Spectrio Terms of Use & Subscriptions 2022

SPECTRIO, LLC

Activity AssistantTM Subscription Terms

Last Updated: June 30, 2022

IMPORTANT – These Terms of Service (the “Terms”), together with any applicable Order (defined below) and, if you are ordering or accessing the Services via our website, www.activites.seniorlivingmedia.com (the “Site”), the Terms of Use and Privacy Policy posted at the Site (the “Website Terms”), constitute the entire agreement (the “Agreement”) between the person or entity listed in the Order as the “Customer” (referred to in these Terms as “you,” “your” or similar terms) and SPECTRIO, a FLORIDA incorporated company (referred to as “we,” “us,” “our” or similar terms) with respect to the Services described in this Agreement.  In the event of any conflict between the terms and conditions of these Terms and the Website Terms, the terms and conditions of these Terms shall control, but only with respect to the Services described in these Terms. For your convenience and records, we suggest that you print and retain or save a copy of these Terms.

  1. Subscription Services; Term.  By your execution of our standard ordering document(s) referencing these Terms, which may be electronic (each, a “Order”), you are subscribing to our printable content creation and distribution services (the “Services”), which are further described on the applicable Orders, but typically include (a) creation of various content, graphics or other collateral materials (collectively, the “SLM Content”) to be made available as “printable” worksheets, activity sheets and similar documents (the “Activity Assistant”); and (b) inclusion in the Activity Assistant other content, graphics or other information provided by you (collectively, “Customer Content”).   These Services and the fees applicable thereto are nonrefundable once ordered, unless we terminate such Order without cause as described in Paragraph 4.  The initial term of your subscription is 12 months; upon expiration of that initial term, your subscription will renew for successive terms of 12 months each (each of the initial term and each renewal term, a “Subscription Term”).  You may terminate your subscription upon email notice to us or via your online account prior to the last 60 days of your then-current Subscription Term, and such termination shall be effective as of the last day of such Subscription Term. You may not terminate your subscription for convenience prior to the expiration of any Subscription Term, and no termination by you will be effective on any date other than the last day of your then-current Subscription Term.  If you do not cancel your subscription as described in Paragraph 1, your subscription will renew automatically as described above.
  2. Provision of Services; License Grant.  Subject to the terms and conditions of this Agreement, we (a) agree to provide you with the Services described in the Order(s); and (b) grant you a perpetual, limited, nonexclusive, nontransferable (except as set forth in this Paragraph 2), revocable (as set forth herein) license to access, via the Site, download and use the SLM Content solely in your ordinary course of business at the location specified in the Order (the “Authorized Location”), which use includes making a reasonable number of tangible copies of the SLM Content to enable distribution to your residents at the Authorized Location.  You may not, without our prior written approval: (i) sublicense, distribute or otherwise transfer any SLM Content to any third party, including, without limitation, any affiliates or use the SLM Content at any or for the benefit of any location other than the Authorized Location; or (ii) use any SLM Content or any part thereof for the purpose of any activities that violate any applicable law or regulation (including, without limitation, any laws or regulations regarding trademark infringement, false advertising, unfair competition or copyright infringement).  You grant us and our affiliated companies and necessary sub-licensees a worldwide, irrevocable, nonexclusive, royalty-free license during the term of this Agreement to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit your Customer Content, but only for your benefit and as necessary to provide the Services and Printables.  By providing Customer Content, you warrant and represent that you own or control all of the rights to your Customer Content, including, without limitation, all the rights necessary for you to provide or submit such Customer Content.
  3. Fees.  The fees applicable to your initial subscription are set out in your Order(s). Our fees are subject to change with respect to any subsequent or renewal Subscription Term on written notice to you via email or via your online account on at least 90 days prior to such fee increase, and if you do not agree to such changes, you should contact us to cancel your subscription as described in Paragraph 2.  The fees applicable to any non-subscription based Services are set out in your Order and shall be billed upon execution of that Order. As noted in Paragraph 1, such fees are nonrefundable except as described in Paragraph 4.

As long as you have an account with us or owe us any fees, you must maintain a valid and current credit card on file with us and authorize us to charge any payments due with respect to your account or use of the Services against that credit card.  By providing us with payment information, you represent and warrant that you are authorized to use that payment method and that any and all charges may be billed to that payment method and will not be rejected.  If we cannot process your payment method, we will try to contact you by email.  In any case, we will suspend your subscription and will not provide you with the Services until your payment can be processed.  Fees are processed monthly, in advance, beginning on the date of your Order and continuing on the same day of each subsequent month in your Subscription Term.

Unless we terminate your account without cause as described below in Paragraph 4, in which case we will provide you with a refund as described in that paragraph, you will not be entitled to receive a refund from us in any circumstances.  As long as you maintain a subscription with us, your credit card will be charged as described in this paragraph.

Any disputes about any charges to you under this Agreement must be submitted to us in writing within 60 days of the date such charges are incurred. You agree to waive all disputes not brought within the 60 day period, and all such charges will be final and not subject to challenge.   All fees and expenses set forth in the Order(s) for the Services are exclusive of taxes imposed on the sale of the Services, all of which are your sole responsibility.

  1. Termination.  Unless otherwise terminated as described below, your subscription will remain active (and this Agreement will remain in effect) from the date of your Order until the expiration (and nonrenewal) of your Subscription Term; as described in Paragraph 1, you may cancel your subscription, effective as of the last day of the then-current Subscription Term at any time upon written notice to us via email or your online account prior to the last 60 days of your then-current Subscription Term. Please note that you are responsible for any fees that are due and payable during the then-current Subscription Term after you provide such notice, and your credit card will be charged accordingly.  YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR SUBSCRIPTION AND THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR SUBSCRIPTION AND THIS AGREEMENT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR SUBSCRIPTION AND THIS AGREEMENT.

We may suspend the Service or terminate your account at any time, with or without cause, upon notice to you at your email address on file with us. If we terminate your subscription or any Order without cause prior to completion of the Services, we will refund any fees that we have collected and that are applicable to any Services that we have not or do not provide to you.  We will not provide you with a refund if you cancel your subscription or any Order prior to the completion of Services thereunder or we terminate this Agreement with cause, such as (but not limited to) a violation of this Agreement.  Following the termination or expiration of this Agreement, (a) we will stop providing you with the Services and the Activity Assistant; and (b) you must stop using the Services and the Activity Assistant.  Paragraphs 3-10 of this Agreement shall survive any termination or expiration of your subscription or this Agreement.  

  1. Representations and Warranties; Disclaimer.  THE SERVICES, SLM CONTENT, AND ACTIVITY ASSISTANT ARE PROVIDED “AS-IS,” AND WE AND OUR SUPPLIERS DO NOT MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WITH RESPECT TO THE SERVICES, THE SLM CONTENT OR THE PRINTABLES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR ERROR-FREE USE, ALL OF WHICH ARE HEREBY DISCLAIMED AND EXCLUDED. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM YOUR USE OF THE SERVICES OR THE PRINTABLES.
  2. Confidentiality.  In the performance of this Agreement, either party may disclose to the other certain “Proprietary Information,” which, for purposes of this Agreement, means information that is of value to its owner and is treated as confidential, but shall not include that information that: (a) is or becomes a part of the public domain through no wrongful conduct of the receiving party; (b) was or is lawfully disclosed to the receiving party by a third party without restriction on subsequent use or disclosure, or (c) is independently developed by the receiving party without the use of any Proprietary Information of the disclosing party. Our Proprietary Information includes, without limitation, all non-public information pertaining to Services.  Each of you and we acknowledge and agree that the Proprietary Information shall remain the sole and exclusive property of the disclosing party or a third party providing such information to the disclosing party. The receiving party agrees to hold the Proprietary Information disclosed by the other party in the strictest confidence and not to, directly or indirectly, copy, use, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information for any purpose whatsoever other than as expressly provided by this Agreement or as required by judicial or governmental action or applicable law.  Subject to the Agreement set forth herein, the receiving party shall not disclose the Proprietary Information to a third party without the written consent of the disclosing party and shall protect the Proprietary Information of the disclosing party with the same degree of protection and care the receiving party uses to protect its own Proprietary Information, but in no event less than reasonable care.  
  3. Intellectual Property.  We and our third-party suppliers retain all right, title, and interest (including copyright and other intellectual property or informational rights) in and to the SLM Content and all legally protectable elements or derivative works thereof, subject to the license granted to you pursuant to Paragraph 2(b).  We may place copyright or other proprietary notices within the SLM Content and Printables, and you may not alter or remove such notices without our written permission.  Notwithstanding anything to the contrary in this Agreement, you may not prohibit or enjoin us from utilizing any skills, knowledge or information of a general nature we may acquire during the course of providing Services including, without limitation, knowledge or information that we could reasonably acquire in similar work performed for our other customers.  
  4. LIMITATIONS OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (I) ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, SLM CONTENT OR PRINTABLES IN EXCESS OF AMOUNTS PAID UNDER THE APPLICABLE ORDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (II) ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF DATA OR PROFITS, LOSS OF OR DAMAGE TO PROPERTY OR CLAIMS OR THIRD PARTIES, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. YOU ACKNOWLEDGE THAT OUR FEES HAVE BEEN CALCULATED SPECIFICALLY TAKING INTO ACCOUNT YOUR ASSUMPTION OF THIS RISK, AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON OUR LIABILITY.  

We are not liable or responsible for any delays or failure in performance of any part of the Services due to any cause beyond our control, including, without limitation, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

  1. Indemnification.  You agree to indemnify, defend and hold us, our suppliers, licensors, licensees and affiliates, and all of our and their respective directors, officers, agents, distributors, employees and other agents (collectively, the “Indemnified Parties”) harmless from and against any and all damages, losses, liabilities, penalties, settlements, expenses and costs incurred by the Indemnified Parties (including, without limitation, reasonable attorneys’ fees and costs) in connection with any claim arising out of or related to (a) any breach by you of this Agreement; or (b) your use of the Services, the Activity Assitant or any SLM Content.  You agree to provide us with prompt written notice in the event of any such claims or actions. You shall cooperate fully with us in the defense of any claim. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you shall not settle any action or matter without our written consent. 

In addition, you acknowledge and agree that we have the right to seek damages when you use the Services or the SLM Content for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance or consequential damages. 

  1. General.  This Agreement (which consists of these Terms, the Website Terms, and all applicable Orders) is the only agreement between you and us relating to the Services, and it supersedes all prior communications and/or understandings relating to the Services, oral or written, of either party.  This Agreement may be only be amended by the written agreement of both parties.  The parties are and will remain, independent contractors with respect to each other, rather than employees or agents of one another.  You may not assign any of your duties or obligations, including, but not limited to, your obligation to make a payment, under this Agreement.  We may freely assign this Agreement and our rights hereunder.  This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida without regard to Florida’s choice of law provisions.  Except as specifically set forth herein, all communications between the parties which are required or permitted to be in writing shall be sent by hand delivery, with receipt obtained; by recognized courier, properly prepaid; or by certified mail, receipt requested, postage prepaid and sent as follows: (a) if to us, to 3075 Breckinridge Blvd., Suite 430, Duluth, GA 30096, Attn: Manager, or (b) if to you, at the address set forth in your Order. All such communications shall be deemed received by the other party upon actual delivery or refusal.  You further agree that certain communications under this Agreement may be via email as specified herein, and agree that we may use the email address set forth in your Order (or your online account, whichever is more recent) for such purposes. By written communication, either party may designate a different address or email address for purposes hereof.  A waiver by either party of any breach shall not be construed to be a waiver of any other breach.  A party may only waive or modify its rights under this Agreement by notifying the other party of the waiver in writing.  If any part of this Agreement is deemed unenforceable, the remainder of the Agreement, or the application of the unenforceable term under different circumstances, will not be affected.  Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The agents of both parties have participated in the preparation of this Agreement, and the parties agree that the Agreement should not be more strictly construed against one party than the other.  The provisions of the Agreement are for the benefit of the parties hereto only, and of no other person. 

SENIORLIVINGMEDIA.COM

Terms of Use

Last Updated: May 15, 2020

These Terms of Use (the “Terms”; and together with our Privacy Policy, that governs your use of the www.seniorlivingmedia.com website and associated webpages (collectively, the “Site”).

Please read these Terms carefully.  Your use of the Site constitutes your agreement, without modification, to all of the terms, conditions, and notices in the Agreement. If you do not accept the Agreement, you may not use the Site. As used in these Terms, “we,” “our” or “us” refers to Spectrio. “You,” “yours” or other similar designation refers to the person accessing or using the Site. 

Special terms may apply to certain interactive features or services available via the Site or to certain products and services offered via the Site or via other websites we own or operate (the “Services”). These terms may be posted on the Site in connection with the applicable products and services or contained in a separate written agreement between your organization and Spectrio, and you (or your employer) must agree to such terms before we provide those services to you.  In the event of a conflict between these terms and the separate terms applicable to the Services, the separate Services terms will prevail.  

We reserve the right to change these Terms at any time by posting revised Terms on the Site or by sending an email to the last email address you gave us), so we encourage you to review this web page periodically. The changes will be effective immediately when posted. Your use or continued use of the Site following the posting of any changes to these Terms shall constitute your acceptance of the changed Terms. 

SITE CONTENT

All of the Site content is subject to copyright, trademark, service mark, trade dress and other intellectual property rights or licenses held by us or our licensors. We grant you a limited license to access and use the Site only to gather information about our organization, products and services, communicate with us through the Site or, where authorized and permitted, to access the Services. You may not otherwise use the content displayed on the Site. Other than as set forth above, we and our licensors retain all right, title and interest in and to the Site, and reserve all rights not expressly granted herein. 

You may not download (other than page caching) any of the Site. You also may not copy, modify, publish, distribute, transfer or create derivative works from any of the Site or any materials on the Site (including, without limitation, computer programs or other code). You must abide by all trademark and copyright notices, information, or restrictions contained in or attached to any portion of the Site. 

Your license to access and use the Site does not include any resale or commercial use of the Site or its contents; any collection and use of any product or service listings, descriptions, or prices; any downloading or copying account information for the benefit of a third party; or any use of data mining, robots, or similar data gathering and extraction tools. You may not visit or otherwise exploit any portion of the Site for any commercial purpose other than your personal purposes without our written consent. You may not frame or utilize framing techniques to enclose any proprietary information (including images, text, page layout, or form) of the Site without our written consent. You may not use any metatags or any other “hidden text” utilizing the name, domain name or trademarks of Osborn without our express written consent. Any unauthorized use terminates the permission or license granted by us. 

We may change, suspend or discontinue any aspect of the Site or any Services at any time, including the availability of any feature, database or content. We may also impose limits on certain features and services or restrict your access to part, or all, of the Site or any Services without notice or liability. 

PURCHASES 

We reserve the right to correct any errors or mistakes in pricing, product description, or listings that we make on the Site or when processing an order even if we have already requested or received payment. In such case, we may refuse or cancel an order and refund any amounts paid.  All purchases are subject to our policies and procedures relating to processing and similar matters set forth herein and on the Site. All prices are in U.S. dollars. 

Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell.  We may cancel an order at any time if we determine that it will not be able to fulfill such order, or for any other reason, and upon any such cancellation will notify you and refund any amounts paid by you for such order. Verification of information may be required prior to the acceptance of any order. Prices and availability of products on the Site are subject to change without notice. 

When placing an order, we require your exact billing and mailing address, and any other information we deemed appropriate and necessary to properly process the transaction.  Incorrect information will cause your order to be declined.  We also have the right to cancel or refuse any order if we determine the billing or mailing address is not accurate or if we suspect fraud or unauthorized or illegal activity.  If such is the case, we may reject your order.  We also reserve the right to cancel any accounts due to suspected fraud or unauthorized or illegal activity.  We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity.

CORRECTIONS

Occasionally there may be information on the Site that contain typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice. We reserve the right to revoke any stated offer and to correct any errors, inaccuracies, or omissions (including after an order has been submitted).

LINKS TO THIRD PARTY SITES 

The Site may contain links to other websites owned or maintained by third parties (“Linked Sites”). The Linked Sites are not under our control, and we are not responsible for the contents of any Linked Site or any changes or updates to a Linked Site. We do not guarantee the accuracy and completeness of the information obtained through any Linked Site. Accordingly, we will not be liable for decisions made based upon information on the Linked Sites. We are not responsible for web casting or any other transmission received from any Linked Site. We provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site or any association with its operators. 

USE OF SITE 

As a condition of your use of the Site, you warrant that you will not use the Site for any purpose that is unlawful or prohibited by this Agreement. You may not use the Site in a manner that could damage, disable, or impair the Site or interfere with another party’s use of the Site. You may not obtain or attempt to obtain any content through any means not intentionally made available through the Site. You further represent, warrant and covenant that you will not upload, post, distribute or otherwise publish through the Site any materials that (i) restrict any other user from using and enjoying the Site, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would give rise to civil liability or otherwise violate any law, (iv) violate or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or other proprietary rights, (v) contain a virus or other harmful component, (vi) contain any information, software or other material of a commercial nature, (vii) contain advertising of any kind, or (viii) contain false or misleading indications of origin or statements of fact. 

SUBMISSIONS 

By posting or submitting any materials or any other communication (individually or collectively “Submissions”) to or through the Site or the Services, you grant us and our sub-licensees a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Submissions, in all media now known or hereafter developed, unless otherwise prohibited by the terms of this Policy or any applicable federal, state or local law or regulation. You waive all rights to any claim against us for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with our authorized use of such Submissions.  The terms of this paragraph do not apply to any personally identifiable information you may provide to us via the Site or the Services; our handling of such information is governed by our Privacy Policy and, if applicable, the separate terms applicable to the Services. We will not use, transmit or distribute any such personally identifiable information, except as permitted by our privacy policy and those separate terms. 

By posting or submitting your Submissions, you warrant and represent that you own or control all of the rights to your Submissions, including, without limitation, all the rights necessary for you to provide or submit such Submission. You acknowledge that, by submitting Submissions through the Site, no confidential, fiduciary, contractually implied or other relationship is created between you and us other than pursuant to this Agreement or applicable federal, state or local law or regulations. 

TRUTHFUL DISCLOSURE 

Some features of the Site permit or require you to submit certain personal information to utilize such features. You agree to provide and maintain accurate and complete information about yourself as prompted by the Site or the Services. By providing us with such information, you authorize us and our third party agents to make any inquiries we consider necessary to confirm such information. You will not impersonate any third party or misrepresent your identity or affiliation with any third party, including using another person’s account information, or another person’s name, likeness, voice, image or photograph. You are responsible for maintaining the confidentiality of your personal information and for restricting access to your computer. You agree to notify us promptly of any unauthorized use of your identity, or personal information, or other breach of security that you become aware of involving or relating to the Site. 

LIABILITY DISCLAIMER AND LIMITATION 

THE SITE AND THE INFORMATION, PRODUCTS, SERVICES, CONTENTS, GRAPHICS, DOCUMENTS AND OTHER ELEMENTS INCLUDED IN OR AVAILABLE THROUGH THE SITE (COLLECTIVELY, THE “CONTENTS”) MAY INCLUDE ERRORS.  WE MAY, IN OUR SOLE DISCRETION, MAKE IMPROVEMENTS, DELETIONS, OR OTHER CHANGES IN THE SITE AND THE CONTENTS AT ANY TIME WITHOUT NOTICE, BUT WE ARE NOT REQUIRED TO DO SO. WE MAY IMPOSE LIMITS ON CERTAIN FEATURES AND SERVICES OR RESTRICT YOUR ACCESS TO THE SITE OR TO PORTIONS OF IT WITHOUT NOTICE OR LIABILITY. 

PLEASE INFORM SPECTRIO OF ANY ERRORS AT kimberly.magerko@spectrio.com.   

WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS OR ACCURACY OF THE SITE OR THE CONTENTS FOR ANY PURPOSE. THE SITE AND ITS CONTENTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, AND WE AND OUR SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES WITH REGARD TO THE SITE, THE CONTENTS AND ANY LINKED SITE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, ITS CONTENTS OR ANY LINKED SITE. WE DO NOT WARRANT THAT ANY MATERIAL OR FUNCTIONS IN THE SITE, ITS CONTENT OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE OR THE SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR THE USE OR PERFORMANCE OF THE SITE OR THE CONTENTS OR ANY ERRORS CONTAINED THEREIN. 

IN NO EVENT WILL WE OR OUR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SITE, ITS CONTENTS OR ANY LINKED SITE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF DATA OR PROFITS, LOSS OF OR DAMAGE TO PROPERTY OR CLAIMS OR THIRD PARTIES, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY OF THE SITE OR ANY OF THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. 

TERMINATION; SURVIVAL 

We reserve the right, in our sole discretion, to suspend the Site or any Services, suspend or terminate your use of the Site or any Services or terminate this Agreement at any time, without notice, for any reason. The Site Content, Use of Site, Submissions, Liability Disclaimer and Limitation, Indemnification, Compliance with Laws and General sections of this Policy shall survive any such termination. 

INDEMNIFICATION 

You agree to indemnify, defend and hold us and all our directors, officers, agents, employees, suppliers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs incurred by the Indemnified Parties (including, without limitation, reasonable attorneys’ fees and costs) in connection with any claim arising out of or related to (i) your Submissions as provided to us or (ii) any breach by you of this Agreement or the representations, warranties and covenants contained herein. You shall cooperate fully with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you shall not settle any action or matter without our written consent. 

In addition, you acknowledge and agree that we have the right to seek damages when you use the Site for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance or consequential damages. In the event that we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Site or the Services, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.

COMPLIANCE WITH LAWS

You represent and warrant that your use of the Site will comply with all applicable laws and regulations. In recognition of the global nature of the Internet, you agree to comply with all local rules where you reside or your organization is located regarding online activities and the Site or the Services. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Site is controlled and operated by us from our offices within the United States and we make no representation that the Site is appropriate or available for use in other locations. Those who access the Site from other locations do so at their own initiative and risk and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Site or the Products where prohibited by law.

You may not use, remove or export from the United States or allow the export or re-export of the Site, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

GENERAL 

Unless otherwise expressly stated herein, this Agreement (including, without limitation, these Terms, the Privacy Policy and any separate or supplemental terms applicable to the Services you use, all of which are incorporated herein by this reference) (i) constitutes the entire agreement between you and us with respect to your use of the Site, and (ii) supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.  No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.  No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by both parties.  No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever.  The headings of the sections of this Agreement are for convenience only and have no legal or contractual effect. Any notice to you in connection with this Agreement will be effective when we send it to the last email or physical address you gave us or posted on our Site. Any notice to us will be effective when delivered to us at our headquarters located at 7624 Bald Cypress Place Tampa, FL 33614, Attn: Activity Assistant Website Policy Manager, or any address for our headquarters as we may later post on the Site.

THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND PERFORMED THERE WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE, SUPERIOR AND FEDERAL COURTS HAVING JURISDICTION OVER HILLSBOROUGH COUNTY, FLORIDA, IN ALL DISPUTES ARISING OUT OF OR RELATING TO THE USE OF SITE, THE SERVICES OR THIS AGREEMENT, AND YOU WAIVE ANY JURISDICTIONAL, VENUE, OR INCONVENIENT FORUM OBJECTIONS TO SUCH COURTS.  If you violate, or threaten to violate this Agreement, then we will have the right, and in addition to all other remedies available we might have in equity or under this Agreement, to affirmative or negative injunctive relief from a court of competent jurisdiction.  You acknowledge that a violation of this Agreement would cause irreparable harm and that all other remedies are inadequate. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable provision will be deemed eliminated to the minimum extent necessary and the remainder shall continue in effect. Any cause of action you may have with respect to your use of the Site must be commenced within one (1) year after the claim or cause of action arises. In any action to enforce this Agreement, we will be entitled to our costs and attorneys’ fees. 

None of this Agreement, your account (if any) or your obligations or rights hereunder may be transferred or assigned by you without our prior written consent, and any attempted assignment, transfer or other disposition by you in violation of this provision will be null, void and of no force and effect.  We may freely assign this Agreement without your consent.  This Agreement shall inure to the benefit of and be binding upon the permitted successors, legal representatives and assigns of the parties hereto.  There shall be no third party beneficiaries to this Agreement.  Time is of the essence.  

If you have any questions regarding these Terms or your use of the Site or Services, please contact us at:

Spectrio, Inc.

7624 Bald Cypress Place

Tampa, FL 33614

Attn: Activity Assistant Website Policy Manager

kimberly.magerko@spectio.com