TERMS AND CONDITIONS FOR SPW
Conditional Use of our Site. Permission to use the Site is conditioned upon your agreement that you:
are 13 years of age or older, and you are 18 years of age or older to purchase any product/service;
you possess the authority to create a binding legal obligation;
will comply with these Terms and Conditions at all times;
will provide accurate information when creating an account;
are solely responsible for your user id and the activity that occurs when signed in to or while using the Site using your user id;
will create and hold only one account that you are solely responsible for managing; and
have the right to provide any and all information you submit to the Site, the information is only about yourself, and all such information is accurate, true, current and complete.
2. Availability of Site. You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason, including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Site access may be interrupted, suspended or terminated. We retain the right at our sole discretion to deny service or access to the Site to anyone or any account, at any time and for any reason.
3. Intellectual Property Rights. You acknowledge that the Company or its licensors own the copyright and all other intellectual property rights to the Site and all materials provided on the Site unless otherwise expressly indicated. All rights are reserved by the Company and its licensors, and you agree not to copy, reproduce, download, disseminate, publish, or transfer content in any form or by any means, except with the prior written permission of the Company, or as permitted by us in a separate written agreement. We are not granting any license to you for any of those intellectual property rights, except the limited right to use the Site in accordance with these terms and conditions. The SPW mark is a trademark of the Company. Any other trademarks or service marks mentioned on the Site are the trademarks of their respective owners. We reserve all rights that are not expressly granted to you in these terms and conditions. References on the Site to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise does not constitute or imply endorsement, recommendation, or favoring by the Company. Moreover, such third parties do not endorse, sponsor, and are not affiliated with the Company.
4. Ownership of Site. The content and information on this Site as well as the infrastructure used to provide both, is proprietary to us or our business affiliates, partners and other entities. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Site. The Site may contain links to third party websites that are not owned, operated or controlled by us. We do not have control over websites that we may link to. Therefore we cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or their owners. In addition, we cannot and will not censor or edit the content of any third party website. By using the Site, you expressly relieve us from any and all liability arising from your use of any third party website.
5. Transmission of Information. Because we do not control the security of the Internet or other networks you use to access the Site or communicate with us, we can’t be, and are not responsible for, the security of information that you choose to communicate with the Company and the Site while it is being transmitted. In addition, we are not responsible for any data lost during transmission.
6. Unacceptable Use. Without limitation, you agree that you will use the Site solely for your personal, noncommercial use, and will not (a) attempt to obtain unauthorized access to the Site; (b) attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising any part of the Site; (c) use the Site to promote, engage or assist another in engaging in, acts that are fraudulent, abusive, deceptive, misleading or illegal; (d) attempt to, or actually access data not intended for you, such as logging into a server or an account which you are not authorized to access; (e) tamper or interfere with the proper functioning of any part, page or area of the Site and any and all functions and services provided by the Company; (f) use the Site to solicit Site customers or other business partners of the Company to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with the Company, including without limitation, aggregating current or previously offered products/services; or (g) exceed or attempt to exceed quantity limits when purchasing offered products/services or otherwise use any account to purchase products/services for resale, or for speculative, false, fraudulent or any other purpose not expressly permitted by these terms and conditions and the terms of a specific offer on the Site.
7. Termination of Access. The Company has the right to terminate your access to the Site for any reason if we believe you have violated any of these terms and conditions. We may change or discontinue the Site at any time without prior notice. You agree that the Company will have no liability with regard to any such termination. In the event of any termination, you will immediately cease access to the Site. Any products/services issued prior to termination will be honored according to the terms specifically applicable to such.
8. Disclaimer of Warranty and Limitations of Liability.
You are solely responsible for your use of the Site. The Company does not guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of any information on the Site. In addition, we have no duty to update the information contained on the Site, and we are not liable to you for outdated or incorrect information contained herein. Moreover, we reserve the right at any time to modify, suspend or discontinue the Site (or any part thereof) with or without notice, and we are not liable to you or any third party for any modification, suspension or interruption in services. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND MERCHANTS MAKE NO EXPRESS WARRANTIES OR GUARANTEES ABOUT THE SITE OR PRODUCTS/SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, AGENTS, VENDORS, AND MERCHANTS MAKE NO GUARANTEES OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NONINFRINGEMENT, PERFORMANCE, INFORMATIONAL CONTENT, ACCURACY, OR SYSTEM INTEGRATION. THE COMPANY MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, WITHOUT DEFECT OR ERROR FREE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF THE SITE. IN NO EVENT SHALL OUR LIABILITY, OR THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENT, VENDORS, OR MERCHANTS FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SITE EXCEED THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING THE PREVIOUS ONE YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE. IN NO EVENT SHALL THE COMPANY, OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS, AND MERCHANTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE OR LOSS OF USE, ARISING OUT OF YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON THE SITE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT ANY DATA OR MATERIAL OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A COMPANY REPRESENTATIVE SHALL CREATE A WARRANTY.
IF ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTION, OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS AND MERCHANTS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
9. Links to Other Web Sites. There may be links to other web sites at certain places on the Site, and we do not endorse, approve, certify or control any of those web sites. Because we do not have any control over such sites, you acknowledge and agree that we are not responsible for the content of the sites or the availability, accuracy, completeness, efficacy, or timeliness of information contained on those sites. Use of those sites or any information obtained from those sites is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy and timeliness.
10. Governing Law. Any dispute with respect to the Site shall be governed by the laws of the State of Georgia, excluding its conflicts of laws rules. All visitors to the Site submit to the exclusive jurisdiction of the state and/or federal courts of the State of Georgia.
11. Arbitration. By using this Site you agree that any claim, dispute, or controversy you may have against us arising out of, relating to, or connected in any way with these terms and conditions, this Site or the purchase or sale of any product or service, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”). You agree further that: (a) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and the Company; (b) the arbitrator shall apply Maryland law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or the Company’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (d) with the exception of subpart (c) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor the Company shall be entitled to arbitrate their dispute.
12. Indemnity. You agree to indemnify and hold the Company, and its agents, affiliates and assigns, including parent and subsidiary entities, and the owners, stockholders, directors, officers, employees, and agents of each of them, of and from all manner of action or actions, cause or causes of action, at law or in equity, suits, claims, demands, liability, loss, cost or expense (including but not limited to reasonable attorney’s fees), of any nature whatsoever, known or unknown, fixed or contingent which arise from, or are related to, any products or services purchased by you in connection with your use of the Site, or your violation of these terms and conditions, your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these terms of service and your use of the Site.
13. No Effect on Agreements. Nothing on the Site shall be construed to add or modify terms to any existing or future agreements with the Company.
15. Notices. In our discretion, we may provide notices of changes to these terms and conditions or other matters by displaying notices or links to notices generally on the Site.
16. Age. You affirm that you are either 18 years of age or older, an emancipated minor or possess legal parental or guardian consent, and are fully able and competent to enter into the obligations of these terms and conditions, and to make the affirmations and representations contained herein, and to abide by these terms and conditions. In any case, as stated in the conditional use of our site above, you affirm that you are at least thirteen (13) years old, as the Site is not for children under the age of thirteen (13). If you are not, you must cease use of the Site.
17. Assignment. These terms and conditions, and all rights and licenses granted hereunder, may not be transferred or assigned by you, but may be freely assigned by the Company without restriction.
18. Severability. You acknowledge and agree that if any provision of these terms and conditions is invalid or unenforceable to any extent, the remainder of these terms and conditions shall not be affected and shall be enforced to the greatest extent permitted by applicable law. No waiver by either you or the Company of any breach or default or failure to exercise any right allowed under these terms and conditions is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these terms and conditions. The section headings used herein are for convenience only and shall be of no legal force or effect.
The provisions of these terms and conditions apply equally to and are for the benefit of the Company, its subsidiaries, affiliates, merchants and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.