BY CLICKING THE "SIGN UP" BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF SPONTBOX INC’S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST QUIT THE REGISTRATION PROCESS AND MAY NOT USE THE SERVICE.
SPONTBOX INC will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the SPONTBOX INC website incorporated by reference herein, including but not limited to SPONTBOX INC’s privacy and security policies.
The following are the standard terms and conditions under which SPONTBOX INC ("the Company") supplies Services. These Terms and Conditions shall, unless otherwise expressly stated in writing, apply to the subject matter of any agreement in respect thereof.
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
Disclosure SPONTBOX INC’s privacy and security policies may be viewed at http://www.spontbox.com/PrivacyPolicy. SPONTBOX INC reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.
SPONTBOX INC hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by SPONTBOX INC and its licensors.
You may not access the Service if you are a direct competitor of SPONTBOX INC, except with SPONTBOX INC’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify SPONTBOX INC immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to SPONTBOX INC immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another SPONTBOX INC user or provide false identity information to gain access to or use the Service.
SPONTBOX INC does not own any data, information or material that you submit to the Service in the course of using the Service (”Customer Data”). You, not SPONTBOX INC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and SPONTBOX INC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. SPONTBOX INC reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and SPONTBOX INC shall have no obligation to maintain or forward any Customer Data.
SPONTBOX INC alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the SPONTBOX INC Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the SPONTBOX INC Technology or the Intellectual Property Rights owned by SPONTBOX INC. The SPONTBOX INC name, the Abillance logo, and the product names associated with the Service are trademarks of SPONTBOX INC or third parties, and no right or license is granted to use them.
Charges are yearly. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments for the service must be made yearly in 30 days from the Request for Payment electronically or the service will be cancelled. Payments are arranged through PayPal INC payment system or via certified checks. All payment obligations are non-cancellable and all amounts paid are non-refundable after the first 60 days of a new subscription. You are responsible for paying for all device subscriptions you have agreed to. SPONTBOX INC reserves the right to modify its fees and charges and to introduce new charges at renewal time, which notice may be provided by e-mail. The Spontbox device is free with a subscription. As long as a device has subscription it would be under warranty: so if anything goes wrong with the device we replace it, however, the user is responsible for shipping the broken device to us before receiving a new one. If the Spontbox device is damaged or lost after reception of order, there is a $50 USD deductible + shipping & handling for a replacement.
SPONTBOX INC charges and collects yearly for use of the Service. SPONTBOX INC will automatically issue an invoice every year and it needs to be paid within 30 days. If the invoice is not paid within 30 days SPONTBOX has the right to terminate your account. SPONTBOX INC’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide SPONTBOX INC with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address.
This Agreement commences on the Effective Date. The Initial Term shall be for one year or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay for the Service by completing the registration form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of one year, at SPONTBOX INC’s then current fees. Either party may terminate this Agreement, by notifying the other party in writing at least 1 day prior to the date of the requested termination.
Any breach of your payment obligations or unauthorised use of the SPONTBOX INC Technology or Service will be deemed a material breach of this Agreement. SPONTBOX INC, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that SPONTBOX INC has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. SPONTBOX INC represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online SPONTBOX INC help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You shall indemnify and hold SPONTBOX INC, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that SPONTBOX INC (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release SPONTBOX INC of all liability and such settlement does not affect SPONTBOX INC’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
SPONTBOX INC shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by SPONTBOX INC of its representations or warranties; or (iii) a claim arising from breach of this Agreement by SPONTBOX INC; provided that you (a) promptly give written notice of the claim to SPONTBOX INC; (b) give SPONTBOX INC sole control of the defence and settlement of the claim (provided that SPONTBOX INC may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to SPONTBOX INC all available information and assistance; and (d) have not compromised or settled such claim. SPONTBOX INC shall have no indemnification obligation, and you shall indemnify SPONTBOX INC pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
SPONTBOX INC AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SPONTBOX INC AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SPONTBOX INC AND ITS LICENSORS.
SPONTBOX INC’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPONTBOX INC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada. Any dispute concerning it or its interpretation shall be adjudicated in that Jurisdiction.
SPONTBOX INC may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in SPONTBOX INC’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in SPONTBOX INC’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to SPONTBOX INC (such notice shall be deemed given when received by SPONTBOX INC) at any time by any of the following: Spontbox.com certified email message from your user account to firstname.lastname@example.org or a letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to:
5700 Yonge Street, Suite 200
Toronto, Ontario, Canada
SPONTBOX INC reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of SPONTBOX INC but may be assigned without your consent by SPONTBOX INC to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of SPONTBOX INC directly or indirectly owning or controlling 50% or more of you shall entitle SPONTBOX INC to terminate this Agreement for cause immediately upon written notice.
If there are any questions regarding this agreement you may contact us using the information below.
5700 Yonge Street, Suite 200