Spensa Terms of Service

Terms of Service

Thank you for your interest in Spensa Technologies Inc. ("Spensa", "we," "us," and sometimes "our") and in Spensa's products and services. Please note that access to and use of our websites and the applications, tools, products, features, content, resources and services available on our websites, including OpenScout and MyTraps, as well as other services and products we may offer (including, but not limited to, Z-Trap and other hardware devices) (collectively, the "Services"), as well as any new features that augment or enhance the current Services, including the release of new applications, tools and resources, are subject to your review and agreement with certain terms and conditions. These terms and conditions are set forth below, and in certain other policies, guidelines and other terms or conditions that may be presented to you from time to time at other locations in our websites in connection with our offering of specific Services (all of which may be updated from time to time and are collectively referred to as the "Terms of Service").

Both access to the publicly available content on our websites and access to the paid-for Services available on our websites are governed by these Terms of Service. In regards to the publicly available content, each individual who accesses such content is a "User" hereunder and may be referred to as "you" or "your." In regards to the paid-for or limited-access Services we may provide, including Z-Traps and related services, OpenScout and MyTraps (such subset of the Services may hereinafter be referred to as the "Subscription Services"): (i) the entity, group or individual which is contracting with Spensa for the provision of Subscription Services hereunder is referred to as the "Client"; (ii) each authorized end-user who accesses the Subscription Services on behalf of such Client is referred to as a "User" (which may include the Client); and, (iii) when used herein, "you" or "your" refers to both the Client and each User interchangeably.

By accessing our websites and using the Services, you are entering into an agreement with us in accordance with these Terms of Service and are representing that you are at least eighteen (18) years of age and have the legal authority to enter into this agreement. Accordingly, you should read these Terms of Service carefully. If you do not wish to be bound by all or any portion of these terms, you do not have any right to access our website or use our Services.

Use of services; license and restrictions.
Subject to these Terms of Service, Spensa grants each User (subject to payment in regards to the Subscription Services) a limited, personal, revocable, non-exclusive and non-assignable license to use and display the Services on his or her computer or hand-held device, until such rights are terminated in accordance with these Terms of Service. This license is revocable by us at any time without notice and with or without cause. This license is for the sole purpose of enabling the User to use and enjoy the benefit of the Services, as provided by us, in the manner permitted by these Terms of Service.

Except as may be expressly provided for in these Terms of Service, you may not copy, modify, reproduce, distribute, sell, lease, prepare derivative works based on, broadcast or exploit any part of our Services or included software in any manner, nor may you reverse engineer or attempt to extract the source code of that software. Any use of our Services, other than as specifically authorized in these Terms of Service, is strictly prohibited and will terminate the license granted herein.

Any part of the Services may change at any time, without notice to you, and in Spensa’s sole discretion. The Services may be subject to limitations, delays, and other problems inherent to the use of the internet and electronic communications. Neither Spensa nor any third-party contributors of the Services are responsible for any delays, delivery failures, or any other similar or dissimilar damage resulting from such problems. You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Services, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges).
Subscription services registration and account information.
1. Client Accounts. The Client will be provided one or more Client accounts (sometimes referred to as a "master account") to perform administrative functions in relation to the Client's authorized Users and such Users' accounts, and access the Subscription Services as provided by us.
2. User Accounts. In the event the Client has or will have one or more authorized Users designated by it to access and use the Subscription Services on its behalf, the Client must request User accounts from us. Each of the Client's authorized Users will be required to have his or her own User-specific account (including a username, password and/or an email address to access such account) to access or use the Subscription Services; provided, however, we may limit the number of User accounts for provided to any Client, in our sole discretion.
3. Account Information. In order to be provided an account, you will be required to provide current, accurate, identification, contact and other information as part of the registration or signup process and/or continued use of the Subscription Services (the "Account Information"). You will be responsible for: (i) maintaining the accuracy and completeness of your Account Information; (ii) maintaining the confidentiality of your account password; and (iii) all activities and transactions that occur under your account, whether or not authorized. You also agree to immediately notify us of any unauthorized use of your Account Information, account or any other breach of security. We will not be liable for any loss or damage arising from any failure to provide us with accurate information or to keep all Account Information secure.
4. Authorized User Accounts. A User may create and/or access an account for purposes of accessing or using the Subscription Services only if the User: (i) is of legal age to form a binding contract, (ii) is a human (accounts registered by "bots" or other automated methods are not permitted), (iii) provides his or her full legal name, a valid email address and any other information requested in order to complete the signup process, (iv) does not share his or her login (a single login shared by multiple Users is not permitted), (v) does not use the Subscription Services for any illegal or unauthorized purpose, (vi) does not, in the use of the Services, violate any applicable laws or regulations, and (vii) is not barred from receiving the Subscription Services under any applicable laws or regulations.
Subscription services payment.
1. Generally. All Subscription Services are provided on an annual subscription basis, unless earlier terminated in accordance with these Terms of Service. The Client will be billed annually in advance on a continuous basis at the agreed upon pricing until the Subscription Services are terminated in accordance with these Terms of Service. The term of this agreement will commence upon the date which the Client first requests any number of Client or User accounts and will continue for one (1) year (the "Original Term"). Upon the expiration of the Original Term, or any renewal thereof, this agreement shall be renewed for an additional one (1) year period (each a "Renewal Term") and the Client will be automatically billed based on the number of User and Client accounts which the Client has at such time.
2. Pricing. Unless otherwise agreed to in writing, all pricing for Subscription Services will be on an annual basis and subject to adjustment from time to time in our sole discretion. In the event we adjust the pricing at any renewal of this agreement, the Client may cancel this agreement by providing written notice to us of the same within 30 days of the issue date of the invoice reflecting the increased price. All pricing is exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Client is responsible for payment of all such taxes, levies, or duties.
3. Invoices. All amounts due and owing under this agreement will be invoiced to the Client. Invoices will be paid by the Client in full within thirty (30) days of issuance. After such time, all unpaid balances will accrue interest at the rate of one percent (1%) per month. In addition, failure to pay any invoice within such time period may result in disruption or cancellation of the Subscription Services to the Client and its authorized Users.
4. Adding User Accounts. The Client may add additional authorized User accounts at any time by requesting the same from us. At such time, we will issue the Client an invoice for the additional User account(s) at the then current pricing without proration. The additional User account(s) will be valid for the duration of the then-current Original Term or Renewal Term, as the case may be. Thereafter, all of the Client's authorized User accounts will be subject to renewal in accordance with Section 3.1.
5. Termination.
  1. By Spensa. We may terminate this agreement and the provision of Subscription Services to the Client and its authorized Users, or any individual User, as we determine appropriate in our sole discretion at any time which (i) Client or any of Client's authorized Users is in default of these Terms of Service, not including the Client's payment obligations hereunder, and such violation remains uncured for a period of fifteen (15) days following notice of the same; or (ii) Client is in default of its payment obligations hereunder.
  2. By Client. Should the Client wish to cancel any number of its authorized User accounts (up to and including all of the Client's authorized User accounts), it shall inform us of the same in writing at least 30 days prior to the expiration of the then current Term. Upon cancellation or termination of a User’s account, such User’s right to access or use the Subscription Services will immediately terminate. If the Client cancels an authorized User's account before the end of a current paid up term, such cancellation will take effect immediately. We will archive the User Data relating to a cancelled account for a period of one (1) year following the date of cancellation. In the event the cancelled User account is re-subscribed for Subscription Services within such one (1) year period, such User will be provided with access to the User’s archived data.
  3. There will be no refunds or credits issued by us where one or any number of the Client's or its authorized Users' accounts are terminated prior to the completion of a paid up term, or for unused but active and paid-for accounts.
User data.
1. Definition. You acknowledge and agree that you are solely responsible for all data, text, information, images and other material, in whatever form, that you enter, submit, upload or store in connection with the use of the Services ("User Data"), including any data collected through Z-Trap devices and any information imported from any third-party service providers, accessed through the Services or otherwise. You agree that you, and not us, will have full and sole responsibility for the accuracy, quality, integrity, legality, reliability, timeliness, safety and appropriateness of all User Data and that we will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data. We reserve the right to withhold, remove and/or discard User Data without notice for any breach (including, without limitation, non-payment of any fees) or after a specified period of time following the cancellation or termination of a User’s account.
2. Spensa's Right to User Data. In order to enable us to operate the Services, you acknowledge and agree that we (and those we work with) have a non-exclusive right to use, host, store, modify, display and transmit your User Data. You further acknowledge and agree that we may collect, retain and use non-User-specific User Data and information relating to agricultural crops, pest populations, pesticides, regional use, and other agricultural or pest data in blind, collated, assembled or bundled reports. Subject to Section 4.3 applicable to the Subscription Services, we will not use or distribute User Data in any manner that identifies specific Users, without the express consent of such Users.
3. Client's Access to User Data. The Client may have access to the User Data and Account Information of all of its authorized Users provided in connection with the Subscription Services, at Spensa's sole discretion. Each User understands and agrees that (i) any User Data, in whatever form entered, submitted, uploaded or stored in connection with the Subscription Services may be made available Client which has paid for and/or authorized such user's access to the Subscription Services; and (ii) that such User Data may be personally identifiable to the User. All User Data provided by us to the Client is provided "as is," without any warranty of any kind.
Privacy policy.
Our Privacy Policy explains how we treat your personal data and protect your privacy when you use our Services. To review our Privacy Policy, click here. By using our Services, you acknowledge and agree that we can use such data in accordance with these Terms of Service and our Privacy Policy. Our Privacy Policy is part of and is hereby expressly incorporated into these Terms of Service.
User conduct; prohibited activities.
1. User Conduct. You agree that you are responsible for your own conduct and all conduct under an account registered to you, and all User Data, content, reports and other materials that are created, transmitted, stored or displayed by anyone using your Account Information with the Services and for any consequences arising as a result thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Service, and all applicable laws and regulations in the relevant legal jurisdictions (including, without limitation, laws and regulations relating to copyright laws, privacy laws and the storage and transmission of data and technology). Without limiting the foregoing, you shall be deemed to represent and warrant to us that you have the unfettered legal rights and authority to permit you to enter, submit, upload or store your User Data in connection with your use of the Services, and such submission and the grant to us of the rights you grant herein in connection with our offering and operation of the Services does not infringe the rights of any person or third-party. We cannot and will not provide you legal or other advice on these issues, but will act in accordance with applicable law and in our best interests, and, in our discretion, the interests of those who use the Services.
2. Prohibited Activities. You agree NOT to: (i) use the Services for illegal purposes or for promotion of dangerous activities; (ii) impersonate any person or entity, including, but not limited to, a Spensa employee, or falsely state or otherwise misrepresent your affiliation with Spensa or any other person or entity; (iii) modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services, Spensa, or any other Spensa service; (iv) enter, submit, upload or otherwise transmit any data or content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of nondisclosure agreements); (v) enter, submit, upload or otherwise transmit any data or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (vi) enter, submit, upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (vii) interfere with or disrupt the Services or servers or networks connected to the Services, or access, hack into or crack any data therein not intended for you without authorization, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to the Services; (viii) use the Services in violation of any applicable local, state, national or international law or regulation, or in a manner that would potentially harm any individual or entity, including without limitation Spensa; (ix) collect or store personal data about other users for commercial purposes; (x) allow usage by others in such a way as to violate these Terms of Service; (xi) exceed the scope of the Services that you have the right to access and use, for example, accessing and using features that have not been paid for; (xii) access (or attempt to access) any of the Services by any means other than through the interface and using the instructions we provide, or access (or attempt to access) any of the Services through any automated means or otherwise engage the Services in a manner reasonably likely to be harmful to the systems operating the Services or the access or use of the Services by others; or (xiii) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Services.
Proprietary rights; licenses and limitations.
1. Spensa's Rights.
  1. What's Ours. You acknowledge and agree that we (or our third-party licensors) own(s) all legal right, title and interest in and to the Services, including, without limitation, all of the software and code comprising any part of the Services (the "Software"), all of the text, photographs, video, audio, graphics, or other content of any type featured on or distributed from or via our websites or Services (collectively "Content"), and all intellectual property rights therein (whether registered or not and wherever existing in the world).
    
    Some of the software installed on Z-Trap and Sentinel devices is licensed to us under open-source licenses that require us to inform you of the origin of the software and the terms of the licenses. We offer an up-to-date list of licensors, license terms, and links to source code where applicable at https://spensatech.com/opensource/.
  2. No Implicit Transfers of Interest. You further acknowledge and agree that the rights in the Services and all Software and Content utilized therein, including all intellectual property rights, are protected by one or more of copyright, trademark, service mark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms of Service. Nothing in these Terms of Service will be construed as transferring any right, title or interest in our Services, Software or Content to you or anyone else, except the limited license to use our Services on the terms expressly set forth in these Terms of Service. These Terms of Service should not be construed to limit any rights granted to you directly by third parties; for example, rights granted under an open-source license.
  3. Trademarks and Service Marks. We reserve all rights regarding the Services and all Software and Content utilized therein. The trademarks and service marks used or displayed on our websites are registered and unregistered trademarks of Spensa or other third-parties. You may not use any trademarks displayed on our websites without the prior express written permission of Spensa or the trademark owner.
2. Your Rights.
  1. What's Yours. Other than the limited rights you grant in these Terms of Service, you retain all of the rights in or to any User Data that you submit, store, transmit or display on, or through, the Services. You agree that you are solely responsible for protecting and enforcing those rights and that Spensa has no obligation to do so on your behalf.
  2. Grant of Limited License. Subject to these Terms of Service, and payment in the case of Subscription Services, we grant each authorized User a limited, personal, revocable, non-exclusive and non-assignable license to use and display the Services (including the Software provided to you by Spensa as part of the Services) only on the User's personal computer or hand-held device and only for the sole purpose of enabling the use and benefit of the Services as permitted by these Terms of Service, until such rights are terminated in accordance with these Terms of Service.
Notice of claim of intellectual property infringements.
It is our policy to respond to clear and complete notices of alleged copyright infringement that are compliant with the United States Digital Millennium Copyright Act (DMCA, www.copyright.gov), and otherwise be responsive to applicable copyright laws.

If you believe that your work has been used or published in the Services in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide us with a formal notice in accordance with the procedure herein and containing the following information:(i) Identification of the specific copyrighted work that you believe has been infringed upon; (ii) Identify the Web page URL(s) within the Service containing the copyrighted work or intellectual property that you claim has been infringed and, if possible, the contact information for the person you believe responsible for the infringing act in connection with that that work. Describe the content on the page(s) you believe infringes upon the work identified in item (a) above, including whether the content is a particular image (and describe it in detail) or written work (including the text of the copyrighted work); (iii) Include the statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent or the law;" (iv) Provide your name, mailing address, telephone number and e-mail address; and (v) a signed statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Send the written communication via regular mail to: Spensa Technologies Inc., Attn: Compliance Manager, 1281 Win Hentschel Blvd, West Lafayette, Indiana 47906-4182; or email to: [email protected]

Please note that we may reproduce any legal notice we receive to send to a third-party for publication and annotation, and we may post your notice in place of any removed Content. We will respond and/or take action on all complete and qualified notices within forty-eight (48) business hours of receiving your correspondence and reserve the right to communicate with you via email or other means.
Components of services.
We retain the right, at our sole discretion, to implement limits to your ability to enter, access, upload, store or distribute User Data or other data, and impose other limitations at any time, with or without notice. You acknowledge that a variety of our actions may impair or prevent you from using the Services at certain times and/or in the same way, for limited periods or permanently, and agree that we have no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any User Data or Content.

We may from time to time engage certain affiliates or third-parties to provide all or part of the Services to you (including, without limitation, the necessary hardware, software, networking, storage, and related technology required to run the Service), and you hereby acknowledge and agree that such third-party involvement is acceptable. We may from time to time include as part of the Services software supplied by third-parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We expressly disclaim any warranty or other assurance to you regarding such third-party software.

You understand that the technical processing and transmission of the Services, including your User Data, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks, devices, services or media.
Modifications to services.
We reserve the right at any time and at our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Services or any part thereof (including any Software or Content) or any licenses granted herein, with or without notice.

In connection with any modification of the Services, we may automatically download and install software updates from time to time with the intention of improving, enhancing, repairing and/or further developing the Services, and you agree to permit us to deliver these to you (and you to receive them) as part of your use of the Services.

You agree that we will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
Cancellation and termination of subscription services.
The Client may discontinue use of the Subscription Services at any time, for any or no reason and with or without notice, in regard to one or more authorized User accounts. The Client is solely responsible for properly canceling its authorized User accounts in accordance with the direction provided by us in relation to any Subscription Services. Upon cancellation or termination of any authorized User account, such User's right to access or use the Subscription Services will immediately terminate. So long as the Client pays for and maintains at least one Client account in good standing, we will archive the User Data relating to the Client's cancelled User account(s) and provide the Client access to the same. If the Client terminates this agreement and/or all of its authorized User accounts, we will archive all User Data associated with such Client's authorized Users' accounts for a period of one (1) year.

We, in our sole discretion, have the right to suspend or terminate any User account and refuse current or future access to or use of the Subscription Services by such User's account, for any reason at any time, with or without notice. Reasons for terminating your account or your Subscription Services may include, without limitation: (i) your breach or violation of these Terms of Service; (ii) your request or self-effecting account deletion; (iii) an extended period of inactivity (determined in our sole discretion); (iv) your associated Client's nonpayment of any fees or other sums due us or any other party related to use of the Subscription Services; (v) requests by law enforcement or other government agencies; (vi) the discontinuance or material modification to the Services (or any part thereof); or (vii) unexpected technical or security issues or problems. In the event of any termination, we will close the User account and the User will no longer be able to retrieve User Data contained in that account or otherwise use the Subscription Services. Termination of the Subscription Services will result in the deactivation or deletion of the User account and such User's access to such account, and the forfeiture and relinquishment of all such User's User Data. We reserve the right to refuse service to anyone for any reason at any time.
Links to third-party websites.
We may include the use of third-party resources and/or links to third-party websites as part of the Services. We have no control over such sites and resources and, accordingly, you acknowledge and agree that: (i) we are not responsible for the availability of such external sites or resources; (ii) we do not endorse and are not responsible or liable for any content or other materials available from such sites or resources; and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or materials available on or through any such site or resource.
Third-party advertisements.
The Services may be supported in part or in whole by advertising revenue and may display advertisements and promotions on or in connection with the Services. You hereby agree that we may present advertising in connection with the Services in consideration for the rights granted you to access and use the Services. Any decision to utilize advertising, and the manner, mode, extent and terms of any advertising, presented with the Services, are subject to change. We will not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such practices or changes or as the result of the presence of such advertisers on the Service, including, without limitation, any change in the cost of obtaining any Service.

Your interactions with advertisers found on or through the Service, including, without limitation, all reliance upon advertising, all commercial transactions and legal obligations associated therewith, are solely between you and such advertisers.
Geographic information systems ("GIS") data and functionality.
The Services may make available Geographic Information Systems ("GIS") data from third-party sources. No warranty expressed or implied, is made regarding the accuracy, adequacy, completeness, legality, reliability, timeliness or usefulness of any GIS data or its use and availability in the Services, including without limitation, the depiction of property boundaries, fence lines, area maps or any other similar or dissimilar data mapped by or through the Services. You retain all responsibility to verify the specific GIS data made available by use of the Services and to ensure and verify that the calculations made and information rendered by the Services using GIS data are accurate, applicable to your location and comprehensive.
Disclaimer of warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPENSA, OUR RELATED ENTITIES, OUR SUPPLIERS, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SERVICE PROVIDERS (COLLECTIVELY THE "SPENSA PARTIES"), EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, YOUR USE OF THE SERVICES OR ANY WEBSITE TO WHICH IT IS LINKED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SPENSA PARTIES DO NOT REPRESENT OR WARRANT THAT (i) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; (v) NO VIRUSES OR OTHER HARMFUL CODE WILL BE TRANSMITTED TO YOU; OR (vi) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPENSA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
Limitation on liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SPENSA PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF SPENSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON OR USING THE SERVICES; (v) SPENSA’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vii) THE ACTS OR OMISSIONS OF ANY THIRD-PARTY USING THE SERVICES; (viii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED PRODUCT OR SERVICES; (ix) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (x) ANY OTHER MATTER RELATING TO THE SERVICES. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE, THE LIABILITY OF THE SPENSA PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID TO SPENSA FOR USE OF THE SERVICES IN THE PRIOR TWELVE (12) MONTHS FROM THE DATE SUCH CLAIM ARISES.
Indemnity.
1. By User. Each User is responsible for his or her actions related to the use of the Services or the actions of any person using his or her account. As such, each User agrees to indemnify and hold the Spensa Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third-party claims relating to (i) such User's use of the Services (or the use of the Services by any person using your account), (ii) any violation of the Terms of Service by such User, (iii) the entry, sufficiency, adequacy, accuracy, or timeliness of User Data; or (iv) any other actions connected with such User's use of the Services (including all actions taken under your account). In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to such User shall not eliminate or reduce your indemnification obligation hereunder.
2. By Client. The Client is responsible for its own actions and omissions, and the actions and omissions of its authorized Users (jointly and severally) and any person using an account belonging to any of its authorized Users. As such, the Client agrees to indemnify and hold each of the Spensa Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third-party claims relating to (i) the Client's or Client's authorized Users' use of the Services (or the use of the Services by any person using an account registered to the same), (ii) any violation of the Terms of Service by the Client or the Client's authorized Users, (iii) the entry, sufficiency, adequacy, accuracy, or timeliness of User Data by the Client or the Client's authorized Users; or (iv) any other actions connected with the Client's or the Client's Users' use of the Services (including all actions taken under accounts registered to the same). In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to the Client shall not eliminate or reduce your indemnification obligation hereunder.
Exclusions and limitations.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIMITATIONS IN SECTIONS 15, 16 AND 17 WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Notices.
You agree that we may provide you with notices hereunder by email, regular mail or postings on the web site(s) related to the affected Service, in our discretion, and that we may rely upon the contact information you have provided as being accurate, complete and current.

Except where these Terms of Service specifically provide for use of a different means or address for notice, any notice hereunder to Spensa Technologies must be delivered in writing via regular mail to Spensa Technologies Inc., Attn: Compliance Manager, 1281 Win Hentschel Blvd, West Lafayette, Indiana 47906-4182; or email to: [email protected]
Miscellaneous
1. Modifications. We reserve the right to update and change these Terms of Service, in whole or in part, at any time, at our sole discretion. You are responsible for regularly checking these Terms of Service for any updates or other changes, which will be legally binding upon you when we post them, whether or not we provide you with any other notice of such changes. You can review the most current version of these Terms of Service at any time at www.spensatech.com/terms/. If you do not agree to the modified terms for the Services, you should discontinue your use of the Services.
2. Entire Agreement. These Terms of Service, and the documents incorporated herein, constitute the entire agreement between you and Spensa and govern your use of the Services. These Terms of Service, as in effect from time to time, supersedes any prior agreements or earlier versions of the Terms of Service between you and Spensa for the use of the Services. If, through accessing or using the Services, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms of Service shall not affect your legal relationship with such third party. To the extent that you enter into a separate written agreement or "click-through" agreement with Spensa (a "Separate Agreement"), these Terms of Service shall not be considered to supersede the specific contractual terms of the Separate Agreement. If there is any contradiction between the terms of the Separate Agreement and these Terms of Service, then the terms of the Separate Agreement will take precedence over the contradictory terms in these Terms of Service with respect to the subject matter of such Separate Agreement.
3. Third-Party Beneficiaries. You acknowledge and agree that each of our affiliates will be a third-party beneficiary to these Terms of Service and that such other companies or persons shall be entitled to directly enforce, and rely upon, any provision of these Terms of Service which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third-party beneficiary to these Terms of Service.
4. Governing Law; Venue. These Terms of Service and the relationship between you and Spensa will be governed by the laws of the State of Indiana without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within Tippecanoe County, Indiana, for the resolution of all disputes arising out of or relating to these Terms of Service or the Services. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any applicable jurisdiction. The prevailing party in any action will be entitled to recover its court costs and reasonable attorney's fees from the non-prevailing party.
5. Waiver. The failure or delay by us to exercise or enforce any right or provision of these Terms of Service or rights under applicable law shall not constitute a waiver of any such provisions or rights.
6. Severability. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
7. Claims Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under the Terms of Service must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
8. Headings. The section headings in these Terms of Service are for convenience only and have no legal or contractual effect.
Your comments and feedback.
We welcome you to provide any comments, feedback, suggestions, ideas and other communications regarding the Service by clicking on the "feedback & support" button on available on web interface of certain Services, or by e-mail or verbal communications, or otherwise (collectively, "Comments"). By submitting to Spensa any Comments, you acknowledge and agree that: (i) your Comments do not contain confidential or proprietary information; (ii) Spensa is not under any obligation of confidentiality, express or implied, with respect to the Comments; (iii) Spensa will be entitled to use or disclose (or choose not to use or disclose) such Comments for any purpose, in any way, in any media worldwide; (iv) Spensa may have something similar to the Comments already under consideration or in development; (v) your Comments automatically become the property of Spensa without any obligation of Spensa to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from Spensa under any circumstances.

If you have any questions regarding these Terms, please contact us by e-mail at [email protected] or by mail to Spensa Technologies Inc., Attn: Compliance Manager, 1281 Win Hentschel Blvd., West Lafayette, Indiana 47906-4182.

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