancellation, your subscription will run through the duration of the current prepaid and committed term. Unused portions of prepaid subscription fees are non-refundable. Your one-time activation fee is non-refundable, and you will continue to be responsible for all third party service fees. In the event a refund is eligible, it will be credited back to the same payment method used to make the applicable purchase.
3.8 Failure to Pay. In the event of a failure to pay, Sprye may suspend services until all due payments are made. Continued failure to make payments may result in termination of this Agreement. Sprye reserves the right to take legal action to recover any unpaid fees, including hiring attorneys and/or collection agencies to recover unpaid fees.
3.9 Termination Rights for Non-Payment. If Buyer fails to make payment for a period of thirty (30) days after the due date, Sprye may terminate this Agreement with immediate effect. Upon termination, all unpaid fees for the remainder of the Term shall become immediately due and payable. The Buyer will be liable for all costs incurred by Sprye in enforcing this clause, including attorney’s fees and court costs incurred in collection efforts, and collection agency fees.
3.10 Taxes. All fees are exclusive of taxes. Buyer shall pay or reimburse Sprye for all sales, use, and other taxes. The Buyer is responsible for any taxes or charges imposed by any government or tax authority in relation to the services provided under this Agreement.
4) No Physician-Patient or other Fiduciary or Professional Relationship is Established; No Endorsements. Use of the Services does not create in any way a physician-patient relationship, any sort of confidential, fiduciary or professional relationship, or any professional or other special relationship that would give rise to any duties on our part. We do not recommend or endorse any specific tests, healthcare providers, procedures, treatments or opinions, service providers, or other information that may appear on the Services or through the Services. If you, Primary Client or FFM rely on any of the information provided by this Site or through the Services, or by Sprye’s employees, or its guests or visitors, they do so solely at their own risk.
5) Permitted Users of the Services
The Services are directed to persons 18 years of age or older. If you are under age 18, you are not permitted to use the Services, or to submit any personally identifiable information to the Sprye website, mobile application, or other channels or technologies. By using the Services you warrant to Sprye that you are over the age of 18 and have the ability contract for yourself. The Services are available in the USA only. If you are a resident of a territory or country other than the USA, please discontinue use of the Services immediately.
6) Permitted Use of Site
The content available through the Services (the “Content”) is the sole and exclusive property of Sprye and/or its licensors. Use of the Services or the Content in any way not expressly permitted by these Terms is prohibited, and may be actionable under United States or international law. You, Primary Client and FFM agree not to access the Services by any means other than through a standard web browser or the Sprye mobile phone application and will not extract data beyond the scope of what is available through this service. You, Primary Client and FFM may not further copy, duplicate, reproduce, publish, modify, distribute, transmit, display, perform or create derivative works from any part of the Services or the Content, including by automated or other types of data mining. You, Primary Client and FFM agree that you will not remove or modify any acknowledgements, credits or legal notices contained in the Services. You, Primary Client and FFM agree not to engage in any activity at any time with the Services that risks disclosing an individual’s identity.
7) Privacy Policy
Please review the Privacy Policy for the Services at www.Sprye.com/privacy for further information on how we process personal information via the Services.
8) Representations and Warranties
Buyer, FFM and Primary Client each represent and warrant to us as follows: (i) that you are of sound mind and body and have the right to enter any transaction contemplated for hereby without violating these Terms, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (ii) that you will use the goods and services provided hereunder as authorized and never in any way that would violate any applicable law or third party right of any kind; and (iii) that you are buying services from the Site for solely your own use, or that of the FFM or Primary Client, and not for resale or export.
9) Proprietary Rights
You, Primary Client and FFM acknowledge and agree that, as between Sprye and you, all right, title, and interest in and to the Services and Content, including without limitation any patents, copyrights, trademarks, trade secrets, inventions, know-how, and all other intellectual property rights are owned exclusively by Sprye or its licensors and are protected by United States
intellectual property laws and other applicable laws.
a. Copyright: Copyright for all Content included in the Services, such as text, graphics, logos, icons, images, media, data, audio, animation, software, artificial intelligence, recordings, and other information and materials, including as collective works and/or compilations, and in the selection, coordination, arrangement, and enhancements of the Content, is the property of Sprye or its content suppliers and such content is protected by USA and international copyright laws.
b. Trademarks: The trademarks, service marks, logos, slogans, trade names and trade dress used in the Services are proprietary to Sprye. Unauthorized use of any trademark of Sprye may be a violation of trademark laws. Any third-party names or trademarks referenced in the Services do not constitute or imply affiliation, endorsement or recommendation by Sprye or of Sprye by the third parties.
10) Your Indemnity of Sprye:
YOU, PRIMARY CLIENT, AND FFM AGREE TO INDEMNIFY, DEFEND AND HOLD
SPRYE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, SUBSIDIARIES, AFFILIATES, LICENSORS, THIRD PARTY SERVICE PROVIDERS AND OTHERS ACTING IN CONCERT WITH IT (COLLECTIVELY, “SPRYE INDEMNITEES''), HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND (WHETHER OR NOT FORESEEABLE), INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, MADE BY THEM OR ON THEIR BEHALF OR BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (A) THE SUBSCRIPTION TO, PURCHASE OF OR USE OF THE SERVICES; OR (B) A VIOLATION OF THESE TERMS AND CONDITIONS, ANY APPLICABLE LAWS, OR THE RIGHTS OF SPRYE, INC. OR ANY THIRD PARTY. YOU, PRIMARY CLIENT AND FFM ALSO AGREE TO INDEMNIFY AND HOLD THE SPRYE INDEMNITEES HARMLESS FROM ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF THE USE OF THIRD-PARTY SERVICES, INCLUDING ANY DISPUTES OR ISSUES WITH THIRD-PARTY SERVICE PROVIDERS.
11) Primary Client Accounts
a. When you use our Services, you may be creating and maintaining, on behalf of yourself, a Primary Client, FFM, or another person, an account within the application (“Primary
Client Account”). In order to create a Primary Client Account on behalf of someone else, you need to have their express written permission. If they are not able to provide permission due to their capacity or circumstances, you must be authorized to act on behalf of the Primary Client for whom the Primary Client Account is created or have the permission of a person authorized to act on the Primary Client’s person’s behalf. By creating or accessing a Primary Client Account or using the Services, you represent and warrant that you have the permission of the Primary Client or other individual to do so. Access to a Primary Client Account is by invitation only, and at the discretion of the Primary Client, unless otherwise agreed in writing.
b. Sprye may, without prior notice, suspend, curtail access, or deactivate your Primary Client Account. Cause for deactivation includes without limitation: (a) breaches or violations of these Terms, or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by a Primary Client or a person authorized to represent the Primary Client, (d) discontinuance or material modification to the Primary Client Account(or any part thereof) in contravention to Sprye terms and policies, (e) unexpected technical or security issues or problems, and (f) extended periods (more than six (6) months) of inactivity. Further, you agree that all such suspensions, curtailments, or deactivations will be made in Sprye’s sole discretion and that Sprye will not be liable to you or any third-party for such actions to an Individual Site.
12) Prohibited Actions: You, Primary Client and FFM agree that the following actions are prohibited and constitute a material breach of these Terms (the “Prohibited Actions”). This list is not meant to be exhaustive, and Sprye reserves the right in its sole discretion to determine what types of conduct it considers to be inappropriate use of the Services. You, Primary Client and FFM agree that they will not:
i. Share or publish any data or information from any Primary Client Account without the permission of the Primary Client and other persons identified or referenced;
ii. Upload or download files that contain software or other material protected by intellectual property laws or other laws, unless you own or control the rights thereto or have received all necessary consents;
iii. Upload files that contain viruses, worms, Trojan horses, spyware, corrupted files, or any other software or programs that may damage the operation of another’s computer or the Services;
iv. Attempt to bypass or work around any security measures put in place by Sprye;
v. Use the Services for any unlawful purpose or make any other actions in violation of local, state, national, or international laws or regulations;
vi. Violate any code of conduct or other guidelines applicable for any particular Services;
vii. Take any action that imposes an unreasonable or disproportionately large load on the Services’ infrastructure or otherwise in a manner that may adversely affect performance of the Services or restrict or inhibit any other User from using and enjoying the Services;
viii. Use the Services for unauthorized framing of or linking to, or access via automated
devices, bots, agents, scraping, scripts, intelligent search or any similar means of access to the Content or any other materials or information available from the Services;
ix. Aggregate, copy, duplicate, publish, or make available to third parties outside the Services in any manner, any of the Content or any other materials or information available from the Services;
x. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of other individuals or entities which are using the Services or any other third parties (including Primary Clients, and FFM and other friends and/or family members), including through the provision of personal information via the Services in violation of applicable laws and/or in a manner that places Sprye in violation of applicable laws;
xi. Provide any medical information, records, health data, or other personal information
that relates to a Primary Client without first obtaining the explicit written consent of the Primary Client where required by applicable laws.
xii. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information on or via the Services;
xiii. Use the Services to make available unsolicited advertising or promotional materials, spam, pyramid schemes, chain letters, or similar forms of unauthorized advertising or solicitation;
xiv. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; or
xv. Engage in any other action that, in the judgment of Sprye, exposes it, any user, any Primary Client, or any third party to potential liability or detriment of any type.
13) User Materials
Any content or views posted, shared, transmitted or otherwise made available by users of the Services through the Services (“User Materials”) on the Sprye Site or made available on a Primary Client Account are strictly those of the originating author, who is solely responsible for its content. Use of or reliance on User Materials is entirely at your own risk. Sprye does not endorse any User Materials nor vouch for their reliability. Under no circumstances will Sprye be liable in any way for any User Materials. You acknowledge that Sprye may or may not pre-screen User Materials, but that it and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete and/or move any User Materials that are available via the Services. Without limiting the foregoing, Sprye and its designees have the right to remove any User Materials that violate these Terms or are otherwise objectionable in Sprye’s sole discretion. Sprye shall have no liability for such removal. You understand that by using the Services, you may be exposed to User Materials that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or exposure to any User Materials posted by others. You further acknowledge and agree that you will not rely on any User Material available on or through the Services.
14) Privacy and Confidentiality Breach Notice to Sprye
Any user of the Services agrees to immediately notify Sprye if any party carries out, or is aware of any other user or third party carrying out, the Prohibited Actions referenced above, immediately upon any breach or suspected breach of privacy or confidentiality, or inappropriate release of data or information that poses any risk to such users, obtained or derived from using the Services. Such notice shall, when possible, state the date and nature of the event, and the reasonable steps taken to prevent the breach.
15) Notice of Publication, Breach and Claims of Copyright or Intellectual Property Infringement All Notices of Publication, and for breach of confidentiality or privacy, required by the previous section, may be sent to Sprye using any of the contacts below. In any event the User is encouraged to contact their assigned concierge.
16) Links
a. Links to Other Websites and Search Results: The Services may contain links to websites operated by third parties. The Services provide these links to other websites as a convenience, and your use of these sites is at your own risk. The linked sites are not under the control of Sprye and Sprye is not responsible for the content available on these third-party sites. Such links do not imply endorsement of information or material on any other site and Sprye disclaims all liability with regard to your access to, use of or transactions with such linked websites. You acknowledge and agree that Sprye shall not be responsible or liable, directly or indirectly, for any damage, loss or other claim caused or alleged to be caused by or in connection with, access to, use of or reliance on any content available on or through any other site or resource.
b. Links to the Services: You may link another website to the Primary Client Account, FFM Account, or to a Sprye Site section subject to the following linking policy: (i) the appearance, position and other aspects of any link may not be such as to damage or dilute the reputation of Sprye or the Services; (ii) the appearance, position and other attributes of any user submissions or user content or use outside of the Services may not create the false appearance that your site, business, organization or entity is sponsored by, affiliated with, or associated with Sprye or the Services; and (iii) Sprye reserves the right to revoke its consent to the link at any time and in its sole discretion.
17) Modifications to Services
Sprye reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any portion thereof, with or without notice. You, Primary Client and FFM agree that Sprye shall not be liable to them or to any third party for any modification, suspension, interruption, or discontinuance of the Services.
18) Primary Client or FFM Accounts
To use some of the features of the Services, you may be required to create an account and provide information about yourself to Sprye. You are responsible for maintaining the confidentiality of your account information. You are also responsible for all activities that occur in connection with your account. You agree that you shall monitor your account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You are responsible for any use of your credit card by minors. You agree to notify Sprye immediately of any unauthorized use of your account. We reserve the right to pause access to your account at any time for any or no reason or to close your account in extreme cases, in Sprye’s sole discretion.
19) Text/SMS
Primary Client or FFM acknowledge and agree to receive text/SMS messages as a part of the delivery of Sprye services. However, you may opt-out of these text/SMS messages at any time by notifying the Company accordingly of your decision.
20) Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following: Sprye, LLC Attn: Legal and Business Affairs, 15559 Union Ave #5046 Los Gatos CA 95032 or at Support@isprye.com.
21) Suspension and Termination Rights. Sprye reserves the right, at its sole discretion, immediately and without notice, to suspend or terminate your access to the Services for any reason, including without limitation any breach by you of these Terms. You, Primary Client and FFM agree that Sprye shall not be liable to them or any third party for any such suspension or termination.
22) Disclaimer. THE SERVICES AND CONTENT AND THE INFORMATION, SERVICES, PRODUCTS OFFERED FOR SALE AND MATERIALS AND ACTIVITIES CONTAINED IN OR ADVERTISED ON THE SITE, INCLUDING WITHOUT LIMITATION TEXT, GRAPHICS AND LINKS, ARE PROVIDED ON AN “AS IS” “WHERE IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRYE AND ITS SUPPLIERS AND RELATED PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, SERVICES, PRODUCTS AND MATERIALS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. Without limiting the foregoing, you, Primary Client and FFM are responsible for taking all necessary precautions to ensure that any Content or access to the Services is free of viruses or other harmful code.
23) Limitation on Liability YOU, PRIMARY CLIENT, AND FFM ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE THE SERVICES TO THEM IF YOU, PRIMARY CLIENT AND FFM AGREE TO CERTAIN LIMITATIONS OF LIABILITY. THEREFORE, YOU, PRIMARY CLIENT AND FFM AGREE NOT TO HOLD SPRYE, NOR OUR OWNERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, SUPPLIERS, OR AFFILIATES (COLLECTIVELY “SPRYE INDEMNITEES”) LIABLE FOR ANY CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, DEBTS, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) (COLLECTIVELY, “LIABILITIES”) RESULTING FROM OR ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SERVICES INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY MEMBER OF THE SPRYE TEAM (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL OR MENTAL VIOLENCE OR ABUSE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY MEMBER OF THE SPRYE TEAM; (II) ANY INSTRUCTION, ADVICE, ACT, (OR FAILURE TO ADVISE OR ACT) OR SERVICE PROVIDED BY SPRYE OR ITS EMPLOYEES, AFFILIATES OR LICENSORS; (III) ANY DESTRUCTION OF INFORMATION INCLUDING HEALTH AND MEDICAL INFORMATION; (IV) ANY CONTENT OR SERVICE OBTAINED FROM THE SERVICE; OR (V) ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF TRANSMISSIONS OR CONTENT.
ADDITIONALLY, THE SPRYE INDEMNITEES SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES ARISING FROM THE USE OF THIRD PARTY SERVICES FACILITATED THROUGH SPRYE. YOU, PRIMARY CLIENT AND FFM ACKNOWLEDGE THAT SPRYE'S ROLE IS LIMITED TO ACTING AS AN AGENT IN ARRANGING THESE SERVICES, AND YOU, PRIMARY CLIENT, AND FFM AGREE TO HOLD THE SPRYE INDEMNITEES HARMLESS FROM ANY CLAIMS RELATED TO THIRD-PARTY SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SPRYE, NOR OUR OWNERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR ARISING OUT OF (I) USE OF OR INABILITY TO USE THE SITE, SPRYE PLATFORM OR SERVICES INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY MEMBER OF THE SPRYE TEAM (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL OR MENTAL VIOLENCE OR ABUSE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY MEMBER; (II) ANY INSTRUCTION, ADVICE, ACT, OMISSION, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS OR ANY MEMBER OF THE SPRYE TEAM; (III) ANY DESTRUCTION OF INFORMATION; ANY CONTENT OBTAINED FROM THE SERVICE OR (IV) ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN THE EVENT THAT SPRYE IS FOUND LIABLE FOR DAMAGES ARISING OUT OF THE USE OR FAILURE TO USE THE SERVICES, IN CALCULATING OUR MAXIMUM AGGREGATE LIABILITY, ANY RECOVERY IS LIMITED TO THE AMOUNT ACTUALLY PAID TO SPRYE FOR THE SERVICES FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE CLAIM AROSE. IN NO CASE WILL SPRYE BE LIABLE FOR THIRD PARTY SERVICES AND ASSOCIATED COSTS.
TO THE EXTENT APPLICABLE, YOU, PRIMARY CLIENT AND FFM HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
24) Governing Law and Disputes
These Terms shall be governed by, and will be construed under, the laws of the State of Texas, USA, without regard to choice of law principles. You, Primary Client and FFM irrevocably agree to the exclusive jurisdiction by the federal and state courts located in Dallas County, State of Texas, USA, to settle any dispute which may arise out of, under, or in connection with these Terms, as the most convenient and appropriate for the resolution of disputes concerning these Terms.
Any cause of action or claim you, the Primary Client or a FFM may have with respect to these Terms, Sprye, the Services or its Content, must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action shall be barred.
The Services are controlled within the USA and are limited to use by citizens of the USA who are at least 18 years old. Sprye does not represent that the Services or Content are appropriate outside the USA.
25) Dispute Resolution
1. Dispute Resolution Procedures. Should a dispute, controversy, or claim (each, a "Dispute") develop between the parties arising out of these Terms (including without limitation, one respecting the validity, material breach, suspension, or termination hereof), the procedures set forth in Sections 2 through 4 below shall apply (collectively, the "Procedures"). The parties must follow the Procedures in Section 2 before attempting Section 3; and Section 3 before attempting Section 4.
2. Negotiation. In the event of a Dispute, the parties must first attempt to informally negotiate and resolve their conflict at the personal-operational level; i.e., through meeting(s) between a Primary Client, a FFM or any other user and a Sprye representative(s) with decision-making authority. Once all reasonable good faith efforts to do so have been made, an unresolved Dispute must be submitted to Sprye’s upper management for another opportunity to negotiate and resolve the conflict. Such executives shall promptly use all good faith efforts to seek a resolution. If, after thirty (30) days following the commencement of negotiations, upper management has failed to resolve the Dispute, the parties may seek resolution by mediation as more fully set forth in Section 3, below. All negotiations commence upon the provision of written notice from one party to the other party identifying the Dispute and requesting the opportunity to negotiate a resolution. All communications, whether oral or written, are confidential and will be treated by the parties as compromise and settlement negotiations for the purposes of the Texas Evidence Code. Notwithstanding the foregoing, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in negotiations. All costs and fees of negotiation will be borne by the party incurring them.
3. Mediation. Subject to Section 2, above, the parties may submit the Dispute to confidential mediation for a good faith resolution. The mediation must be administered by Judicial Arbitration and Mediation Services (“JAMS”) under its Comprehensive Arbitration Rules and shall take place in Dallas Texas or Santa Clara County, California as determined by Sprye in its reasonable discretion. The version of the rules that should apply are those currently in effect as of the date of this agreement. If the aforementioned mediation service is no longer available for any reason at the time of the Dispute, the parties shall mutually agree upon an alternative, comparable service, yet must first use JAMS’ successor, if one exists. The mediation shall commence upon the parties' provision of a joint, written request for mediation to the mediation service, or, failing a joint request, the request by one party. Such request shall include a sufficient description of the Dispute and relief requested. Each party shall cooperate with the mediation service in all reasonable respects and participate in good faith wherever required. Mediation fees and expenses shall be borne equally by the parties. All communications, whether oral or written, are confidential and will be treated by the parties as compromise and settlement negotiations for the purposes of the Texas Evidence Code as well as any applicable, corresponding rules. Notwithstanding the foregoing, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If, after the earlier of: (i) sixty (60) days following the commencement of a mediation hereunder; or (ii) completion of the initial mediation session, the parties have still not come to a resolution for any reason (including a failure to actually mediate), they shall seek to resolve the Dispute by binding arbitration as more fully set forth in Section 4, below. Until such time, neither binding arbitration nor litigation may be pursued by the parties.
4. Binding Arbitration. Subject to Sections 2 and 3, above, either party may commence neutral, binding arbitration. Arbitration shall be conducted on a confidential basis and shall take place in Dallas, Texas or Santa Clara County, California as determined by Sprye in its reasonable discretion by JAMS under its Comprehensive Arbitration Rules in Dallas, Texas or Santa Clara County, California. The version of the rules that should apply are those currently in effect as of the date of this agreement. Each party shall cooperate with the arbitrator in all reasonable respects and participate in good faith wherever required. Final and binding judgment upon any award rendered by an arbitrator may be entered in any court having jurisdiction thereof.
5. In any conflict between the terms of the JAMS Comprehensive Arbitration Rules and these Terms, these Terms will govern.
6. The prevailing party in any binding arbitration shall be entitled to recover its reasonable, outside attorneys' fees and related costs.
26) Force Majeure
Sprye shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control or unforeseen circumstances such as acts of nature or God, fire, flood, earthquake, epidemics, pandemic, global supply chain issues causing shortages, accidents, strikes, war, terrorism, governmental act, failure of common carriers (including without limitation Internet service providers and web hosting providers), or shortages of transportation facilities, fuel, energy, labor or materials.
27) Notices.
We may provide notices hereunder to you, Primary Client or FFM by: (i) email; (ii) regular mail; or (iii) posting them on the Services. You shall be responsible for ensuring that you have provided us with your current email and mailing addresses. You can contact us at any time by any of the following means: ( email / personal delivery, overnight courier, or registered or certified mail to: Sprye, LLC, 15559 Union Ave #5046 Los Gatos CA 95032.
28) Entire Agreement. These Terms, any instructions that we provide you, Primary Client or FFM with relating to any product or service obtained from us through the Services, any terms and conditions that may be provided in connection with any promotion or other sale, and our Site's "Terms of Use" and "Privacy Policy," shall, collectively, be deemed a final and integrated agreement between you, Primary Client, FFM and us with respect to the subject matter hereof. No other oral or written representations shall be considered to be part of the entire agreement.
29) Miscellaneous
These Terms set forth the entire understanding and agreement between you, Primary Client, FFM and Sprye with respect to the subject matter hereof. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect. Headings are for reference only and in no way define, limit, construe or describe the scope or extent of such section. Sprye’s failure to act with respect to any failure by you, A Primary Client, FFM or others to comply with these Terms does not waive its right to act with respect to subsequent or similar failures. Any waiver of any term must be in writing signed by the party waiving the terms. You, Primary Client, or FFM may not assign or transfer their rights or obligations under these Terms without the prior written consent of Sprye, and any assignment or transfer in violation of this provision shall be null and void. In the case of merger, acquisition, or other corporate reorganization Sprye may assign the Terms without permission. There are no third-party beneficiaries to these Terms.
30) Questions?
Please direct any questions you may have about these Terms of Use, technical questions or problems with the Services, or comments or suggestions, to Sprye at info@isprye.com.
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