Spendtrail Subscription Agreement and Terms of Service
THIS SUBSCRIPTION AGREEMENT AND THE SPENDTRAIL TERMS OF SERVICE (COLLECTIVELY THE “AGREEMENT”) EXPLAIN HOW YOU MAY USE THE SPENDTRAIL SOFTWARE AS A SERVICE UPON THE REGISTRATION OF YOUR SUBSCRIPTION. BY CLICKING "I ACCEPT" PRIOR TO REGISTRATION, YOU GIVE YOUR PERMISSION AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS LISTED BELOW, AND YOU WILL THEN BE ALLOWED TO USE THE SPENDTRAIL SOFTWARE AS A SERVICE. IF YOU DISAGREE WITH ANY OF THE TERMS AND CONDITIONS BELOW, DO NOT CLICK “I ACCEPT”, IN WHICH CASE SIMPLITEX LLC, WHICH OWNS THE SPENDTRAIL SOFTWARE AND SITE RELATED SERVICES, DOES NOT GRANT YOU PERMISSION TO USE THIS SPENDTRAIL SOFTWARE OR ANY SITE RELATED SERVICES.
PART I: Subscription Agreement
1. Payment, Refunds, Changing Subscription Plan
A. A valid credit card is required for paying subscriptions.
B. The subscription to our Spendtrail Software as a Service (“SaaS”) is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of SaaS, downgrade refunds, or refunds for months or partial months in which an account was not used. In order to treat everyone equally, no exceptions will be made.
C. If you initially sign up for a Spendtrail subscription and you don't cancel that subscription within 30 days, you will be billed monthly starting on the 30th day after your subscription was initially created. If you cancel prior to the processing of your first invoice on the 30th day, you will not be charged.
D. All 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, except when required otherwise by applicable law.
E. For any upgrade in your plan level, your credit card that you provided will automatically be charged the new rate on a prorated basis for the part of the month for which the upgraded service is applicable.
F. Changing your subscription plan may cause the loss of content, features, or capacity of your account(s). SimpliTex LLC, does not accept any liability for such loss.
2. Relationship of the Parties
A. The Spendtrail Software as a Service is owned by SimpliTex LLC (“SimpliTex”).
B. You represent that you are an individual 18 years old or older, and if you are subscribing on behalf of an entity or for a multi-user subscription you are duly authorized to enter into this Agreement on behalf of the entity or other users subscribing to the Spendtrail SaaS.
C. SimpliTex does not monitor or edit any transmissions, postings, routings or other materials which you may send, post, route, transmit or otherwise move through or with the SaaS. You may not use the SaaS in any manner that is unlawful, harms SimpliTex’s hardware or software, harms other users or in any way which is not in complete conformance with this Agreement. In connection with your use of the SaaS, you must not transmit any denial of service attacks, worms, viruses or any code of a destructive nature. YOU SHALL NOT USE THE SAAS IN ANY WAY THAT VIOLATES ANY LOCAL, STATE, FEDERAL, OR INTERNATIONAL LAW, OR THE LAWS OF ANY NATION, INCLUDING BUT NOT LIMITED TO IDENTITY THEFT, FRAUD, ABUSE, DENIAL OF SERVICE OR USES THAT MAY VIOLATE HACKING OR OTHER COMPUTER CRIME REGULATIONS.
D. You acknowledge and understand that SimpliTex is a Service Provider and is not liable under the safe harbor protections under the Digital Millennium Copyright Act for any violation or infringement of third party copyright or other rights by you.
E. In the event of a merger, sale of assets or other corporate transaction involving SimpliTex, or in the event of a bankruptcy, insolvency or other action involving SimpliTex’s creditors, or under other similar or related circumstances, SimpliTex reserves the right to disclose and/or sell information about you and your account(s) to any successor to SimpliTex’s business.
F. Notwithstanding any other provision of this Agreement, you shall not permit any user of the SaaS to take any action which, if taken by you, would be considered a breach of any term of this Agreement.
G. SimpliTex reserves the right to modify this Agreement, subscription fees or terms, and features of the SaaS at any time. An amended Agreement is always accessible from the Spendtrail website. You will be given prior notice as set forth in paragraph 2H, below, of any such amendments to this Agreement or changes to the Saas or subscription terms. Your continued use of this SaaS after notice of a modification indicates your acceptance of the amended Agreement or changes to the Saas or subscription terms. You should check this Agreement periodically for modifications.
H. We may give notice to you by means of (i) posting information or a link to it on the Spendtrail homepage, (ii) a general notice on your account login screen, or (iii) by email to your e-mail address on record in your registration data. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after posting, immediately upon display on your account login screen, or twelve (12) hours after emailing.
I. None of the business, tax or legal information that may be provided in connection with the SaaS is professional advice. Please consult an appropriate professional (accountant, attorney, consultant) regarding your specific circumstances.
J. SimpliTex may, but is not required to, deactivate any accounts or subscriptions that are inactive for six (6) months or more.
K. You are responsible for maintaining all hardware and software needed to access the Saas.
L. If you choose to participate in any beta program that might be available, you may receive early access to features still under development. You agree to keep any such features confidential, and understand that said features are experimental, are more likely not to function as intended, and may be changed or discontinued at any time. In addition, you understand that any such features, once released, may require a change in subscription level for continued access.
M. This Subscription Agreement and the accompanying Terms of Service constitute the entire Agreement between the parties and supersede any prior written or oral understanding or agreements.
3. Intellectual Property
A. SimpliTex retains exclusive ownership of all worldwide copyrights, trade marks, service marks, trade secrets, patent rights, moral rights, property rights and all other industrial and intellectual property rights in the SaaS and documentation, including any derivative works, modifications, updates, or enhancements, together with any user content posted or otherwise provided to the Spendtrail website or to SimpliTex via feedback, suggestions, blogs, forums, comments and the like. All rights in and to the SaaS are expressly reserved by SimpliTex. Nothing in this Agreement shall be deemed to grant, by implication, estoppel or otherwise, a license under any of SimpliTex’s other existing or future copyrights, patents, trademarks, service marks or other intellectual property.
B. You agree to follow all proprietary laws that apply to your use of the SaaS. This Agreement gives you no rights, titles or any interests in any intellectual property owned by the SimpliTex and this Agreement creates no relationship between the SimpliTex and you other than that of subscriber and SaaS provider.
C. You acknowledge that the SaaS and its structure, organization, and source code constitute valuable intellectual property of SimpliTex. Accordingly, you agree not to (i) copy, distribute, modify, adapt, alter, translate, or create derivative works (as defined by the U.S. Copyright Act) from the SaaS; (ii) merge the SaaS with other software; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the SaaS; or (iv) otherwise use the SaaS except as expressly allowed in this Agreement.
D. You must not modify, adapt or hack the SaaS or modify another website so as to falsely imply that it is associated with Spendtrail, SimpliTex, or any other SimpliTex service or website.
E. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the SaaS, or access to the SaaS, without the express written permission by SimpliTex.
4. Payments and Fees
You are responsible for payment of any fees for SAAS services now and in the future. You agree to pay for any services you sign up for upon invoice and you agree not to act in any way that could reasonably be considered fraudulent with respect to making payment. You shall pay all applicable taxes for which you may be liable due to your location.
5. Limitation of Liability
A. SimpliTex shall not be liable to you or any third party for any incidental, indirect, exemplary, special or consequential damages, under any circumstances, including, but not limited to, damages for lost profits, revenue or savings, loss of goodwill, or the loss of data or the use of any data or hardware, even if SimpliTex had been advised of, knew, or should have known, of the possibility thereof. UNDER NO CIRCUMSTANCES SHALL SIMPLITEX’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT FOR THE TWELVE MONTHS PRECEDING THE FIRST ACTION THAT GAVE RISE TO LIABILITY. You acknowledge that the fees paid by you reflect the allocation of risk set forth in this Agreement and that SimpliTex would not enter into this Agreement without these limitations on its liability. The software authors, SimpliTex, and its officers, directors, employees, contractors, agents and attorneys are not, nor will they ever be liable to you for any claim or claims of any kind caused by the use of the SaaS. SimpliTex is not liable to you for direct damages of any kind in connection with any third party software used with the Saas, any information or data accessed through the SaaS or access to or inability to access the Saas, servers, or your account or data. Access to the SaaS or your data could be delayed, inaccurate, in error, or contain omissions for which SimpliTex will not have any liability.
B. You expressly understand and agree that SimpliTex shall not be liable for any damages resulting from: (i) the use or the inability to use the SaaS; (ii) any third party sites for a which a link is provided on the Spendtrail website; (iii) unauthorized access to or alteration of your transmissions or data; (iv) changing your subscription plan or (v) any damages of any kind caused by third party suppliers of hardware, software, networking, storage, and technology used in the provision of the SaaS.
6. Disclaimer of Warranties by SimpliTex
A. The SaaS is provided “as is” without any express or implied warranty whatsoever, including but not limited to any warranty of a particular functionality or warranty to be free from viruses, worms, spy-ware or the like. You recognize that the “as is” clause of this Agreement is an important part of the basis of this Agreement, without which SimpliTex would not have agreed to enter this Agreement. SimpliTex herein disclaims all warranties, express, implied, or statutory, regarding the SaaS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, title, and non-infringement. No representation or other affirmation of fact regarding the SaaS shall be deemed a warranty for any purpose or give rise to any liability whatsoever. You acknowledge that you relied on no warranties or statements other than as may be set forth herein. In no event will SimpliTex or the SaaS authors be held liable for any damages arising from the use of this SaaS. If the SaaS and/or any data stored by you on the SaaS Servers prove to be infected with malware, you assume the risk of any and all costs of any repairs to your computer systems, the SaaS servers and/or any injuries or problems of any kind. SimpliTex has the right to change its software, services or features in any way and at any time.
B. SimpliTex does not warrant that (i) the SaaS will meet your specific requirements, (ii) the SaaS will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the SaaS will be accurate or reliable, (iv) the quality of any products, services, information, or other material obtained by you through the SaaS will meet your expectations, and (v) any errors in the SaaS will be corrected.
7. Indemnification
You shall defend, indemnify and hold harmless SimpliTex, its officers, directors employees, contractors, agents, and attorneys from any and all third party claims or causes of action arising solely out of or in connection with your use of the SaaS (other than any such claims or causes of action arising out of SimpliTex’s gross negligence or willful misconduct), including but not limited to your breach of any term of this Agreement and/or your violation of any local, state, federal or international law, or the laws of any nation, and shall pay any and all damages and expenses (including but not limited to reasonable attorneys’ fees) incurred by SimpliTex and/or its officers, directors employees, contractors, agents, and attorneys. SimpliTex reserves the right, at its own expense, to assume the exclusive defense and control of any matter to which it has been made a party notwithstanding indemnification by you, in which event you shall cooperate with SimpliTex in asserting any available defenses.
8. No Waiver
If SimpliTex fails to exercise any of its rights under this Agreement for any reason whatsoever, any such failure to exercise such right shall not constitute waiver of such rights.
9. Severability
If a State or Federal court of competent jurisdiction finds any part of this Agreement unenforceable then the remainder of the Agreement will continue intact and in full force and effect.
10. Governing Law, Jurisdiction and Venue
This Agreement shall be governed and construed by the laws of the United States (as applied by Federal courts sitting in the State of Texas) and of the State of Texas, notwithstanding any rules concerning conflicts of laws. You agree that any legal action against the software authors, SimpliTex LLC, its owners, officers, directors, employees, contractors, agents or attorneys must be taken in Travis County, Texas, United States of America, and you herein consent to venue in Travis County Texas. By accepting this Agreement, you also consent to personal jurisdiction in any State or Federal Court located in Travis County, Texas, United States of America, and waives any objection thereto, including but not limited to the defense of forum non conveniens.
11. Termination
A. This Agreement is in effect upon your acceptance and remains in effect until one of the parties terminates the Agreement. SimpliTex may terminate the Agreement at any time for any reason. This Agreement automatically terminates if you breach any term of this Agreement. In the event this Agreement is terminated for any reason, all terms under the Agreement, except your right to use the SaaS, survive such termination.
B. You are solely responsible for properly canceling your subscription. An email or phone request to cancel your subscription is not considered cancellation. You can cancel your subscription at any time by accessing your Spendtrail account management area.
C. Your content may be retained in confidence by SimpliTex after cancellation except as provide herein.
D. If you cancel your subscription before the end of your current paid up month, your cancellation will take effect upon the expiration of your current paid up month.
PART 2: Spendtrail Terms of Service
By using the Spendtrail SaaS, you agree to be bound by the following terms and conditions:
Terms of Service Rules
1. Accessing unauthorized Spendtrail accounts and services is absolutely forbidden. You may not attempt to access accounts which are not yours.
2. In order to subscribe to and use the Spendtrail SaaS, Spendtrail will grant you a Username, Password and an account. You are solely responsible for maintaining the confidentiality of your Username and Password. You may not share your Username and Password with others so they can access your account. You are responsible and liable for all activities conducted through your Username, Password and account, even if this occurs without your permission. We strongly recommend that you check regularly to see if any new, unauthorized accounts have been created under your Spendtrail subscription.
3. You must accurately provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
4. Your Username may only be used by one person – a single Username shared by multiple people is not permitted. Subscribers to plans allowing multiple users may, within any limits set by the plan, create a separate Username for each of their users.
5. You are responsible for maintaining the security of your Username and Password. SimpliTex cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
6. You are responsible for all content posted and activity that occurs under your account(s) (even when content is posted by another who has a Username under your subscription).
7. Your use of the SaaS is at your sole risk. The SaaS is provided on an “as is” and “as available” basis.
8. Technical support is only required to be provided to paying account holders and is only available via email or the feedback box or any other such method as SimpliTex may from time to time provide or permit in its sole discretion.
9. You understand that SimpliTex uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the SaaS.
10. You understand that the technical processing and transmission of the SaaS, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.