THIS TERMS OF SERVICE ("AGREEMENT") GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES PROVIDED BY SPECTRUM WELLNESS LIMITED , A REGISTERED COMPANY OF IRELAND ("Spectrum.Life"), WHETHER IN CONNECTION WITH A SUBSCRIPTION PLAN OR A FREE TRIAL OF THE SERVICES.
This Agreement is effective as of the date you accept it (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. You represent that you are at least 18 years of age. Spectrum.Life may modify the terms of this Agreement at any time, provided that such modification shall only be effective as of the beginning of the your next renewal term unless otherwise mutually agreed upon by the parties in writing. You will have an opportunity to review and accept the modified Agreement. If you fail to accept such modified Agreement, Spectrum.Life reserves the right to terminate your access and use of the Services and API upon the termination of your Subscription Term, or next renewal term, as applicable.
1.1 SERVICES. During the Subscription Term, and subject to all terms and conditions of this Agreement, Spectrum.Life will use commercially reasonable efforts to provide the Services and API consistent with your Service Plan. Spectrum.Life may provide the Services and API using third party vendors or service providers. You agree to pay Spectrum.Life the Subscription Charges, in the amounts and at the times specified in your selected Service Plan. You will have the right to register your Authorized Users, who may access and use the Service. Your use of the Service under a Service Plan may be measured based on the number of users (or “employees”) described in the Service Plan. Once a per-Seat Service Plan is established, the right of the named Authorized User to access and use the Service is not transferable; any additional or differently named Authorized Users must purchase per-Seat Service Plans to use the Service. If you add more Authorized Users than the number of Users you purchased, we will add those Authorized Users to your account and impose additional charges for such additional Users on an ongoing basis. Your use of the Services and/or API shall include only those features (and including only those Signing Methods) expressly set forth in your Service Plan.
1.2 CHANGES TO THE SERVICES. Spectrum.Life may also make commercially reasonable modifications to the Services from time to time without prior notice. Spectrum.Life may make changes to any Service Plan at any time. After 30 days’ notice to you of a change to your then applicable Service Plan, if you continue to use the Services or API beyond the expiration of your then current Subscription Term or renewal term, such use in the subsequent renewal term will be governed by the modified Service Plan.
1.3 LIMITATIONS. Spectrum.Life will not be responsible or liable for any failure in the Services or API to the extent such failure results from or directly attributable to (a) your Systems, (b) network, telecommunications or other service or equipment, (c) your products or services or third party products or services procured or provided by you, (d) your gross negligence or willful misconduct or the gross negligence or willful misconduct of third parties engaged by you, (e) any Force Majeure Event, (f) scheduled maintenance or (g) unauthorized access by third parties to the Services that results from Systems used by you to access the Services.
1.4 SYSTEMS. You shall obtain and operate all Systems needed to use the Services, and provide all corresponding backup, recovery and maintenance services. You shall ensure that all Systems are compatible with the Services.
1.5 USE OF THE SERVICES Your use of the Services and/or the API is subject to your acknowledgement and agreement to the following: (a) You are fully responsible for your employee’s access to the platform. (b) You take responsibility of ensuring the necessary rights have been afforded for the uploading of branding relating to your company. (c) All accounts and payments are up to date. (d) We cannot share employee data at an identifiable level unless explicit permission is requested from the employee.
2. Proprietary Rights and Confidentiality
2.1 EMPLOYEE DATA All of Employee Data is archived indefinitely while your paid subscription remains active and account remains in good standing. If you cancel your access to the Services or your account is terminated in accordance with the provisions herein, your Employee Data may be deleted or rendered not accessible via the Services.
2.2 NO IMPLIED LICENSE. Except for the limited rights and licenses expressly granted hereunder, no other license is granted to you, no other use is permitted and Spectrum.Life (and its licensors) shall retain all right, title and interest in and to the Services, the API and all updates and modifications thereto (including all intellectual property and proprietary rights embodied therein). You shall not take any action inconsistent with such rights.
2.3 RESTRICTIONS. Any reproduction, modification, creation of derivative works from or redistribution of the Spectrum.Life.com website, and/or copying or reproducing the Spectrum.Life.com website or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Spectrum.Life. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Services or API. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Services or API.
2.4 TRADEMARK. You shall not alter, obscure or remove any printed or on-screen trademark, copyright or other proprietary or legal notice.
3 Service Plans
3.1 SERVICE PLAN UPGRADES Your Service Plan includes certain restrictions and limitation on your use of the Services and API, including the number of Users that may use the service. In the event your use of the Services or API exceeds any such limitations at any time, you consent and agree to either a) your Service Plan being upgraded at the beginning of your next renewal term, to the Service Plan appropriate for your usage level, or b) being charged the amount for any such overage as set forth in your Service Plan. Any such upgrade or overage charge shall not require your prior consent or any notice to you.
3.2 TRIAL PERIODS If your Service Plan includes a 'Free Trial', you will be permitted to access and use the Services (and API if applicable) until the end of your Trial Period. Upon the termination of such trial period, you must select a Service Plan other than a 'Free Trial' and begin paying Subscription Charges as set forth in this Agreement.
4.1 CREDIT CARD INFORMATION. Except as otherwise set forth in an Addendum, In order to set up an account with Spectrum.Life, you must provide Spectrum.Life with accurate and complete billing information including legal name, address, telephone number, and a valid credit card. By submitting such credit card information, you give Spectrum.Life permission to charge all Subscription Charges and any other fees incurred for using the Services to the designated credit card. Spectrum.Life reserves the right to terminate this Agreement and your access to and use of the Services in accordance with Section 7 hereto if you do not provide a valid credit card for the payment of fees hereunder, or if any Subscription Charges or other charges are not timely paid.
4.2 PAYMENT TERMS. Except as otherwise set forth your Service Plan or an Addendum, the Subscription Charges are billed in advance upon commencement of your Subscription Term. There will be no refunds or credits for partial periods of Service, upgrade/downgrade refunds. For any upgrades or downgrade in Service Plan level, or for any overage charges, your credit card will automatically be charged beginning with the next billing cycle. Any add-on features or Services (including additional Signing Methods) not provided in your Service Plan will be billed in accordance with specific terms provided at the time the add-on features or Service is requested by you.
4.3 TAXES. All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon Spectrum.Life's net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
4.4 REVISING SUBSCRIPTION CHARGES Spectrum.Life may revise Subscription Charges for the Services by providing you written notice (which may be by email) at least thirty days prior to the start of the following renewal term of your Subscription term.
4.5 ACCOUNT BALANCE All Events and Add Ons enabled in the Service are charged using an uploaded account balance. This account balance is non refundable and non transferable.
4.6 ADD ONs Add Ons can be enabled by visiting the Add Ons tab in your dashboard. By enabling an Add On you agree for your account balance to be charged for the corresponding amount.
5.1 DISCLAIMER OF WARRANTIES. THE SERVICES AND API ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SPECTRUM.LIFE DOES NOT WARRANT THAT THE SERVICES NOR API WILL MEET YOUR REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, SPECTRUM.LIFE HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
5.2 DISCLAIMER OF HEALTH ADVICE Spectrum.Life should not be a replacement for professional health advice. Neither the Services, nor access to the Services via the API, nor any content provided on Spectrum.Life.com, is to be construed as health advice, nor is either a substitute for the advice of a company doctor or a User’s own personal doctor or health professional. Spectrum.Life makes no warranty that use of the Services nor API should be construed as health advice on any health related topic.
6. LIMITATION OF LIABILITY EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) ANY DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO SPECTRUM.LIFE HEREUNDER BY YOU WITH RESPECT TO THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
7. TERM AND TERMINATION
7.1 TERM. This Agreement shall commence on the Effective Date and shall continue in effect for the initial term, and any renewal term, specified in the Service Plan. If no initial term is specified in the Service Plan, the initial term shall be 1 month. Unless terminated earlier as permitted herein, the Agreement will be extended automatically for additional terms of 1 month at the end of the initial term and each renewal term, or as otherwise set forth in your Service Plan (collectively, the 'Subscription Term'). Either party may elect not to renew this Agreement by giving written notice thereof, which shall include notice via email, to the other party at least thirty (30) days prior to the end of the then current initial or renewal term. You must terminate in accordance with this Section 7 before automatic renewal in order to avoid billing of the next renewal term.
7.2 TERMINATION. This Agreement may be earlier terminated by either party (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within twenty (20) days (ten (10) days in the case of non-payment) after receiving written notice of such breach from the non-breaching party, (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within ninety (90) days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course, (c) or as otherwise set forth in this Agreement.
7.3 EFFECTS OF TERMINATION. Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the Effective Date of termination (including without limitation, all payment obligations) shall survive, (b) Spectrum.Life may, but shall not be obligated to, delete Customer Data and (c) the provisions of Sections 2 (Proprietary Rights), 4 (Payments), 5 (Disclaimers), 6 (Limitation of Liability), 8 (General Provisions) and this Section 7.3 shall survive. Following any termination or expiration of this Agreement, you shall have 30 days to access your account and download / export your Customer Data.
8. GENERAL PROVISIONS
8.1 ENTIRE AGREEMENT. This Agreement (together with the applicable Service Plan(s)), and any Addendum executed by both parties) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. In the event of any conflict or inconsistency between the Agreement and the any Addendum, the terms and conditions in the Addendum will prevail and be controlling. No waiver, consent or, except as expressly provided herein, modification or amendment of this Agreement (including any applicable Service Plan(s) and Addenda) shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Any waiver granted hereunder must be in writing, signed by both parties and shall be valid only in the specific instance in which given. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If this Agreement is required to be registered by you or on your behalf with any governmental authority, you shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.
8.2 GOVERNING LAW / BINDING ARBITRATION This Agreement shall be treated as though executed and performed in Ireland, and shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflicts of law provisions. Any dispute relating in any way to your use of the Services shall be submitted to confidential arbitration in Ireland, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in any courts of Ireland. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Spectrum.Life operates the Service from its offices in Ireland. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
8.3 REMEDIES. Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 2, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
8.4 NOTICES. Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed email, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address specified in the Service Plan, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt.
8.5 ASSIGNMENT. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by you without the written consent of Spectrum.Life (which shall not be unreasonably withheld). Spectrum.Life may assign this Agreement upon 10 days prior written notice to you. this Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
8.6 INDEPENDENT CONTRACTORS. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
9. DEFINITIONS Addendum" means a written amendment or addendum to this Agreement, executed by you and Spectrum.Life, which includes an order form. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. "API" means the application programming interfaces developed and enabled by Spectrum.Life that permits you to access certain functionality provided by the Service, and any accompanying or related documentation, source code, executable applications, and other materials made available by Spectrum.Life. “Authorized User” means any of your employees or agents, identified by a unique email address and user name, who is registered under your account, provided that no two persons may register, access or use the Service as the same Authorized User. "Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is your Confidential Information. "Contract" means a Document that has been reviewed, accepted or otherwise interacted with by a Signer. "Employee Data" means all of your registration information and other information collected and stored by Spectrum.Life in connection with providing the Services and API to you, including without limitation information, content, legal agreements, and End User data. "End-User" means any person or entity other than you with whom you or your Affiliates interact using the Services or API, including a Signer. “Force Majeure Event” shall mean the occurrence of an event or circumstance beyond the reasonable control of a party, provided that the non-performing party is without fault in causing of failing to prevent such occurrence. "Personalized Contract" means a Request. "Request" means a request delivered electronically to a Signer or Signers, requesting that such Signer or Signers review, accept or otherwise interact with one or more Documents. You may initiate the delivery of a Request or via the API only as expressly set forth in your Service Plan. “User” means an active Authorized User listed in the membership of your account at any one time. No two individuals may log onto or use the Service as the same Authorized User, but you may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of active Authorized Users registered at any one time is equal to or less than the number of Seats purchased. "Service Plan" means the Service Plan chosen by you during, or subsequent to, the registration process, or as described in an Addendum. "Services" means the electronic contracting application provided by Spectrum.Life and further described in your Service Plan, and any accompanying or related documentation, source code, executable applications, and other materials made available by Spectrum.Life. Any new or modified features added to the Services are also subject to this Agreement (although you shall only have access to any such new or modified features if expressly set forth in your Service Plan). "Subscription Charges" means fees payable by you for your use of (a) the Services, as specifically set forth in your Service Plan or an Addendum, (b) the API, or (c) any add-on features or Services requested by you from time to time. "Systems" means modems, servers, software, network and communications equipment and ancillary services and hardware that are owned, controlled or procured by you