TERMS AND CONDITIONS OF USE
Last updated on: November 8, 2017
By signing up for the Spoonity services or any of the services of Spoonity Inc. or its affiliates (“Spoonity”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The services offered by Spoonity under the Terms of Service include various products and services to help you manage gift cards and loyalty services, whether online, in person, or both. Any such services offered by Spoonity are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.spoonity.com/terms-conditions/. Spoonity reserves the right to update and change the Terms of Service by posting updates and changes to the Spoonity website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.
You must be 18 years or older, or at least the age of majority in your legal jurisdiction where you use the Service.
You are required to register with Spoonity in order to access and use certain features of the Service.
If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service’s registration form.
You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify Spoonity of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Spoonity will not be liable for any loss or damage arising from your failure to comply with this Section.
Spoonity will use your email address for all support related issues and reserves the right to contact at the email address used to register for your account.
A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Spoonity will result in an immediate termination of your services.
If you are signing up for the Service on behalf of behalf of your employer, your employer shall be the owner of the account. You represent and warrant that you have the authority to bind your employer to our Terms of Service.
Technical support will only be provided to account holders who have accounts in good standing.
We reserve the right to modify or terminate the Service for any reason, without notice at any time.
We reserve the right to refuse service to anyone for any reason at any time.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Spoonity customer, Spoonity employee, member, or officer will result in immediate Account termination.
Spoonity does not pre-screen information uploaded to our service and at our sole discretion may refuse or remove any information from the Service. If it is determined to violate these Terms of Service, we reserve the right, but have no obligation to, remove the information or terminate the offending account.
We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Spoonity employees and contractors may also be Spoonity customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPOONITY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SPOONITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL SPOONITY’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SPOONITY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Waiver and Complete Agreement
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPOONITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SPOONITY MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Intellectual Property and Customer Content
You acknowledge and agree that the Service may contain content (“Service Content”) that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Spoonity, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own Merchant Content (as defined below) that you legally upload to the Service, if any. In connection with your use of the Service you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying or related to the Service is the property of Spoonity, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Spoonity.
If you provide Spoonity with any suggestions, comments or other feedback relating to any aspect of the Services (“Feedback”), Spoonity may use such Feedback in the Services or in any other Spoonity products or services (collectively, “Spoonity Offerings”). Accordingly, Customer agrees that: (a) Spoonity is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information owned by you or any third party and you have all of the necessary rights to disclose the Feedback to Spoonity, (c) Spoonity (including all of its successors and assigns and any successors and assigns of any of the Spoonity Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Spoonity Offerings, and (d) you are not entitled to receive any compensation or re-imbursement of any kind from Spoonity in respect of the Feedback.
Under no circumstances will Spoonity be liable in any way for any content posted by third parties or at the direction of 3rd parties, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via the Service. You acknowledge that Spoonity does not pre-screen content, but that Spoonity and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Merchant Content Posted on the Site or the Service: You are solely responsible for the content and other materials you post on or through the Service or the Site or transmit to or share with other users or recipients, whether as a Merchant or otherwise (collectively, “Merchant Content”), if any. You will not post any content that you did not create or that you do not own all right, title and interest in and to, including, without limitation, all copyright and rights of publicity contained therein. By posting any Merchant Content you hereby grant and will grant Spoonity and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify and otherwise use your Merchant Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
Payment of Fees
Customer agrees to pay to Spoonity the fees plus applicable taxes (the “Fees”). Fees for materials shall be invoiced upon receipt of an order from Customer. Recurring Fees for the Services shall be invoiced monthly in arrears. Payment in full for all invoiced amounts is due within 30 days of Spoonity issuing an invoice. All pricing is in USD unless stated otherwise.
Payment must be made by credit card or pre-authorized debit which is stored on file and used for billing purposes until the Service is terminated.
Subscription Fees are paid in advance and will be billed at the 1st of every month (“Billing Date). Transaction Fees and Additional Fees will be charged from time to time at Spoonity’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
Except with respect to charges then under reasonable and good faith dispute, past due amounts may accrue, at Spoonity’s discretion, late charges at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower, from the date such amount was due until the date paid. If the Customer’s account is more than 30 days overdue, in addition to any of its other rights or remedies, Spoonity reserves the right to suspend its provision of the Services until such amounts are paid in full.
Hardware, tags, cards, and any other physical goods will not begin production or, if already inventory, will not be shipped until payment is made.
Cancellation and Termination
Cancellation requests should be sent to email@example.com. You may cancel within 30 days notice unless otherwise specified in your contract. Any outstanding fees are due immediately upon cancellation. There will be no refunds will be issued, pro rata or otherwise.
Upon termination, you will no longer have access to your account or the Service.
You may not modify or cancel any orders for scanners, tags, cards, supplementary program materials, or any physical goods after Spoonity has started its production process. Spoonity will not provide refunds for any orders once Spoonity has commenced production.
Modification to the Service and Prices
We reserve the right to modify or discontinue the Service at any time with out without notice. We reserve the right to change pricing with 30 days notice. We are not liable to you or any 3rd party for price changes, modifications to the Service, or discontinuing the Service.
Third Party Services
You may register for the Service using third party services (e.g., Facebook Connect) and otherwise enable various third party services to be directly integrated into your Spoonity experience. By enabling third party services within the Service, you are allowing us to pass your log-in information to these service providers for this purpose. Please remember that the manner in which third party services use, store and disclose your information is governed solely by the policies of such third parties, and Spoonity shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. In addition, Spoonity is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with third party services. As such, Spoonity is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party service. Spoonity enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.