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Terms of Use Agreement

        

Welcome to Speevr.com, the website and online service of Speevr, Inc, a Delaware limited liability company, (“Speevr”). This page explains the terms by which you may use our online and/or mobile services, web site, and software provided on or in connection with the service (collectively the “Service”) and materials, including Publications (as defined below), available therein (“Materials”) provided by Speevr.

By accessing or using the Service, you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement (“Agreement”) and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of our Service. Speevr reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, Authorized Users, and others who access the Service (each a “User”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. DEFINITIONS.

1. “Authorized User” means each individual you authorize to use the Service under your account in accordance with Section 1.6 below.
2. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
3. “Invoice” means the list of goods sent or services provided from time to time by Seller, with a statement of the sum due for these from Subscriber.
4. “Materials" means materials available on and through the Service.
5. “Publication(s)” means a book, journal, article, or other work of authorship for public sale.
6. “Seller” means a User who is an independent financial information publisher and uses the Service to offer a subscription to a Publication to a prospective Subscribers through the Service.
7. “Service” means Speevr’s online and/or mobile services, web site, and software provided on or in connection with the service.
8. “Subscriber” means a User who purchases through the Service a subscription to a Publication from a Seller.
9. “User” means to all visitors, users, Authorized Users, and others who access the Service
10. “User Content” means content such as profile information, Publications, videos, images, music, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service).

2. USE OF OUR SERVICE. Speevr provides a financial technology platform which enables better content management and distribution by producers and consumers of financial content.

1. Service. Subject to your compliance with this Agreement, Speevr hereby grants to you and your Authorized Users a nonexclusive, nontransferable, limited right to access and use the Service and Materials made available to you by Speevr. The rights granted to each Authorized User are as follows:

1. The right to create a single printout of Publications accessed or downloaded using the commands of the Service ("Authorized Printouts");
2. The right to electronically display Publications retrieved from the Service for your individual use (e.g., you may not network others via LANs, WANs, intranets or the Internet). Notwithstanding the foregoing, you may display a de minimis amount of the Publications on an incidental, infrequent basis for non-commercial purposes to other Authorized Users so long as the Authorized Users are in the same physical location and the mode of display is not through the Internet, an intranet or other types of networking communication like LANs or WANs;
3. Notwithstanding anything to the contrary herein, the right to (1) excerpt or quote insubstantial portions of any Publications in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law; (2) distribute Authorized Printouts to persons who are not Authorized Users on an occasional, infrequent basis as permitted by applicable copyright law; and (3) store Publications for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance provided any other Publications are all purged promptly upon the expiration of this Agreement; and
4. For the avoidance of doubt, downloading and storing Publications in an archival database is prohibited. The Service and the Publications are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use.

2. Service Restrictions.

1. A subscription is non-refundable.
2. You should also review additional information about the subscription offer from the Seller at the point of sale. We encourage you to learn about the privacy practices of the Seller before agreeing to give it your personal information. For more information, please review the Seller’s privacy policy or contact the Seller directly. The right of access to any Publication granted under an applicable subscription does not transfer to you any commercial or promotional use rights in the Publication. Any printing capabilities are solely an accommodation to you and shall not constitute a grant, waiver, or other limitation of any rights of the copyright owners in any content embodied in any Publication.
3. Subscriptions may only be accessed by logging into the Service. Each subscription is viewable on only one device at a time.

3. You acknowledge that, because some aspects of the Service entails the ongoing involvement of Speevr, if Speevr changes any part of or discontinues the Service, which Speevr may do at its election, you may not be able to use the Service to the same extent as prior to such change or discontinuation, and that Speevr shall have no liability to you in such case.
4. Eligibility. This is a contract between you and Speevr. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Speevr, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. If you are accepting this Agreement and using the Service on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. The Service is not available to any Users previously removed from the Service by Speevr.
5. Speevr Accounts. Your Speevr account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users, and these different accounts may have different functionalities available to them. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Speevr immediately of any breach of security or unauthorized use of your account. Speevr will not be liable for any losses caused by any unauthorized use of your account. You are responsible for all use of the Service accessed with usernames issued to you and your Authorized Users, including associated charges, whether by Authorized Users or others.  
6. Usage Limits. The Service and Publications are subject to usage limits, including, for example, the quantities specified in an Invoice. Unless otherwise specified, (i) a quantity in an Invoice refers to Users, and a Publication may not be accessed by more than that number of Users, (ii) a User’s password may not be shared with any other individual, and (iii) a User’s subscription may be cancelled You will manage your roster of Authorized Users and will promptly notify Speevr to deactivate an Authorized User’s subscription if you wish to terminate the Authorized User’s access to the Service or a specific Publication on the Service. Some Seller’s may allow you to reassign a subscription to a new User replacing one who no longer requires ongoing access to a Publication.  Subscriber should contact the Seller directly to inquire as to whether a specific subscription may be reassigned.  Upon written approval by the Seller, Speevr will facilitate such reassignment on the Service.
7. Email Preferences and Settings. You may control your account profile and how you interact with the Service by changing the settings in your settings page. By providing Speevr your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
8. Libraries. The Service may contain a feature that will allow Users to create organized folders or workspaces (“Libraries”) from within sessions that are associated solely with their respective usernames. The Libraries are designed to allow you to save copies of Publications made available to you through the Service. All Publications contained in Libraries remain subject to the limitations and restrictions set forth in this Agreement, as well as the applicable subscription agreement between  a Subscriber and a Seller.
9. Service Rules. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to Speevr servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Speevr grants the operators of public search engines revocable permission to use spiders to copy publically available materials from Speevr.com 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); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. You are solely responsible for your interactions with other Speevr Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Speevr shall have no liability for your interactions with other Users, or for any User’s action or inaction. You are solely responsible for your interactions with other Speevr Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Speevr shall have no liability for your interactions with other Users, or for any User’s action or inaction. You may not use information included in the Service or Materials to determine an individual consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. The term “consumer” is defined in the United States Fair Credit Reporting Act at 15 USC §1681.
10. Right to Modify the Service. We may, without prior notice, change the Service, Materials, and feature functionality within the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

3. SELLERS AND PUBLICATIONS.

1. Generally.  Sellers are not employees of Speevr. Sellers are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Service, including without limitation User Content, and any communications they may have with prospective Subscribers through the Service, fully comply with all applicable laws and rules of professional conduct, including those regulating the form, manner or content of communications with clients, advertising, or other matters. Speevr facilitates transactions between Sellers and Subscribers by providing a platform for content and communication management and payment tools, but is not a party to any agreement made between Subscribers and Sellers via the Service. Sellers who receive requests to subscribe to Publications from prospective Subscribers via the Service, must invoice the Subscriber through the Service for the subscription and receive payment through the Service relating to that Subscriber. Speevr will terminate a Seller’s access to and use of the Service if such Seller is found to be accepting payment outside the Service for Subscribers acquired through the Service.
2. Publications License Grant. Subject to the terms and conditions of this Agreement, Seller hereby grants to Speevr a worldwide right and license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all Publications, in whole or in part, and in the form, media or technology, normally used by Speevr for facilitating the purchase of subscriptions to such Publications by Subscribers and providing Subscriber access to applicable Publications via the Service for which a valid subscription exists.  Such license will be non-exclusive, and, except as expressly provided in subsection 17.1, non-transferable and non-sublicensable.
3. Timing of Publications. Sellers will provide Publications and timely updates to Publications via telecommunications transfer to the location that Speevr will specify.
4. Format of Publications. Sellers will promptly provide Speevr with documentation regarding the transmission formats of Publications. Sellers may make changes in such formats from time to time, provided, however, that in such event Sellers will give Speevr at least (90) days’ advance notice that will include documentation and a test transmission that incorporates all of the proposed changes to such formats.
5. Speevr’s Responsibilities Related to  Publications. Speevr will be responsible for:

1. Data transmission of Publications on the Service.
2. Facilitating and managing subscriptions with Subscribers.
3. Providing customer service to Users with respect to all questions that may arise from the operation of this Agreement.
4. Billing Subscribers and collecting accounts (and exercising all reasonable and diligent efforts to collect amounts due ).
5. Providing Subscribers access to relevant Publications during the term of an applicable subscription .
6. Maintenance, and support for the Service.

Speevr will bear the costs associated with its operational responsibilities hereunder.

4. USER CONTENT.

1. Ownership of User Content. Some areas of the Service allow Users to post or provide User Content. We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by providing or sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. Speevr has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
2. User Content Restrictions. You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current or (ix) violates any school or other applicable policy, including those related to cheating or ethics. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
3. Security Technology and Publications. You agree that the Service includes security technology that limits your use of the Publications and that, whether or not the Publications are limited by security technology, you will use the Service in compliance with this Agreement, and that any other use of the Service or Publications may constitute a copyright infringement. Any security technology is an inseparable part of the Publications made available through the Service. Speevr reserves the right to modify the usage rules at any time. You agree not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security technology related to this Agreement and your use of the Publications for any reason—or to attempt or assist another person to do so. Your use of the Service may be controlled and monitored by Speevr for compliance purposes, and Speevr reserves the right to enforce this Agreement without notice to you.
4. User Content License Grant. By posting or otherwise making available any User Content, excluding Publications, on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Speevr a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Speevr’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
5. User Content Representations and Warranties. In connection with your User Content, you affirm, represent and warrant the following:

1. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
2. You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
3. Your User Content and Speevr’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
4. Speevr may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
5. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

6. Speevr takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that Speevr is only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Speevr shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

5. PAYMENT AND TRANSACTIONS.

1. Speevr is Not a Party to Contracts. Prospective Subscribers may contact Sellers through the Service and indicate their desire to receive a subscription to a Publication offered on the Service by Seller. Any subscription agreement between a Subscriber and a Seller is solely between that Subscriber and that Seller. Speevr will not be a party to any contracts for subscriptions to Publications accessible through the Service. Speevr merely facilitates these contracts by supplying a platform for communication and payment tools. Speevr does not introduce Subscribers to Sellers and does not help Sellers find Subscribers. Speevr merely makes the Service available to enable Sellers and Subscribers to do so themselves. Therefore, Speevr does not charge a fee when you find a suitable Seller or Publication. However, Subscribers  and Sellers are obligated to use the Service to pay for and receive payment for any subscriptions order as a result of the Subscriber and Seller identifying each other through the Service.  You acknowledge and agree that a substantial portion of the compensation Speevr receives for making the Services available to you is the Processing Fee described in the sub-section titled “Processing Fee Authorization.” You further acknowledge and agree that Speevr only collects this Processing Fee when a Seller receives payment through the Service. Therefore, in consideration for Speevr making the Service available to you, you agree to use the Service as your exclusive method to request, make, and receive payments for any subscription that directly or indirectly originated as a result of a connection made between a Subscriber and a Seller through the Service (a “Speevr Relationship”).
2. Payment Process. In consideration for the access rights granted to you under this Agreement, you will pay to Seller the fees set forth in an applicable Invoice.  If you provide Speevr with valid credit card information, you authorize Speevr to charge such credit card, or other approved method of payment for fees that you authorize Speevr to satisfy.  Invoiced charges are due net thirty (30) days from the invoice date. You authorize Speevr to charge you the full amount owed to any Seller via the Service,         as well as Speevr’s Processing Fee (as defined below), if any.  
3. Processing Fee Authorization.  Speevr charges Sellers a processing fee equal to thirty percent (30%) of the cost of an applicable subscription that originated as a result of a Speevr Relationship (the “Processing Fee”). The Processing Fee may be deducted from payments made by Subscriber to Seller prior to deposit in Seller’s bank account. By agreeing to these terms, Subscriber and Seller are giving Speevr permission to charge this fee and are fully aware that it is part of the transaction between the Subscriber and the Seller. For clarity, Speevr does not assess a Processing Fee in regard to any subscription that originated prior to the formation of a  Speevr Relationship.
4. Responsibility         for Payment. You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Seller through the Service the amount agreed on in an applicable Invoice. You are responsible for providing us with a valid means of payment. Speevr shall be entitled to (in addition to any other rights or remedies Speevr may have) discontinue the Service and suspend access to the Service for those Users whose corresponding fees are overdue until such amounts are paid in full.
5. Audit.  You will permit Speevr or its representatives to review your relevant records and inspect your facilities to ensure compliance with this Agreement.  Speevr will give you at least ten (10) days advance notice of any such inspection and will conduct the same during normal business hours in a manner that does not unreasonably interfere with your normal operations.  If any such audit should disclose any underpayment of fees, you shall promptly pay Speevr such underpaid amount, together with interest thereon at the rate specified in the applicable Invoice.  If the amount of such underpayment exceeds five percent (5%) of fees actually paid during the audited period, you shall also pay Speevr for Speevr’s expenses associated with such audit.        

6. MOBILE SOFTWARE.

1. Mobile Software. We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Speevr does not warrant that the Mobile Software will be compatible with your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Speevr hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Speevr account on one mobile device owned or leased solely by you, for your personal use.

You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Speevr may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Speevr or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof).

Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Speevr reserves all rights not expressly granted under this Agreement. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Software will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and Speevr Service.

2. Mobile Application Marketplaces. The following applies to any Mobile Software you acquire from the iTunes Store, the Android Market, or any other similar marketplace for mobile applications (“Sourced Mobile Software”): You acknowledge and agree that this Agreement is solely between you and Speevr, not the proprietor of such marketplace (each a “Proprietor”), and that Proprietor has no responsibility for the Sourced Mobile Software or content thereof. Your use of the Sourced Mobile Software must comply with the applicable terms of service for the marketplace from which you downloaded the Sourced Mobile Software. You acknowledge that Proprietor has no obligation whatsoever to furnish any maintenance and support services with respect to the Sourced Mobile Software. In the event of any failure of the Sourced Mobile Software to conform to any applicable warranty, you may notify Proprietor, and Proprietor will refund the purchase price for the Sourced Mobile Software to you; to the maximum extent permitted by applicable law, Proprietor will have no other warranty obligation whatsoever with respect to the Sourced Mobile Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Speevr as provider of the software. You acknowledge that Proprietor is not responsible for addressing any claims of you or any third party relating to the Sourced Mobile Software or your possession and/or use of the Sourced Mobile Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Sourced Mobile Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Speevr as provider of the software. You acknowledge that, in the event of any third-party claim that the Sourced Mobile Software or your possession and use of that Sourced Mobile Software infringes that third party’s intellectual property rights, Speevr, not Proprietor, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Speevr acknowledge and agree that Proprietor, and Proprietor’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Sourced Mobile Software, and that, upon your acceptance of the terms and conditions of this Agreement, Proprietor will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Sourced Mobile Software against you as a third-party beneficiary thereof.

7. OUR PROPRIETARY RIGHTS. All right, title, and interest (including all copyrights, trademarks and other Intellectual Property Rights) in the Service and Materials in any medium belongs to Speevr or its third party suppliers (the “Speevr Content”). Users do not acquire any proprietary interest in the Speevr Content, except the limited rights granted herein. Use of Speevr Content for any purpose not expressly permitted by this Agreement is strictly prohibited. Users may not remove or obscure any security or copyright notice or other notices contained in the Speevr Content.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Speevr under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Speevr does not waive any rights to use similar or related ideas previously known to Speevr, or developed by its employees, or obtained from sources other than you.

8. TERMINATION. You may cancel this Agreement and close your account at any time.

1. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the         Service, you may use your account setting to delete your account and discontinue using the Service. Speevr has no obligation to provide you access to the content of your Libraries after the termination of this Agreement. If you wish to delete your User account data, please contact Speevr at [email protected] We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within thirty (30) days.
2. Speevr May Terminate This Agreement. Speevr may terminate your access to all or any part of the Service at anytime, with or without cause, with or without notice, effective immediately.
3. Transition Provision. In the event of the termination or expiration of this Agreement by a Seller, Speevr will have the right to continue to provide the applicable Publication(s) pursuant to this Agreement, for a period after such termination or expiration date not to exceed (12 months,) to its Users under then current subscriptions for Publications entered into prior to Speevr’s receipt of Seller’s notice of termination or non-renewal.
4. Final Accounting. Final Accounting. Not later than (60 days) after the termination or expiration of this Agreement by Seller, Speevr will provide Seller with a complete and accurate up-to-date account of all transactions subsequent to those shown in the statement last submitted to Seller and will pay to Seller all amounts due to Seller under this Agreement.
5. Some         Provisions Survive Termination. All         provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9. PRIVACY. We care about the privacy of our Users. You understand that by using the Service you consent to the collection, use, and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to, and processed in the United States.

10. SECURITY. Speevr cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

11. DMCA NOTICE. Since we respect artist and content owner rights, it is Speevr’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Speevr’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

• An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
• Identification of the copyrighted work that you claim has been infringed;
• Identification of the material that is claimed to be infringing and where it is located on the Service;
• Information reasonably sufficient to permit Speevr to contact you, such as your address, telephone number, and, e-mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
• A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent: Attn: DMCA Notice Speevr, LLC Address: P.O. Box 116, Millbrae, CA, 94030-116, Telephone: +1-650-416-6626, Email: [email protected]

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Speevr and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Speevr’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Speevr has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Speevr may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

12. THIRD-PARTY LINKS AND INFORMATION. The Service may contain links to third-party materials that are not owned or controlled by Speevr. Speevr does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and Speevr’s Privacy Policy do not apply to your use of such sites. You expressly relieve Speevr from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Speevr shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

13. INDEMNITY. You agree to defend, indemnify and hold harmless Speevr and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

14. NO WARRANTY. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPEEVR OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SPEEVR, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION SPEEVR PROVIDES OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

SPEEVR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SPEEVR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SPEEVR WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

15. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPEEVR, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL SPEEVR BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPEEVR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SPEEVR, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SPEEVR HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SPEEVR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Service is controlled and operated from facilities in the United States. Speevr makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

16. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER

1. Governing Law.You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Santa Clara County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
2. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Speevr. For any dispute with Speevr, you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that Speevr has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless you and Speevr agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Speevr from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
3. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Speevr ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

17. GENERAL.

1. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Speevr to its successor or any entity acquiring all or substantially all of its assets.  Any attempted transfer or assignment in violation hereof shall be null and void.
2. Notification Procedures and changes to the Agreement. Speevr may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Speevr in our sole discretion. Speevr reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Speevr is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Speevr may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will attempt to notify you via the email address associated with your account on the Service and update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.
3. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Speevr in connection with the Service, shall constitute the entire agreement between you and Speevr concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
4. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Speevr’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
5. Contact. Please contact us with any questions regarding this Agreement.

   

This Agreement was last modified on January 27, 2020.

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