Website Terms of Use

Spry Payment Systems, Inc (collectively “Spry” or “we” or “us”) provides the Website to you subject to these Terms of Use (“Terms”), which may be updated by us from time to time. The following terms govern the use of our website located at [www.spry.so] (“Website”) and Spry’s products and services (collectively, “Services”), except that if you are or become a customer of Spry you may be asked to sign on to additional or alternate terms. If such is the case, those additional terms will control over these Terms to the extent that there is a conflict between the two

YOUR USE OF THE WEBSITE AND/OR THE SERVICES CONSTITUTE YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THE THESE TERMS. SPRY RESERVES THE RIGHT TO UPDATE OR MODIFY THESE TERMS AT ANY TIME WITHOUT PRIOR NOTICE. FOR THIS REASON, WE ENCOURAGE YOU TO REVIEW THE TERMS WHENEVER YOU USE THE WEBSITE OR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE WEBSITE OR SERVICES.

1. Changes to Websites. We may change or discontinue any aspect, service or feature of the Website at any time, including, but not limited to, content, availability, and equipment needed for access or use.
2. User-Generated Content. The following terms apply to any User Generated Content (defined below):
   1. The Website and/or Spry may invite you to post content or otherwise post, submit or upload user-generated content, comments, video, photos, messages, other materials or items (collectively, “User Generated Content”).
   2. By submitting any User Generated Content, you agree that such User Generated Content will not violate any law or the right(s) of any third party, including but not limited to copyright, trademark, privacy, right of publicity or other personal or proprietary right. You further agree that your User Generated Content will not contain libelous or otherwise unlawful, racist, violent, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Website or the Services. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead Spry or third parties as to the origin of any User Generated Content.
   3. You are solely responsible for any and all of your User Generated Content and Spry assumes no liability or responsibility for any User Generated Content.
   4. Spry reserves the absolute right to remove any User Generated Content that it believes in its sole discretion, is harmful, offensive, unwarranted or otherwise at odds with Spry’s mission and principles.
   5. By submitting User Generated Content to the Website or to Spry, you automatically grant Spry a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense and otherwise exploit such User Generated Content (in whole or in part) in any form, media or technology now known or hereafter developed, without payment to you or to any third parties. Additionally, to the fullest extent permitted by law, you waive your moral rights in the User Generated Content and agree not to assert such rights against us. You unconditionally represent and warrant to us that you have the full legal right, power and authority to grant to us the license provided herein, that you own or control all of your User Generated Content you submitted to us and that neither the User Generated Content nor the exercise of the rights granted herein shall violate any law or otherwise infringe upon any third-party rights. At our sole discretion, pursuant to the rights granted herein or rights that Spry may otherwise have, we may pursue any violations related to User Generated Content.
3. User Conduct Guidelines. The Website, the Services, and the contents thereof, including but not limited to text, design, layout, arrangement, images, illustrations, designs, icons, photographs, video clips and other content, and the copyrights, trademarks, trade dress and/or other intellectual property in such materials (collectively, the “Contents”), are intended solely for personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on the Website for your personal use only. No right, title or interest in any downloaded Content is transferred to you as a result of any such downloading or copying. Under no circumstances may you reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way any of the Content on the Website or in the Services. You may not disrupt the Website or Services in any way or engage in any activity that Spry determines in its sole discretion to be harmful.
4. Errors, Inaccuracies, and Omissions. Information on our Website or Services may contain typographical errors, inaccuracies, or omissions that Spry’s product and services. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.
5. Intellectual Property Rights. All Content is owned by or licensed to us and may be protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.
6. Disclaimer of Warranty; Limitation of Liability.
   1. ANY CONTENT PROVIDED, OR MADE AVAILABLE, BY SPRY IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL, TAX, FINANCIAL, OR OTHER ADVICE. ANY LEGAL RESOURCES PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE APPLICABLE IN ALL JURISDICTIONS. ANY TAX CALCULATIONS PROVIDED ARE AVAILABLE FOR GENERAL INFORMATIONAL PURPOSES ONLY. INDIVIDUAL CIRCUMSTANCES MAY DIFFER WHICH CAN AFFECT THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL, NON-UNITED STATES AND OTHER TAX LAW. NOTHING CONTAINED WITHIN THIS APPLICATION CONSTITUTES A SOLICITATION, RECOMMENDATION, ENDORSEMENT, OR OFFER BY SPRY OR ANY THIRD PARTY SERVICE PROVIDER TO BUY OR SELL ANY SECURITIES OR OTHER FINANCIAL INSTRUMENTS IN THIS OR IN ANY OTHER JURISDICTION IN WHICH SUCH SOLICITATION OR OFFER WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. ALL LEGAL AND TAX QUESTIONS SHOULD BE DIRECTED TO A QUALIFIED PROFESSIONAL.
   2. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND/OR SERVICES IS AT YOUR SOLE RISK.
   3. THE WEBSITE AND SERVICES IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
   4. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL SPRY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED IN ANY WAY TO THESE TERMS OR YOUR USE OF THE WEBSITE AND/OR THE SERVICES, INCLUDING BUT NOT LIMITED TO CLAIMS OR CAUSES OF ACTION RELATED TO PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COMPUTER FAILURE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARISE UNDER CONTRACT, TORT OR ANY OTHER AREA OF LAW. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
   5. WE ARE NOT RESPONSIBLE FOR ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE WEBSITE AND/OR THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.
7. Indemnification. You agree to defend, indemnify and hold harmless Spry and its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of your use of the Website and/or Services. Spry shall be entitled to reasonably participate in the defense at your expense.
8. Termination. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Website and/or Services in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes.
9. Governing Law. Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Website and/or the Services shall be governed by and construed exclusively in accordance with the laws and decisions of the State of New York, without giving effect to its conflict of laws provisions.
10. Waiver of Right to Bring Class Actions and Representative Claims. All claims and causes of action shall proceed on an individual basis. Any relief must be individualized to you and shall not affect any other customer. You and Spry agree that each may bring claims against the other in individual disputes only and in your or their respective individual capacities and in so doing you and Spry hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If it is decided that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim, then that claim (and only that claim) must proceed in court and be severed from any arbitration.
11. Copyrights and Copyright Agent. We respect others’ intellectual property rights, and expect our users and customers to do the same. If you believe that your work has been copied on the Website or Services in a way that constitutes copyright infringement, please contact us at the following address and include the following information:
    • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
    • A description of the copyrighted work that you claim has been infringed upon;
    • A description where the material that you claim is infringing is located on the site;
    • Your address, telephone number, and email address;
    • 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;
    • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
      Email: privacy@sprypayments.com

      We reserve the right to terminate access to the Website and/or Services for users or customers who post material that infringes the intellectual property rights of others.

12. Miscellaneous. These Terms constitute the entire agreement of the parties with respect to your use of the Website and/or Services, and supersede all previous written or oral agreements between the parties with respect to such subject matter. Notwithstanding the foregoing, if you are or become a customer of Spry you may be asked to sign on to additional or alternate terms. If such is the case, those additional terms will control over these Terms to the extent that there is a conflict between the two. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.