End User License Agreement

Updated on 2022-08-23

Key terms and definitions

To help explain things as clearly as possible in this EULA, whenever any of these terms are referred to, they are strictly defined as:

  • Cookie: small amount of data generated by a website and saved by your web browser. It is used to identify your browser, provide analysis, remember information about you, such as your language preference or login information.
  • Company: When this agreement mentions "Company", "we", "us" or "our", it refers to SPI Enterprise LLC (1518 Mariposa Way, Bullhead City, AZ 86442, USA), which is responsible for your information under of this EULA.
  • Platform: SPI Enterprise LLC public-facing Internet website, web application, or digital application.
  • Country: where SPI Enterprise LLC or the owners/founders of SPI Enterprise LLC are located, in this case it is USA
  • Device: Any device connected to the Internet, such as a phone, tablet, computer, or any other device that can be used to visit SPI Enterprise LLC and use the Services.
  • Service: means the service provided by SPI Enterprise LLC as described in the relative terms (if available) and on this platform.

  • Third Parties: Refers to advertisers, contest sponsors, promotional and marketing partners, and others who provide our content or whose products or services we think may be of interest to you.
  • Website: The SPI Enterprise LLC website, which can be accessed through this URL: https://www.spi-pacific.com
  • You: a person or entity that is registered with SPI Enterprise LLC to use the Services.

Introduction

This End User License Agreement (the "Agreement") is a binding agreement between you ("End User", "you" or "your") and SPI Enterprise LLC ("Company", "we", "us" or "our"). This Agreement governs the relationship between you and us, and your use of the Company SPI Enterprise LLC. Throughout this Agreement, End User and Company may be referred to as a "Party" or collectively the "Parties".

If you are using the Platform on behalf of your employer or other entity (an "Organization") for whose benefit you use the Platform or who owns or controls the means through which you use or access the Platform, the terms "End User" , "you" and "your" shall apply collectively to you as an individual and to the Organization. If you use or purchase a license to the Platform on behalf of an Organization, you hereby represent, warrant and agree that you have the authority to 1) purchase a license to the Platform on behalf of the Organization; 2) bind the Organization to the terms of this Agreement.

By downloading, installing, accessing, or using the Platform, you: (a) represent that you have all necessary permissions and authorizations to access and use the Platform; (b) if you are using the Platform pursuant to a license purchased by an organization, that you are authorized by that organization to access and use the Platform (c) you acknowledge that you have read and understand this Agreement; (d) represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement; and (e) agree to be legally bound by the terms and conditions of this agreement.

If you do not agree to these terms, do not download, install, access or use the software. If you have already downloaded the software, remove it from your computing device.

The Application is licensed, not sold, by SPI Enterprise LLC to you for use strictly in accordance with the terms of this Agreement.

License

Subject to the terms of this Agreement and, if applicable, the terms provided in the License Agreement, SPI Enterprise LLC grants you a limited, non-exclusive, perpetual, revocable, non-transferable license to:

(a) Download, install and use the Software on one (1) Computing Device for each single user license you have purchased and obtained. If you have multiple Computing Devices on which you wish to use the Software, you agree to purchase a license for the number of devices you wish to use;

(b) Access, view, and use on such Computing Device the End User Provided Materials made available on the Software or otherwise accessible through the Software, strictly in accordance with this Agreement, and any other terms and conditions applicable to such End User Provided Materials;

(c) Install and use the trial version of the Software on any number of Computing Devices for a trial period of fifteen (15) unique days after installation.

(d) Receive updates and new features as they become available for a period of one (1) year from the date you purchased the Software license.

restrictions

You agree not to and you will not allow others to:

  • License, sell, rent, assign, assign, distribute, transmit, host, subcontract, disclose or commercially exploit the Application or make the Application available to third parties.
  • Modify, make derivative works of, disassemble, decipher, reverse compile or reverse engineer any part of the Application.
  • Remove, alter or obscure any proprietary notices (including any copyright or trademark notices) of SPI Enterprise LLC or its affiliates, partners, suppliers or licensors of the Application.

Intellectual property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (patentable or not), trademark service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos , corporate names and domain names. together with all goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to the Software that are otherwise owned by SPI Enterprise LLC shall always remain the exclusive property of SPI Enterprise LLC (or its suppliers or licensors, if applicable).

You agree that this Agreement grants a limited license to use the SPI Enterprise LLC Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the Term of the license granted to you below. . Accordingly, your use of any of the SPI Enterprise LLC Intellectual Property Rights independently of the Software or outside the scope of this Agreement will be considered an infringement of the SPI Enterprise LLC Intellectual Property Rights. However, this will not limit any claim SPI Enterprise LLC may have for breach of contract if you breach any term or condition of this Agreement. You shall use the highest level of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Except as expressly granted in this Agreement, SPI Enterprise LLC reserves and shall retain all right, title and interest in and to the Software, including all copyrights and copyrighted, trademarked and trademarked subject matter. , patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied for, or both existing or that may be created, related thereto.

You (or the Organization, if applicable) will retain ownership of all Intellectual Property Rights in the work products you create through or with the aid of the Software.

your suggestions

Any reviews, comments, ideas, enhancements, or suggestions (collectively, "Suggestions") that you provide to SPI Enterprise LLC with respect to the Application will remain the sole and exclusive property of SPI Enterprise LLC.

SPI Enterprise LLC shall be free to use, copy, modify, publish or redistribute the Suggestions for any purpose and in any manner without credit or compensation to you.

Modifications to the Application

SPI Enterprise LLC reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.

Application Updates

SPI Enterprise LLC may, from time to time, provide enhancements or enhancements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

Updates may modify or remove certain features and/or functionality of the Application. You agree that SPI Enterprise LLC has no obligation to (i) provide Updates or (ii) continue to provide or enable particular features and/or functionality of the Application to you.

You further agree that all Updates will (i) be considered an integral part of the Application and (ii) be subject to the terms and conditions of this Agreement.

Thirdparty services

The Application may display, include or make available third party content (including data, information, applications and other product services) or provide links to third party websites or services ("Third Party Services").

You acknowledge and agree that SPI Enterprise LLC shall not be responsible for any Third Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. SPI Enterprise LLC does not assume and will not have any obligation or liability to you or any other person or entity for the Third Party Services.

Third Party Services and links to them are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to the terms and conditions of such third parties.

Duration and Termination

This Agreement will remain in effect until terminated by either you or SPI Enterprise LLC.

SPI Enterprise LLC may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without notice.

This Agreement will terminate immediately, without notice from SPI Enterprise LLC, if you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies of it from your computer.

Upon termination of this Agreement, you must stop using the Application and delete all copies of the Application from your computer.

Termination of this Agreement will not limit any of SPI Enterprise LLC's rights or remedies at law or in equity for any breach by you (during the term of this Agreement) of any of your obligations under this Agreement.

Compensation

You agree to indemnify, defend and hold harmless SPI Enterprise LLC and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, suits, settlements , interest, awards, penalties, penalties, costs or expenses of any kind, including reasonable attorneys' fees, arising out of or relating to: i) your use or misuse of the Software; ii) your failure to comply with any applicable law, regulation or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with an Organization (if applicable) or any third party. Also,

No Guarantees

The Application is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the fullest extent permitted by applicable law, SPI Enterprise LLC, on its own behalf and on behalf of its affiliates and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise kind, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise from course of dealing, course of performance, use, or trade practice. Without limiting the foregoing, SPI Enterprise LLC makes no warranty or undertaking,

Without limiting the foregoing, neither SPI Enterprise LLC nor any provider of SPI Enterprise LLC makes any representations or warranties of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content and materials or products included in it; (ii) that the Application will be uninterrupted or error free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, content or emails sent from or on behalf of SPI Enterprise LLC are free of viruses, scripts, Trojan horses, worms, malware, time bombs or other harmful components.

Some jurisdictions do not allow the exclusion or limitations of implied warranties or limitations of a consumer's applicable statutory rights, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

Notwithstanding any damages you may incur, the total liability of SPI Enterprise LLC and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Application. .

To the fullest extent permitted by applicable law, in no event shall SPI Enterprise LLC or its suppliers be liable for any special, incidental, indirect, or consequential damages of any kind (including, without limitation, damages for lost profits, lost data, or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use or inability to use the Application, third party software and/or third party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if SPI Enterprise LLC or any provider has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Divisibility

If any provision of this Agreement is held to be unenforceable or invalid, that provision will be changed and construed to achieve the objectives of that provision to the fullest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Resignation

No failure to exercise, or delay in the exercise, by either party of any right or power under this Agreement shall operate as a waiver of that right or power. The sole or partial exercise of any right or power under this Agreement will also not prevent the subsequent exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Amendments to this Agreement

SPI Enterprise LLC reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days' notice before any new terms take effect. What constitutes a material change will be determined in our sole discretion.

By continuing to access or use our Application after the revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.

Governing Law

The laws of the USA, excluding its conflicts of laws, will govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national or international laws.

Changes to this Agreement

We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access and use of the Platform constitutes your agreement to be bound by and your acceptance of the terms and conditions posted at that time. You acknowledge and agree to this Agreement (and any amendments to it) each time you upload, access or use the Platform. Therefore, we recommend that you review this Agreement regularly.

If, within thirty (30) days after changes or amendments to this Agreement are posted, you decide that you do not agree with the updated terms, you may withdraw your acceptance of the amended terms by providing us with written notice of withdrawal. . By providing us with written notice of withdrawal of your consent, you are no longer authorized to access or use the Platform.

No Employment or Agency Relationship

Nothing in this Agreement, or any part of the relationship between you and SPI Enterprise LLC, is intended to create or shall be deemed or construed to create any relationship between you and SPI Enterprise LLC other than that of end user. of the platform and the services provided.

Equitable Relief

You acknowledge and agree that your breach of this Agreement would cause SPI Enterprise LLC irreparable harm for which monetary damages alone would be inadequate. In addition to damages and any other remedies to which SPI Enterprise LLC may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent actual, threatened or continuing breach of this Agreement.

Headers

The headings in this Agreement are for reference only and shall not limit the scope of this Agreement or otherwise affect the interpretation of this Agreement.

Geographic Restrictions

The Company is based in the USA and is provided for access and use primarily by persons located in the USA, and complies with the laws and regulations of the USA. If you use the platform from outside the USA, you are solely and exclusively responsible for compliance with local laws.

Time Limitation for Filing Claims

Any cause of action or claim you may have arising out of or related to this Agreement or the Platform must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

Entire Agreement

The Agreement constitutes the entire agreement between you and SPI Enterprise LLC with respect to your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and SPI Enterprise LLC.

You may be subject to additional terms and conditions that apply when you use or purchase other services from SPI Enterprise LLC, which SPI Enterprise LLC will provide to you at the time of such use or purchase.

Contact Us

Please feel free to contact us if you have any questions about this Agreement.

Contact Us

Feel free to contact us if you have any questions.

SPI Enterprise LLC

1518 Mariposa Way, Bullhead City, AZ 86442

928 450 1212

info@spi-pacific.com