Terms of Service
Spero Goods Terms of Service
Sperogoods.com (the “Site”) and the services available through the Site for the scheduling and delivery of grocery, household and personal care products to you (the Site and such service to be collectively referred to as the “Service“), is operated by XB, Inc. dba Spero Goods (“Spero Goods,” “us” or “we”).
The following Terms of Service document is a legally binding contract between you (“you” or “user”) and Spero Goods regarding your use of the Service.
THE SERVICE IS OFFERED TO YOU SUBJECT TO YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY SELECTING “PLACE ORDER,” OR BY ACCESSING OR USING THE SERVICE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE (THE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR AT ANY TIME, DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THE SERVICE.
If you subscribe to the Subscription Services, your subscription will automatically renew for additional intervals as set forth in the Schedule at Spero Goods then-current fee for such Subscription Services unless you cancel auto-shipments, remove, or unsubscribe to, product(s) in the Subscription Services, or change the Ship Date for your Subscription Services.
Spero Goods collects information from you about your product preferences and use and. You select the products that you want Spero Goods to ship to you, and Spero Goods will deliver them on either: (i) a recurring basis; or (ii) an as-need basis where products purchased are not subject to automatically recurring shipments (collectively, the “Delivery Service”). The date on which your shipments are scheduled to be shipped (the “Ship Date”) will be viewable through your account. You may cancel auto-shipments, remove, or unsubscribe to, product(s) in the Subscription Services. All items purchased from Spero Goods are delivered through a third party carrier, and as a result, the risk of loss and title for such items pass to you upon our delivery to the carrier.
You must be at least 18 years of age to use the Service. By agreeing to the Terms or using the Service, you represent and warrant to us: (i) that you are at least 18 years of age; (ii) that you have not previously been suspended or removed from the Service; (iii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations (iv); and, your use of the service on behalf of an entity or company appropriate.
Accounts and Registration.
To participate in Our Subscription Service, you must have a registered account. To start the account registration process, you must provide us with your email address. When completing your first order, in addition to filling out your payment information, you will be required to provide us with some personal information about yourself, such as shipping address and cell phone number, to complete your account registration. You agree that the information you provide to us is and will be accurate, complete and up-to-date at all times. If you provide any information that is inaccurate, incomplete or not up-to-date, or Spero Goods has reasonable grounds to suspect that such information is inaccurate, incomplete or not up-to-date, we have the right to suspend or terminate your account and refuse any and all current or future use of Service. You may not register for more than one account or register for an account on behalf of an individual other than yourself. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you shall immediately notify us via email at email@example.com.
Credit Card Billing and Recurring Charges
Access to the Service, or to certain features of the Service, may require you to pay enrollment or membership fees. Spero Goods may change any fees associated with the Service, including the Delivery Service and product purchase charges, on a going forward basis at any time by providing notice through the Spero Goods Service, via email, or otherwise. All fees are in U.S. Dollars. You must provide Spero Goods with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or alternate payment method, such as Venmo or Paypal. Spero Goods will charge the Payment Provider specified in your account settings. By providing your Payment Provider information, you hereby authorize Spero Goods or its third party payment processors to charge: (i) all membership or enrollment fees; and (ii) all fees associated with the Delivery Service, including, without limitation, all applicable taxes, product costs and shipping fees, to such Payment Provider prior to shipment and on a per-delivery basis. All sales are final, except as provided in our refund policy, set forth below.
If you have elected to purchase products through our Subscription Services, your subscription will remain in effect until it is cancelled. You agree that your Subscription Services will be subject to an automatic renewal feature unless you cancel auto-shipments by logging into your account and cancelling prior to 6:00 p.m. EST 3 business days prior to a product shipment date. Spero Goods will send you reminders of your upcoming subscription deliveries a week before your Ship Date and then again the day before your Ship Date. By subscribing to a Subscription Service, you authorize Spero Goods to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Spero Goods does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that Spero Goods may either terminate or suspend the Subscription Services and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
Third Party Provider.
Spero Goods reserves the right at any time after receipt of your order to accept or decline your order for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Spero Goods upon our delivery of the products that you have ordered.
Spero Goods accepts returns in the case of damaged, delayed, incorrect, or unwanted items. To request a return, please contact firstname.lastname@example.org.
If you are not completely satisfied with the quality of any product that is delivered in connection with the Service, you may request a refund. The request will be reviewed by Spero Goods and, at our sole discretion, a determination of request validity will be made. Accepted requests will be refunded to the same credit card or payment account used to make your purchase.
User Content Generally.
Certain features of the Service may permit users to post messages, reviews, photos, video, data, text, and other types of works (collectively called, “User Content”) and to publish User Content on the Service. You retain ownership of copyright and any other proprietary rights you hold in the User Content that you post to the Service.
License Grant to Spero Goods.
By posting User Content, you grant Spero Goods a worldwide, non-exclusive, royalty-free, transferable right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Any such use of your User Content by Spero Goods may be without any compensation paid to you.
User Content Representations and Warranties.
You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:
You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Spero Goods to use and distribute, your User Content as necessary to exercise the licenses granted by you.
Your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right or any other intellectual property or proprietary right; or (ii) slander, defame, libel, or violate the right of privacy, publicity or other property rights of any other person.
User Content Disclaimer.
We are under no obligation to edit or control User Content that you and other users post or publish, and will not be in any way responsible or liable for User Content. However, Spero Goods may at any time, and without prior notice, remove any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent or objectionable.
Digital Millennium Copyright Act.
It is Spero Goods’s policy to terminate membership privileges of any user who repeatedly engages in copyright infringement upon prompt notification to us by the copyright owner or the copyright owner’s legal agent. If you are a copyright owner or an agent thereof, and believe that any content on the Site infringes your copyrights, you may contact our Designated Agent at the following address:
Attn: General Counsel
15 Lincoln St, # 322
Wakefield, MA 01880
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information in writing (see 17 U.S.C § 512(c)(3) or consult your own legal counsel to confirm these requirements): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of the material that you claim is infringing and where it is located on the Service; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
PLEASE NOTE THAT UNDER SECTION 512(F) OF THE DMCA, ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING MAY BE SUBJECT TO LIABILITY.
If the content you submitted to the Site is removed and you wish to contest such removal, please send to our Designated Copyright Agent (indicated above) a written notice that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements): (i) your physical or electronic signature; (ii) 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; (iii) a statement under penalty of perjury that you have 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; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Spero Goods may be found, and that you will accept service of process from the person who provided notification under Section 512(c)(1)(C) or an agent of such person.
PLEASE NOTE THAT UNDER SECTION 512(F) OF THE DMCA, ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.
BY USING THE SERVICE YOU AGREE NOT TO:
- use the Service for any illegal purpose, or in violation of any local, state, national, or international law;
- violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property rights;
- post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
- interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of the Service or any part thereof except to the extent that such activity is expressly permitted by applicable law;
- interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; (ii) making unsolicited offers or advertisements to other users of the Service; or (iii) attempting to collect, personal information about users or third parties without their consent;
- perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing the Service accounts of others without permission, or falsifying your age or date of birth; or
- sell or otherwise transfer the access granted herein or any Materials (as defined in Section 12 below).
Third Party Services and Linked Websites.
Spero Goods may, now or in the future, provide tools through the Service that enable you to export information, including User Content, from the Service to third party services, including through features that allow you to link your account on Spero Goods with an account on the third party service, such as Twitter or Facebook or through our implementation of third party buttons (such as “like” or “share” buttons). By using these tools, you agree that we may transfer such information to the applicable third party service. Such third party services are not under our control, and we are not responsible for their use of your exported information. The Service may also contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content.
Termination of Use; Discontinuation and Modification of the Service.
The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use any portion of the Service and for so long as you have an account on the Service, unless terminated earlier in accordance with the Terms. If you violate these Terms, your permission to use the Service will automatically terminate. Additionally, Spero Goods, in its sole discretion, may terminate your user account on the Service or suspend or terminate your access to the Service at any time, with or without notice. You understand that any termination of your account or your access to the Service may involve deletion of your User Content associated therewith from our live databases. In the event that we terminate your access to the Service, we shall, in our sole discretion, either fulfill any orders for which you have already paid or refund you the relevant amounts paid. We also reserve the right to modify the Service at any time without notice to you. We will have no liability whatsoever on account of any change to the Service and other than as specified under this Section 9, we will have no liability as a result of any suspension or termination of your access to or use of the Service. You may terminate your account at any time by contacting customer service at email@example.com. If you terminate your account, you will remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination.
Your use of the Service is subject to any additional terms, rules, or guidelines applicable to the Service or certain features of the Service that we may post and you may accept (the “Additional Terms”), such as end user license agreements for our downloadable applications, if any, subject to Section 11 below. All such Additional Terms are hereby incorporated by reference into, and made a part of, the Terms.
By signing up for our Service, you are expressly consenting to receive text messages to any mobile number you provide. You agree we may send you such text messages using any technology, including, without limitation, automatic telephone dialing systems, to remind you about upcoming orders and for other customer support, Account or Service-related purposes. You also agree that we may send you text messages to advise you about our offers, products, services, and/or programs, provided that we will seek your affirmative consent before sending you marketing or advertising-related text messages using an automatic telephone dialing system. Text messages will only be sent to the mobile phone number you supply. In some instances, you may have the opportunity to reply to a message, which may result in additional response messages. Your consent to receive marketing or advertising messages via an automatic telephone dialing system is not a condition of purchase. Message and data rates may apply. We do not charge a fee for our text message programs and assume no responsibility for charges by your carrier that you may incur when you sign up to receive text messages from us. You may opt out of a text message program at any time by texting STOP to the applicable short code, or as otherwise stated in the specific terms and conditions for the applicable text message program. You may receive a final confirmation message to confirm that you will no longer receive text messages from the applicable text message program unless you opt back into such program. If you unsubscribe from a text message program, you may continue to receive text messages through any other text message programs you have joined until you separately unsubscribe from those programs. You acknowledge that our program platforms may not recognize and respond to unsubscribe requests that do not include the STOP keyword command and agree that Spero Goods and its service providers will have no liability for failing to honor such requests. Some of our text messaging services have additional terms and conditions that will apply in addition to the description herein.
Changes to the Terms.
We reserve the right, at our discretion, to change the Terms on a going forward basis at any time. When changes are made, we will make a new copy of the Terms available on the Site and will update the “Last Updated” date at the top of the Terms. In the event that a change to the Terms materially modifies your rights or obligations and you have registered for an account will us, Spero Goods will notify you via email of the new Terms. Any changes to the Terms will be effective immediately for new users and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material modifications will be effective for users who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes. We may require you to provide consent to the updated Terms in a specified manner before further use of the Site or Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Site and Service.
OTHERWISE, YOUR CONTINUED USE OF THE SITE OR SERVICE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGE(S). Please check the Terms regularly for changes.
Ownership; Proprietary Rights.
The Service is owned and operated by Spero Goods. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Spero Goods (the “Materials”) are protected by all relevant intellectual property and proprietary rights and applicable laws. Except for any User Content, all Materials contained in the Service are the property of Spero Goods or our third-party licensors. Subject to these Terms, Spero Goods grants you a limited license to reproduce portions of the Materials for the sole purpose of using the Service for your personal or internal business purposes. Except for this limited license, nothing herein shall be interpreted to grant you any right or license under any intellectual property rights of Spero Goods or any of its affiliates or partners.
You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless Spero Goods and its officers, directors, employees, consultants, partners, licensors, affiliates, subsidiaries and agents (collectively, the “Spero Goods Entities”) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with: (i) your misuse of the Service; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You agree that the provisions in this section will survive any termination of your account, the Terms or your access to the Service.
Disclaimer of Warranties.
Spero Goods cannot and does not represent or warrant that the Service or its server will be error-free, uninterrupted, free from unauthorized access (including third-party hackers or denial of service attacks), or otherwise meet your requirements.
THE SERVICE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES, AND USER CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (COLLECTIVELY, THE "SITE CONTENTS") ARE PROVIDED BY Spero Goods ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. Spero Goods MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE, THE ACCURACY OR COMPLETENESS OF THE SITE CONTENTS, OR THAT EMAILS SENT FROM Spero Goods ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMITTED BY LAW, Spero Goods DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE AND THE SITE CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
CERTAIN PROVIDERS OF PRODUCTS MAY SEPARATELY PROVIDE LIMITED REPRESENTATIONS AND/OR WARRANTIES REGARDING THEIR PRODUCTS. THIS DISCLAIMER DOES NOT APPLY TO SUCH PRODUCT WARRANTIES.
SPERO GOODS DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON OUR SERVICE IS ACCURATE OR COMPLETE SINCE THIS INFORMATION IS PROVIDED BY THE PRODUCT MANUFACTURERS OR SUPPLIERS AND ON OCCASION MANUFACTURERS MAY MODIFY THEIR PRODUCTS AND UPDATE THEIR LABELS. WE RECOMMEND THAT YOU DO NOT RELY SOLELY ON THE INFORMATION PRESENTED ON OUR SERVICE AND THAT YOU CONSULT THE PRODUCT’S LABEL OR CONTACT THE MANUFACTURER DIRECTLY IF YOU HAVE A SPECIFIC DIETARY CONCERN OR QUESTION ABOUT A PRODUCT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
SECTIONS 14(a) AND 14(b), DO NOT AFFECT IN ANY WAY OUR RETURN OR REFUND POLICIES FOR GOODS PURCHASED VIA THE SERVICE. IF FOR ANY REASON YOU ARE NOT SATISFIED WITH A PURCHASE YOU MAKE VIA THE SERVICE, PLEASE RETURN IN IN ACCORDANCE WITH OUR RETURN AND REFUND POLICIES DESCRIBED IN SECTION 4(g).
Limitation of Liability.
IN NO EVENT WILL THE SPERO GOODS ENTITIES BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE SPERO GOODS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE AND AGREE THAT THE AGGREGATE LIABILITY OF THE SPERO GOODS ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICE OR ANY OTHER INTERACTIONS WITH SPERO GOODS IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO SPERO GOODS FOR ACCESS TO AND USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR (ii) $100.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN. THE FOREGOING PARAGRAPH SHALL NOT APPLY TO RESIDENTS OF NEW JERSEY. WITH RESPECT TO RESIDENTS OF NEW JERSEY, THE SPERO GOODS ENTITIES SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, OR ANY MATERIALS THEREIN UNLESS SUCH DAMAGES OR INJURIES ARE THE RESULT OF SPERO GOODS NEGLIGENT, FRAUDULENT OR RECKLESS ACTS OR INTENTIONAL MISCONDUCT.EACH PROVISION OF THESE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN YOU AND SPERO GOODS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SPERO GOODS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S).
IF YOU ARE DISSATISFIED WITH THE PRODUCTS DELIVERED THROUGH THE DELIVERY SERVICE, YOUR SOLE RECOURSES ARE OUR RETURN AND REFUND POLICIES, WHICH ARE SET FORTH IN SECTION 4(g) ABOVE, AND ANY WARRANTY OFFERED BY THE RELEVANT MANUFACTURER.
THESE TERMS AND ANY ACTION RELATED TO THESE TERMS SHALL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
To the extent that any lawsuit or court proceeding is permitted hereunder, you and Spero Goods agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating all such disputes.
The Terms, together with any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Spero Goods regarding your use of and access to the Service. You may not assign or transfer the Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. We will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to Sections 2, 4, 5 and 9 through 24.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with us and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement.
You agree that any dispute or claim relating in any way to these Terms, your access to or use of the Service, any products sold or distributed through the Service, Spero Goods advertising, communications you receive from Spero Goods, or any aspect of your consumer relationship with Spero Goods, will be resolved by binding arbitration, rather than in court, except that (1) you and we may assert claims in small claims court if your claims qualify; and (2) you or Spero Goods may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all covered claims that arose or were asserted before the effective date of these Terms or any prior version of these Terms.
Arbitration Rules and Forum.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us at the following address: 15 Lincoln St. STE 322, Wakefield, MA 01880. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, we will pay them for you. In addition, Spero Goods will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator.
The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Spero Goods. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial.
YOU AND SPERO GOODS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
You and Spero Goods are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other claims shall be arbitrated.
Except as provided in subsection 18(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement.
This Arbitration Agreement will survive the termination of your relationship with Spero Goods.
Notwithstanding any provision in this Agreement to the contrary, we agree that if Spero Goods makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Spero Goods at the following address: 15 Lincoln St. STE 322, Wakefield, MA 01880
The communications between you and Spero Goods use electronic means, whether you visit the Site or send us e-mails, or whether we post notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Spero Goods in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Spero Goods provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Where we require that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Spero Goods at the following address: 15 Lincoln St Ste 322, Wakefield, MA 01880. Such notice shall be deemed given when received by us by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
If you have any questions, complaints, or claims regarding Spero Goods, the Service, or the Terms please contact us at firstname.lastname@example.org.