SPREN - Terms and Conditions policy
Terms of
Use
LAST UPDATE: April 29, 2021
Spren is an app that
has notifications scheduling and managing platform capabilities ("Platform"). This Platform is
known as Spren ("Spren"). As a user ("User", "you,” or "your”) you can make use of
the Platform by downloading Spren on your Mobile Devices as a mobile application ("App"). The
services provided by the Spren App, Platform, and the Website are hereinafter collectively
referred to as "Services."
This document is the Terms of Use ("User Terms" or
"Agreement") that governs the use and download of the Spren App and Services. Please understand
that this Agreement is a legally binding agreement between the User and Spren.
Please review these User Terms carefully to understand all your rights and
responsibilities. If you have any questions regarding any of the terms contained in the User
Terms, please write to us with your concerns and questions at spren.dev@gmail.com. Please do not
use or download our App and Services if you do not agree with this Agreement.
THIS
AGREEMENT CONTAINS A BINDING AND MANDATORY 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 AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF
CERTAIN DISPUTES. Capitalized terms not described herein have the same meaning ascribed to them
under the Privacy Policy or any other related documents.
1. Accepting the User
Terms
You accept this Agreement when you click on a box indicating your
acceptance. This step occurs when you download our App and establish and create an account on
it. By clicking on the box, you agree and acknowledge that:
a) you have read and understood
the agreement;
b) you represent that you are at least 18 years old;
c) you can form a
binding contract;
d) you have permission from the owner of the mobile device to use the app;
d)
you accept this Agreement and understand that you are legally bound by its terms as well as the
Privacy Policy referenced herein; and
e) 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 and its affiliates to these user terms and conditions, in which case the terms "you" or
"your" shall refer to such entity and its affiliates.
2.
Territory
Our App, Website, Platform, and our Services, are only for use in
India (the "Registered Territory” or "IN”) and some other countries where google playstore is available.
. If we discover any unauthorized registration on our App, Website, or Platform, we
reserve the right to terminate the registration.
We will inform you when we begin offering
our Services in other territories via reasonable means including updating these User Terms.
3.
Privacy Policy
Our privacy policy ("Privacy Policy”) describes how we
handle the information you provide to us when you use our App, Website, and Services. You
understand that through your use of the App, Website, and the Services, you consent to the
collection and use (as set forth in the Privacy Policy) of this information by
Spren.
4. Spren Functions & Benefits
Spren is a notification
scheduling, managing, and blocking Platform developed and owned by Spren. Spren helps you deal
with distractions resulting from multiple notifications received on your mobile devices. The
Spren App enables you to choose and customize important notifications over other non-important
notifications that may be received on your Mobile Devices from time to time.
When you
download and create an account on our App, Spren gets access to all notifications received from
various other apps on your Mobile Device. Additionally, Spren also gets access to the content of
your notifications including but not limited to your text messages, WhatsApp messages, news
alerts, traffic alerts, etc. We use this information and your preference to create a
notification schedule. The App allows users to choose their important notifications and while
Users receive these notifications instantly, all other notifications that the user marks as "not
priority/to be reviewed in batches” are collected and delivered to you together at a time
of your preference. The App also allows users to create rules for different people who
communicate with them, by letting the User choose which people can interrupt them immediately
and which people notifications can wait.
Essentially, the App holds your notifications and
sends them to you in batches. User can customize their experience on the App by feeding in their
busy hours and scheduling different times in a day when the User will be willing to receive
notifications.
Please feel free to review our Privacy Policy to understand and acknowledge
our practices regarding the collection, use, and disclosure of any information that we may
collect from you, including but not limited to information collected from
notifications.
5. Services License
When you access the Services
via our App, we grant you a limited, non-exclusive, revocable, non-sublicensable, and
non-transferable right to: (a) download, install, and use the App for your use in accordance
with these User Terms on a single mobile device owned or otherwise controlled by you ("Mobile
Device”) strictly in accordance with this Agreement, and (b) to access, stream, download
and use on such Mobile Device content and Services made available in or otherwise accessible
through the App, strictly in accordance with this Agreement.
Subject to your compliance with
the User Terms, we also grant you a limited, personal, non-exclusive, revocable, and
non-sublicensable access to our Website, Platform, and Services therein.
When using our App
and accessing our Platform and Services, you need to make sure that your internet connection is
adequate. You would be solely responsible for your internet connection including and not limited
to the applicable charges, rates, tariffs, and other fees that might apply.
You agree that
Spren is not liable for any damages or injury resulting from your use of our App, Website,
application, or Services. Spren provides no warranty of fitness for a particular purpose or
warranty of merchantability. There is no warranty that will extend beyond the description on the
face hereof. any damage alleged for a loss or injury is limited to the fee, if any, paid to
Spren for the ability to access the App, Website, and/or the Services.
6.
Access & Service Restrictions
Only a user who is at least 18 years old can
download our App and use our Services. You certify that you are at least 18 years of age. You
agree to defend, indemnify and hold us harmless for any and all damages, fees, penalties,
lawsuits, causes of action, expenses, costs, liabilities, losses, expenses (including but not
limited to reasonable attorneys’ fees), or comparable charges (collectively "Damages”)
resulting from a violation of this age requirement.
You agree that the Services, including
but not limited to the App, the Platform, Services and Website graphics, trademarks, and
editorial content, contain proprietary content, information, and material, are owned by Spren
and/or its licensors, including our customers, brands and agencies, and is protected by
applicable intellectual property and other laws, including but not limited to copyright. You
agree that you will not use such proprietary content, information, or materials other than for
your permitted use of the Services or in any manner that is inconsistent with these User
Terms.
You agree that you will not to modify, rent, lease, loan, sell, distribute, or create
derivative works based on the App or the Services, in any manner, and you shall not exploit the
App or the Services in any unauthorized way whatsoever, including but not limited to, using the
App and/or the Services to transmit any computer viruses, worms, Trojan horses or other malware,
or by trespass or burdening network capacity. You further agree not to use the App or the
Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or
violate the rights of any other party, and that Spren is not in any way responsible for any such
use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal
messages or transmissions that you may receive as a result of using the App or the Services. You
agree to defend, indemnify, and hold us harmless from any and all damages resulting from a
violation of this Section 6.
7. Reservation of Rights
You
acknowledge and agree that access to the App and the Website and use of the Services are
provided under a license, and not sold, to you. Except to the extent necessary to access and use
the App, Website, and the Services, nothing in this Agreement grants any title or ownership
interest in or to any copyrights, patents, trademarks, trade secrets, or other proprietary
rights in or relating to the App, Website and the Services whether expressly, by implication,
estoppel or otherwise. Spren and its licensors and service providers reserve and shall retain
their entire right, title, and interest in and to the App, Website, and the Services, including
all copyrights, trademarks, and other intellectual property rights therein or relating thereto,
except as expressly granted to you in this Agreement.
8. User Content &
Notifications
User Content. All content that is either posted by you on the App
or the Website or that is obtained by Spren from you for the better provision of Services shall
be collectively referred to as "User Content.” You hereby represent and warrant to Spren
that you own and control all User Content. You agree to defend, indemnify, and hold Spren
harmless for any and all damages resulting from a violation of your representation and warranty
set forth in this Section 6.
Disclaimer Regarding Notifications. Users expressly acknowledge and agree that Spren will
not be held liable for any losses arising from misplaced notifications. The App allows users to
customize their experience with respect to receiving notifications, therefore, Spren shall not
be held liable for any missed notifications. Please take some time to accustom yourself to our
App and our Services and ensure that all your customizations suit your
requirements.
9. Representation & Warranties
You represent and
warrant that: (a) you have the full power and authority to enter into this Agreement, and
neither this Agreement nor your activity hereunder conflicts with any obligation on your part;
(b) all information submitted by you and all statements made by you will comply with all
applicable laws and is accurate, and (c) to the extent that you upload any content on the App or
the Website, you represent that you own all rights in, or have authorization or are otherwise
legally permitted to upload, such content and that such content does not violate any terms of
service applicable to any other Social Media Provider or this Agreement. You agree to defend,
indemnify, and hold Spren harmless for any and all damages resulting from a violation of your
representation and warranty set forth in this Section 9.
10.
Modification
We reserve the right, at our sole discretion, to change or modify
these User Terms at any time. In the event, we modify these User Terms, such modifications shall
be binding on you only upon your acceptance of the modified terms. We will inform you about the
modifications via email or comparable means within 15 days of such modification. We will also
post the modified version on this page. Your continued use of the App and the Services shall
constitute your consent to such changes. Company may change, modify, suspend, or discontinue any
aspect of the App and the Services at any time without notice or liability.
11.
Spren Communication
By downloading our App, accessing our Platform and Website,
and using our Services, you agree to receive communications from us, including via email, SMS
messages and push notifications. If you do not wish to receive communications from us, please
send an email to spren.dev@gmail.com. Please note that sending us an email requiring us to stop
communications at our end may affect your use and access to the Spren App, the Website, and the
Services.
12. Acceptable Use Policy
A User can use the App,
Platform, Website, and the Services only for lawful purposes and in accordance with these User
Terms. You warrant, represent, and agree that you will NOT to use the App, Website, and/or the
Services: In a way that violates any applicable federal, state, local, or international law or
regulation (including, without limitation, any laws regarding the export of data or software to
and from India, or other countries). To send, knowingly receive upload, download, use, or re-use
any material which does not comply with these User Terms. To impersonate or attempt to
impersonate Spren, a Spren employee, another user, or any other person or entity (including,
without limitation, by using e-mail addresses or screen names associated with any of the
foregoing). To engage in any other conduct that restricts or inhibits anyone’s use of the
App, Website, and the Services, or which, as determined by us, may harm Spren or our customers
or expose them to liability. In any manner that could disable, overburden, damage, or impair the
App or the Website or interfere with any other party’s use of the App, Website, and the
Services. To introduce any viruses, Trojan horses, worms, logic bombs, or other material that is
malicious or technologically harmful. Attempt to gain unauthorized access to, interfere with,
damage, or disrupt the App, Website, and/or the Services. To introduce any material which is
defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or
otherwise objectionable. Decompile, reverse engineer, or otherwise attempt to obtain the source
code or underlying ideas or information of or relating to the App, Website, and/or the Services.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other
rights of any other person. Promote any illegal activity, or advocate, promote or assist any
unlawful act. Impersonate any person or misrepresent your identity or affiliation within our
registration process. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD Spren, ITS RELATED COMPANIES AND
THEIR EMPLOYEES, AGENTS, OR CONTRACTORS HARMLESS FROM ANY AND ALL DAMAGES RESULTING FROM ANY
ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS OF
VIOLATIONS OF THIS SECTION AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF OR RESULTING FROM SUCH
INVESTIGATIONS BY ANY OF THE FOREGOING PARTIES OR LAW ENFORCEMENT AUTHORITIES.
13.
Payment Terms
Accessing and using the Spren App, Platform, Website, and
Services is currently free of cost. However, Spren reserves the right to charge a subscription
fee in the future. In the event that Spren modifies this clause to include a subscription fee in
the future, Spren will provide communicate such modification to the User as per the procedure
detailed under Section 10.
14. Confidentiality & Feedback
In
the event that any information is disclosed to you through your access to the App, Platform,
Website, or Services related in any way to Spren and Spren’s business and its customers
which we deem to be confidential and proprietary, you agree to promptly notify Spren about such
disclosure and hold such information in the strictest of confidence. You acknowledge and agree
that any questions, comments, suggestions, ideas, feedback, or other information about the App,
Platform, Website, and/or the Services ("Feedback"), provided by you to us are non-confidential
and we will be entitled to the unrestricted use and dissemination of these Feedback for any
purpose, commercial or otherwise, without acknowledgment or compensation to
you.
15. Indemnification
You shall indemnify, defend and hold
Spren and our officers, employees, managers, directors, customers, and agents (the "Spren
Indemnified Parties”) harmless from and against any and all Damages costs, liabilities,
losses, and expenses (including but not limited to reasonable attorneys’ fees) resulting
from any claim, suit, action, demand or proceeding brought by any third party against Spren
Indemnified Parties arising from any of the following: (i) a breach of this Agreement; (ii) the
negligence, gross negligence or willful misconduct of you or your employees, agents or
contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a
failure by you or your employees, agents, contractors or invitees to comply with applicable laws
and regulations.
16. Disclaimer of Warranties
Your access to and
use of the App, Platform, Website, and Services or any content are at your own risk. You
understand and agree that the App, Website, and Services are provided to you on an "AS IS”
and "AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted
under applicable law, Spren DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED,
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Spren makes no
warranty or representation and disclaim all responsibility and liability for (i) the
completeness, accuracy, availability, timeliness, security or reliability of the App, Website
and/or the Services or any content thereof; (ii) any harm to your computer system, loss of data,
or other harm that results from your access to or use of the App, Website and/or the Services or
any content; (iii) the deletion of, or the failure to store or to transmit, any content and
other communications maintained by the App, Website and/or the Services; and (iv) whether the
App, Website or the Services will meet your requirements or be available on an uninterrupted,
secure, or error-free basis. No advice or information, whether oral or written, obtained from
Spren or through the App, Website, or Services, will create any warranty or representation not
expressly made herein.
17. Limitation of Liability
TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, SPREN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED
DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES,
RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, THE APP
AND THE WEBSITE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING
WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR
THIRD-PARTIES; (iii) ANY CONTENT OBTAINED FROM THE APP, WEBSITE OR THE SERVICES; OR (iv)
UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. THE LIMITATIONS OF THIS
SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE,
TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT SPREN HAS BEEN INFORMED OF THE
POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF
ITS ESSENTIAL PURPOSE. YOU AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVE, KNOWINGLY AND
FREELY ASSUME ALL RISK WHEN ACCESSING THE APP, THE SERVICES, AND THE WEBSITE. YOU, ON BEHALF OF
YOURSELF, AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY
AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY Spren AND ITS OFFICERS,
DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS,
DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT
LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I)
YOUR ACCESS TO OR USE OF THE APP, THE WEBSITE, AND/OR THE SERVICES (II) YOUR USE OF THE APP,
WEBSITE AND/OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH,
EMOTIONAL DISTRESS, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY
RESULT FROM THE USE OF THE WEBSITE OR THE SERVICES, (III) VIOLATION OF THESE USER TERMS,
INCLUDING, WITHOUT LIMITATION, YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN AND FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR
OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE
SERVICES, (IV) CLAIMS, OR ANY DECISION BY A COURT, ARBITRATOR, OR GOVERNMENT AGENCY, THAT SPREN
IS OBLIGATED TO PAY ANY WITHHOLDING TAXES, SOCIAL SECURITY, UNEMPLOYMENT OR DISABILITY INSURANCE
OR SIMILAR ITEMS IN CONNECTION WITH ANY PAYMENT RECEIVED BY YOU UNDER THE TERMS, (V) YOUR
VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY OR
INTELLECTUAL PROPERTY RIGHTS, (VII) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION,
(VIII) YOUR WILLFUL MISCONDUCT, OR (IX) ANY OTHER PARTY’S ACCESS AND USE OF THE SERVICE
WITH YOUR UNIQUE USERNAME, PASSWORD OR OTHER APPROPRIATE SECURITY CODE.
18.
Termination
Users can terminate this binding legal agreement by uninstalling
the App and discontinuing the use of our Services. Additionally, Spren reserves the right to
suspend or terminate your account on our App or cease providing you with all or part of the
Services at any time for any or no reason, including, but not limited to, if we reasonably
believe: (i) you have violated these User Terms or the Privacy Policy, (ii) you create risk or
possible legal exposure for us; (iii) your account should be removed due to prolonged
inactivity; or (iv) our provision of the Services or the App to you is no longer commercially
viable. We will make reasonable efforts to notify you by the email address associated with your
account or the next time you attempt to access your account, depending on the circumstances. In
all such cases, the User Terms shall terminate, including, without limitation, your license to
use the App, Website, and Services. Sections that, by their content and context are intended to
survive, shall survive any termination or expiration of this Agreement.
19.
Third-Party Interaction Disclaimer
You acknowledge that Spren does not and
cannot control the flow of data to or from the App, Platform Website, and/or the Services or
within any portion of the Internet. Such flow depends in large part on the performance of
Internet services provided or controlled by third parties. At times, actions or omissions of
such third parties can impair or disrupt your connections to the Internet (or portions thereof).
Although Spren will use commercially reasonable efforts to take actions it deems appropriate to
remedy and avoid such events with respect to your use of the App, Website, and Services, Spren
cannot guarantee that such events will not occur. Accordingly, Spren disclaims any and all
liability resulting from or related to, such events.
20. Copyright Infringement
& DMCA Notice
If you believe that any content on our App or Website
violates your copyright, and you wish to have the allegedly infringing material removed, please
email us at spren.dev@gmail.com with the relevant information so that we can remove that
content.
Your physical or electronic signature; Identification of the copyrighted
work(s) that you claim to have been infringed; Identification of the material on our services
that you claim is infringing and that you request us to remove; Sufficient information to permit
us to locate such material; Your address, telephone number, and e-mail address; A statement that
you have a good faith belief that use of the objectionable material is not authorized by the
copyright owner, its agent, or under the law; and A statement that the information in the
notification is accurate, and under penalty of perjury, that you are either the owner of the
copyright that has allegedly been infringed or that you are authorized to act on behalf of the
copyright owner. The Spren Copyright Agent to receive the DMCA Takedown Notices is Mr. Pratik
Pathak, (spren.dev@gmail.com). [AK1] You acknowledge that for us to be authorized to take down
any content, your DMCA takedown notice must comply with all the requirements of this Section.
Please note that any misrepresentation of material fact (falsities) in a written notification
automatically subjects the complaining party to liability for any damages, costs, and attorney's
fees incurred by us in connection with the written notification and allegation of copyright
infringement.
21. No Assignment
This Agreement is only for your
benefit. You shall have no right to assign this Agreement or any benefits or obligation
hereunder to any other party or legal entity. Any attempted assignment shall be
void.
22. Relationship Between User & Spren
The parties hereto
are independent contractors, and nothing contained herein shall be interpreted as creating any
relationship other than that of independent contracting parties. The parties shall not be
construed as being partners, joint ventures, shareholders, employer/employee, agent/servant. The
User has no power or authority to bind Spren to any obligation, agreement, debt, or liability.
The User shall not hold itself out as an agent or representative of Spren.
23.
Anti-Bribery & Export Compliance
You agree not to promote, approach or use,
distribute, transfer, provide, sub-license, share with, or otherwise offer the App and/or the
Services in violation of any Laws or this Agreement, including, without limitation, the
Prevention of Corruption act India, US Foreign Corrupt Practices Act, the UK Bribery Act
and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you
will not knowingly directly or indirectly export, re-export, transfer, make available or release
(collectively, "Export”) the App and the Services to any destination, person, entity, or
end-use prohibited or restricted under India, US law without prior government authorization to
the extent required by regulation, including without limitation, any parties listed on any of
the denied parties lists or specially designated nationals lists maintained under respective
govt agencies.
24. Governing Law
This Agreement shall be governed
by the law of the State of Telangana, India, without respect to its conflicts of laws
principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and
venue of the state and central courts located in Telangana, for any actions not subject to
Dispute Resolution and Arbitration provisions as set forth in Section 25.
25.
Dispute Resolution & Arbitration
PLEASE READ THE FOLLOWING SECTION
CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SPREN AND LIMITS
THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
a. Binding Arbitration
Except for
any disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively,
"Disputes”) in which either party seeks to bring an individual action in small claims
court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual
property, including, without limitation, copyrights, trademarks, trade names, logos, trade
secrets or patents, you and Spren agree (a) to waive your and Spren's respective rights to have
any and all Disputes arising from or related to this Agreement, use of our App, Website and the
Services, resolved in a court, and (b) to waive your and Spren’s respective rights to a
jury trial. Instead, you and Spren agree to arbitrate Disputes through binding arbitration
(which is the referral of a Dispute to one or more persons charged with reviewing the Dispute
and making a final and binding determination to resolve it instead of having the Dispute decided
by a judge or jury in court).
b. No Class Arbitrations, Class Actions, or
Representative Actions
You and Spren agree that any Dispute arising out of or related to
these User Terms or the App, Website, User Content or Services is personal to you and Spren and
that such Dispute will be resolved solely through individual arbitration and will not be brought
as a class arbitration, class action or any other type of representative proceeding. You and
Spren agree that there will be no class arbitration or arbitration in which an individual
attempts to resolve a Dispute as a representative of another individual or group of individuals.
Further, you and Spren agree that a Dispute cannot be brought as a class or other type of
representative action, whether within or outside of arbitration, or on behalf of any other
individual or group of individuals.
c. Notice; Informal Dispute Resolution
You
and Spren agree that each party will notify the other party in writing of any arbitrable or
small claims Dispute within thirty (30) days of the date it arises so that the parties can
attempt in good faith to resolve the Dispute informally. Notice to Spren shall be sent by
certified mail or courier to Spren, Plot no 768 defense colony Sainikpuri Hyderabad India
500094. Your notice must include (a) your name, postal address, telephone number, the email
address you use or used for your Spren account and, if different, an email address at which you
can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute,
and (c) the specific relief that you are seeking. Our notice to you will be sent electronically
in accordance with this Agreement and will include (x) our name, postal address, telephone
number, and an email address at which we can be contacted with respect to the Dispute, (y) a
description in reasonable detail of the nature or basis of the Dispute, and (z) the specific
relief that we are seeking. If you and Spren cannot agree on how to resolve the Dispute within
thirty (30) days after the date notice is received by the applicable party, then either you or
Spren may, as appropriate and in accordance with this Section 25, commence an arbitration
proceeding.
d. Process
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN
INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE
ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS,
TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND Spren AGREE THAT ANY DISPUTE
MUST BE COMMENCED OR FILED BY YOU OR Spren WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE,
OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND Spren WILL NO
LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Spren agree that (a)
any arbitration will occur in Hyderabad, India (b) arbitration will be conducted confidentially
by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary
Procedures for Consumer-Related Disputes (the "AAA Rules”) then in effect, except as
modified by this "Dispute Resolution” section, and (c) that the state or federal courts of
the State of Illinois have exclusive jurisdiction over any appeals and the enforcement of an
arbitration award. You may also litigate a Dispute in the small claims court located in the
county of your billing address if the Dispute meets the requirements to be heard in a small
claims court.
e. Authority of Arbitrator
As limited by the FAA, these User Terms
and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and
jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the
determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that
would otherwise be available in a court; provided, however, that the arbitrator does not have
the authority to conduct a class arbitration or a representative action, which is prohibited by
these User Terms. The arbitrator may only conduct an individual arbitration and may not
consolidate more than one individual’s claims, preside over any type of class or
representative proceeding or preside over any proceeding involving more than one individual.
Notwithstanding anything to the contrary herein or the applicable AAA rules. discovery in the
arbitration shall be limited to one set of interrogatories, one set of requests for admissions,
and one set of requests for production of documents. The arbitrator’s award of damages
must be consistent with the terms of the "Limitation of Liability” section above as to the
types and amounts of damages for which a party may be held liable. The arbitrator may award
declaratory or injunctive relief only in favor of the claimant and only to the extent necessary
to provide relief warranted by the claimant’s individual claim. If you prevail in
arbitration you will be entitled to an award of attorneys’ fees and expenses, to the
extent provided under applicable law. We will not seek, and hereby waives all rights it may have
under applicable law to recover, attorneys’ fees and expenses if it prevails in
arbitration.
f. Severability
If any term, clause, or provision of this Section 25
is held invalid or unenforceable, it will be so held to the minimum extent required by law, and
all other terms, clauses, and provisions of this Section 25 will remain valid and enforceable.
Further, the waivers set forth in Section 25 are severable from the other provisions of these
Terms and will remain valid and enforceable, except as prohibited by applicable law.
g.
Opt-Out Right
You have the right to opt-out of binding arbitration within thirty (30) days
of the date you first accepted the terms of this Section 25 by writing to Postbox 768 Sainikpuri
Hyderabad 500094. IN ORDER TO BE EFFECTIVE, THE OPT-OUT NOTICE MUST INCLUDE YOUR FULL NAME AND
CLEARLY indicate your intent to opt-out of binding arbitration. By opting out of binding
arbitration, you are agreeing to resolve Disputes in accordance with Section
25.
26. MISCELLANEOUS
These User Terms and the Privacy Policy
constitute the sole and entire agreement between You and Spren with respect to the App, Website,
and the Services and the Agreement supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, with respect to the Website,
App and the Services. Our failure to exercise or enforce any right or provision of this
Agreement will not constitute a waiver of such right or provision. If any provision of this
Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless
agree that the court should endeavor to give effect to our intentions as reflected in the
provision, and the other provisions of this Agreement remain in full force and effect. You agree
that regardless of any statute or law to the contrary, any claim or cause of action arising out
of or related to use of the Website, App, and the Services or this Agreement must be filed
within one (1) year after such claim or cause of action arose or be forever barred. A party’s
failure to act with respect to a breach by the other party does not constitute a waiver of the
party’s right to act with respect to subsequent or similar breaches. All the sections
intended to survive the termination of this Agreement shall survive. The section titles in this
Agreement are for convenience only and have no legal or contractual effect. Except as explicitly
stated otherwise, any notices to Spren shall be given by certified mail, postage prepaid, and
return receipt requested to Spren Plot no 768 Sainikpuri Hyderabad 500094. Any notices to
you shall be provided to you through our Website or through our App or given to you via the
email address or physical address you provide to Spren during the registration process.