Note: this Spire user agreement (this "agreement") is a legally binding contract between the user (the "user") of Spire.me (the "site") and LifeKraze, LLC, a Tennessee limited liability company ("LifeKraze") and as such it should be reviewed carefully. If a careful review by the user determines that he or she does not agree with the terms of this agreement, the user should not use the site.
Spire is: A platform where people earn points for living life. Users connect with friends, reward, earn, and redeem points! Our mission is to encourage the world to live actively, by providing the sense of community and healthy competition available in a team setting; to focus current passions and inspire new exploration. Welcome to Spire. Log in, then go out and live like it counts.
1. Scope of Agreement.
If the user does not agree to the terms of this agreement, user should not click on "Join Spire" and should not access, view, download or otherwise use any Spire webpage, information or services. By joining the site user acknowledges that he or she has read and understands the terms and conditions of this agreement and agrees to be bound by all of its provisions.
2. User Obligations.
a. Applicable laws and this Agreement. User must comply with all applicable laws and the Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained herein.
b. License and warranty for User's submissions to Spire. User owns the information he or she provides to Spire under this Agreement, and may request its deletion at any time, unless User has shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, User grants to Spire a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information User provides, directly or indirectly to Spire, including but not limited to any user generated content, ideas, concepts, techniques or data to the services, User submits to Spire, without any further consent, notice and/or compensation to User or to any third parties. Any information User submits to Spire is at User's own risk of loss as noted elsewhere in this Agreement.
By providing information to Spire, User represents and warrants that User is entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is User's responsibility to keep his or her Spire profile information accurate and updated.
c. Criteria for users. To be eligible to use the Service, User must meet the following criteria and represent and warrant that he or she: (1) is 13 years of age or older; (2) is not currently restricted from the Services, or not otherwise prohibited from having a Spire account, (3) is not a competitor of Spire or is not using the Services for reasons that are in competition with Spire; (4) will only maintain one Spire account at any given time; (5) has full power and authority to enter into this Agreement and doing so will not violate any other agreement to which User is a party; (6) will not violate any rights of Spire, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at User's cost all equipment, software, and internet access necessary to use the Services.
d. Profile Security. User agrees to: (1) Keep User's password secure and confidential; (2) not permit others to use User's account; (3) refrain from using other Users' accounts; (4) refrain from selling, trading, or otherwise transferring User's Spire account to another party; and (5) refrain from charging anyone for access to any portion of Spire, or any information therein. Further, User is responsible for anything that happens through User's account until he or she closes down User's account or proves that User's account security was compromised due to no fault of User.
e. Indemnification. User indemnifies Spire and hold it harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, charges, and investigations, caused by (1) User's failure to comply with this Agreement, including, without limitation, User's submission of content that violates third party rights or applicable laws, (2) any content User submits to the Site, and (3) any activity in which User engages on or through Spire.
f. Notification of Intent to Breach. If User believes that he or she is entitled or obligated to act contrary to this Agreement under any mandatory law, User agrees to provide Spire with detailed and substantiated explanation of User's reasons in writing at least 30 days before User acts contrary to this Agreement, to allow Spire to assess whether it may, at its sole discretion, provide an alternative remedy for the situation, though Spire is under no obligation to do so.
g. Notifications and Service Messages. For purposes of service messages and notices about the Services to User, notice shall consist of an email from Spire to an email address associated with User's account, even if Spire has other contact information. User also agrees that Spire may communicate with User through User's Spire account or through other means including email, mobile number, telephone, or delivery services including the US Postal Service about User's Spire account or services associated with Spire. User acknowledges and agrees that Spire shall have no liability associated with or arising from User's failure to do so maintain accurate contact or other information, including, but not limited to, User's failure to receive critical information about the Service.
h. Communications between Users. Spire offers Users the opportunity to post information and comments, and share that information with other users. Comments posted and information shared by the User may be seen and used by other Users, and Spire cannot guarantee that other Users will not use the ideas and information that User shares on Spire. Therefore, if User has an idea or information that User would like to keep confidential and/or does not want others to use, or that is subject to third party rights that may be infringed by User's sharing it, User should not post it on Spire. SPIRE IS NOT RESPONSIBLE FOR ANY USER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT, USER INFORMATION, OR USER POSTS ON SPIRE.
3. User's Privileges.
Provided User meets all of User's Obligations, User is granted a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser or mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Spire), view information and use the Services that are provided on Spire webpages in accordance with this Agreement. Spire reserves all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Spire and all related items.
4. Spire's Privileges and Obligations.
a. Availability. For as long as Spire continues to offer the Services, Spire shall provide and seek to update, improve and expand the Services. As a result, Spire will allow User to access the Site as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. Spire may modify, replace, refuse access to, suspend or discontinue the Site, partially or entirely, or change and modify prices for all or part of the Services in its sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to Users unless otherwise noted. Spire further reserves the right to withhold, remove and or discard any content available as part of Users account, with or without notice if deemed by Spire to be contrary to this Agreement. Spire has no obligation to store, maintain or provide User a copy of any content that User or other Users provide when using the Services.
b. Disclosure of User Information. User acknowledges, consents and agrees that Spire may access, preserve, and disclose User's registration and any other information User provides if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary, in Spire's opinion, to: (1) comply with legal process, including but not limited to civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Spire, our Users or the public.
c. Connections and Interactions with other Users. User is solely responsible for User's interactions with other Users. Spire may limit the number of connections User may have to other Users and may, in certain circumstances, prohibit User from contacting other Users through use of the Services or otherwise limit User's use of the Services. Spire reserves the right, but has no obligation, to monitor disputes between User and other members and to restrict, suspend, or close User's account if Spire determines, in its sole discretion, that doing so is necessary to enforce this Agreement.
5. Disclaimers of Implied Warranties.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SPIRE DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF USER IS DISSATISFIED OR HARMED BY SPIRE OR ANYTHING RELATED TO SPIRE, USER MAY CLOSE HIS OR HER SPIRE ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF AND SUCH TERMINATION SHALL BE USER'S SOLE AND EXCLUSIVE REMEDY. USER AGREES THAT HE OR SHE WILL NOT RELY ON SPIRE, ANY INFORMATION THEREIN, OR ITS CONTINUATION. SPIRE PROVIDES THE PLATFORM FOR SPIRE AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. SPIRE DOES NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
SPIRE IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH SPIRE TO ANYONE. IN ADDITION, SPIRE NEITHER WARRANTS NOR REPRESENTS THAT USER'S USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO SPIRE. SPIRE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, SPIRE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF USER'S IDENTITY OR INFORMATION.
SPIRE DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. SPIRE DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, SPIRE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SPIRE SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
6. Limitation of Liability. Neither Spire nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors ("Spire Affiliates") shall be liable for (a) any damages in excess of two times the most recent monthly fee that User paid for a Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to User or any third person arising from User's use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from Spire. This limitation of liability shall:
a. Apply regardless of whether (1) User bases his or her claim on contract, tort, statute or any other legal theory, (2) Spire knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and
b. Not apply to any damage that Spire may cause User intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
c. Not apply if User has entered into a separate agreement to purchase Services with a separate Limitation of Liability provision that supersedes this section in relation to those Services.
a. Mutual right to terminate. User may terminate this Agreement, for any or no reason, at any time, with notice to Spire. This notice will be effective upon Spire processing User's notice. Spire may terminate the Agreement for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in a notice. Termination of User's Spire account includes disabling User's access to Spire and may also bar User from any future use of Spire.
b. Misuse of the Services. Spire may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes abusing the Spire messaging services; creating multiple or false profiles; using the Services commercially without Spire's authorization; infringing any intellectual property rights, or any other behavior that Spire, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, Spire has adopted a policy of terminating accounts of Users who, in Spire's sole discretion, are deemed to be repeat infringers under the United States Copyright Act.
c. Effect of Termination. Upon the termination of User's Spire account, User will lose access to the Services. In addition, Spire may block access to the Services from an IP address or range of IP addresses associated with those of terminated Users. The terms of this Agreement shall survive any termination, except those provisions granting User Privileges and those imposing Obligations on Spire.
8. Applicable Law and Arbitration.
a. Choice of Law. Except for any Disputes relating to intellectual property rights, obligations or any infringement claims, any disputes with Spire arising out of or relating to the Agreement ("Disputes") shall be governed by Tennessee law regardless of User's country of origin or where User accesses Spire, and notwithstanding of any conflicts of law principles.
b. Agreement to Arbitrate and Pay Attorneys' Fees. Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Chattanooga, Tennessee in English, with a written decision stating the legal reasoning issued by the arbitrator(s) at either party's request, and with arbitration costs and reasonable documented attorneys' costs of both parties to be borne by the party that ultimately loses.
c. Exception from Arbitration Agreement. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
9. Miscellaneous Terms
a. Severability. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
b. Notices and Service of Process. In addition to Section 3.g. ("Notifications and Service Messages"), Spire may notify Users via postings on www.Spire.me. User may contact Spire via mail or courier at:
ATTN: David S. Neilson
537 Market Street, Suite 106
Chattanooga, TN 37402 USA
Spire accepts service of process at this address. Any notices that do not comply with this section shall have no legal effect.
c. Entire Agreement. User agrees that this Agreement constitutes the entire, complete and exclusive agreement between User and Spire regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
d. Amendments to this Agreement. Spire reserves the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.Spire.me or notifying User otherwise. If User does not want to agree to changes to the Agreement, User can terminate the Agreement at any time in accordance with the terms hereof.
e. No informal waivers, agreements or representations. Spire's failure to act with respect to a breach of this Agreement by User or others does not waive Spire's right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any Spire Affiliate shall be deemed legally binding on any Spire Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Spire.
f. No Injunctive Relief. In no event shall User seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
g. Beneficiaries. Affiliates of Spire are not parties, but are intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against User.
h. Assignment and Delegation. User may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. Spire may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to User. Spire may also substitute, by way of unilateral novation, effective upon notice to User, Spire Corporation for any third party that assumes our rights and obligations under this Agreement.
10. Spire User Rules.
As a condition to access Spire, User agrees to this Agreement and to strictly observe the following User Rules:
a. User will do the following:
i. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
ii. Provide accurate information to Spire and update it as necessary;
iv. Review and comply with notices sent by Spire concerning the Services; and
v. Use the Services in a professional manner.
b. User will not do the following:
i. Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to Spire;
ii. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on Spire (excluding content posted by User) except as permitted in this Agreement, or as expressly authorized by Spire;
iii. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
iv. Include information in User's profile or elsewhere, except in designated fields, that reveals User's identity or sensitive personal information such as an email address, phone number or address or is confidential in nature;
v. Create a user profile for anyone other than a natural person;
vi. Utilize information, content or any data User views on and/ or obtain from Spire to provide any service that is competitive, in Spire's sole discretion, with Spire;
vii. Imply or state, directly or indirectly, that User is affiliated with or endorsed by Spire unless User has entered into a written agreement with Spire;
viii. Adapt, modify or create derivative works based on Spire or technology underlying the Services, or other Users' content, in whole or part, except as expressly permitted;
ix. Rent, lease, loan, trade, sell/re-sell access to Spire or any information therein, or the equivalent, in whole or part;
x. Use bots or other automated methods to add or download contacts, send or redirect messages or other permitted activities other than through Spire-sanctioned tools such as its application programming interfaces or its own services or integrations with other, partner services;
xi. Access, via automated or manual means or processes, Spire for purposes of monitoring its availability, performance or functionality or for any competitive purpose;
xii. Engage in "framing," "mirroring," or otherwise simulating the appearance or function of Spire's website;
xiii. Attempt to or actually access Spire by any means other than through the interfaces provided by Spire;
xiv. Attempt to or actually override any security component included in or underlying the Site;
xv. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications to other Users or Spire personnel, attempts to gain unauthorized access, or transmission or activation of computer viruses;
xvi. Remove any copyright, trademark or other proprietary rights notices contained in or on Spire, including those of both Spire and any of its licensors;
xvii. Remove, cover or otherwise obscure any form of advertisement included on Spire;
xviii. Harass, abuse or harm another person, including sending unwelcomed communications to others using Spire;
xix. Collect, use or transfer any information, including but not limited to personally identifiable information obtained from Spire except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
xx. Share information of non-Users without their express consent;
xxi. Interfere with or disrupt Spire, including but not limited to any servers or networks connected to Spire;
xxii. Use or attempt to use another's account without authorization from the Company, or create a false identity on Spire;
xxiii. Infringe or use Spire's brand, logos and/or trademarks, including, without limitation, using the word "Spire" in any business name, email, or URL or including Spire's trademarks and logos except as expressly permitted by Spire;
xxiv. Upload, post, email, transmit or otherwise make available or initiate any content that:
1. Falsely states, impersonates or otherwise misrepresents User's identity, including but not limited to the use of a pseudonym, or misrepresenting User's current or previous positions and qualifications, or User's affiliations with a person or entity, past or present;
2. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
3. Adds to a content field information that is not intended for such field (i.e. submitting a telephone number in the "title" or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Spire);
4. Includes information that User does not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
5. Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
6. Includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. This prohibition includes but is not limited to (a) using Spire invitations to send messages to people who don't know the User or who are unlikely to recognize the User as a known contact; (b) using Spire to connect to people who don't know the User and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists;
7. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Spire or any User of Spire;
8. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or
xxv. Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices.
This Agreement includes by reference the following:
Spire Content Complaint Policy