Spent

1. ACCEPTANCE OF TERMS. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. BY USING THIS SITE, YOU (“You” or the “User”) SIGNIFY YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THIS SITE. SPENT, INC. MAY MODIFY THESE TERMS AND CONDITIONS AT ANY TIME.

2. Use of this Website.

2.1. You agree not to use this Website for any illegal, unlawful or fraudulent purpose;
2.2. You agree not to upload large files or data content;
2.3. You agree not to attempt to defeat or bypass any encryption technology or security measures used on this website;
2.4. You agree not to attempt to collect non-published data, personal or other information about or provided by other users of this site; and
2.5. You agree not to upload or post to this website any content;
2.5.1. that infringes upon any other person’s intellectual property or publicity rights;
2.5.2. that is misleading, inaccurate, illegal, fraudulent, obscene, profane, threatening, harassing, defamatory, hateful, or racially objectionable;
2.5.3. that contains any virus or other computer code, files or programs designed to damage, harm, interfere with or intercept any computer, data or personal information; or
2.5.4. that includes personal information about another person without that person’s written consent.

3. Modification of Terms and Conditions. The Terms and Conditions may be modified by Spent at any time, by posting such modified Terms and Conditions on this site, along with a new revised date at the bottom of the Terms and Conditions page. The new or modified Terms and Conditions shall be effective upon the date posted to this site. It is the User’s responsibility to review these Terms and Conditions periodically. Your continued use of the site after the date of any modification shall constitute your unconditional acceptance of those additional or modified terms or conditions.

4. Changes to Website, Refusal or Termination of Service. Spent may change, modify, suspend or discontinue all or any this website, in its sole discretion, at any time. Spent may restrict, cancel or terminate your or any User’s access to any portion of or the entire site, in its sole discretion, at any time, with or without notice. If You are a registered User of this site, Spent may withdraw or cancel your user status and account at any time, with or without notice and with or without cause. You agree that Spent shall not be liable to You or any third party for termination or restriction of your access to this website.

5. Your Submissions to Us. Any questions, answers, comments, submissions, suggestions, photos, videos, or other materials transmitted, posted, or uploaded by You to this website or submitted by You to us via fax, mail, or otherwise (collectively, “Your Submissions”) will be treated as non-confidential and nonproprietary. It is solely your responsibility to insure that You have the right to upload any images or videos, and that such videos or images are not copyrighted or owned by another. Spent will assume no obligation, responsibility, or liability for the dissemination, publishing, use, posting or refusal to post your Submissions. Our receipt of Your Submissions may not be used to establish novelty, priority, or originality. Our receipt of your Submissions shall not impair our right to contest existing or future intellectual property rights relating to similar information or the use of or modification of Your Submissions. You hereby grant us a perpetual, non-exclusive, royalty-free, irrevocable right and license to reproduce, publish, distribute, transmit, adapt, modify, translate, display, sell, sublicense, publicly perform, prepare derivative works based upon, and otherwise use Your Submissions throughout the world in any and all online or other media. By making a submission, You warrant and represent that: (I) You have the authority and right to make the representations and grants provided herein without the permission or consent of any other party; (II) all Submissions by You are accurate, do not slander any other party, do not violate anyone’s copyright or other such rights, and do not and will not infringe on or violate any other rights of any other person or entity; and (III) You will not submit any content, image or video that is violent, abusive, inappropriate, offensive, insulting, pornographic, vulgar or indecent.

6. DISCLAIMER OF WARRANTIES. THE USER AGREES THAT THE USE OF THE SITE IS UNDERTAKEN AT THE USER’S OWN RISK. NO WARRANTIES ARE MADE BY SPENT, ITS SUBSIDIARIES, ITS AGENTS, OR ANY OF ITS EMPLOYEES OR OFFICERS THAT THE SITE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. NO WARRANTIES ARE MADE AS TO THE ACCURACY, COMPLETENESS OR CURRENCY OF THE INFORMATION ON THE SITE. THIS SITE, ITS CONTENT, AND ANY MERCHANDISE CONTAINED OR OFFERED FOR SALE ON THIS SITE ARE PRESENTED AND OFFERED “AS IS”. NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY SPENT, ITS AGENTS, AFFILIATES, EMPLOYEES OR OFFICERS. TO THE FULL EXTENT PERMISSIBLE BY FEDERAL, STATE AND LOCAL LAW, SPENT DISCLAIMS ALL WARRANTIES. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF THE ITEM. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL SPENT BE LIABLE TO YOU FOR ANY INDIRECT DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING IN ANY WAY FROM YOUR USE OF THIS SITE OR ANY PURCHASES OR COMMERCE CONDUCTED ON OR THROUGH THE SITE. FURTHER, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL SPENT OR ITS LICENSORS, TOGETHER WITH THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, BE LIABLE WITH RESPECT TO THE SITE, YOUR USE OR MISUSE OF THIS SITE, YOUR INABILITY TO USE THE SITE, OR THE INTERRUPTION, MODIFICATION, ALTERATION OR TERMINATION OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY SPENT OR ANY OTHER SUBJECT MATTER OF THESE TERMS AND CONDITIONS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY, FOR (I) ANY LOST OR CORRUPTED DATA, LOST PROFITS, LOSS OR DAMAGE TO ANY COMPUTER, MOBILE PHONE OR MOBILE DEVICE OR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE, (II) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. TO THE EXTENT ANY PURCHASES ARE MADE BY YOU ON OR THROUGH THE SITE, THE MAXIMUM OBLIGATION OF SPENT AS TO SUCH PURCHASES IS TO REPAIR OR REPLACE ANY PURCHASES FAILING TO CONFORM AS PROMISED. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SPENT’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE WITH RESPECT TO THIS WEBSITE, THE CONTENT, OR THESE TERMS AND CONDITIONS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

8. Age Confirmation. By using this website, You represent that You are at least 13 years old. If You are older than 13 but younger than 18 years old, You must get permission from a parent or guardian to use this site and/or open a User account. Use of this website by any person under 13 years old is strictly prohibited.

9. Jurisdiction / Choice of Law/ADR. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of law provisions. The User hereby submits, through use of the site, to the exclusive jurisdiction of the courts of the State of Delaware and of any United States courts located within the State of Delaware for purposes of any and all litigation arising out of the use of this Web site, or the purchase of any goods made through this Web site. The User waives any objections to the forum of the State of Delaware for lack of venue, forum non conveniens, or any other jurisdictional ground. A printed version of these Terms and Conditions will be admissible in judicial and administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any controversy or claim relating to this website, the content, or these Terms and Conditions not otherwise resolved between You and Spent will be settled solely by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), administered in accordance with the AAA’s Supplementary Procedures for Consumer-Related Disputes. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in the State of Delaware, and judgment on the arbitration award may be entered into any court having jurisdiction of it.

10. Indemnity. You agree to defend, indemnify and hold harmless Spent and its affiliates, successors, assigns, employees, agents, and officers, from and against any and all claims, actions, proceedings, damages, liabilities, losses and expenses (including reasonable attorneys’ fees and costs), arising out of 1.) your use of the site; 2.) any content You post or submit to or through the site; 3.) your breach of this Agreement; 4.) your violation or of any federal, state or local law or regulation; 5.) your injury to or violation of the rights of any other party by your postings or use of the site, including, without limitation, slander, defamation, or the infringement of any intellectual property rights; or 6.) your use or disclosure of another person’s or entity’s proprietary, personal, financial or credit information.

11. Copyright, Trademark policy. © Spent, Inc., “2012”. All materials set forth in all forms and on all pages of this website and all design, text, graphics information, code and all other materials are copyrighted by Spent. All such rights granted under U.S. and international copyright laws are reserved. You may retain the material for as long as is necessary to view the contents, but no longer. You are not authorized to store in permanent form, copy, distribute, modify, display, or create derivative works of any copyrighted material without first obtaining the permission of the owner in writing.

12. Notice of Claims for Copyright Infringement; Copyright Policy. If You believe that your work has been copied in a way that constitutes copyright infringement, please submit notice in writing, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)), to Spent’s Agent, listed below, with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) identification of the copyrighted work that is alleged to have been infringed upon or, if more than one, a representative list; (c) identification of the material which needs to be removed or altered and a sufficiently detailed description of the location of the protected material on the site; (d) your address, telephone number, and email address; (e) a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and that You have the authority to make such a statement; (f) a statement by You, made under penalty of perjury, that the above information in your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf. Our Copyright Agent can be reached by email at: copyright@shopwithspent.com.

13. Force Majeure. Spent shall not be held responsible or liable for any damage, delay, loss of use, loss of service, loss of information, accidental disclosure of information, or any other similar or dissimilar event as a result of an Event of Force Majeure, act of god, act of sabotage, hacking, or computer data theft by third parties. An Event of Force Majeure shall include without limitation acts of God (including flood, fire, earthquake or other similar event), riots, war, strikes, lock-outs or other industrial disputes, epidemics, failure of telecommunication systems, failure of the world wide web, governmental restraints and act(s) of legislature or any cause (other than lack of funds) outside the reasonable control of Spent. We shall not have any liability to You in respect of the termination of the Terms as a result of an Event of Force Majeure.

14. Limited License to Use This Site. Spent grants You a limited, non-exclusive, revocable license to access and use this website for your personal use, subject to these Terms and Conditions. You may not (i) remove any trademarks or copyright notices contained in or on or in conjunction with any data, material or page provided on this Site, (ii) modify, publish, distribute, adapt, create derivative works of, or in any way commercially exploit any material or content provided on this site without Spent’s prior written permission. The license granted is terminable or subject to further restriction by Spent at any time.

15. Linking to This Website. You are permitted to link to this site, subject to the following: You are hereby granted a limited, non-exclusive, revocable license to create links or hyperlinks to this website, provided (a) the links link directly to the home page of this website; (b) the link(s) only use or incorporate text, and do not incorporate any trademarked images or logos; (c) the links and any related content do not give the impression of an affiliation with or endorsement of Spent; (d) the links or related content do not portray Spent in a derogatory, false or misleading manner; and (e) your site is not used for any illegal or fraudulent purpose or in any way related to or concerning content inappropriate, abusive or offensive to any class of people, including but not limited to children. Any linking to or framing of this site or any portion of this site other than as stated above is strictly prohibited, unless otherwise agreed by Spent in writing.

16. Links to Other Websites. Unless otherwise noted, Spent is not endorsing any of the linked sites contained in this website, nor guaranteeing the accuracy, safety or content of the link or associated website. Unless otherwise noted, the links are provided for convenience only. By clicking on any link on this website, You may be leaving this website. If for any reason, we have linked to your website or created a frame or similar connection with content from your website and You do not wish to have Spent provide such link or information, please notify us immediately and such link or connection shall be removed. By using this site You agree that You may not claim an improper action, connection or linking on our part unless and until You provide notice and a reasonable opportunity for us to remove such link.

17. Advertisements, Promotions and Banners. Spent reserves the right to sell or post advertisements, promotions or banners, and similar paid or non paid items on the site. Unless specifically stated in writing by Spent, Spent is not endorsing or affiliated in any way with any such advertisers or third parties. Any linking, business dealings or interacting You have with any advertisers or other third parties by or through this site are solely between You and the advertiser or third party. This includes, but is not limited to any disputes or issues that arise between You and the advertiser or third party or issues relating to the content on the websites of such advertisers or third parties. Spent disclaims all responsibility for or liability from or in connection with the conduct or dealings between You and such advertisers or third parties.

18. Communication by Email. When You register on the site or send emails to us, You are electronically communicating with us. You hereby consent to receive electronic communications back from us. We generally communicate with our users through notices or online communications or by email. By registering and/or communicating with us You consent to and agree that email or other communications sent from us to You electronically shall satisfy any legal requirement that communications be in writing and that there is a regular business relationship between us. You may limit the use of email communications by opting out of certain notices in your personal preferences.

19. Severability. In the event any provision contained in these Terms and Conditions or otherwise on the site is declared by any court of law or other competent authority to be void, voidable, illegal or otherwise unenforceable, such void, voidable, illegal or unenforceable term shall not affect the remainder of the Terms and Conditions. The affected term or provision may be modified by such court of law or other trier of fact to the extent necessary to make such term or provision enforceable, and to the extent possible to meet the original intent evidenced by the term or provision.

20. Entire Agreement. These Terms and Conditions together with any documents expressly referred to in them, contain the entire agreement between us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral between us in relation to such matters.

Last Modification: These Terms of Use were last modified on February 15, 2012.