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uSpree Terms of Use
uSpree, Inc. TERMS OF USE
General Terms and
Conditions
Effective January 1, 2005
The
following terms and conditions govern the access and use of,
the products, services and offerings of uSpree, Inc.
(hereinafter "uSpree"), including the online services
available at www.uSpree.com (collectively the "Services") and
the content, information, marks, links, hyperlinks, services,
products, Services or information made available therein
(hereinafter the "Products") by the person(s), entity, agency,
organization, individual or company (hereinafter the
"User(s)") accessing the Services:
1. LICENSE;
RESTRICTION ON USE
1.1. The User is granted a
limited non-exclusive revocable license to use the Services
and Products in accordance with this agreement. This limited
non-exclusive revocable license includes the right to search,
access, read, review, obtain or receive information, links,
hyper-links, or such other information in the Services for the
User's personal use and to the extent such use is both lawful
and in accordance with these terms and conditions.
1.2. Except as specifically provided in Section 1.1,
the User is prohibited from downloading, storing, reproducing,
transmitting, displaying, copying, distributing or using the
Products or Services, or any information, marks, links or
other materials from the Services, except for the sole
personal use of the User. This sections specifically prohibits
the use, incorporation, redistribution, distribution,
publishing or any other use of the Products or Services, or
any information, marks, links or other materials from the
Services in or on any Website, loose-leaf, newsletter or other
published matter, in whatever form, kind or media, without the
direct written consent of uSpree.
1.2. All rights,
titles and interests (including all copyrights and other
intellectual property rights) in the Services and Products
belongs to uSpree and/or its third party suppliers of the
Products. The User acquires no proprietary interests of any
nature or in any kind in the Services, Products or copies
thereof.
1.3. The User may not use the Services or
Products in any fashion that infringes the copyrights or
proprietary interests of uSpree or other third parties. The
User may not tamper with, alter or change any Products or
information from the Products or Services.
1.4. The
User may not use the Products or any information included
therein, in direct violation of or in contradiction with any
terms or conditions of use or license granted by any supplier,
manufacturer or other third party provider of the Products.
1.5. Other provisions that govern the User's use of
the Products or Services may be set forth in the applicable
licenses, terms of use, online descriptions, online notices
and other forms of notification that may be available by
uSpree, or other third parties (collectively "Additional
Terms"), all of which are incorporated by reference herein to
these General Terms and Conditions.
1.6. The User
hereby accepts any and all conditions, restrictions, licenses
and other terms of use, granted or covered by any license,
contract or agreement from any third party, including but not
limited to third party providers, manufacturers or
distributors of the Products used in the Services.
2. USE OF SERVICES
2.1. Products
and information may be added, withdrawn, changed or restricted
from the Services by uSpree at any time and without notice.
uSpree is not responsible for the unavailability of any
Products advertised or made available through the Services or
the content or usability of any products or services listed by
the Services.
2.2. The User acknowledges that it has
read and otherwise reviewed any product descriptions or
information prior to purchasing such items made available in
the Products. The User acknowledges that it is the User's duty
to access the merchant's website in order to review and verify
the completeness and accuracy of information about the
products or services.
2.3. uSpree shall not be
responsible for any delays in the availability any Products,
whether such delays are caused by any mail, ISP or other
services used by uSpree, weather, force majeure circumstances
such as flood, fire, earthquake and other natural disasters,
as well as war or military actions, civil uprising,
insurrection or the like, and restrictions on exports or
imports.
3. LIMITED WARRANTY
3.1.
Users acknowledges that uSpree does not create or maintain the
Products or information therein and that uSpree is not
responsible for the content or accuracy of such Products or
information therein.
3.2. Users acknowledge that
uSpree does not create, support, manufacture or distribute any
products or services listed in the Services and expressly
disclaims any warranties, including any warranties of
merchantability and fitness for a particular purpose or use
3.2. THE SERVICES AND PRODUCTS ARE PROVIDED ON AN "AS
IS", "AS AVAILABLE" BASIS AND USPREE AND EACH THIRD PARTY
SUPPLIER OF THE PRODUCTS EXPRESSLY DISCLAIM ALL WARRANTIES,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR USE.
4. LIMITATION OF
LIABILITY
4.1. A Covered Party shall not be liable
for any loss, injury, claim, liability or damage of any kind
resulting in any way from (a) errors in or omissions from the
Services or Products available or not included therein, (b)
the unavailability or interruption of the Services or
Products, (c) use of the Services or Products (regardless of
whether the User received any assistance from any Covered
Party in using the Services or Products), (d) the User's use
of any equipment in connection with the Services, (e) the
content of the Products, (f) any delay or failure in
performance beyond the reasonable control of a Covered Party,
(g) the use of the Products by an authorized individual, User,
authorized user or other third parties, (h) unauthorized
access, hacking, computer virus or other attacks that may
affect either the content of or access to the Products or
Services.
4.2. "Covered Party" or "Covered Parties"
shall mean and include: (a) the provider of the Services
(uSpree), its affiliates and any owner, officer, director,
employee, subcontractor, agent, successor or assign of the
provider of the Services or its affiliates; and (b) each third
party supplier of Products, their affiliates and any owner,
officer, director, employee, subcontractor, agent, successor
or assign of any third party supplier of Products or any of
their affiliates.
4.3. THE AGGREGATE LIABILITY OF THE
COVERED PARTIES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT
OF OR RELATING TO THE SERVICES OR PRODUCTS SHALL NOT EXCEED
THE AMOUNT OF THE USER'S ACTUAL DIRECT DAMAGES. THE USER'S
RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF
ALL OTHER REMEDIES THAT IT MAY HAVE AGAINST ANY COVERED PARTY.
4.4. THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS'
FEES) IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN
CONNECTION WITH THE SERVICES, PRODUCTS OR THE FAILURE OF ANY
COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY
NEGLIGENCE OF ANY COVERED PARTY.
4.5. The User agrees
to indemnify, defend and hold harmless the Covered Parties
from and against any and all claims, liabilities, judgments,
penalties, losses, costs, damages and expenses, including
reasonable attorneys' fees, of whatsoever kind or nature,
arising by reason of or in connection with any act under or in
violation of this Agreement, any third party agreement,
license or by virtue of the User's, or any third parties use
of the Products or any item obtained therefrom or through the
use of the Services, either directly or indirectly.
5. MISCELLANEOUS
5.1. These General
Terms and Conditions may be changed from time to time by
uSpree. The User's limited non-exclusive revocable license for
access to the Services may be terminated immediately upon
notice to uSpree if any change is unacceptable. Continued use
of the Services following any change constitutes acceptance of
the change.
5.2. The User may terminate the limited
non-exclusive revocable license for access to the Services at
any time by terminating its access to the Services or by
discontinuing access to the Services. uSpree may suspend,
disrupt, terminate or discontinue providing the Services or
Products to User with or without notice.
5.3. User
understands and acknowledges that by accessing the Services it
is permitting and authorizing uSpree to retain certain
information, including but not limited to IP address(es) of
the User, links or selections made from the Services and such
other information about the User and the User's activities in
the Services, as may be kept or obtained by uSpree.
5.4. Except as otherwise provided herein, all notices
and other communications hereunder may be in writing or
displayed electronically in the Services by the provider
thereof.
5.5. The failure of the provider of the
Services or any third party supplier of the Products to
enforce any provision hereof shall not constitute or be
construed as a waiver of such provision or of the right to
enforce it at a later date.
5.6. The User or
subscribing organization may not assign its rights or delegate
its duties under this subscription to access the Services
without the prior written consent of the provider of the
Services.
5.7. These General Terms and Conditions and
the Additional Terms shall be governed by and construed in
accordance with the laws of the State of New York.
5.8. Each third party supplier of Products has the
right to assert and enforce these provisions directly on its
own behalf as a third party beneficiary.
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