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Terms are especially
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At Sprwt we care about your protection and your business and therefore our lawyers help us keep all those details in order. Please review our Terms of Services below.

SPRWT END USER SOFTWARE LICENSE AGREEMENT

Last Modified: June 19, 2024

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 made and effective as of the day you agree to these terms (the “Effective Date”), by and between Sprwt LLC (“Licensor”) and You (“Licensee”). The Software is a proprietary product of Sprwt and is licensed (not sold) to customers for their Use only under the terms of this Agreement.
In consideration of Your payment of the setup and license fees set forth below and Your compliance with the terms of this Agreement, Sprwt grants to you a non-exclusive and non-transferable license to Use the Software for the purposes described herein.
2.1 General Use.
You may install and Use the Software on Your compatible Computer, up to the Permitted Number of domains for Use at the Permitted Number of kitchens or similar establishments. A separate License is required for each installation of the Software in excess of the Permitted Number. The Software is a platform developed to enable a meal-prep business owner to manage and operate their meal prep business as it relates to internet orders and customer utilization and software management. The software is equipped with various features including, but not limited to: custom meal builder, meal packs, chef menu, a macro-nutrition calculator, gift cards, user profile with royalty system and a referral system, billing, email delivery notifications, detailed cooking/chef reports, delivery reports and label reports.
2.2 Use of Software.
2.2.1 Licensee Owned Data. All data and logos uploaded by Licensee remains the property of Licensee, as between Sprwt and Licensee (Licensee Data). Licensee grants Sprwt the worldwide, perpetual right to use, publicly display, and distribute the Licensee Data for purposes of performing under this Agreement and other business purposes of Sprwt.
2.2.2 Agent Access and Usage. Licensee may allow its authorized employees, agents, or contractors to access the Software in compliance with the terms of this Agreement, which access must be for the sole benefit of Licensee. Licensee is responsible for the compliance with this Agreement by its employees, agents, or contractors.
2.2.3 Licensee Responsibilities. Licensee (i) must keep its passwords secure and confidential; (ii) is solely responsible for Licensee Data and all activity in its account in the Software; (iii) must prevent unauthorized access to its account, and notify Sprwt promptly of any such unauthorized access; and (iv) may use the Software only in accordance with the Software’s documentation and applicable law.
2.2.4 Technical Support. Sprwt offers customer support for the Software in accordance with the pricing plan Licensee orders. Refer to Your pricing plan details for further information.
2.3 Customization. This Agreement does not include the customization of the Software for You or Your business. Any additional, agreed-upon customization and/or modifications shall be billed separately to You by Sprwt at its customary rates and charges.

3. PRICING
3.1 Your pricing consists of monthly recurring fees (according to the Software plan you select), and fees associated with each transaction. In addition, Sprwt charges a one-time “Basic Setup Fee.” The Basic Setup Fee is refundable if Licensee terminates the License within the first seven (7) calendar days after initial installation. Thereafter, the Basic Setup Fee is non-refundable. Monthly recurring fees and per-transaction fees are non-refundable.

3.2 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.

3.3a 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. 

3.3b 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 Licensee’s Merchant Account and/or Licensee’s bank(s). 

3.3c 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.

3.3c Licensee agrees to pay Sprwt, the Licensor a one and one-half percent (1.5%) application fee per transaction on any transaction on Sprwt including but not limited to usage of  Stripe or Cash  payment methods to process any transaction and checkouts. Licensee agrees that the standard processing rate for any Card not Present (CNP) credit card processing Stripe is 2.9% + 30c per transaction. 

3.3d . Licensee also agrees that end-users may pay Sprwt a service fee up to $1.75 per transaction after .

3.4 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.

3.5 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.
3.6 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 The Software is the intellectual property of and is owned by Sprwt. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Sprwt and its suppliers. The Software is protected by copyright and trade secret laws, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software or any portion thereof (including the look and feel of the Software). Sprwt retains ownership of and all rights in the Software and in any copy, derivative or modification of the Software and/or its documentation, no matter by whom made. You agree that unauthorized copying, transfer and/or distribution of the Software will cause great damage to Sprwt, which damage is far greater than the value of the copies of the Software. It is expressly understood and agreed by You that nothing in this Agreement is intended to nor shall any provision(s) be construed to assign or transfer to You (or to require Sprwt to assign or transfer to You) any of Sprwt’s copyrights and other ownership rights, in both cases related to the Software and/or to Sprwt’s proprietary information and/or trade secrets (“Sprwt’s Confidential Information”).
4.2 You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.
4.3 Any information supplied by Sprwt or obtained by You, as permitted hereunder, may only be used by You for the purpose described herein and may not be provided, disclosed, transferred, assigned or otherwise made available to any third party or used to create any software that is substantially similar to the expression of the Software.
4.4 Except as expressly stated above, this Agreement does not grant You any intellectual property rights in the Software.
4.5 Reservation of Rights. The software, workflow processes, user interface, designs, know-how, and other technologies provided by Sprwt as part of the Software are the proprietary property of Sprwt and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Sprwt. Licensee may not remove or modify any proprietary marking or restrictive legends in the Software. Sprwt reserves all rights unless expressly granted in this agreement.
4.6 Restrictions. Licensee may not (i) sell, resell, rent or lease the Software or use it in a service provider capacity; (ii) use the Software to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) use the Software in any unlawful manner or in any other manner that could damage, disable, overburden, impair, or disrupt the integrity or performance of the Software; (iv) attempt to gain unauthorized access to the Software or their related systems or networks; (v) reverse engineer the Software; (vi) access the Software to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; (vii) use, support, or develop bots, scrapers, software, scripts, crawlers, browser plugins, robots, or other automated methods including human-powered automation through like farming or any other crowd-sourced methods to access, scrape, or copy any portion of the Software, or to add or download data, or send or redirect information or messages; (viii) grant administrative or privileged access to the Software to anyone other than an employee or owner of Licensee; or (ix) permit or enable anyone to do any of the foregoing without Sprwt’s written consent.
4.7 License to Your Content. Licensee owns any intellectual property rights in and to its ingredient lists, recipes and meals. Licensor cannot use, disclose or resell that information to any third party without Licensee’s written consent. Licensee does, however, grant to Licensor the right to access, sell and/or otherwise use all or any portion of Licensee’s customer volume and data, purchasing habits and behaviors, order preferences and/or customer contact information for any lawful purposes.
4.8 Judicial Process. In the event You receive a subpoena or other validly issued administrative or judicial process (i.e. deposition, interrogatories, requests for information or documents in legal proceedings, civil investigative demand or other similar process) requesting all or part of Sprwt’s Confidential Information, You will undertake to provide reasonable notice to Sprwt of such receipt, so that Sprwt may seek to obtain a protective order or other reliable assurance that Sprwt’s Confidential Information will be accorded confidential treatment. Thereafter, You shall be entitled to comply with such subpoena or other process to the extent permitted by law. If, in the absence of a protective order or other remedy or the receipt of a waiver by Sprwt, You are nonetheless legally compelled to disclose Sprwt’s Confidential Information to any government agency, tribunal or other party, or else stand liable for contempt or suffer other censure or penalty, You may, without liability hereunder, disclose Sprwt’s Confidential Information to such government agency, tribunal or other party, without liability to Sprwt.

5. TERM AND TERMINATION.
5.1 This Agreement and the License granted herein shall commence upon the Effective Date and continue until all of the obligations of the parties have been performed or until earlier terminated as provided herein.
5.2 This Agreement shall terminate upon the occurrence of any of the following events:
5.2.1 In the event either party defaults in any material obligation owed to the other party pursuant to this Agreement, then this Agreement may be terminated if the default is not cured following at least forty-five (45) days written notice to the defaulting party. If such default is a payment default by the Licensee, no such notice is required, and any termination by Sprwt shall not relieve Licensee of such payment obligation through the date of such termination; or’
5.2.2 Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings are instituted against a party and the proceeding is not dismissed within forty-five (45) days after commencement.
5.3 The License granted herein shall terminate immediately upon the termination of this Agreement. Upon the termination of the License, Licensee shall: (i) immediately cease Use of the Software; (ii) immediately destroy and/or delete all copies of the Software in Licensee’s possession and/or control; and (iii) certify such to Licensor such destruction/deletion within seven (7) calendar days after the termination of the License.

Cancellation Policy
5.4 Licensee may terminate this Agreement at any time with written notice to Sprwt via email at support@sprwt.io. If any termination shall be received after the seventh (3rd) calendar day of the next billing date, then Licensee shall be obligated to Licensor for the entire period’s license fee (whether said period is monthly or annual, based on the plan selected by Licensee).

5.4.1 Clients may cancel their account with us at any time by providing us with at least 3 days’ written notice. The notice must be in writing and must be sent to the following email address: support@sprwt.io The notice must include the following information:

  • The client’s name
  • The client’s website URL
  • The date that the client plans to switch their service to an alternative platform

Once we have received the required notice, the client’s account will be cancelled at the end of the current billing period. The client is responsible for cancelling all of their customers’ subscriptions and recurring orders or future orders before cancelling their account. Failure to do so will result in potential recurring charges. We are not responsible for any damages caused by the failure to properly cancel accounts.

5.4.2 The client agrees to indemnify and hold us harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the client’s failure to comply with this cancellation policy.

5.4.3 If a client fails to provide us with the required notice, we will not be liable for any damages caused by the client’s cancellation. We hope this cancellation policy is clear and concise. If you have any questions, please contact us at support@sprwt.io

5.5 Maintenance of Licensee Data.
5.5.1 For 7-days after termination, certain Licensee Data will be retained, limited to Ingredients, Meal Recipes, and Extra Items. Once a subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. 

5.5.2 After 7-days, Sprwt has no obligation to maintain the Licensee Data and may destroy it or use it for any lawful purpose.

5.6 Return Sprwt Property Upon Termination. Upon termination of this Agreement for any reason, Licensee must pay Sprwt for any unpaid amounts, and destroy or return all property of Sprwt. Upon Sprwt’s request, Licensee will confirm in writing its compliance with this destruction or return requirement.
5.7 Suspension for Violations of Law. Sprwt may temporarily suspend the Software or remove the applicable Licensee Data, or both, if it in good faith believes that, as part of using the Software, Licensee has violated a law. Sprwt will attempt to contact Licensee in advance.

6. NO UNLICENSED SHARING.
The total number of domains, kitchens, and/or other establishments Using the Software may not exceed the Permitted Number of one (“1”) license per entity. You may not rent, lease, sublease, sublicense, lend, copy or allow any other individual, company, organization and/or entity to Use the Software, irrespective of any relationship that such other individual, company, organization, and/or entity has with You. A breach of this Section shall constitute a material breach of this Agreement and subject your account to immediate termination.

7. REPRESENTATIONS AND WARRANTIES
7.1 Authority. You represent and warrant to Sprwt that: (a) You have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on Your behalf; and (c) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement.
7.2 Compliance with Laws. You acknowledge that (a) the Software is developed to enable a meal-prep business owner to manage and operate their meal prep business as it relates to internet orders and customer utilization and software management; (b) the Software is a general purpose service and is not specifically designed to facilitate compliance with any specific law; and (c) You will access and use the Software in compliance with all laws applicable to You, Your Content, and any other Software Content You may access through the Software. Sprwt is not responsible for notifying You of any such law, enabling Your compliance with any such law, or for Your failure to comply. You represent and warrant to Sprwt that Your Content, Your services, and Your use of and access to the Software, including any Software Content, will comply with all applicable laws and will not cause Sprwt itself or any other User to violate any applicable laws, including, without limitation, any rule or regulation released by the Food and Drug Administration.

8. 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.

9. LIMITATION OF LIABILITY.
9.1 SPRWT WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE SOFTWARE, CONTENT, OR SERVICES, EVEN IF SPRWT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF LICENSEE DATA, CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES. SPRWT’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100 OR, IN THE CASE OF YOU HAVING PAID FEES TO SPRWT TO ACCESS THE SOFTWARE OR ANY CONTENT OR SERVICES, THE AMOUNTS PAID BY YOU TO SPRWT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY. YOU AGREE THAT SPRWT WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, SPRWT’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9.2 You acknowledge that some security breaches involve attacks on computer systems and data. For example, there are viruses and other malware that: (i) delete or destroy data (sometimes individual files, but sometimes even an entire disk by corrupting a master boot record or other key element); (ii) modify files (such as parasitic malware that attaches itself to a file and modifies the file to enable its own execution and/or propagation); (iii) encrypt files on systems (such as ransomware that uses asymmetric encryption); and (iv) seek to exfiltrate data for the attackers’ personal gain (such as selling information on the “black market”). In addition, there are certain attacks that pray on humans being trustworthy, such as phishing attacks and social engineering schemes. Although the Software contains protections to reduce the probability of these attacks occurring on Licensee Data, Sprwt cannot guarantee that Software will prevent all such occurrences of attacks, especially human-based incidents. Sprwt is not responsible for creating Your security policies and will merely allow the Software to be configured with Your policies. You are ultimately responsible for the business continuity and operation of Your computer systems and ensuring that data is properly backed up and able to be restored. Sprwt strongly suggests You obtain adequate cyber liability insurance from a reputable carrier and that Your policies and procedures are aligned with the requirements of the elected cyber liability insurance policy.

10. ADD-ON FEATURES. 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.
10.1 Plan Upgrades: At the discretion of Licensor, new features, modules, or platforms may require an additional fee to be paid as a one-time purchase or monthly recurring fee.
10.2 Software Infrastructure. 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.
10.3 Backups. 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.
10.4 Snapshots. 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.
10.5 Load Balancers. 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.
10.6 SMS/MMS. One-time setup fee of $100, plus $0.07 per SMS message and $0.08 per MMS message. Each message has a character limit of 140 characters. In addition, You will be charged an additional 10% for the total amount of messages you send in order to cover costs of incoming messages.
10.7 Inbound & Outbound Phone Line. Custom Phone lines are $12.00 per month per line or an annual rate of $100 per line per year.
10.8 Email Marketing. Sprwt provides email marketing services to our clients. By using these services, you agree to the terms and conditions specific to email marketing, which can be found on our Sprwt Email Marketing Terms and Conditions section.
10.9 Sprwt AI. Sprwt provides AI services that integrate within various elements of our platform. By using these services you agree to our terms and conditions. Sprwt utilizes AI credits for various advanced features, billed at $0.07 per credit token. This allows for efficient and cost-effective use of AI-driven functionalities to enhance our services. For more information on AI credits and their application, please contact our support team.

11. INDEMNITY.
You hereby agree to indemnify, defend, and hold harmless Sprwt and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and against all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any and against all claim or allegation against any Indemnified Party arising in any manner from: (1) Your access to or use of the Software, including any Content or Services; (2) Your content or any access to or use thereof; (3) any access to or use of Your Content by any other users; (4) Your collection, use and disclosure of any User information, and (5) Your breach of any provision of this Agreement, including any representation or warranty. Sprwt will provide You with notice of any such claim or allegation, and Sprwt will have the right to participate in the defense of any such claim at its expense.

12. OTHER TERMS
12.1 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.
12.2 Entirety of this Agreement. 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.
12.3 No Assignment. 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.
12.4 Independent Contractors. The parties are independent contractors with respect to each other.
12.5 Enforceability and Force Majeure. 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.
12.6 Feedback. 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.
12.7 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.
12.8 Governing Law. 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.
12.9 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.
12.10 Headings. 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.
12.11 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.
12.12 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.
12.13 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.
12.14 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.
12.15 Compliance with Laws. 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.
12.16 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.
12.17 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. 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.
12.18 Trademarks. Sprwt LLC, Slickmeals and Slickview LLC are either registered trademarks or trademarks of Sprwt LLC & Slickview LLC in the United States and/or other countries.

Sprwt Acceptable Use Policy

Last Modified: July 30, 2018

This Sprwt Acceptable Use Policy (“AUP”) applies to the use of any product, service or website provided by us (Sprwt), whether we provide it directly or use another party to provide it to you (each, a “Sprwt Service”). This AUP is designed to ensure compliance with the laws and regulations that apply to the Sprwt Service. This AUP also protects the interests of all of our clients and their customers, as well as our goodwill and reputation. These terms are so important that we cannot provide the Sprwt Service unless you agree to them. By using the Sprwt Service, you are agreeing to these terms.

If you are using any Sprwt Service, this AUP applies to you. Every client of ours agrees to abide by this AUP and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate this AUP. We will enforce and ensure compliance with this AUP by using methods we consider to be appropriate, such as complaint and email failure monitoring.

We periodically update these terms and we will let you know when we do through the Notification app in the Sprwt portal used to access your Sprwt subscription (if you have one), or by posting a revised copy on our website. You agree to review the AUP on a regular basis and always remain in compliance.

1. Reporting Suspected Violations

We encourage recipients of email messages sent using the Sprwt Service to report suspected violations of this AUP to us by forwarding a copy of the received email with FULL headers to support@sprwt.io. We have a policy to investigate all of these reports and to respond in the way we consider appropriate.

If you know of or suspect a violation of this AUP, you will promptly notify us in writing of the known or suspected violation of this AUP.

2. No SPAM Permitted

You may not use the Sprwt Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (a) unsolicited email (“spam” or “spamming”) in violation of the CAN-SPAM Act (referenced below) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, or (d) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below).

3. Prohibited Email Content and Formatting; Email Best Practices

Email sent, or caused to be sent to or through the Sprwt Service may not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party’s internet domain name without their consent, or be relayed from or through a third party’s equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.

If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. The Sender Best Communications Practices document is available at https://www.m3aawg.org/sites/default/files/document/M3AAWG_Senders_BCP_Ver3-2015-02.pdf. You will use commercially reasonable efforts to follow these practices.

In addition, you are prohibited from using the Sprwt Service to email: (a) purchased, rented, or borrowed lists, and (b) lists that are likely to result in an excessive number of unsubscribe requests or SPAM complaints or notices, as determined by acceptable industry practices.

4. Email Opt-out Requirements

You warrant that each email you send or is sent for you using the Sprwt Service will contain: (a) header information that is not false or misleading; and (b) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, “do not call” and “do not send” requests.

5. Telephone Marketing

You must comply with all laws relating to telephone marketing, including without limitation those specifically referenced in the ‘Proper Usage of Sprwt Service’ section below. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. If you use the Sprwt Service to place telephone calls, you must also comply with all applicable industry standards, including those applicable guidelines published by the CTIA and the Mobile Marketing Association. You are prohibited from using or permitting access to use the Sprwt Service to make emergency calls or to provide or seek emergency services.

6. No Disruption

You agree not to use the Sprwt Service in a way that impacts the normal operation, privacy, integrity or security of another’s property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations. You also agree not to use the Sprwt Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so. Examples of prohibited actions include (without limitation): hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program. You also agree not to use the Sprwt Service in a way that causes or may cause any Sprwt IP addresses, Sprwt domains, or Sprwt customer domains to be blacklisted. These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.

7. Proper Usage of the Sprwt Service

You will respect the limits that apply to your use the Sprwt Service as specified in the products and features pages on our site. We may update or change these Service Limits by updating our site, so we encourage you to review this page periodically.

In addition, and without limiting the other requirements in this AUP, you may not (directly or indirectly) use the Sprwt Service with content, or in a manner that:


is threatening, abusive, harassing, stalking, or defamatory;
is deceptive, false, misleading or fraudulent;
is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
contains vulgar, obscene, indecent or unlawful material;
infringes a third party’s intellectual property right(s);
publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
restricts or inhibits any other user of the Sprwt Service from using and enjoying our website and/or the Sprwt Service;
harvests or otherwise collects information about others, including e-mail addresses, without their consent;
violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
is legally actionable between private parties;
is not a good faith use of the service, such as uploading Contacts in excess of your Contact tier, emailing those Contacts and then purging them shortly thereafter;
and/or is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. § 7701 et seq.), the U.S Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C. § 6152 et seq.;
originally codified at § 6101 note), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market (‘Directive on Electronic Commerce’), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector (‘Directive on Privacy and Electronic Communications’), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), Japan’s Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of April 17, 2002) and any regulations having the force of law or laws in force in your or your email recipient’s country of residence.

If you use our Application Programming Interfaces (APIs), developer tools, or associated software, you will comply with our API Terms

You will use the Sprwt Service for your internal business purposes and will not:
(i) willfully tamper with the security of the Sprwt Service or tamper with our customer accounts;
(ii) access data on the Sprwt Service not intended for you;
(iii) log into a server or account on the Sprwt Service that you are not authorized to access;
(iv) attempt to probe, scan or test the vulnerability of any Sprwt Service or to breach the security or authentication measures without proper authorization;
(v) willfully render any part of the Sprwt Service unusable;
(vi) lease, distribute, license, sell or otherwise commercially exploit the Sprwt Service or make the Sprwt Service available to a third party other than as contemplated in your subscription to the Sprwt Service;
(vii) use the Sprwt Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Sprwt Service without our prior written consent.

8. Sprwt Trademark Use

Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the Sprwt Service, or any identifier or tag generated by the Sprwt Service, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.

9. General Terms

We may immediately suspend your access to the Sprwt Service if you breach this AUP or don’t respond to us in a reasonable period after we’ve contacted you about a potential breach of this AUP. We may also suspend your access as we explain in our Customer Terms of Service and, if you breach this AUP, we may terminate your subscription agreement for cause. You acknowledge we may disclose information regarding your use of any Sprwt Service to satisfy any law, regulation, government request, court order, subpoena or other legal process. If we make this type of required disclosure we will notify you, unless we are required to keep the disclosure confidential.

We are not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates this AUP. We further reserve all other rights.

We may update and change any part or all of this AUP. If we update or change this AUP, the updated AUP will be posted at http://sprwt.site/terms. If you have a Sprwt subscription, we will we will let you know through the Notification app in the Sprwt portal used to access your Sprwt subscription. If you do not have a Sprwt subscription, we will let you know by posting the revised copy on our website. The updated AUP will become effective and binding on the next business day after it is posted. When we change this AUP, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this AUP periodically.

Sprwt Website Terms of Use

Last Modified: July 30, 2018

Sprwt Inc. (“Sprwt”) operates each website (“Site”) that links to these Terms of Use to provide online access to information about Sprwt and the products, services, and opportunities we provide. Use of the Sprwt Service is governed by our Customer Terms of Service, available at http://sprwt.site/terms/

By accessing and using the Site, you agree to these Terms of Use.

Sprwt reserves the right to modify these Terms of Use at any time without giving you prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by these Terms of Use as modified. The last date these Terms of Use were revised is set forth below.

1. Permitted Use of The Site

You may use the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singly or collectively, the “Content”) solely for your non-commercial, personal purposes and/or to learn about Sprwt products and services, and solely in compliance with these Terms of Use.

2. Prohibited Use of The Site

By accessing the Site, you agree that you will not:

Use the Site in violation of these Terms of Use;
> Use the Site in violation of the terms of Sprwt’s Acceptable Use Policy at http://sprwt.site/terms/.
Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so;
Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Service in any way;


Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Site in a manner that sends more request messages to the Sprwt servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;


Use the Site in any manner that damages, disables, overburdens, or impairs any Sprwt website or interferes with any other party’s use and enjoyment of the Site;
Mirror or frame the Site or any part of it on any other web site or web page.
Attempt to gain unauthorized access to the Site;
Access the Site by any means other than through the interface that is provided by Sprwt for use in accessing the Site;

Use the Site for any purpose or in any manner that is unlawful or prohibited by this Agreement.
Any unauthorized use of any Content or the Site may violate patent, copyright, trademark, and other laws.
3. Copyrights and Trademarks
The Site is based upon proprietary Sprwt technology and includes the Content. The Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. The Site, including all intellectual property rights in the Site, belongs to and is the property of Sprwt or its licensors (if any). Sprwt owns and retains all copyrights in the Content. Except as specifically permitted on the Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. Sprwt, the Sprocket Design, the Sprwt logos, and other marks used by Sprwt from time to time are trademarks and the property of Sprwt. The appearance, layout, color scheme, and design of the Sprwt.io site are protected trade dress. Customer does not receive any right or license to use the foregoing. Sprwt may use and incorporate into the Site or the Sprwt Service any suggestions or other feedback you provide, without payment or condition.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the Site or the Service should be sent to Sprwt’s designated Copyright Agent. See the Claims of Copyright Infringement instructions below.

4. Information and Materials You Post or Provide to Sprwt

You represent that you have all right, title, and interest to materials you post on the Site or provide to Sprwt (“Materials”), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials, and that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted Materials is true and your own work or work you are authorized to submit, and that the posted Materials do not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that the Materials you supply do not violate these Terms of Use.

Sprwt does not claim ownership of, verify or control over the Content generated, provided or otherwise submitted by the Clients to Sprwt in the course of using the Website, Software and Services. The Clients and other users are solely responsible for all Content they generate and submit to Sprwt and Sprwt accepts no liability whatsoever for such content. Sprwt uses such Content to provide the Services only. By providing their Content to Sprwt, the Clients grant Sprwt a world-wide, royalty free, non-exclusive license to copy, distribute, transmit, display, reproduce, edit, translate, perform and reformat Content in order to provide the Services.
Sprwt reserves the right at its sole discretion to remove, screen or edit without notice any Content at any time and for any reason.
By using the Services you agree not to generate any Content that is offensive, threatening, promotes violence, promotes any illegal activity, is obscene, defaming, pornographic or otherwise harmful, represents unauthorized copies or distributions of copyrighted work or other intellectual property or is contrary to law or otherwise objectionable. Sprwt has the right to disclose your identity to legal institutions. Sprwt will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you on the Website.
Sprwt has the right to remove any posting you make on the Website if, in its opinion, your post does not comply with the content standards set out in these Terms.
Sprwt applies retention periods for the Content submitted by the Clients as stipulated in the Privacy Policy.

5. Links to Third-Party Web Sites

Links on the Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Sprwt of the third party, the third-party web site, or the information there. Sprwt is not responsible for the availability of any such web sites. Sprwt is not responsible or liable for any such web sites or the content thereon. If you use the links to the web sites of Sprwt affiliates or service providers, you will leave the Site and will be subject to the terms of use and privacy policy applicable to those web sites.

6. Downloading Files

Sprwt cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs.

7. Disclaimers; Limitations of Liability

SPRWT AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. SPRWT AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPRWT IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPRWT AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF SPRWT OR ANY OF SPRWT’S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, SPRWT IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF SPRWT AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS.

A. THE SOFTWARE IS LICENSED (NOT SOLD). It is licensed to licensees without either express or implied warranties of any kind, on an “as is” basis. Sprwt makes no express or implied warranties to Licensee with regard to the Software, as to its performance, merchantability, fitness for any purpose or non-infringement of patents, copyrights or other proprietary rights of others.

B. Neither Sprwt nor anyone else who has been involved in the creation, production, testing or delivery of this software shall be liable for any direct, incidental or consequential damages, such as, but not limited to, loss of profits or benefits, resulting from the Use of the Software and/or arising out of any breach of any warranty, any server downtime and/or any Software “glitches.” If any of the provisions of this Agreement, or portions thereof, are invalid and/or unenforceable under any statute, regulation or other rule of law, they are to be deemed omitted from this Agreement, to the extent they are invalid and/or unenforceable. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which balance shall remain valid and enforceable according to its terms.

C. In no event shall Sprwt be liable to Licensee if the Software and/or any server on which Licensee’s data is stored gets corrupted, infected by a virus, becomes the target of so-called malware, ransomware, keystroke logging, “hacking” and/or any other unauthorized and/or malicious access, denial of access, use, or other improper actions by a third party. If such an adverse event does occur, Licensee agrees to indemnify Licensor against all claims, demands, damages, losses, causes of action and the like which may arise from and/or relate to any such adverse event.

D. Licensee acknowledges that the Software requires Licensee’s use of “Stripe” (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). 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 which may arise from and/or relate to any transaction(s) and/or attempted transaction(s) by, with and/or through Licensee’s Merchant Account and/or Licensee’s bank(s).

E. Sprwt is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.

Sprwt’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 3-month period prior to the event that gave rise to the liability. There is a $500 non-refundable installation fee for any servers that are active but taken down due to cancellation. Any cancelled accounts that wants to sign up again and there is no active data or information pertaining to the old site will have to pay a non-refundable $2000 setup fee. 9. Indemnification You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless Sprwt, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Site or the Content, or any violation by you of these Terms of Use.

9. Privacy

Your use of the Site is subject to Sprwt’s Privacy Policy, available at http://sprwt.site/terms

10. Additional Terms of Service

If you are a customer of Sprwt or an employee, representative or agent of a Sprwt customer, your use of the Sprwt Service is subject to Sprwt’s, available at http://sprwt.site/terms/



11. General Provisions

a. Entire Agreement/No Waiver. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Sprwt of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Sprwt therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Sprwt does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

c. Enforcement/ Choice of Law/ Choice of Forum. If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. Any and all disputes relating to these Terms of Use, Sprwt’s Privacy Policy, your use of the Site, any other Sprwt web site or the Content are governed by, and will be interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Boston, Massachusetts in the event of any dispute of any kind arising from or relating to these Terms of Use, Sprwt’s Privacy Policy, your use of the Site, any other Sprwt web site or the Content

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Claims of Copyright Infringement

DMCA Notices



Sprwt respects the intellectual property rights of others, and we ask our users to do the same. Sprwt may, in its sole discretion, suspend the access or terminate the accounts of users who violate others’ intellectual property rights.

If you believe that your work has been copied in a way that constitutes infringement on Sprwt’s website, please provide the following information to Sprwt’s Copyright Agent.

Contact Sprwt:

The Sprwt Copyright Agent for notice of claims of copyright infringement on or relating to this website (“Notifications”) can be reached either by sending an e-mail to support@Sprwt.io

Submission of Notification:

To be effective, the Notification must include the following:

a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (“Complaining Party”);

b) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Sprwt to locate the material;

d) Information reasonably sufficient to permit Sprwt to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;

e) A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f) A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Receipt of Notification:

Upon receipt of the written Notification containing the information as outlined in 1 through 6:


a) Sprwt will remove or disable access to the material that is alleged to be infringing;

b) Sprwt will forward the written notification to such alleged infringer (the “Alleged Infringer”);

c) Sprwt will take reasonable steps to promptly notify the Alleged Infringer that it has removed or disabled access to the material.

Counter Notification:

An Alleged Infringer may submit a Counter Notification to contest the claim of alleged infringement. To be effective, a Counter Notification must be a written communication provided to Sprwt’s Copyright Agent that includes substantially the following:

a) A physical or electronic signature of the Alleged Infringer;

b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

c) A statement under penalty of perjury that the Alleged Infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

d) The Alleged Infringer’s name, address, and telephone number, and a statement that the Alleged Infringer consents to the jurisdiction of Federal District Court for the judicial district in which the Alleged Infringer’s address is located, or if the Alleged Infringer’s address is outside of the United States, for any judicial district in which Sprwt may be found, and that the Alleged Infringer will accept service of process from the person who provided notification or an agent of such person.

Receipt of Counter Notification:

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above:

a) Sprwt will promptly provide the Complaining Party with a copy of the Counter Notification;

b) Sprwt will inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days;

c) Sprwt will replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided Sprwt’s Copyright Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Alleged Infringer from engaging in infringing activity relating to the material on Sprwt’s network or system.

Privacy Policy

Last Updated on 05/13/2017. This privacy policy is effective immediately.

Introduction

At sprwt.io, we respect your privacy and are committed to protecting it through our compliance with this policy.
This policy describes the types of information we may collect from you or that you may provide when you visit this website (our “Website”) and our practices for collecting, using, maintaining, protecting and disclosing that information.

This policy applies to information we collect:
On this Website.
In e-mail, text and other electronic messages between you and this Website.
Through mobile and desktop applications you download from this Website, which provide dedicated non-browser-based interaction between you and this Website.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
It does not apply to information collected by:
us offline or through any other means, including on any other website operated by Company or any third party (including our affiliates and subsidiaries); or any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Website.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you agree to this privacy policy. This policy may change from time to time. Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

Children Under The Age Of 13
Our Website is not intended for children under 13 years of age. No one under age 13 may provide any personal information to or on the Website. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Website or on or through any of its features/register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website or provide any information about yourself to us, including your name, address, telephone number, e-mail address or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us via our contact us link.


Information We Collect About You And How We Collect It

We collect several types of information from and about users of our Website, including information:
which you may be personally identified, such as name, postal address, e-mail address, telephone number or ANY OTHER INFORMATION THE WEBSITE COLLECTS THAT IS DEFINED AS PERSONAL OR PERSONALLY IDENTIFIABLE INFORMATION UNDER AN APPLICABLE LAW (“personal information”);
that is about you but individually does not identify you, and/or about your internet connection, the equipment you use to access our Website and usage details.
We collect this information:
Directly from you when you provide it to us.
Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses and information collected through cookies, web beacons and other tracking technologies.
From third parties, for example, our business partners.


Information You Provide To Us.
The information we collect on or through our Website may include:

Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, subscribing to our service, posting material or requesting further services. We may also ask you for information when you report a problem with our Website.
Records and copies of your correspondence (including e-mail addresses), if you contact us.
Your responses to surveys that we might ask you to complete for research purposes.
Details of transactions you carry out through our Website and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Website.
Your search queries on the Website.
Information We Collect Through Automatic Data Collection Technologies.
As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions and patterns, including:
Details of your visits to our Website, including traffic data, location data, and other communication data and the resources that you access and use on the Website.
Information about your computer and internet connection, including your IP address, operating system and browser type. We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking). The information we collect automatically is statistical data and does not include personal information, but we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:
Estimate our audience size and usage patterns.
Store information about your preferences, allowing us to customize our Website according to your individual interests.
Speed up your searches.
Recognize you when you return to our Website.
The technologies we use for this automatic data collection may include:
Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.
Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies.
Web Beacons. Pages of our the Website may contain small electronic files known as web beacons (also referred to as clear gifs. pixel tags and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an e-mail and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We do not collect personal Information automatically, but we may tie this information to personal information about you that we collect from other sources or you provide to us.


Third-Party Use Of Cookies And Other Tracking Technologies.
Some content or applications, including advertisements, on the Website are served by third-parties, including advertisers, ad networks and servers, content providers and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.


We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly.


How We Use Your Information
We use information that we collect about you or that you provide to us, including any personal information:
To present our Website and its contents to you.
To provide you with information, products or services that you request from us.
To provide you with information about our services
> To provide you with notices about your account/subscription, including expiration and renewal notices.
To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
To notify you about changes to our Website or any products or services we offer or provide though it.
To allow you to participate in interactive features on our Website.
In any other way we may describe when you provide the information.
To fulfill any purpose for which you provide it.
For any other purpose with your consent.
We may use the information we have collected from you to enable us to display advertisements to our advertisers’ target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

Disclosure Of Your Information
We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy: To our subsidiaries and affiliates.
To contractors, service providers and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of the Company’s assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which personal information held by the Company about our Website users is among the assets transferred.
To third parties to market their products or services to you if you have consented to these disclosures. We contractually require these third parties to keep personal information confidential and use it only for the purposes for which we disclose it to them.
To fulfill the purpose for which you provide it. For example, if you give us an e-mail address to use the “e-mail a friend” feature of our Website, we will transmit the contents of that e-mail and your e-mail address to the recipients. For any other purpose disclosed by us when you provide the information. With your consent.
We may also disclose your personal information:
To comply with any court order, law or legal process, including to respond to any government or regulatory request.
To enforce or apply our terms of use and other agreements, including for billing and collection purposes.
If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
Choices About How We Use And Disclose Your Information
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe’s website. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.
We do not control third parties’ collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website.

Accessing And Correcting Your Information
You may send us an e-mail via our contact link to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.
If you delete your User Contributions from the Website, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other Website users. Proper access and use of information provided on the Website, including User Contributions, is governed by our terms of use.


Your California Privacy Rights
California Civil Code Section § 1798.83 permits users of our Website that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please contact us via the Contact Us link.


Data Security
We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.


Changes To Our Privacy Policy
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users’ personal information, we will notify you by e-mail to the e-mail address specified in your account and/or through a notice on the Website home page. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable e-mail address for you, and for periodically visiting our Website and this privacy policy to check for any changes.


Contact Information
To ask questions or comment about this privacy policy and our privacy practices, contact via our Contact Us link.

A. The Sprwt Payments Service

  1. Our Role The Sprwt Payments service (“Sprwt Payments” or the “Payments Services”) is a: (i) payment account boarding; (ii) payment underwriting; and, (iii) payment data transmission service that helps you integrate with a payment processor (the “Processor”), as described more fully in this Agreement. The Payments Services may also apply to your use of point-of-sale equipment (“POS Equipment”), subject to availability and to your election to procure the same. You hereby appoint us as your agent to deliver information and instructions on your behalf to the Processor.

    Sprwt provides you with its online storefront, shopping cart, store management, marketing, and other services (collectively, the “Sprwt End User License Agreement”). The Sprwt EULA Terms are incorporated herein by reference and by accepting this Agreement you are also accepting them.

    Sprwt LLC.  is not a bank, payment institution, or money services business, but is instead, respectively, a supplier of the Sprwt Platform Services supplied under the Sprwt EULA and of the Payments Services under this Agreement.

  2. The Processor Sprwt reserves the right to provide either Stripe as a payment provider to your platform. The primary Processor is Stripe, Inc., organized under the laws of Delaware, which is a technical services provider and may offer the services as an agent of one or more financial institutions in United States (each, a “Financial Services Provider”). The processing and settlement of Transactions (as defined below) (“Payment Processing”) is carried out by the Processor and any of the Financial Services Providers under a separate Stripe Connected Account Agreement, including the United States Stripe Services Agreement and the applicable Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the Payment Terms (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor.

  3. Sprwt is not a party to the Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Processor Terms you are agreeing to the creation of an account with the Processor for Payment Processing (the “Processor Account”). We reserve the right to change the Processor, subject to the terms of our agreement with the Processor. In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, in which case the Processor Terms shall prevail.

  4. The Processor’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions (“Card Not Present Transactions” or “CNP Transactions”). If applicable, POS Equipment permits transmission of data to the Processor from in-person, point-of-sale transactions (“Card Present Transactions” or “CP Transactions”), as well as manually entered transactions (“Keyed Transactions”). CNP Transactions, CP Transactions and Keyed Transactions shall be referred to herein, collectively, as “Transactions”.

  5. Data Security You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data”, and as pertains to your customers, “Cardholder Data”). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). You agree to promptly provide Sprwt with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of Card information, including a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards and all the Payment Network Rules.

  6. Audit Right If Sprwt believes that a security breach, personal data breach, or other compromise of data may have occurred, Sprwt may require you to have a third-party auditor that is approved by Sprwt conduct a security audit of your systems and facilities and issue a report to be provided to Sprwt and, at Sprwt’s discretion, to the Processor, its Financial Services Provider, Payment Networks, and law enforcement, at your sole cost and expense.

  7. Restricted Use You are required to obey all laws, rules, and regulations applicable to your use of the Payments Services (e.g., including those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any Transaction for processing that does not arise from your sale of goods or service to a customer; (iii) act as a payment intermediary or aggregator or otherwise resell the Payments Services on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; or, (v) use the Payments Services or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules.

    You further agree not to permit any third party to do any of the following: (i) access or attempt to access our systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us; (iii) permit any third party to use and benefit from the Payments Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Services, use any tool to enable features or functionalities that are otherwise disabled in the Payments Services, or decompile, disassemble, or otherwise reverse engineer the Payments Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Payments Services, prevent access to or use of the Payments Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or, (vii) otherwise use the Payments Services except as expressly allowed under this section.

  8. Suspicion of Unauthorized or Illegal Use We reserve the right to not provide the Payments Services in respect of any Transaction you submit that we believe, in our sole discretion, is in violation of this Agreement, any other Sprwt or Processor agreement, or exposes you, Sprwt, the Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your Sprwt Payments Account.

  9. Disclosures and Notices You agree that Sprwt can provide disclosures and notices, including tax forms, that we deem appropriate regarding the Payments Services to you by posting such disclosures and notices in your Sprwt Admin, emailing them to the email address listed in your Sprwt Account, or mailing them to the address listed in your Sprwt Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your Sprwt Admin or emailed to you, unless we receive notice that the email was not delivered.

B. Processing Card Transactions and Receiving Your Funds

  1. Sprwt Payments Fees You agree to pay the fees for processing that are set out in your Sprwt Admin, which are incorporated herein by reference (the “Processing Fees”). Processing Fees shall be collected from you by the Processor on our behalf in accordance with the terms of the Stripe Connected Account Agreement.

  2. You are obligated to pay all applicable taxes, fees and other charges imposed by any governmental authority, including, without limitation, any value added tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the Payments Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

    In addition to the Fees, you are also responsible for any penalties and fines imposed on you or on us by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from your use of the Payments Services in a manner not permitted by this Agreement or by such financial intermediary’s rules and regulations.

  3. Security Interest As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest on all funds processed and deposited into all Payout Accounts (as defined in the Processor Terms), and any other bank accounts associated with your Sprwt Payments Account, and in any funds processed using the Payment Processing services. These security interests and liens will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us. You will execute, deliver and pay the fees for any documents we request to create, perfect, maintain, and enforce this security interest.

  4. Our Collection Rights To the extent permitted by law, we may collect any obligations you owe us under this Agreement by requesting that the Processor deduct the corresponding amounts from the Reserve Account (as that term is defined below) or from funds payable to you arising from the settlement of Transactions. Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds received for such Transaction. If these amounts are not sufficient to meet your obligations to us, we may charge the payment method associated with your Sprwt Payments Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including, without limitation, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

    Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.

    In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks, including, but not limited to, collection fees and convenience fees and other third-party charges.

    You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Sprwt by you. Such communication may be made by Sprwt or by anyone on its behalf, including, but not limited to, a third-party collection agent.

  5. Reserves Funds held in reserves are amounts of money set aside to cover chargebacks, refunds, or other payment obligations under this Agreement (the “Reserve Account”). We, in our discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for a Transaction are held for a period of time, or that additional amounts are held in the Reserve Account. We, in our discretion, may elect to change the terms of the Reserve Account at any time, for any reason, based on your payment processing history or as requested by our payment processors.

    We may require you to fund the Reserve Account by means of: (i) any funds payouts made or due to you for Transactions submitted to the Payments Services; or, (ii) amounts available in your bank account by means of ACH debit to your Sprwt Payments Account; or, (iii) other sources of funds associated with your Sprwt Payments Account; or, (iv) requesting that you provide funds to us for deposit to the Reserve Account.

    You agree that: (i) you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account; (ii) you have no right to direct that account; (iii) you have no legal interest in those funds or that account; and, (iv) you may not assign any interest in those funds or that account.

  6. Contesting Chargebacks You or Sprwt may elect to contest chargebacks assessed to your account. Sprwt may provide you with assistance, including notifications and software to help contest your chargebacks. We do not assume any liability for our role or assistance in contesting chargebacks.

    You grant us permission to share records or other information required with the cardholder, the cardholder’s financial institution, and your financial institution to help resolve any chargeback. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible chargeback being assessed.

    If the cardholder’s issuing bank or the Payment Network does not resolve a dispute in your favor, we may recover the chargeback amount and any associated fees from you as described in this Agreement.

    We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.

Credit Card Processing Terms & Definitions

Disputes ($15 Fee)

A dispute (also known as a chargeback, inquiry, or retrieval) occurs when a cardholder questions your payment with their card issuer. An inquiry or retrieval is nothing more than a request for more information about the charge, which may escalate to a chargeback. To process a chargeback, the issuer creates a formal dispute, which immediately reverses the payment. The payment amount, along with a separate 15 USD dispute fee (United States), is then deducted from your account balance.

Sprwt Processing Fee (2.9% + 30c)

With Sprwt + Stripe partnership you are able to accept payments on your Sprwt website. Stripe provides all the tools you need to accept payments online and in-person from customers around the world. Plus, our platform maximizes conversion and allows you to create and manage subscriptions, recurring payments, and recurring revenue with our subscription billing services. 

Sprwt Application Fee (1.5%)

Sprwt provides a start-to-finish, customized software solution for meal prep companies. With tools to improve your marketing, a recipe builder for your menu, and a system to manage your customers orders, Sprwt is built to run every aspect of your meal prep business; and that’s barely scratching the surface. We charge a 1.5% application fee on all transactions processed on our platform.

Sprwt Service Fee ($1.5)

The service fee is charged to the end-user on all transactions. The fee is applied on any checkout between $4.00 and $10.00 at a 15% rate or a maximum fixed rate of $1.50 on any transaction greater than $10.00

On Behalf Of (OBO)

If you are located outside of the United States, Stripe provides capabilities for you to work with Sprwt as an on-behalf-of customer and receive reduced interchange and processing fees depending on your country of record. This reduced rate is only available to limited countries and varies by country.

Sprwt Cross-Border Payouts Fee (Variable Rate) – OBO not supported

If a country is located outside of the United States and not supported by Stripe on-behalf-of network, yet has the capability to work with Sprwt as a Cross-Border Payout (CBP) entity within the Stripe network. A Cross-Border Payout entity will be charged a Cross-Border Payout fee (CBPF) which can be reviewed on the Stripe pricing table below.

Exchange Fee (1%) – OBO not supported

Any company that works with Sprwt that is does not use the United States Dollar (USD) as their currency and Stripe does not support as an OBO entity will be charged anywhere from 1% to 2% foreign exchange fees in order to process payments on the Stripe network.

OBO Supported (United States – Supported ) – Check supported countries

On Behalf Of (OBO)

YES

NO (default)

Has lower interchange rates

Lower OBO Rates

1%

OBO Supported (United States – Supported ) – Check supported countries

Charge Cross Border Payout

NO (default)

YES

Exchange Fee (1%)

N/A

1%

Crossborder Payouts Fee

N/A

Variable Rate**

Processing Formula = Processing Fee + Application Fee + (Exchange Fee + Cross Border Payout Fee)** – OBO Discount**

** These fees are only applicable depending on your country of record.

Sprwt Email Marketing Service – Terms and Conditions

  1. Use of Platforms and Third-Party Providers
    By subscribing to and utilizing Sprwt’s email marketing service, you agree to use our platform and the third-party providers we partner with. Your continued use of our service constitutes your acceptance of these terms.
  2. Account Blacklisting and IP Address Usage
    In the event that your account is blacklisted, Sprwt reserves the right to block you from sending emails using the default shared IP address. To continue using our email marketing service without interruption, you must purchase a dedicated IP address for your domain at a cost of $30 per month. This measure ensures the integrity and deliverability of emails sent through our platform.
  3. User Responsibilities and Compliance
    Users are responsible for ensuring that their email marketing activities comply with all applicable laws and regulations, including but not limited to the CAN-SPAM Act, GDPR, and other relevant privacy and anti-spam laws. Sprwt reserves the right to suspend or terminate accounts that engage in illegal or abusive email practices.
  4. Data Privacy and Security
    Sprwt is committed to protecting the privacy and security of user data. We implement industry-standard security measures to safeguard your data. However, users are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account.
  5. Service Availability and Performance
    While Sprwt strives to maintain high levels of service availability and performance, we do not guarantee uninterrupted service. Scheduled maintenance and unforeseen technical issues may cause temporary service interruptions. Sprwt will make reasonable efforts to inform users of any scheduled downtime.
  6. Limitation of Liability
    To the maximum extent permitted by law, Sprwt shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from your use of the service.
  7. Refund and Cancellation Policy
    Sprwt offers no refunds for its email marketing service. To avoid being billed for the upcoming billing cycle, cancellations must be submitted at least three (3) business days before the scheduled billing date. Failure to provide timely notice will result in the next billing cycle’s charge being non-refundable.
  8. Modifications to Terms and Conditions
    Sprwt reserves the right to modify these terms and conditions at any time. Users will be notified of any significant changes to the terms and conditions, and continued use of the service after such modifications constitutes acceptance of the new terms.
  9. Termination of Service
    Sprwt reserves the right to terminate or suspend your account and access to the service at our sole discretion, without prior notice, for conduct that we believe violates these terms and conditions or is harmful to other users of the service, us, or third parties, or for any other reason.
  10. Governing Law and Dispute Resolution
    These terms and conditions are governed by and construed in accordance with the laws of the jurisdiction in which Sprwt operates. Any disputes arising from these terms and conditions shall be resolved through amicable negotiation. If a resolution cannot be reached, disputes will be subject to the exclusive jurisdiction of the courts in the jurisdiction where Sprwt is based.