Welcome to the web site of Spree Commerce Inc. (the “Company”). Where appropriate, the term “Company” refers both to the Company and its affiliates.
All users of www.spreecommerce.com, all related subdomains, and the Company’s demo stores (including any related configuration tools, such as for Wombat) (collectively, the “Company Products”) are subject to the following terms and conditions of use (these “Terms of Use”).
Please read the following Terms of Use carefully because they will apply to your access to and use of the Company Products, and constitute a legally binding agreement between you and the Company. If you do not accept these Terms of Use, you will not be able to use the Company Products. Please note that you may not use the Company Products and may not accept these Terms of Use if you are a person barred from using the Company Products under the laws of the United States or are not able to form a legally binding contract with the Company.
The Company may revise and update these Terms of Use at any time without notice by posting the amended terms to the Company Products. Your continued use of the Company Products means that you accept and agree to the revised Terms of Use. If you disagree with the Terms of Use (as amended from time to time) or are dissatisfied with the Company Products, your sole and exclusive remedy is to discontinue using the Company Products. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPERLINK LOCATED ON THE COMPANY WEB SITE AT WWW.SPREECOMMERCE.COM (THE “PRIMARY WEB SITE”).
1. Introduction To The Web Site
The Company’s Primary Web Site contains information on the software and services offered by the Company. You can also find support services on the Primary Web Site. Additionally, you can use the community forums and message boards to seek friendly advice on your software questions and problems.
The Company offers demo stores as a feature which allows you to test out our software without a download. You must register for an account with the Company in order to use a demo store. All information you provide during the registration process must be correct, current and complete.
2. Use Of The Website
You agree to use the Company Products only for lawful purposes.
(a) You agree not to do any of the following: (1) upload to or transmit on the Company Products any defamatory, indecent, obscene, harassing, violent or otherwise objectionable material, or any material that is, or may be, protected by copyright, without permission from the copyright owner; (2) use the Company Products to violate the legal rights (including the rights of publicity and privacy) of others or to violate the laws of any jurisdiction; (3) intercept or attempt to intercept content or messages not intended for you; (4) misrepresent an affiliation with, or otherwise impersonate, any person or organization; (5) upload to or transmit on the Company Products any advertisements or solicitations of business, unless approved in advance by the Company; (6) restrict or inhibit use of the Company Products by others, including disrupting the normal flow of dialogue, causing a screen to scroll faster than other users are able to type, or otherwise acting in a way which affects the ability of other people to engage in real time activities via the Company Products; (7) upload or otherwise transmit files that contain a virus or corrupted data; (8) collect information about others (including e-mail addresses) without their consent; (9) download a file or software or include in a message any software, files or links that you know, or have reason to believe, cannot be distributed legally over the Company Products or that you have a contractual obligation to keep confidential (notwithstanding its availability via the Company Products); (10) post “spam,” transmit chain letters or engage in other similar activities; (11) advocate illegal activity or discuss an intent to commit an illegal act; (12) seek to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (13) disobey any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of the Company Products or any networks connected to the Company Products; (14) 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 permissibly uploaded; or (15) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Company Products, or which, as determined by the Company, may harm the Company or users of the Company Products or expose them to liability.
(b) You understand and acknowledge that you are responsible for whatever content you submit, including its legality, reliability and appropriateness. By uploading or otherwise transmitting material to any aspect of the Company Products, you warrant that the material is your own, is in the public domain or otherwise free of proprietary or other restrictions and that you have the right to post it to the Company Products. You grant the Company the right to use all content you upload or otherwise transmit to the Company Products in any manner the Company chooses, including, but not limited, to copying, displaying, performing or publishing it in any format or media whatsoever, or modifying it, incorporating it into other material or making a derivative work based on it.
(c) Any content and/or opinions uploaded, expressed or submitted to a message board, forum, or any other publicly available section of the Company Products (including password-protected areas), and all articles and responses to questions, other than the content provided by the Company, are solely the opinions and responsibility of the person or entity submitting them and do not necessarily reflect the opinions of the Company. All information publicly or privately transmitted through the Company Products is the sole responsibility of the person from whom such information originated and the Company will not be liable for any errors or omissions in content. The Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Company Products or the authenticity of the data provided by other users.
(d) The Company reserves the right, but does not assume any responsibility, to (1) remove any material posted on the Company Products which the Company, in its sole discretion, deems inconsistent with the foregoing commitments, including any material the Company has been notified, or has reason to believe, constitutes copyright infringement; (2) terminate any user’s access to all or part of the Company Products; and (3) reformat, excerpt or translate any content submitted by you. However, the Company can neither review all material before it is posted on the Company Products nor ensure prompt removal of objectionable material after it has been posted. Accordingly, the Company assumes no liability for any action or inaction regarding transmissions, communications or content provided by third parties. The Company reserves the right to take any action it deems necessary to protect the personal safety of users of the Company Products and the public; however, the Company has no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.
(e) Your failure to comply with the provisions of these Terms of Use may result in the termination of your access to the Company Products and may expose you to civil and/or criminal liability.
3. Termination or Restriction of Access
The Company reserves the right, in its sole discretion, to terminate your access to any or all of the Company Products or any portion thereof at any time, without notice. Your right to access the Company Products is effective until terminated by you or by the Company, which may be done at any time. Upon termination, you shall cease to use the Company Products in their entirety. The Company may terminate your rights to access the Company Products without any refund obligation or other liability, if you fail to comply with these Terms of Use.
4. Copyright Restrictions/Use of Content
The Company Products, including all information, materials, software, text, displays, images, video and audio (collectively, the “Content”) are proprietary to the Company or its affiliates or licensors and are protected by United States and international laws regarding copyrights, trademarks, trade secrets and other proprietary rights. You are authorized to use the Content only through the means provided by the Company and only for use related to your role as a current or prospective customer of the Company. You may not copy, modify, create derivative works of, publicly display or perform, republish, store, transmit or distribute any of the Content without the prior written consent of the Company, except to: (a) store copies of the Content temporarily in RAM, (b) store files that are automatically cached by your web browser for display enhancement purposes, and (c) print a reasonable number of pages from the Company Products; provided in each case that you do not alter or remove any copyright or other proprietary notices included in such materials. Neither title nor any intellectual property rights to any Content or related information are transferred to you, but remain with the Company or the applicable owner of such content. Except as expressly authorized by the Company in writing, you may not reproduce, sell or exploit for any commercial purposes (1) any part of the Company Products; (2) access to the Company Products; or (3) use of the Company Products.
You may not (and may not authorize any party to) (i) co-brand the Company Products, or (ii) frame the Company Products or any web page related thereto without the express prior written permission of an authorized representative of the Company. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish or distribute the Company Products or content accessible within the Company Products. You agree to cooperate with the Company in causing any unauthorized co-branding, framing or hyperlinking immediately to cease.
5. Trademarks and Proprietary Information
The Company name, the terms “Spree”, “Spree Commerce”, “Behind the Best Storefronts”, the Company logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company and/or its affiliates. You may not use such marks without the prior written permission of the Company. All other names, brands and marks are used for identification purposes only and may be the trademarks or registered trademarks of their respective owners. The Company and any party that provides trademarks, service marks, logos, and copyrighted works to the Company retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing on the Company Products. All rights are reserved.
6. Disclaimer
YOUR USE OF THE COMPANY PRODUCTS IS AT YOUR OWN RISK. THE CONTENT AND COMPANY PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT: (I) YOUR USE OF THE COMPANY PRODUCTS WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE COMPANY PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE COMPANY PRODUCTS WILL BE ACCURATE OR RELIABLE; OR (IV) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE COMPANY PRODUCTS WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE COMPANY PRODUCTS IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
7. Liability of the Company and its Licensors
IN NO EVENT WILL THE COMPANY OR ITS LICENSORS OR CONTRACTORS OR THIRD PARTY VENDORS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE COMPANY PRODUCTS, THE CONTENT, ANY OTHER SERVICES PROVIDED ON OR THROUGH THE COMPANY PRODUCTS OR ANY LINKED SITE, WHETHER BY THE COMPANY OR A THIRD PARTY, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, DEATH, LOST PROFITS, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE OF GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE, THE CONTENT OR SERVICES SUSTAINED BY ANY PERSON OR ENTITY, WHETHER OR NOT THERE IS NEGLIGENCE BY THE COMPANY AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE SERVICE GIVING RISE TO THE CLAIM.
8. Indemnification
You agree to indemnify and hold harmless the Company and its officers, directors, employees, agents, affiliates, third party information providers, licensors, contractors and others involved in the Company Products or the delivery of products, services or information through the Web Site (collectively, “Indemnified Parties”), from any breach of these Terms of Use by you. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from or through the Company Products.
9. Privacy; Protection of Personal Information and Security
The Company’s use of your personal information and your responsibilities in connection with protecting your privacy are described in the Company Privacy Policy, which is incorporated by reference into these Terms of Use.
Any passwords used for the Company Products are for individual use only. You will be responsible for the security of your password.
You are prohibited from using any services or facilities provided in connection with the Company Products to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, the Company reserves the right to release your details to system administrators at other web sites in order to assist them in resolving security incidents.
The Company reserves the right to cooperate fully with any law enforcement authorities with respect to any investigations involving any attempt to compromise security or tamper with system resources or with court orders requesting or directing the Company to disclose the identity of anyone posting any messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THESE TERMS OF USE YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
10. Comments and Submissions
The Company welcomes your comments. All comments, suggestions or other information sent by you for internal use by the Company or its advertisers or partners will become the Company’s property and you agree that all intellectual property rights therein are transferred to the Company. The Company has the right to use any such ideas in its products or services without any compensation to you. You understand that any postings, or content submitted for posting, to publicly available portions of the Company Products are nonconfidential for all purposes.
11. Third Party Links
The Company Products may link to other web sites which are not maintained by or related to the Company. Hyperlinks to such sites are provided as a service to users and are not sponsored by or affiliated with the Company, and the Company has not reviewed any or all of such web sites and is not responsible for the content of those web sites. The Company is not responsible for and does not endorse the content, products, services or practices of any third party web sites, including, without limitation, web sites framed within the Company Products or third party advertisements, and does not make any representations regarding their quality, content or accuracy. The Company makes no representations or warranties as to the security of any third party web site and your use of third party web sites is at your own risk and subject to the terms and conditions of use for such web sites.
You acknowledge and agree that the Company has no responsibility or liability for the availability of such external services or web sites.
12. Compliance
The owner of the Company Products is based in the State of Maryland, USA. The Company makes no representation that materials available on or through the Company Products are appropriate or available for use in other locations. If you access the Company Products from other locations, you are responsible for complying with local laws.
13. Copyright Concerns
If you believe that your work has been copied in a way that constitutes copyright infringement, please contact the Company at support@spreecommerce.com.
You acknowledge and agree that the Company has no responsibility or liability for the availability of such external services or web sites.
14. Miscellaneous
These Terms of Use shall be governed in all respects by and construed in accordance with the laws of the State of Maryland, USA, without regard to its conflicts of law principles, and exclusive jurisdiction over any cause of action arising out of these Terms of Use or your use of the Company Products shall be in the state or federal courts located in or near Montgomery County, Maryland. You agree to submit to the jurisdiction of such courts.
These Terms of Use, as they may be amended from time to time, completely and exclusively state the agreement between you and the Company with respect to the Company Products. Except as set forth in a written license agreement between you and the Company in connection with licensing software from the Company, no other terms that may have been communicated to you orally or in any other manner shall have any force or effect. Any cause of action you may have with respect to the Company Products must be commenced within six (6) months after the claim or cause of action arises or else such claim or cause of action is barred.
If any part of these Terms of Use is unenforceable, the unenforceable part shall be construed to reflect, as nearly as possible, the original intentions of the parties. The other provisions of these Terms of Use shall remain in full force and effect.
The Company’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not constitute a waiver of the provision. Neither a course of dealing or conduct between you and the Company nor any trade practices shall be deemed to modify these Terms of Use.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms of Use or use of the Company Products.
A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Notwithstanding the foregoing, any additional terms and conditions on the Company Products will govern the items to which they pertain.
The Company may revise these Terms of Use at any time by updating this posting. Such revised Terms of Use will apply to the use of the Web Site after they are posted. These Terms of Use were last updated on August 22, 2013.
