Spry Website Terms of Service

Spry Payment Systems, Inc. (collectively “Spry”, “we”, “us”, or “our”) provides the services to you subject to these Terms of Service (“Terms”), which may be updated by us from time to time. The following terms govern the use of our website located at https://spry.so/ (“Website”) and any functions provided by, through, or in conjunction with the Website including, but not limited to Website content, and newsletters (collectively, “Services”). Notwithstanding, 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, if there is a conflict between these Terms and those additional terms, the additional terms will prevail.

YOUR USE OF THE WEBSITE AND/OR THE SERVICES CONSTITUTE YOUR AGREEMENT TO FOLLOW AND BE BOUND BY 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. Who may use the Website and Services. You must be sixteen (16) years of age or older to use our Website and Services. By using the Website or Services, you represent to us that you are at least 16 years of age. You further agree that you are fully able and competent to enter into the terms, conditions, obligations, representations, and responsibilities set forth in these Terms.
2. Privacy. By using our Website or Services, you consent to our Privacy Policy, which explains how we collect and use the information you provide to us. Our Privacy Policy is hereby incorporated herein by reference.
3. Changes to our Website or Services. 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.
4. 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.
5. 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.
6. 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.
7. Representations and Warranties.
   1. We represent and warrant that we will provide the Website and Services and perform our other obligations under these Terms in a professional and workmanlike manner substantially consistent with general industry standards.
   2. You represent and warrant that you are not restricted or prohibited contractually or otherwise, from entering into and performing each of the terms and conditions of these Terms.
8. 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.
9. Disclaimer of Warranty. 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. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND/OR SERVICES IS AT YOUR SOLE RISK.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SPRY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, OR LOSS OF SECURITY OF SUBMITTED MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMITTED MATERIALS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, SPRY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY THIRD-PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THEM. THE MAXIMUM AGGREGATE LIABILITY OF SPRY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE $100.
11. 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.
12. 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.
13. 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.
14. Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TRIAL BY JURY. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
    1. Arbitration. In the event of a dispute between the Parties, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, the Parties agree to make a good faith effort to resolve the dispute. In the event the Parties are not able to resolve any dispute between them then such dispute shall be resolved only by final and binding arbitration conducted in __ County, New York. Notwithstanding, to the extent you have in any manner violated or threatened to violate our intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances we may bring a lawsuit solely for injunctive relief to stop such intellectual property infringement without first engaging in arbitration or the informal dispute-resolution process described above.
    2. No Class Action; No Trial by Jury. 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.
15. 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:
    1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
    2. A description of the copyrighted work that you claim has been infringed upon;
    3. A description where the material that you claim is infringing is located on the site;
    4. Your address, telephone number, and email address;
    5. 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;
    6. 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: [email protected]
       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.
16. Third-Party Materials. The Website Services may make available or provide links to third-party websites, content, or information (“Third-Party Materials”). Spry does not control, and is not responsible for, any Third-Party Materials and the availability of any Third-Party Materials via our Website or Services does not imply endorsement of, or affiliation with the provider of Third-Party Materials. Your use of Third-Party Materials is at your own risk.
17. Changes to these Terms. If we make material changes, we will post the updated Terms on this page with a “Last Updated” effective date of the revisions. Your continued use of the Website or Services after an update will constitute acceptance.
18. Miscellaneous.
    1. Independent Contractors. It is expressly agreed that the Parties shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party.
    2. Entire Agreement. 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.
    3. Conflict. 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.
    4. Assignment. These Terms and all rights and obligations hereunder may not be assigned without the written consent of the other Party.
    5. Waiver. 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.
    6. Severability. 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.
    7. Headings. The section headings used herein are for convenience only and shall not be given any legal import.