Spreetail, LLC (“Spreetail”) welcomes you to our website. These Terms of Service govern your use of any website, mobile site or app (collectively, the "Site") provided by vminnovations.com and/or its affiliates (collectively, “Spreetail,” “we” or “our”). By using the Site, you agree to be bound by and to use the Site in accordance with these Terms of Service, our Privacy Notice, and any additional terms and conditions that are referenced herein or that otherwise may apply to specific sections of the Site, or to products and services that we make available to you through the Site (all of which are deemed part of these Terms of Service). Accessing the Site, in any manner, whether automated or otherwise, constitutes use of the Site and your agreement to be bound by these Terms of Service (the “Agreement”). BY ACCESSING THE SITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF SERVICE AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE OR DO NOT HAVE THE AUTHORITY TO ACCEPT THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SITE.
We reserve the right to change these Terms of Service or to impose new conditions on use of the Site, from time to time, in which case we will post the revised Terms of Service on this Site. By continuing to use the Site after we post any such changes or notify you of any changes, you accept these Terms of Service, as modified. For this reason, we encourage you to review the Terms of Service whenever you use the Site.
We also reserve the right to deny access to the Site or any features of the Site to anyone who violates these Terms of Service or who, in our sole judgment, interferes with the ability of others to enjoy our website or infringes the rights of others.
Responsibility for Your Account
To use certain features of our Site, you will need to create an account. You are responsible for maintaining the confidentiality of your account and for all activities (whether by you or by others) that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your account information. We reserve the right to terminate the use of any account or to deny access to the Site, or any features of the Site, to anyone who violates these Terms of Service or who, in our sole judgment, interferes with the ability of others to enjoy our Site or infringes on the rights of others.
Rights and Restrictions Relating to Site Content
Your Limited Right to Use Site Materials.
The Site and all the materials available on the Site are the property of us and/or our business partners, and are protected by copyright, trademark and other intellectual property laws. Subject to these Terms of Service, we grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your personal use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms of Service or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works from, exploit or distribute in any manner or medium (including by email or other electronic means) any material from the Site. For information about requesting permission to reproduce or distribute materials from the Site, please contact us (see the “Contact Information” section below).
Subject to your compliance with these Terms of Service, we grant you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the mobile app on a mobile device or computer that you own or control and to run such copy of the mobile app solely for your own personal or internal business purposes.
Our Right to Use Materials You Submit or Post.
When you submit or post any material via the Site, you grant us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute and/or publicly perform or display such material, in whole or in part, in any manner or medium (whether now known or hereafter developed), for any purpose that we choose. The foregoing grant includes the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark or patent laws that exist in any relevant jurisdiction. Also, in connection with the exercise of these rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate. You understand that the technical processing and transmission of the Site, including content submitted by you, may involve transmissions over various networks, and may involve changes to the content to conform and adapt it to technical requirements of connecting networks or devices. You will not receive any compensation of any kind for the use of any materials you submit.
Responsibility for User-Provided Content.
The Site may include features that enable you to provide feedback to us and that allow users to interact with each other on the Site and post content and materials for display on the Site. By accessing and using any such features, you represent and agree: (i) that you are the owner of any material you post or submit, or are making your posting or submission with the express consent of the owner of the material; (iii) that you are making your posting or submission with the express consent of anyone pictured in any material you post or submit, (iv) that you are 13 years of age or older; (v) that the materials will not violate the rights of, or cause injury to, any person or entity; and (vi) that you will indemnify and hold harmless us, our affiliates and each of our and their respective directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any liability of any nature arising out of related to any content or materials displayed on or submitted via the Site by you or by others using your username and password. You also grant us a license to use the materials you post or submit via such features, as described above under the header "Rights and Restrictions Relating to Site Content."
You will not use the Site to collect, upload, transmit, display or distribute any user-provided content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit or distribute to or through the Site any computer viruses, worms or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt or create an undue burden on servers or networks connected to the Site or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site or to generate automated searches, requests or queries to (or to strip, scrape or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
Responsibility for what is posted on areas of the Site through which users can supply information or material lies with each user – you alone are responsible for the material posted using your account. We are not responsible for the speech, content, messages, information or files that you or others may transmit, post or otherwise provide on or through the Site.
You understand that we have no obligation to monitor any areas of the Site through which users can supply information or material. However, we reserve the right at all times, in our sole discretion, to screen content submitted by users and to edit, move, delete and/or refuse to accept any content that in our judgment violates these Terms of Service or is otherwise unacceptable or inappropriate, whether for legal or any other reasons.
You acknowledge and agree that we may preserve content and materials submitted by you, and may also disclose such content and materials if required to do so by law or if, in our business judgment, such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any content or materials submitted by you violate the rights of third parties; or (d) protect the rights, property or personal safety of our Site, us, our affiliates, our officers, directors, employees, representatives, our licensors, other users and/or the public.
Feedback.
You agree that submission of any ideas, suggestions, documents and/or proposals to us (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site.
No Framing.
You are free to establish a hypertext link to our Site so long as the link does not state or imply any sponsorship of your website or service by us or by our Site. You may not, however, without our prior written permission, frame any of the content of our Site, or incorporate into another website or other service any of our material, content or intellectual property.
Access to Certain Features of Our Site
If you elect to sign-up for particular features of the Site, such as emails or texts, you may also be asked to register with us and we may require you to provide information such as your name, email address and telephone number. You agree to provide true, accurate, current and complete information about yourself as prompted by the Site's registration form. If we have reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). Our use of any information you provide to us as part of the registration process is governed by the terms of our Privacy Notice.
Privacy
We respect the privacy of the users of our Site. Use of the Site is subject to the terms of our Privacy Policy, which is hereby incorporated into and made part of these Terms of Service. Please carefully review our Privacy Notice. By using the Site, you agree to be bound by the terms of our Privacy Policy.
Online Commerce
Certain sections of the Site may include links to third-party websites where you can purchase products and services online from those websites. When you click on one of these links and are redirected to the third-party website, your dealings from that point forward are with the operator of that website and not with us. We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of the third-party website or any products and services you purchase from such website.
The Site also may include e-commerce functionality that is operated by our third-party business partners or vendors that allows you to purchase products and services directly from the Site. If you purchase any of these products or services via the Site, the information that you provide as part of the transaction, such as your credit card number and contact information, will be collected by the third-party operating that portion of the Site. Our business partners or vendors may have privacy and data collection practices that are different from ours, and your purchase of products or services on or through the Site may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services, as indicated on the page of the Site where you make such purchase. We have no responsibility or liability for these independent policies. For more information regarding a vendor, its online store, its privacy policies and/or any additional terms and conditions that may apply, visit that vendor’s website and click on its information links or contact the vendor directly. You release us from any damages that you incur and agree not to assert any claims against us, arising from your purchase or use of any products or services made available through third parties via the Site.
You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site, and to purchase products or services through the Site, for legitimate, non-commercial purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party's personal information to a vendor, you represent that you have obtained the express consent of such third party to provide such third party's personal information.
Modifications to, or Discontinuation of, the Site
We reserve the right to modify or discontinue, temporarily or permanently, the Site or any portion thereof, with or without notice at any time. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or any portion thereof.
Disclaimers
Throughout our Site, we may provide links and pointers to Internet sites maintained by third parties. Our linking to such third-party sites does not necessarily imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor any of our respective affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Site or on websites linked to by us on the Site.
THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE SITE, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.
YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT AND CONSIDERATION TO US TO GRANT THE LICENSE CONTAINED IN THIS TERMS OF SERVICE AND TO PROVIDE YOU WITH ACCESS TO THE SITE AND SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You must provide and are solely responsible for all hardware and/or software necessary to access the Site. You assume the entire cost of and responsibility for any damage to, and all necessary maintenance, repair or correction of, that hardware and/or software.
You acknowledge that by using the Site, you may incur charges from your wireless carrier, internet service provider or other method of internet or data access, and that payment of any such charges will be your sole responsibility. You agree that your use of the Site will be in accordance with all requirements of your wireless carrier, internet service provider and other method of internet or data access. We do not control network access. Your use of these networks may not be secure and may expose your personal information sent over such networks.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WE OR OUR OFFICERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, AFFILIATES, SUBSIDIARIES, PARENTS, JOINT VENTURES, SUCCESSORS AND ANY OTHER COMPANIES UNDER COMMON CONTROL WITH US, BE LIABLE FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING ITS MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE SITE, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, WITH ANY MATERIALS, PRODUCTS OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE'S TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO $100. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS AND OTHER BUSINESS PARTNERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
Indemnification
You agree to indemnify and hold harmless us, our affiliates, and each of our and their respective directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any and all losses, expenses, damages and costs, including reasonable attorneys' fees, that arise out of your use of the Site (including any materials you submit for display via the Site), violation of these Terms of Service by you or any other person using your account, violation of applicable laws or regulations or your violation of any rights of another. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you agree to provide us with such cooperation as is reasonably requested by us.
Suspension and Termination of Access
You agree that, in our sole discretion, we may suspend or terminate your account (or any part thereof) or use of the Site, or any part of the Site, and remove and discard any materials that you submit to the Site, at any time, for any reason, and without notice. You agree that we will not be liable to you or any third party for any suspension or termination of your account (or any part thereof) or use of the Site or for any removal of any materials that you have submitted to the Site. In the event that we suspend or terminate your access to and/or use of the Site, you will continue to be bound by the Terms of Service that were in effect as of the date of your suspension or termination.
Notice of Copyright Infringement
If you are a copyright owner who believes in good faith that your copyrighted material has been reproduced, posted or distributed via the Site in a manner that constitutes copyright infringement, please inform our designated copyright agent by sending written notice by U.S. Mail to Spreetail, 2125 Transformation Drive, Lincoln, NE 68508, Attn: Copyright Agent, or by email to [email protected]. Please include the following information in your written notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon; (2) a description of the location of the allegedly infringing material on the Site; (3) your contact information, including your address, telephone number and, if available, email address; (4) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement. Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters is provided elsewhere on the Site.
Minors and Territorial Applicability
The Site is intended for use only by residents of the United States and Canada over the age of 13. Other countries may have laws and regulatory requirements that differ from those of the United States and Canada, and our privacy practices as described in the Privacy Notice may not strictly comply with the privacy laws of such other countries. By using this Site, you agree that we will transfer any personal information that we obtain in connection with the operation of the Site to the United States.
Other
This Agreement constitutes the entire agreement between us and you with respect to the subject matter contained in this Agreement and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral. You also may be subject to additional terms and conditions that may apply when you use the products or services of a third party that are provided through the Site. In the event of any conflict between any such third-party terms and conditions and these Terms of Service, these Terms of Service will govern. If any provision of these Terms of Service is deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions will not be affected.
The failure of the Spreetail to insist upon strict adherence to any term of these Terms of Service shall not constitute a waiver of such term and shall not be considered a waiver or limit Spreetail's right thereafter to insist upon strict adherence to that term or any other term contained in these Terms of Service.
This Agreement is entered into in the State of Nebraska and shall be governed by and construed in accordance with the laws of the State of Nebraska, exclusive of its choice of law rules. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Lancaster in the State of Nebraska and waives any jurisdictional, venue or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
These Terms of Service are not intended to benefit any third party and do not create any third-party beneficiaries. Accordingly, these Terms of Service may only be invoked or enforced by you or us. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to use of the Site or these Terms of Service must be filed by you within one year after such claim or cause of action arose or be forever barred.
Contact Information
If you have any questions, comments, or complaints, you can contact [email protected]
Effective Date: August 22, 2023
