Sprwt End User License Agreement
Last Modified: August 5, 2026
NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. USING ALL OR ANY PORTION OF THE SOFTWARE INDICATES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE RESTRICTIONS ON USE AND TRANSFERABILITY (CONTAINED IN SECTION 4). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, YOU MAY NOT USE OUR SOFTWARE AND MUST CONTACT Sprwt LLC TO TERMINATE YOUR LICENSE AND TO RETURN ALL COPIES OF THE SOFTWARE LICENSED TO YOU.
1. Definitions.
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
“Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
“Licensee”, “You” and “Your” mean You, Your Company and Your Company’s employees, unless otherwise indicated.
“Licensor” means Sprwt LLC (“Sprwt”).
“Permitted Number” means One (1) Kitchen Location, unless otherwise indicated under a valid license (e.g., volume license) granted by Sprwt.
“Kitchen Location” means a single kitchen location operated by a single entity that has capability for: (a) food preparation; (b) order fulfillment; (c) generating master reporting data; and (d) being a Pickup Location.
“Retail Location” means a single location operated by the same entity as a Kitchen Location, and that also has capability for: (a) order fulfillment; (b) sharing reporting data; (c) sales of grab and go foods, beverages and other products; and (d) being a Pickup Location.
“Pickup Location” means a single location that uses a Kitchen Location’s menu for: (a) order fulfillment; and (b) sharing reporting data. A pickup location must be owned by a third-party entity (not Licensee) and is limited to the usage of a customer picking up orders. Any other usage of this (i.e., the facility is operated by the same entity as a Kitchen Location or is used as a retail outlet for sales of Grab and Go foods) is considered a Retail Location.
“Software” means the web-based application, currently known as “Sprwt”, accessible to You pursuant to this Agreement and licensed to You by Sprwt. It includes all of the content made available through the web-based application, along with all intellectual property (including, but not limited to, copyrights, trademarks, trade dress, look and feel, and other intangible components).
“Use” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
2. Software License
This End User Software License Agreement (“Agreement”) is entered into as of the date Licensee accepts these Terms (the “Effective Date”) by and between Sprwt LLC (“Sprwt” or “Licensor”) and the individual or legal entity accepting this Agreement (“Licensee”).
The Software and Services are licensed, not sold. Subject to Licensee’s continued compliance with this Agreement and timely payment of all applicable fees, Sprwt grants Licensee a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license during the Term to access and use the Software solely for Licensee’s internal business operations.
Nothing in this Agreement transfers any ownership interest in the Software or any intellectual property rights to Licensee.
2.1 Scope of License
Licensee may access and use the Software only for the number of licensed domains, kitchens, business locations, users, or other licensed resources purchased by Licensee (the “Permitted Number”).
The Software is a cloud-based software platform designed to assist businesses with order management, customer management, meal planning, subscriptions, delivery management, kitchen operations, reporting, communications, marketing, payment processing, and other business management functionality that Sprwt may make available from time to time.
Sprwt may add, remove, modify, enhance, or discontinue features, functionality, integrations, or services at any time in its sole discretion, provided such changes do not materially reduce the core functionality of the purchased subscription during the applicable subscription term.
2.2 Use of the Software
2.2.1 Customer Data
As between the parties, Licensee retains ownership of all Customer Data uploaded to the Software.
Licensee grants Sprwt a worldwide, non-exclusive, royalty-free license during the Term, and thereafter only as necessary to comply with applicable law, resolve disputes, enforce this Agreement, or as otherwise described in Sprwt’s Privacy Policy, to host, store, copy, process, transmit, display, back up, and otherwise use Customer Data solely to provide, maintain, support, secure, improve, and operate the Software and related services.
Sprwt may use aggregated, anonymized, and de-identified information derived from Customer Data for analytics, benchmarking, product development, operational improvements, security, artificial intelligence model improvement (provided such information cannot reasonably identify Licensee or its customers), and other lawful business purposes.
2.2.2 Authorized Users
Licensee may permit its employees, owners, contractors, and agents to access the Software solely for Licensee’s internal business purposes and only in accordance with this Agreement.
Licensee is fully responsible for all acts and omissions of its Authorized Users and shall ensure their compliance with this Agreement.
2.2.3 Account Security
Licensee shall:
(a) maintain the confidentiality of all account credentials;
(b) use commercially reasonable measures to prevent unauthorized access;
(c) promptly notify Sprwt of any actual or suspected unauthorized access or security incident;
(d) remain solely responsible for all activity occurring under its account; and
(e) use the Software only in accordance with this Agreement, applicable law, and any documentation provided by Sprwt.
2.2.4 Support Services
Sprwt will provide support in accordance with the support level included in Licensee’s subscription plan.
Additional services, including implementation, onboarding, data migration, custom development, consulting, priority support, training, integrations, or other professional services, may be provided at Sprwt’s discretion and may be subject to separate fees.
2.2.5 Updates
Sprwt may deploy patches, bug fixes, updates, upgrades, new features, security improvements, and modifications to the Software at any time. Such updates may be applied automatically and shall be considered part of the Software governed by this Agreement.
2.2.6 Artificial Intelligence Features
Certain features of the Software may utilize artificial intelligence, machine learning, or other automated technologies.
Licensee retains ownership of its Customer Data submitted to such features. Licensee grants Sprwt the limited rights necessary to process such Customer Data solely for the purpose of providing the requested functionality, improving the Services as permitted by this Agreement and the Privacy Policy, and maintaining the security and reliability of the Software.
AI-generated outputs are provided for informational and operational assistance only and remain subject to Licensee’s independent review and verification.
2.3 Custom Development
Unless expressly agreed in a separate written agreement signed by both parties, this Agreement does not include custom software development, custom integrations, modifications, feature requests, consulting, implementation services, or other professional services.
Any agreed custom development shall be separately quoted and billed at Sprwt’s then-current rates or pursuant to a separate statement of work.
Unless otherwise expressly agreed in writing, all custom developments, enhancements, modifications, derivative works, improvements, and related intellectual property created by or for Sprwt shall remain the exclusive property of Sprwt.
3. Sprwt Pricing
3.1 Fees and Charges. Sprwt’s pricing consists of: (a) recurring subscription fees based on the software plan selected by the Licensee; (b) transaction-based fees associated with use of the Sprwt platform; and (c) a one-time Setup Fee, if applicable.The Setup Fee is refundable only if the Licensee terminates this Agreement within seven (7) calendar days following initial installation or account activation. After such period, the Basic Setup Fee is non-refundable. All recurring subscription fees and transaction-based fees are non-refundable except as expressly required by applicable law.
3.2.1 Automatic Payments: In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default. Accordingly, unless Customer cancels its Subscription prior to its expiration, which in the case of an annual Subscription, such cancellation notice shall be no less than 3 days prior to its expiration (unless otherwise permitted by Sprwt.io), the Subscription to the underlying Services will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or us cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription, prior to its expiration, at any time by contacting our Customer Success team at support@sprwt.io. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.
3.2.2 Authorization: This authorization applies to all recurring subscription payments for Sprwt’s services. Client certifies that they are the account holder and/or have the authority to authorize charges on the payment method provided.
3.2.3 Cancellation and Refunds: Client may cancel their subscription at any time by following the cancellation procedure outlined in Sprwt’s cancellation policy. Once canceled, no further charges will be made, but refunds for the unused subscription period may not be available, subject to Sprwt’s refund policy and applicable laws.
3.2.4 Acknowledgment of Automatic Renewal: By completing the purchase, Client acknowledges understanding of, and agreement to, the automatic renewal terms and authorizes Sprwt to charge the specified payment method on a recurring basis, as outlined.
3.2.5 Easy Cancellation Process: Sprwt provides a simple, easy-to-use cancellation method that can be accessed online on your dashboard through submitting a technical support ticket or by directly emailing support@sprwt.io. Clients may cancel at any time by following the steps provided by contacting Sprwt’s customer support team.
3.2.6 Client Consent to Material Changes: If Sprwt makes any material changes to the automatic payment terms or increases subscription fees, Sprwt will obtain express consent from the Client before implementing the changes. Clients will be notified in advance of the updated terms, and the option to accept or reject the changes will be provided directly on the dashboard.
3.2.7 Right to Terminate upon Rejection of Material Changes: If the Client rejects any material change to the subscription terms, including changes to fees or billing practices, Sprwt reserves the right to terminate the Client’s subscription and access to services at the end of the current billing cycle. The Client will be notified of the termination and may choose to re-subscribe under the updated terms if desired.
3.3 Your License to Use the Software is contingent upon the successful payment of the amounts due under this Agreement or any other agreement made between You and Sprwt. Your failure to pay as required shall be considered a material breach of this Agreement and shall, at Sprwt’s sole option, subject you to either a temporary or permanent revocation of this License in addition to all other remedies available to Sprwt.
3.3.1 Licensee acknowledges that the Software requires Licensee’s use of either Stripe, Inc. (individually and collectively “Merchant Account”) for the financial transactions on Licensee’s website, and that account crediting, refunds, fraud protections and the like for Licensee’s Merchant Account are controlled by the policies and procedures of those companies and Licensee’s bank(s). By using Sprwt, Licensee agrees to the Sprwt Payments Terms of Services.
3.3.2 Licensee agrees to look solely to Licensee’s Merchant Account, Licensee’s bank(s) and/or Licensee’s customer(s) with regard to any issues that may arise concerning those accounts and/or Licensee’s customer transactions, including but not limited to payment processing, credits, refunds, and fraudulent purchases. Further, Licensee agrees to indemnify Licensor against all claims, demands, damages, losses, causes of action and the like that may arise from and/or relate to any transaction(s) and/or attempted transaction(s) by, with and/or through
3.4 Licensee’s Merchant Account and/or Licensee’s bank(s).
3.4.1 Licensees utilizing Stripe Standard connect accounts agree that the Licensor reserves the right to copy and migrating the following information from your accounts to the Sprwt Connect platform, customer ID, customer email, customer name, customer phone, customer metadata, and the customer’s credit card information including but not limited to, card number and expiration date.
3.4.2 Licensee agrees to pay Sprwt, as Licensor, an application fee equal to one and one-half percent (1.5%) per transaction on any and all transactions conducted through the Sprwt platform, including, without limitation, transactions processed via third-party payment processors, cash payment methods, or any other payment or checkout mechanisms made available on the platform.
Payment processing services, including card-not-present transactions and other electronic payment methods, are governed by the Sprwt Payments Terms of Service, which are incorporated herein by reference. Processing fees are variable, may differ by transaction, and may be affected by factors including payment method, currency, geographic location, transaction characteristics, risk considerations, and the services or features utilized.
Any references to third-party payment processors, including Stripe, are for descriptive purposes only and do not constitute representations, guarantees, or pass-throughs of such processor’s pricing. Fees charged to the Licensee are Sprwt platform and application fees, and Sprwt may, in its sole discretion, bundle, absorb, subsidize, or pass through payment-processing-related costs.
Sprwt reserves the right, in its sole and absolute discretion, to increase, modify, or otherwise adjust its application fees and any payment-related fees at any time, whether or not such adjustments are directly tied to increased costs, and without obligation to match or mirror the pricing of any third-party payment processor.
3.4.3 Licensee also agrees that end-users may pay Sprwt a service fee up to $1.75 per transaction after.
3.5 In the event Licensee fails to pay any amount owed, and the Software is suspended as a result, Licensee may elect, within seven (7) days, to pay all past due amounts owed and a $250 reactivation fee. Failure to do so within the prescribed timeframe shall result in deletion of Licensee’s Content.
3.6 Licensee must pay all fees as they become due, but if not specified then, within 7 days of receipt of an invoice. Licensee is responsible for the payment of all sales, use, withholding, VAT and other similar taxes.
3.7 The Licensee agrees to pay a late fee equal to the lesser of (i) one and one-half percent (1.5%) interest per month or (ii) the maximum amount permitted to be charged under applicable law. Such late fee shall apply to any payment set forth on the invoice.
4. Intellectual Property Rights
4.1 Ownership
The Software, Services, Documentation, APIs, databases, workflows, business processes, algorithms, models, prompts, source code, object code, user interface, user experience, designs, architecture, layouts, reports, templates, know-how, trade secrets, trademarks, copyrights, inventions, methodologies, proprietary information, and all other technology and intellectual property made available by Sprwt (collectively, the “Software”) are and shall remain the exclusive property of Sprwt and its licensors.
The structure, organization, and code of the Software constitute valuable trade secrets and confidential information of Sprwt. The Software is protected by United States and international copyright, trade secret, trademark, patent, and other intellectual property laws.
No ownership rights are transferred to Licensee. Licensee is granted only the limited license expressly set forth in this Agreement. Sprwt reserves all rights not expressly granted herein.
Licensee acknowledges that unauthorized copying, disclosure, reproduction, distribution, or competitive use of the Software would cause immediate and irreparable harm to Sprwt for which monetary damages alone would be an inadequate remedy.
4.2 Reverse Engineering and Analysis Restrictions
Licensee shall not, directly or indirectly:
(a) reverse engineer, decompile, disassemble, decode, translate, analyze, inspect, benchmark, observe, monitor, test, derive, or otherwise attempt to discover the source code, object code, APIs, architecture, database structure, schemas, algorithms, business logic, workflows, prompts, methodologies, security measures, or underlying technology of the Software;
(b) recreate, reproduce, emulate, duplicate, imitate, replicate, model, or otherwise attempt to recreate the Software or any portion thereof;
(c) use any manual, automated, artificial intelligence, machine learning, large language model, generative AI, code generation tool, robotic process automation, computer vision system, benchmark tool, scraper, crawler, browser extension, or similar technology to analyze, understand, copy, or recreate the Software.
4.3 Competitive Use Prohibited
Licensee shall not use the Software, Documentation, APIs, Confidential Information, exported information, screenshots, recordings, workflows, user interface, user experience, business processes, reports, outputs, or any other proprietary aspect of the Services to:
(a) develop, improve, train, validate, fine-tune, benchmark, evaluate, recreate, replace, migrate to, or assist in developing any competing software, platform, application, or service;
(b) train, prompt, fine-tune, evaluate, or improve any artificial intelligence model, machine learning system, large language model, code generation system, or automated software development platform;
(c) create derivative works or software substantially similar to the Software;
(d) assist any third party in performing any activity prohibited by this Agreement.
These restrictions apply regardless of whether such software or services are developed manually, through artificial intelligence, through contractors or consultants, or through any combination thereof.
4.4 Artificial Intelligence Restrictions
Without limiting any other provision of this Agreement, Licensee shall not submit, upload, transmit, expose, reproduce, or otherwise provide any portion of the Software, Documentation, APIs, Confidential Information, screenshots, workflows, business logic, source code, object code, proprietary prompts, or other proprietary materials to any artificial intelligence, machine learning, or code generation platform for the purpose of recreating, generating, analyzing, improving, replicating, or assisting in the creation of software or functionality substantially similar to the Software.
The fact that software is generated in whole or in part through artificial intelligence, machine learning, contractors, consultants, or third-party developers shall not diminish Sprwt’s ownership rights or relieve Licensee of its obligations under this Agreement.
4.5 Confidential Information
Any information supplied by Sprwt or otherwise obtained by Licensee relating to the Software shall be deemed Sprwt Confidential Information and may be used solely for Licensee’s internal use of the Services.
Licensee shall not disclose, distribute, reproduce, transfer, publish, assign, license, or otherwise make Sprwt Confidential Information available to any third party except as expressly authorized in writing by Sprwt.
4.6 Prohibited Activities
Licensee shall not:
(a) sell, sublicense, lease, rent, assign, or commercially exploit the Software;
(b) use the Software in any service bureau or service provider capacity;
(c) use the Software to transmit unlawful, infringing, defamatory, fraudulent, malicious, or otherwise objectionable material;
(d) interfere with or disrupt the integrity, security, availability, or performance of the Software;
(e) gain or attempt to gain unauthorized access to the Software or related systems;
(f) scrape, crawl, spider, harvest, extract, download, index, monitor, copy, benchmark, mirror, record, or reproduce any portion of the Software using any manual or automated means;
(g) use bots, scripts, browser automation, robotic process automation, APIs, browser extensions, artificial intelligence, machine learning, large language models, computer vision systems, automated testing platforms, or similar technologies to access, monitor, analyze, learn from, extract, copy, or recreate any portion of the Software;
(h) remove or alter any proprietary notices, copyright notices, trademarks, or restrictive legends;
(i) grant administrative or privileged access to anyone other than Licensee’s authorized employees or owners;
(j) permit, encourage, direct, or assist any employee, contractor, consultant, affiliate, artificial intelligence provider, software developer, or third party to engage in any conduct prohibited by this Agreement.
4.7 Customer Data
As between the parties, Licensee retains ownership of its Customer Data.
Sprwt shall own all right, title, and interest in the Software, Services, aggregated analytics, anonymized data, de-identified usage information, operational metrics, system performance data, and all improvements to the Software.
Nothing in this Agreement transfers ownership of Sprwt’s intellectual property to Licensee.
4.8 Legal Process
If Licensee receives any subpoena, court order, governmental request, or other legal process seeking Sprwt Confidential Information, Licensee shall promptly notify Sprwt, to the extent legally permitted, and reasonably cooperate with Sprwt in seeking a protective order or other appropriate remedy before producing such information.
4.9 Remedies
Licensee acknowledges that any violation of this Section constitutes a material and, where applicable, incurable breach of this Agreement and will cause immediate and irreparable harm to Sprwt.
Accordingly, Sprwt may immediately suspend or terminate Licensee’s access to the Software without prior notice or opportunity to cure where permitted under this Agreement. Sprwt shall also be entitled to pursue all available legal and equitable remedies, including temporary restraining orders, preliminary and permanent injunctions, specific performance, monetary damages, disgorgement of profits, recovery of attorneys’ fees where permitted by law or this Agreement, and any other remedies available under applicable law.
The rights and remedies set forth herein are cumulative and shall not limit any other rights or remedies available to Sprwt.
5. Term and Termination
5.1 Term
This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with this Section. The License granted herein shall continue only for so long as this Agreement remains in effect.
5.2 Termination for Cause
This Agreement may be terminated upon the occurrence of any of the following events:
5.2.1 Material Breach
Either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and fails to cure such breach within five (5) calendar days after receiving written notice describing the breach.
Notwithstanding the foregoing, Sprwt may immediately suspend or terminate this Agreement, the License, and Customer’s access to the Services, without prior notice, opportunity to cure, refund, or liability, if Customer:
(a) fails to timely pay any fees or other amounts due under this Agreement;
(b) breaches any provision relating to intellectual property, confidentiality, ownership, proprietary rights, or license restrictions;
(c) reverse engineers, decompiles, disassembles, attempts to derive the source code, database structure, APIs, business logic, algorithms, workflows, or underlying technology of the Services;
(d) copies, reproduces, adapts, creates derivative works from, or uses the Services, Documentation, Confidential Information, APIs, workflows, features, functionality, user interface, user experience, or business processes to develop, train, improve, or assist in developing any competing software, product, or service, whether manually, through artificial intelligence, machine learning, or any other means;
(e) accesses or uses the Services in a manner that threatens the security, integrity, stability, or availability of the Services or Sprwt’s systems;
(f) engages in fraud, illegal activity, unauthorized access, credential sharing, scraping, automated extraction, or any other misuse of the Services; or
(g) commits any breach that, by its nature, causes irreparable harm or cannot reasonably be cured.
The foregoing breaches shall be deemed incurable due to the permanent nature of the harm they cause.
5.2.2 Investigation Suspension
Sprwt may immediately suspend Customer’s access to the Services while investigating any suspected violation of this Agreement. Such suspension shall not constitute a breach of this Agreement by Sprwt and Sprwt shall not be liable for any damages resulting from a good-faith suspension.
5.2.3 Insolvency
Either party may immediately terminate this Agreement if the other party:
(a) becomes insolvent;
(b) files or has filed against it any bankruptcy, receivership, liquidation, or similar proceeding that is not dismissed within forty-five (45) calendar days; or
(c) ceases to conduct its ordinary business operations.
5.3 Effect of Termination
Upon termination or expiration of this Agreement:
(a) all licenses granted to Customer immediately terminate;
(b) Customer shall immediately cease all use of the Services and Software;
(c) Customer shall permanently delete or destroy all copies of any Software, Documentation, Confidential Information, or proprietary materials in its possession or control;
(d) upon Sprwt’s written request, Customer shall certify in writing within seven (7) calendar days that it has complied with this Section;
(e) all accrued payment obligations shall immediately become due and payable; and
(f) Sections relating to payment obligations, intellectual property ownership, confidentiality, indemnification, disclaimers, limitations of liability, dispute resolution, and all provisions which by their nature should survive termination shall survive.
Termination shall not limit either party’s right to pursue any legal or equitable remedy available under this Agreement or applicable law.
5.4 Customer Cancellation
Customer may terminate this Agreement at any time by providing at least three (3) calendar days’ written notice to support@sprwt.io.
The notice must include:
Customer’s legal business name;
Customer’s account or website URL;
Requested termination date.
Termination shall become effective at the end of the then-current billing period unless otherwise agreed in writing by Sprwt.
Customer remains responsible for all fees incurred through the effective termination date.
Customer is solely responsible for cancelling all recurring subscriptions, customer orders, scheduled deliveries, and third-party integrations prior to termination. Sprwt shall not be responsible for recurring charges, missed deliveries, failed subscriptions, or other damages resulting from Customer’s failure to properly wind down its account.
5.5 Data Availability Following Termination
Unless otherwise required by law or agreed in writing, Sprwt may permanently delete Customer Data, account information, backups, and associated records thirty (30) calendar days after termination. Customer is solely responsible for exporting any desired data prior to termination.
5.6 Reservation of Rights
Suspension or termination under this Section shall not waive or limit any rights or remedies available to Sprwt under this Agreement, at law, or in equity, including the right to seek injunctive relief, specific performance, monetary damages, recovery of attorneys’ fees where permitted, and any other available remedy.
5.7 Data Retention Following Termination
Unless otherwise required by applicable law or expressly agreed in writing, Sprwt shall have no obligation to retain Customer Data after seven (7) calendar days following termination of this Agreement. After such period, Sprwt may permanently delete, destroy, archive, anonymize, or otherwise dispose of Customer Data in accordance with its internal data retention policies, Privacy Policy, and applicable law.
Customer acknowledges that it is solely responsible for exporting and retaining any Customer Data prior to termination or expiration of the Services.
5.8 Outstanding Obligations
Termination or expiration of this Agreement shall not relieve Customer of its obligation to pay all fees, charges, taxes, and other amounts accrued or owed through the effective date of termination.
Upon termination, Customer shall immediately cease all use of the Services and shall return, destroy, or permanently delete all Sprwt Software, Documentation, Confidential Information, proprietary materials, credentials, and any other property of Sprwt in Customer’s possession or control. Upon Sprwt’s written request, Customer shall certify in writing within seven (7) calendar days that it has fully complied with this Section.
5.9 Suspension Rights
Sprwt may immediately suspend, restrict, or disable Customer’s access to the Services, Customer Data, or any portion of the Services, with or without prior notice, if Sprwt reasonably believes that Customer:
(a) has violated this Agreement;
(b) has failed to timely pay any fees or other amounts due;
(c) has violated any applicable law or regulation;
(d) has engaged in fraud, unauthorized access, security violations, abuse of the Services, or activity that threatens the integrity, security, stability, or availability of the Services;
(e) has attempted to reverse engineer, copy, reproduce, misuse, scrape, benchmark, or use the Services, Documentation, Confidential Information, or proprietary technology to develop, train, improve, or assist in developing a competing product or service, whether manually or through artificial intelligence or machine learning technologies; or
(f) otherwise presents a material risk to Sprwt, its customers, its systems, its intellectual property, or its business operations.
Where reasonably practicable, Sprwt will endeavor to notify Customer before or promptly after any suspension. Sprwt shall have no liability for any suspension or restriction undertaken in good faith pursuant to this Agreement.
Termination or expiration of this Agreement shall not relieve Customer of its obligation to pay all fees, charges, taxes, and other amounts accrued or owed through the effective date of termination.
Upon termination, Customer shall immediately cease all use of the Services and shall return, destroy, or permanently delete all Sprwt Software, Documentation, Confidential Information, proprietary materials, credentials, and any other property of Sprwt in Customer’s possession or control. Upon Sprwt’s written request, Customer shall certify in writing within seven (7) calendar days that it has fully complied with this Section.
5.9 Suspension Rights
Sprwt may immediately suspend, restrict, or disable Customer’s access to the Services, Customer Data, or any portion of the Services, with or without prior notice, if Sprwt reasonably believes that Customer:
(a) has violated this Agreement;
(b) has failed to timely pay any fees or other amounts due;
(c) has violated any applicable law or regulation;
(d) has engaged in fraud, unauthorized access, security violations, abuse of the Services, or activity that threatens the integrity, security, stability, or availability of the Services;
(e) has attempted to reverse engineer, copy, reproduce, misuse, scrape, benchmark, or use the Services, Documentation, Confidential Information, or proprietary technology to develop, train, improve, or assist in developing a competing product or service, whether manually or through artificial intelligence or machine learning technologies; or
(f) otherwise presents a material risk to Sprwt, its customers, its systems, its intellectual property, or its business operations.
Where reasonably practicable, Sprwt will endeavor to notify Customer before or promptly after any suspension. Sprwt shall have no liability for any suspension or restriction undertaken in good faith pursuant to this Agreement.
6. No Unauthorized Sharing or Use
Unless expressly authorized in writing by Sprwt, each License is granted solely to the single legal entity identified as the Licensee and is limited to the number of domains, kitchens, business locations, establishments, users, or other licensed resources purchased by the Licensee (the “Permitted Number”).
Licensee shall not, directly or indirectly:
(a) rent, lease, sublicense, assign, transfer, resell, distribute, lend, white-label, host, or otherwise make the Software or Services available to any third party;
(b) permit any parent company, subsidiary, affiliate, franchisee, contractor, consultant, client, partner, reseller, managed service provider, or other individual or entity to access or use the Software under Licensee’s account unless expressly authorized by Sprwt in writing;
(c) share login credentials, API keys, administrative access, authentication tokens, or any other access credentials with any unauthorized person or entity;
(d) permit the Software to be used for the benefit of any third party or as part of any service bureau, outsourcing, hosting, or managed service offering;
(e) circumvent, attempt to circumvent, or assist others in circumventing any licensing restrictions, usage limitations, technical controls, or account limitations imposed by Sprwt; or
(f) permit or enable any artificial intelligence system, automated agent, bot, software process, or third party to access or use the Software in violation of this Agreement.
Any unauthorized access or use by a third party shall be deemed to have been performed by the Licensee. Licensee is responsible for all activity occurring under its account and shall promptly notify Sprwt of any known or suspected unauthorized use.
Any violation of this Section constitutes a material and, where applicable, incurable breach of this Agreement. Sprwt may immediately suspend or terminate the License and Licensee’s access to the Services, without prior notice or opportunity to cure where permitted under this Agreement, and may pursue all rights and remedies available under this Agreement or applicable law.
7. Representations and Warranties
7.1 Authority
Licensee represents and warrants that:
(a) it has the full legal right, power, and authority to enter into this Agreement;
(b) this Agreement constitutes a valid, binding, and enforceable obligation of Licensee;
(c) the individual accepting this Agreement has the authority to bind the Licensee;
(d) Licensee has obtained all approvals, authorizations, licenses, permits, and consents necessary to perform its obligations under this Agreement; and
(e) entering into and performing this Agreement does not violate any agreement, court order, law, or obligation applicable to Licensee.
7.2 Compliance with Laws
Licensee acknowledges and agrees that:
(a) the Software is a general-purpose software platform intended to assist businesses in managing operations and customer orders;
(b) the Software is not legal, tax, accounting, regulatory, food safety, nutritional, labeling, medical, or compliance software and is not intended to ensure compliance with any law or regulation;
(c) Licensee is solely responsible for ensuring that its business, products, services, labeling, pricing, marketing, taxes, customer communications, ingredients, allergens, recipes, food safety practices, and use of the Software comply with all applicable federal, state, local, and international laws and regulations;
(d) Sprwt has no obligation to notify Licensee of legal or regulatory changes or to modify the Software to comply with any specific legal requirement.
7.3 Customer Content
Licensee represents and warrants that all data, content, recipes, menus, product descriptions, images, trademarks, customer information, pricing, nutritional information, allergen information, marketing materials, AI-generated content, and other materials uploaded to or transmitted through the Services (“Customer Content”):
(a) are owned by Licensee or are used with all necessary rights, licenses, permissions, and consents;
(b) do not infringe or misappropriate any copyright, trademark, patent, trade secret, privacy right, publicity right, or other intellectual property or proprietary right of any third party;
(c) do not violate any applicable law or regulation;
(d) are accurate to the best of Licensee’s knowledge where accuracy is legally required; and
(e) will not expose Sprwt to liability, investigation, penalties, or claims.
7.4 Third-Party Services
Licensee is solely responsible for its use of any third-party software, payment processors, delivery providers, integrations, artificial intelligence services, plugins, APIs, or external systems connected to the Services.
Sprwt makes no representation or warranty regarding the availability, security, legality, or performance of any third-party service.
7.5 Prohibited Businesses and Activities
Licensee represents that it will not use the Services:
(a) in violation of any applicable sanctions, export control, or trade laws;
(b) for fraudulent, deceptive, or illegal purposes;
(c) to knowingly facilitate unlawful activity;
(d) in any manner that would reasonably be expected to damage Sprwt’s reputation or expose Sprwt to governmental investigation or liability.
7.6 Responsibility for Compliance
Licensee is solely responsible for all business decisions made using the Software and for all products sold, services provided, customer communications, pricing decisions, tax calculations, recipes, nutritional information, allergen disclosures, food safety compliance, fulfillment activities, and customer interactions.
Sprwt shall not be responsible for Licensee’s failure to comply with any applicable law, regulation, industry standard, contractual obligation, or governmental requirement.
7.7 Survival
The representations, warranties, and obligations contained in this Section shall survive termination or expiration of this Agreement to the extent necessary to enforce the parties’ respective rights and obligations.
8. PCI Compliance.
8.1 By using the Sprwt platform, including any hosted storefronts utilizing custom domains, you acknowledge and agree that:
8.2 Merchant Responsibility: You are the Merchant of Record for your business and are solely responsible for ensuring compliance with all applicable requirements of the Payment Card Industry Data Security Standard (PCI DSS), including but not limited to completion of the appropriate Self-Assessment Questionnaire (SAQ), use of Approved Scanning Vendors (ASVs) where applicable, and implementation of operational and security controls required by your compliance scope (e.g., SAQ A-EP).
8.3 Hosting and Infrastructure: While Sprwt provides managed hosting services, including the provisioning of dedicated servers and SSL certificates, Sprwt does not grant clients access to modify code or infrastructure. Nevertheless, the use of custom domains and the serving of payment forms on client-assigned infrastructure may place your business within a broader PCI compliance scope. Sprwt is not responsible for your business’s compliance obligations beyond its own service boundaries.
8.4 Account and Access Security: You are solely responsible for the security of your Sprwt account, access credentials, and the proper configuration and security of any third-party services you connect. You agree not to tamper with, alter, or attempt to bypass Sprwt-managed payment functionality.
8.5 Data Scope and Processing: Sprwt does not store, process, or transmit cardholder data on your behalf. All payment processing is handled by third-party providers, such as Stripe, via secure tokenization and PCI-compliant integrations.
8.6 Limitation of Liability. To the fullest extent permitted by law, Sprwt shall not be liable for any damages, losses, fines, penalties, or other liabilities arising out of or related to your failure to comply with PCI DSS requirements. This includes, but is not limited to, any breach of cardholder data, regulatory fines, or costs of remediation.
8.7 Indemnification. You agree to indemnify, defend, and hold harmless Sprwt, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Your failure to comply with PCI DSS requirements;
- Any data breach, loss, or compromise occurring on your custom domain or in connection with services configured or controlled by you;
- Any third-party claims related to non-compliant processing environments or misuse of Sprwt infrastructure in violation of this Agreement.
9. HIPAA & Protected Health Information
9.1 No Healthcare services. You agree that Sprwt does not provide healthcare services and does not act as a healthcare provider.
9.2 Business Associate Relationship Where applicable, Sprwt acts as a Business Associate under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Any handling of Protected Health Information (“PHI”) is governed exclusively by an executed Business Associate Agreement (“BAA”) between Sprwt and Customer.
9.3 Customer Responsibility Customer is solely responsible for:
- Determining whether its use of the Services is subject to HIPAA or other healthcare laws
- Ensuring lawful collection, use, and disclosure of PHI
- Configuring user access and permissions
- Training its workforce
Sprwt does not control how Customer uses the Services or what data Customer chooses to enter.
9.4 Free-Text Fields Disclaimer. The Services may include free-text fields that permit entry of sensitive information. Customer acknowledges that such fields are not intended for the routine storage of medical or insurance information and agrees to use them only in compliance with applicable laws.
9.5 Prohibited Data Except as expressly authorized in writing and governed by a BAA, Customer shall not use the Services to store or process:
- Medical records
- Diagnoses
- Treatment plans
- Insurance or claims data
9.6 Limitation of Compliance Representations Sprwt does not guarantee Customer’s compliance with HIPAA or any other healthcare laws. Compliance depends on Customer’s configuration, policies, and use of the Services.
9.7 Indemnification Customer agrees to indemnify and hold harmless Sprwt from any claims, penalties, or liabilities arising from Customer’s misuse of the Services or failure to comply with healthcare privacy laws.
10. Disclaimer.
The Software, content, add-on features, and any services are provided “as is” and “as available.” Sprwt and its affiliates do not warrant or guarantee the accuracy, completeness, adequacy, or currency of the Software or any content. Sprwt and its affiliates expressly disclaim any and all warranties and representations of any kind with regard to the Software, content, services, and other subject matter of this Agreement, whether express, implied, or statutory, including, without limitation, any warranties of fitness for a particular purpose, merchantability, title, or non-infringement. No oral or written information or advice given by Sprwt, its employees, affiliates, or agents will increase the scope of, or create any new warranties in addition to, the warranties expressly set forth in this section.
11. Limitation of Liability
11.1 Limitation of Liability
To the maximum extent permitted by applicable law, Sprwt, its affiliates, licensors, officers, directors, employees, contractors, agents, successors, and assigns shall not be liable for any indirect, incidental, special, exemplary, punitive, consequential, or enhanced damages, including any loss of profits, revenue, business opportunity, goodwill, reputation, anticipated savings, customer data, business interruption, loss of use, loss of productivity, loss of contracts, or the cost of substitute goods or services, arising out of or relating to this Agreement, the Software, the Services, any third-party service, or Licensee’s use of or inability to use the Software, regardless of the legal theory asserted, including contract, tort (including negligence), strict liability, statute, or otherwise, even if Sprwt has been advised of the possibility of such damages or such damages were foreseeable.
To the fullest extent permitted by law, Sprwt’s total aggregate liability arising out of or relating to this Agreement shall not exceed the greater of:
(a) One Hundred U.S. Dollars (US $100); or
(b) the total fees actually paid by Licensee to Sprwt during the three (3) months immediately preceding the event giving rise to the claim.
This limitation applies collectively to all claims, causes of action, damages, losses, and liabilities arising from the same or related facts or circumstances and may not be increased through multiple claims, legal theories, or parties.
The parties acknowledge that these limitations of liability are a material and fundamental basis of this Agreement and that Sprwt would not provide the Software or Services without these limitations.
11.2 Security and Customer Responsibility
Licensee acknowledges that no software, cloud platform, network, or security system can guarantee complete protection against cyber threats, unauthorized access, or service interruptions.
Security incidents may include, without limitation:
(a) viruses, worms, trojans, ransomware, spyware, malware, or other malicious software;
(b) phishing, social engineering, credential theft, business email compromise, account takeover, or insider threats;
(c) distributed denial-of-service (DDoS) attacks;
(d) zero-day exploits, software vulnerabilities, supply chain attacks, API attacks, credential stuffing, brute-force attacks, or unauthorized access;
(e) accidental deletion, corruption, encryption, modification, or destruction of data; and
(f) failures of third-party hosting providers, internet service providers, cloud infrastructure, or integrated services.
Although Sprwt implements commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services, Sprwt does not guarantee that the Services will be uninterrupted, error-free, completely secure, or immune from cyberattacks or security incidents.
Licensee is solely responsible for:
(a) maintaining secure passwords, authentication methods, and account credentials;
(b) maintaining appropriate backups of all Customer Data;
(c) implementing reasonable security policies and procedures for its personnel;
(d) reviewing and verifying the accuracy of information generated by the Software;
(e) maintaining appropriate business continuity and disaster recovery plans; and
(f) obtaining any cyber liability, business interruption, or other insurance that Licensee determines appropriate.
11.3 Artificial Intelligence and Automated Features
To the extent the Software includes artificial intelligence, machine learning, automation, predictive functionality, recommendations, or generated content, Licensee acknowledges that such outputs are generated algorithmically, may contain inaccuracies or omissions, and should be independently reviewed before being relied upon.
Licensee assumes all responsibility for decisions made or actions taken based upon AI-generated or automated outputs. Sprwt shall have no liability arising from Licensee’s reliance upon any AI-generated content, recommendations, or automated functionality.
11.4 Third-Party Services
Sprwt shall not be responsible or liable for the availability, security, performance, functionality, policies, acts, omissions, or failures of any third-party software, payment processor, hosting provider, delivery provider, communication platform, artificial intelligence provider, API, integration, or other external service connected to or used with the Software.
11.5 Exclusive Remedy
Except where prohibited by applicable law, the remedies expressly provided in this Agreement are the sole and exclusive remedies available to Licensee with respect to any claim arising out of or relating to the Software or Services.
12. Additional Charges
12.1 The following terms and conditions shall apply in the event Licensee orders any optional, add-on services from Sprwt for the Software. Sprwt reserves the right to modify pricing for add-on features from time to time after 15 days’ advance notice to Licensee.
12.2 If Licensee upgrades to a higher service plan or elects to purchase additional features, modules, or services, the applicable fees and rates for Licensee’s account may increase. Such increased fees may include higher subscription fees, higher transaction-based fees, or additional recurring or one-time charges, as determined by Licensor and disclosed at the time of upgrade or purchase. Continued use of the upgraded plan or additional features constitutes acceptance of the updated pricing.
12.3 Sprwt’s standard infrastructure configuration for each customer environment includes 2GB RAM, 1vCPU, and 2TB of storage. If You require additional RAM, CPU, or Storage, you will be invoiced extra each month for the additional resources.
12.4 Licensee may protect Licensee Data by adding a backup service. This service will ensure Licensee has a previous version of Licensee Data to reinstall if any errors occur to such data or if data is otherwise corrupted or compromised. This service is billed monthly.
12.5 Snapshots are manual instances taken of a server that can be backed up. They can occur more frequently than traditional backups and are recommended for licensees with higher volume. This service comes with a one-time setup fee and monthly recurring fees thereafter.
12.6 Load Balancers are a readily available, fully-managed service that work right out of the box and can be deployed in minutes. Load Balancers distribute incoming traffic across Licensee’s infrastructure to increase the Software’s performance. Load Balancers are easily managed remotely by Licensor. Support for multiple protocols includes HTTP, HTTPS, TCP, and managed TLS certificates. This service comes with a one-time setup fee and monthly recurring fees thereafter.
12.7 SMS and MMS messaging services may be made available subject to a one-time setup fee of $100. Messaging fees currently include charges of $0.07 per SMS message and $0.08 per MMS message, subject to applicable character limits and message segmentation rules. In addition, Licensee acknowledges and agrees that an additional surcharge, currently calculated as up to ten percent (10%) of the total outbound messaging charges, may be applied to offset costs associated with inbound messages, carrier fees, network usage, compliance requirements, or other messaging-related expenses. All messaging fees are subject to change based on carrier pricing, regulatory requirements, message volume, delivery method, or operational considerations, and Licensor reserves the right to modify such fees at any time upon notice, as permitted by law.
12.8 Custom Phone lines rates start at $12.00 per month per line or an annual rate of $100 per line per year.
12.9 Sprwt offers email marketing services that Licensee may elect to use. Email marketing services are provided on a monthly subscription basis, with pricing determined by usage levels, including the number of emails sent during each billing period. Applicable usage tiers, limits, and fees are disclosed at the time of subscription and through the Sprwt platform. Sprwt reserves the right to modify, increase, or otherwise adjust email marketing fees, usage tiers, or pricing structures on a prospective basis. Continued use of the email marketing services following notice of any pricing change constitutes acceptance of the updated rates.
12.10 Sprwt provides artificial intelligence–powered features that are integrated into various elements of the Sprwt platform. These features are optional and are provided to assist with automation, content generation, analysis, and other AI-enabled functionality. AI services are billed on a usage-based credit system, with consumption based on the volume, complexity, and type of requests processed. AI credits are currently billed at $0.07 per credit token. Actual usage may vary depending on how the AI features are used. Sprwt does not guarantee the accuracy, completeness, or suitability of AI-generated outputs. AI outputs are generated automatically and may be incorrect, incomplete, or inappropriate. Licensee is solely responsible for reviewing, verifying, and using any AI-generated content. Sprwt reserves the right to modify, increase, or otherwise adjust AI credit pricing, usage calculations, billing methods, or feature availability on a prospective basis. Continued use of AI services following notice of any changes constitutes acceptance of the updated pricing or structure. Additional information regarding AI credits, usage metrics, and limitations may be made available through the Sprwt platform or upon request.
13. Indemnification
Licensee agrees to indemnify, defend, and hold harmless Sprwt, its parent companies, subsidiaries, affiliates, licensors, officers, directors, managers, employees, contractors, agents, successors, assigns, service providers, and their respective representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses (including reasonable attorneys’ fees, expert fees, and court costs) arising out of or relating to:
(a) Licensee’s access to or use of the Software or Services;
(b) Licensee’s Customer Data, content, recipes, ingredients, nutritional information, allergen information, menus, marketing materials, labels, pricing, communications, or any other information submitted to or processed through the Software;
(c) any products or services sold, manufactured, prepared, delivered, marketed, or offered by Licensee;
(d) Licensee’s violation of this Agreement or any representation, warranty, or covenant contained herein;
(e) Licensee’s violation of any applicable law, regulation, governmental order, or industry standard;
(f) any allegation that Customer Data or other materials supplied by Licensee infringe, misappropriate, or otherwise violate the intellectual property, privacy, publicity, or other rights of any third party;
(g) Licensee’s use of any third-party software, integrations, payment processors, artificial intelligence services, APIs, or external systems connected to the Software;
(h) any unauthorized access to the Software resulting from Licensee’s acts or omissions, including compromised credentials, failure to maintain appropriate security measures, or misuse by Licensee’s employees, contractors, agents, or authorized users;
(i) any claim arising from Licensee’s misuse of the Software or any activity prohibited under this Agreement; or
(j) any negligent, fraudulent, intentional, or unlawful act or omission by Licensee or its employees, contractors, agents, affiliates, or authorized users.
Sprwt shall promptly notify Licensee of any claim for which indemnification is sought; however, any delay in providing notice shall not relieve Licensee of its indemnification obligations except to the extent Licensee is materially prejudiced by such delay.
Sprwt shall have the right, at its sole discretion, to control the defense and settlement of any indemnified claim using counsel of its choosing. Licensee shall fully cooperate with Sprwt in the defense of such claim and shall not settle any claim that imposes any liability, admission of fault, or obligation upon any Indemnified Party without Sprwt’s prior written consent.
The indemnification obligations contained in this Section shall survive the expiration or termination of this Agreement.
14. Other Terms.
14.1 This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Sprwt. Updates may be licensed to You by Sprwt with additional or different terms. This is the entire agreement between Sprwt and You relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
14.2 The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
14.3 Licensee may not assign or transfer this Agreement or an order to any third party without the written consent of Sprwt, except that no such consent shall be required in the event of a merger, or sale of substantially all the assets, of a party.
14.4 The parties are independent contractors with respect to each other.
14.5 If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
14.6 By submitting ideas, suggestions or feedback to Sprwt regarding the Software, Licensee agrees that such items submitted do not contain confidential or proprietary information; and Licensee hereby grants Sprwt an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
14.7 Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Company in Hillsborough County, Florida U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
14.8 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Licensee hereby irrevocably (i) submits to the exclusive jurisdiction of any Florida state or Federal court sitting in Hillsborough County, Florida, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such Florida state court or in such Federal court, and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding.
14.9 NO CLASS ACTIONS: You may only bring individual claims. Under no circumstances are you allowed to bring a claim as a plaintiff or a class member in a class. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceedings where someone acts in a representative capacity are not allowed. Any combining of individual proceedings must have the consent of all parties.
14.10 The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
14.11 Severability and Enforceability. Neither party shall be considered the “drafter” for the purpose of any statute, case, or rule of construction that might cause any provision to be construed against the drafter of the Agreement.
14.12 If the Software is identified as export controlled items under the Export Laws, You represent and warrant that You are not a citizen of, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that You are not otherwise prohibited under the Export Laws from receiving and/or Using the Software. All rights to Use the Software are granted on condition that such rights are forfeited if You fail to comply with the terms of this Agreement and/or if any of Your representations in this Agreement are false.
14.13 If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. The failure of any party at any time to require performance by the other party of a provision under this Agreement shall in no way affect the right of that party to thereafter enforce the same, or to enforce any of the other provisions of this Agreement; nor shall the waiver by any party of the breach of any provision hereof be taken or held to be a waiver of any subsequent breach of any such provision or as a waiver of the provision itself.
14.14 Notice to US Government End Users. If You are acquiring the Software on behalf of any unit or agency of the United States Government, the following provision applies: The Software was developed exclusively at private expense and with no government funding; The Software is a trade secret of Sprwt for all purposes of the Freedom of Information Act; The Software and Documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable, subject to limited utilization; and the Software and all copies of it, in all respects, are and shall remain proprietary to Sprwt . Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense, as set forth in the Department of Defense, Rights in Technical Data Computer Software clause at DFARS 252.227-7013 or any successor clause; and for all government agencies, the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 or any successor clause. Use of the Software shall be limited to the facility for which it was acquired. All other U.S. Government personnel Using the Software are hereby on notice that the Use of the Software is subject to restrictions which are the same as, or similar to, those specified above. For U.S. Government End Users, Sprwt agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.
14.15 If You are a business or organization, You agree that upon request from Sprwt or Sprwt’s authorized representative, You will within five (5) days fully document and certify that Use of any and all Sprwt Software at the time of the request is in conformity with Your valid licenses from Sprwt.
14.16 Binding Effect. All rights, obligations, duties, restrictions and qualifications herein provided for shall insure to, and be binding upon, the parties hereto, each of their heirs, executors, administrators, legal representatives, successors and permitted assigns.
14.17 Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this agreement (whether based on contract, tort or any other theory). Each party hereto: (I) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this section.
14.18 If you have any questions regarding this Agreement or if you wish to request any information from Sprwt please use the address and contact information included with this product to contact the Sprwt office serving Your jurisdiction.
14.19 Trademarks. Sprwt, Slickmeals and Slickview LLC are either registered trademarks or trademarks of Sprwt LLC & Slickview LLC in the United States and/or other countries.
