Terms and Conditions
Thank you for using SPROCKLER’s Website and Services.
Please read the following terms and conditions of service ("Terms") carefully as they contain the legal terms and conditions of service that you agree with when you use or access the SPROCKLER Website and Services. By accessing and using the Service and/or any information, content or materials made available on the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Service. 1)
You should check these Terms and this Site periodically for modifications. SPROCKLER may modify the Site and/or the Terms from time to time without notice to you. If SPROCKLER makes material changes to the Terms we will post the revised Terms and the revised effective date on this Site. Any continued use by you of the Service after the posting of such modified Terms shall be considered that you agree with the modified Terms. If you do not agree to be subject to any modified Terms of Service, you may no longer use the Service.
Effective: 1st of January, 2015
1. USE OF THE SERVICE
(a) Grant of Rights: Subject to the terms and conditions in this agreement, SPROCKLER grants you a non-transferable, non-exclusive right to access and use the Website. Upon registration and payment of any applicable fees, SPROCKLER grants you a non-transferable, non-exclusive right to access and use its Services.
(c) Submission of User Content: In connection with your use of the Service, you agree not to submit any content which (i) is unlawful, (ii) violates any right of publicity or invades the privacy of others, (iii) constitutes obscene, pornographic, indecent, profane or otherwise objectionable material, (iv) is discriminatory, hateful or bigoted toward, or abusive of, any group or individual, (v) is libellous or defamatory or (vi) violates any applicable law or government regulation. You represent and warrant that you own or have the necessary rights in and to any and all content that you upload or post to the Site or Service.
(d) Proprietary Rights: The Site and Service, including all of the contents, such as text, images, audio, and the HTML used to generate the pages (collectively, "Content"), are the property of SPROCKLER or that of our suppliers or licensors. You retain complete ownership of any information, stories, audio-visual recordings and data that you upload to the Site and/or the Services, and may use in perpetuity any reports or other materials provided to you as part of the Service. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, prepare derivative works from, delete, add to, license, post, transmit, or distribute any Content from this Site in whole or in part, for any public or commercial purpose without the specific written permission of SPROCKLER. Except as otherwise provided herein, use of the Site or Service does not grant you a license to any Content, features or materials you may access on the Site or through the Service. As between you and SPROCKLER, (or other company whose marks appear on the Site), SPROCKLER (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated. In particular, the SPROCKLER logos and service names are trademarks of SPROCKLER (the "SPROCKLER Marks"). Without SPROCKLER's prior permission, you agree not to display or use the SPROCKLER Marks in any manner. Nothing on the Site or in the Service should be construed to grant any license or right to use any SPROCKLER Mark without the prior written consent of SPROCKLER. SPROCKLER Marks may be registered internationally.
(e) Prohibited Conduct and Use: Under these Terms, you agree: (1) to use SPROCKLER in a manner that is ethical and in conformity with community standards; (2) to respect the privacy of other users (shall not seek data or passwords belonging to other users, nor will its users modify files or represent themselves as another user unless explicitly authorized to do so by that user); (3) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property; and (4) to not attempt to interfere with the function of the Site, Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mail bombing", "crashing", or sending unsolicited e-mail, including promotions and/or advertising of products or services.
(f) Indemnification: You hereby irrevocably agree to indemnify, defend and hold SPROCKLER, its affiliates, directors, officers, employees and agents harmless from and against any and all losses, costs, damages, liabilities and expenses (including attorneys' fees) arising out of or related to your use of the Service.
(g) Termination: You may terminate your Account at any time. SPROCKLER, in its sole discretion, has the right to suspend or terminate your Account and your access to the Service, for any reason at any time. Any termination of your Account will result in the deletion of your Account and the content in it, and the termination of your access to Service. SPROCKLER reserves the right to refuse service to anyone for any reason at any time.
2. SERVICE FEES PAYMENT AND REFUND POLICY
(a) Payment Generally Taxes: In consideration of the right to access and use the Service, you agree to pay the applicable fees ("Service Fees"). Service Fees are billed in advance on a monthly basis and are non-refundable.
(c) No Refunds: There will be no refunds or credits of Service Fees (i) for partial months of Service access, (ii) as a result of any upgrade or downgrade of the Service, or (iii) for any period of time during which you do not use the Service, but have not cancelled your Account. In order to treat everyone equally, no exceptions will be made.
3. CHANGES TO THE SERVICE; SUSPENSION OR TERMINATION OF USE RIGHTS
(a) Changes to the Service: SPROCKLER reserves the right to make changes to the Service, at any time, with or without providing notice to you. In the event that you do not agree with any changes to the Service, your only remedy shall be to cease using the Service.
(b) Suspension or Termination of Use Rights: SPROCKLER may suspend or terminate your right to use the Service for any reason or no reason upon notice to you. SPROCKLER shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Such termination of the Service will result in the deactivation or deletion of your Account, and the forfeiture and relinquishment of all information in your Account. SPROCKLER reserves the right to refuse service to anyone for any reason at any time.
4. LINKS FROM AND TO THE SITE
SPROCKLER reserves the right, at its discretion at any time, to deny any request, or rescind any permission granted, to link to the Site, and to require termination of any such link to the Site. You may be able to link to third party websites ("Linked Sites") from the Site. Linked Sites are not, however, reviewed, controlled or examined by SPROCKLER in any way and SPROCKLER is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply SPROCKLER's endorsement of, or association with, the Linked Sites. In no event shall SPROCKLER be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites.
5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
(a) Warranty disclaimer: the site, service and content are provided strictly on an "as is" and "as available" basis, and SPROCKLER makes no warranty that the site, service or content are complete, suitable for your purpose, or accurate. On behalf of itself and its licensors, SPROCKLER hereby expressly disclaims any and all implied, statutory or other warranties with respect to the site, service and content, or the availability of the site, service or content, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to results obtained through use of the site and service rests with you and SPROCKLER makes no representation or warranty that the service availability will be uninterrupted, or the site, service and/or the content will be error free.
(b) Limitation of liability: To the fullest extent permitted by applicable law, you agree that SPROCKLER shall not be liable to you for any damages arising out of or connected to your use of, or inability to use, the site or the service, including, without limitation, any and all direct, indirect, incidental, consequential, punitive, special, exemplary or statutory damages (including, without limitation, loss of business, loss or profits, loss of revenue, loss of data, loss of goodwill or for any cost of cover or cost of procurement of substitute goods or services), even if SPROCKLER has been advised of the possibility of such damages, and regardless of the legal theory under which damages are sought, whether in breach of contract or in tort, including negligence.
These Terms set out the general terms and conditions applicable to all services provided by SPROCKLER, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms supersede all prior or contemporaneous discussions, proposals and agreements between you and SPROCKLER relating to the subject matter hereof. No amendment, modification or waiver of any provision of these Terms will be effective unless in writing and signed by an officer of SPROCKLER. If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to affect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by SPROCKLER may be implied from any actions or failures to enforce rights under these Terms. These Terms are intended to be and are solely for the benefit of SPROCKLER and you and do not create any right in favour of any third party.