Effective: June 1, 2020
These Terms may be amended or modified by us at any time, with or without notice, by posting the revised version or otherwise communicating it to you through the Services. Your continued use of any part of the Services constitutes acceptance to any such updated version. It is therefore essential that you consult these Terms at the time of accessing the Services, particularly in order to determine which provisions are in operation at that time, in case they have changed since the last time you used the Services or reviewed these Terms. Please refer to the “Effective Date” or “Last Updated” date at the beginning of this document when reviewing these Terms for updates.
- Creating an Account
In order to access certain features of and utilize the Services, you must create an account (“User Account”). You must complete the registration process by providing us with current, complete and accurate information as prompted in the applicable registration form, and you must keep that information current. To create a User Account, you must be a legal resident of the United States and at least 18 years of age or the age of majority in your state of residence at the time of registration. It is your responsibility to check and understand the local laws in your jurisdiction regarding the legal purchasing age in order to purchase from or use our Services. You must safeguard your password and PIN and otherwise supervise the use of your User Account. You understand and agree that you are responsible for your own use and the use of your User Account by anyone you allow to access it and will notify Spence immediately of any unauthorized use of your User Account. Your User Account is non-transferrable and may not be sold, combined or otherwise shared with any other person or business. We may periodically update the Services with tools, improvements, and other general updates to improve the Services. You agree that your continued use of the Services may require you to receive these updates.
If you violate any of these Terms, we may terminate any or all of your User Accounts. If we terminate your User Account, you may not re-enroll or join under a new account unless we formally invite you. If you commit fraud or falsify information in connection with your use of the Services or in under your User Account, your User Account may be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, to pursue legal action through relevant local, national and international law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of the Services.
- Your Permitted Uses
The Services are private property of Spence. Subject to the terms and conditions of these Terms, Spence grants you the non-transferable, nonexclusive, revocable, limited license to access and use the Services without any right to re-license, sublicense, distribute, assign or transfer such rights. Spence reserves all rights not expressly granted in these Terms. Your uses of the Services must be lawful and must comply with these Terms. To the extent your conduct (as judged by us in our sole discretion) violates these Terms, we may limit your privileges on the Services and seek other remedies, which include, but are not limited to, terminating your User Account and use of the Services and retaining all fees paid to us by you for the Services. As a condition of your use of the Service, you agree that:
- You will not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or content obtained from or otherwise connected to our Services;
- You will not reverse engineer, decompile or modify Services, in whole or in part or otherwise use the Services or the information contained therein or results derived therefrom to develop any products or services that could be competitive with the Services;
- You will not tamper or interfere with the proper functioning of the Services or any part, page or area of the Services, including any manner that could damage, disable, overburden or impair the Services, or attempt to transmit any “virus,” “trojan horse” or other software destruction or disruption device;
- You will not attempt to scan or test the security or configuration of the Services or to breach security or authentication measures without proper authorization;
- You will not alter, remove, or otherwise hinder the delivery of any copyright, disclaimer, or other proprietary notice appearing on the Services; and
- You will not submit any purposely inaccurate information, commit fraud or falsify information in connection with your User Account;
- You will maintain sufficient funds in your financial account to cover the amount of your purchases through our Services;
- You will not aggregate any content or other information from the Services (whether using links or other technical means or physical records associated with purchases made through the Services) with material from other sites or on a secondary site without our express written permission;
- You will not violate the copyright, trademark, service mark or other intellectual property rights of Spence or any third party in connection with your use of the Services; and
- You will not, intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to, any regulations having the force of law while you are using or accessing the Services.
- Availability of the Site
Your use of the Services may be subject to the terms of your agreement with your mobile device manufacturer or your mobile device carrier. We do not warrant that the Services will be compatible with your mobile device or mobile device service.
You agree that from time to time we may modify or remove the Services, including any features therein, for indefinite periods of time at any time, without notice to you. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time for any reason including, without limitation, routine maintenance. Spence reserves the right to terminate your User Account and/or to prevent you from using or accessing the Services at any time, for any reason and at Spence’s sole discretion. Spence retains the right to determine the content, appearance, design, functionality and all other aspects of the Services. We shall not be liable to you or any third party should we exercise this right.
- Accuracy, Completeness and Timeliness of Information
Although we strive for accuracy in all elements of the Services, it may contain errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information if any information on the Services is inaccurate at any time without prior notice. Although we make reasonable efforts to prevent tampering with the Services, we do not guarantee that our efforts will always be successful. Spence is not responsible for your reliance on any information or content found on the Services, and Spence makes no representations about the accuracy, reliability, completeness, or timeliness of the Services or information thereon, and is not responsible for the conduct, whether online or offline, of any person using the Services, including any person’s violation of these Terms.
- Third Party Links
Links to third party websites or platforms through the Services are provided solely as a convenience to you. Spence is not responsible for the content provided through these links. We do not endorse, sanction, verify, or guarantee the accuracy or completeness of such third party content and we make no warranty as to the accuracy of any such information. Spence does not control and is not responsible for any third party websites, their content or their policies, including, without limitation, privacy policies or lack thereof. Spence does not endorse or make any representations about third party websites, platforms or any information, software or other products, services, or materials found there, or any results that may be obtained from using them.
- Disclaimer of Warranty
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER SPENCE NOR ANY OF ITS EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, (B) THE AVAILABILITY OR DELETION OF, OR FAILURE TO TRANSMIT, ANY USER CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES, (C) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICES OFFERED THROUGH THE SITE OR (D) THE SERVICES BEING FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. THE SITE IS MADE ACCESSIBLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPENCE HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WITH RESPECT TO THE SITE AND ANY PRODUCTS, MERCHANDISE, OR SERVICES OFFERED THROUGH THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability
You agree to indemnify, defend and hold us (including our employees, directors, agents, affiliates, and representatives) harmless from and against any and all claims, demands, action, suits, investigation, audit, inquiry or other proceeding brought by a third party, and associated costs, losses, damages, liability, penalties, interest and expenses (including attorneys’ fees) that arises out of or relates to your actual or alleged violation of these Terms or other improper use of the Services through your User Account.
- Dispute Resolution and Agreement to Arbitrate
Any action, dispute, claim or controversy of any kind, whether in contract or tort, statutory or common law, legal or equitable, or under any law, between you and the Spence (the “Parties”) now existing or hereafter arising under or in connection with, or in any way pertaining to, your use of the Service (“Dispute”) will be resolved expeditiously and amicably in accordance with the procedures outlined below. The Parties do not intend for the procedures outlined below to supplant the routine handling of inquiries and complaints through informal contact with customer service representatives or other designated personnel of Spence.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND SPENCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION EITHER AS A MEMBER OF A CLASS OR AS A CLASS REPRESENTATIVE. ANY ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS OR COLLECTIVE ACTION BASIS.
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts.
- General. The complaining Party’s representative will notify the other Party’s representative in writing of the Dispute (the “Notice”), and the non-complaining Party will exercise good faith efforts to resolve the matter as expeditiously as possible. Spence’s address for the Notice is 910 W. VanBuren St., Suite 100-317, Chicago, IL 60607. In the event that such matter remains unresolved thirty (30) days after the delivery of the complaining Party’s written notice, Parties will confer in an effort to resolve the Dispute. If they are unable to reach a resolution of the Dispute, either Party may commence an arbitration proceeding. A Party who fails or refuses to submit to arbitration following a lawful demand by any other Party will bear all costs and expenses incurred in compelling arbitration of any Dispute.
- Exceptions. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either Party to: (a) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (b) seek injunctive relief in a court of law in aid of arbitration; or (c) to file suit in a court of law to address an intellectual property infringement claim.
- Governing Rules. Arbitration proceedings will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) or such other administrator as the parties may mutually agree upon in accordance with the AAA Consumer Arbitration Rules. If there is any inconsistency between the terms herein and any such rules, the terms herein will control. The arbitration will be conducted at a mutually-agreed upon location in the jurisdiction whose Law govern the Terms (“Arbitration Location”), or as selected by the AAA or other administrator if no agreement can be reached; the parties hereby waive any claim of forum non conveniens. All statutes of limitation applicable to any Dispute will apply to any arbitration proceeding. All discovery activities will be expressly limited to matters directly relevant to the Dispute being arbitrated. Judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction. All arbitration proceedings between parties will be confidential unless otherwise agreed by the parties in writing.
- Arbitrator Qualifications and Powers; Awards. Arbitrators must be active members of the official licensing organization for attorneys (Bar or equivalent) in the Arbitration Location or retired judges of the judiciary of the Arbitration Location, with experience in the substantive Law applicable to the subject matter of the Dispute. Arbitrators are empowered to resolve Disputes by summary rulings in response to motions filed prior to the final arbitration hearing. Arbitrators (a) will resolve all Disputes in accordance with the substantive Law of Illinois, (b) may grant any remedy or relief that a court could order or grant and such ancillary relief as is necessary to make effective any such award, and (c) will have the power to award recovery of all costs and fees, to impose sanctions and to take such other actions as they deem necessary to the same extent a judge could pursuant to the Illinois Rules of Civil Procedure. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement, to include the threshold question of arbitrability.
- Miscellaneous. To the maximum extent practicable, the arbitrator and the Parties will take all action required to conclude any arbitration proceeding within one hundred and eighty (180) days of the filing of the Dispute. No arbitrator or other Party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a Party required in the ordinary course of its business, by Law, or to the extent necessary to exercise judicial review rights as set forth herein. This arbitration provision will survive termination, amendment or expiration of the Terms or any relationship between the parties.
- Fees. If you commence arbitration in accordance with these Terms, Spence will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. If the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Spence for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- MODIFICATIONS. If Spence makes any future change to this arbitration provision, other than a change to its address for the Notice, You may reject the change by sending us written notice within 30 days of the change to the Notice, in which case your account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes You rejected, will survive.
- Contact Information