Terms & Conditions

Please read these terms and conditions ("Terms", "Terms and Conditions") carefully before downloading or using the Pricing Intelligence Business-to-Business application (the "Application") provided by Spresso, LLC, a Delaware limited liability company ("Spresso" or "us", "we", or "our"). These Terms are a binding legal agreement between you and any entity you represent (collectively "you" or "your" or "yourself"), and Spresso.

1. License

1.1 Subject to your compliance with these Terms, we grant you a personal, revocable (at Spresso's sole discretion) limited, non-exclusive, non-transferable (and non-sublicensable), license to download, install, and use the Application solely for your internal business purposes.

1.2 You may not sublicense, transfer, or assign the license granted herein or redistribute the Application in any way to any other person or party.

1.3 Except for the limited license rights expressly provided above, you obtain no other rights (express or implied) in or to the Application or any intellectual property held by us or our licensors.

2. Use of Application

2.1 By accessing or using the Application you agree to be bound by these Terms – without limitation or qualification. If you do not agree, you must not access or use the Application. And by agreeing to these Terms, you represent and warrant that you have read these Terms, you have understood these Terms, and you have the legal capacity and authority to bind you and any entity that you may represent to these Terms.

2.2 We also reserve the right, at our sole discretion, to modify these Terms at any time. You are responsible for checking these Terms for modifications. Your continued use of the Application after we post any modification means that you agreed to these Terms as modified. In certain instances, we may notify you of modifications to these Terms by, for example, revising the modification date or sending you an email to an address associated with an account you may have with us. Your continued use of the Application after we provide or send any notification to you means that you agreed to the Terms as modified. If you do not agree to any such changes that have been posted or that you have been notified of, you must cease your access and use of the Application immediately.

2.3 You agree that we may monitor your use of the Application at any time and at our sole discretion and that you have no expectation of privacy in using the Application.

2.4 To use the Application, you will be required to create an account and provide necessary information to identify your entity as well as billing and payment authorizations. You are responsible for maintaining the security of your account and password and for any activities that occur under your account.

2.5 You agree to authorize us to debit your ACH account or charge the credit card associated with your account for the fees due and payable to Spresso at the end of each month for your use of or access to the Application pursuant to the Spresso Application Pricing Schedule.

2.6 You agree not to:

• Use the Application in any manner that could impair, damage, disable, or overburden our servers or networks.
• Use the Application to transmit any viruses, worms, defects, Trojan horses, or other harmful items.
• Use the Application to violate any laws, regulations, or third-party rights.

3. Intellectual Property

3.1 The Application and its content, features, and functionality are and will remain the exclusive property of Spresso and its licensors.

3.2 You may not modify, adapt, translate, reverse engineer, decompile, or disassemble the Application or create derivative works based on the Application.

4. Privacy

4.1 We are committed to protecting your privacy. Our Privacy Policy governs our collection, use, and disclosure of any personal information. By accessing or using the Application, you consent to our collection and use of any of your personal information in accordance with these Terms and our Privacy Policy, which can be found here at www.spresso.ai/privacy-policy.

5. Disclaimer of Warranty

5.1 To the maximum extent possible under applicable law, the Application is provided "AS-IS, AS AVAILABLE, WITH ALL FAULTS, and without any warranty of any kind – express, implied, statutory or otherwise – including, but not limited to, any warranty of merchantability, of fitness for a particular purpose, of title, of accuracy, or of non-infringement.

5.2 We do not warrant that the Application will be uninterrupted or error-free, nor do we make any warranty as to the results that may be obtained from the use of the Application.

5.3 Some jurisdictions do not allow the exclusion of implied warranties or other disclaimers of warranty. To the extent such laws apply to you, the provided exclusion of implied warranties or other disclaimer of warranty in the Terms will not apply solely to the extent prohibited by applicable law.

6. Limitation of Liability

6.1 Nothing in these Terms, including this Limitation of Liability section, limits or excludes (or will be construed or interpreted to exclude or limit) any liability that cannot be so limited or excluded under applicable law.

6.2 In no case will we (including Spresso's officers, agents, directors, affiliates, suppliers, dealers, distributors, contractors, employees, and licensors) be liable to you for—whether arising out of breach of contract, warranty, tort (negligence of any kind or degree), products or strict liability, or any other form of action—any indirect, incidental, punitive, special, or consequential damages arising from your access or use of the Application, even if Spresso knew, should have known, or had been advised of the possibility of such damages.

6.3 In no event will Spresso's total liability to you—under any theory of any kind, including but not limited to breach of contract, warranty, tort (negligence of any kind or degree), strict liability, personal injury, property damage, loss of life or any other damages or bases—based on your use or access of the Application exceed:

(i) all monies you have paid to us in the previous 6 (six) months for use of or access to the Application, or

(ii) if you have paid no monies to us in the previous 6 (six) months for use of or access to the Application, ten U.S. dollars ($10.00).

6.4 Limitation of Liability: Some jurisdictions do not allow certain limitations on liability. For example, some jurisdictions do not allow for limitations on liability for personal injury caused solely by gross negligence or willful misconduct. To the extent such laws apply to you, the provided limitations of liability in these Terms will not apply solely to the extent prohibited by applicable law.

6.5 This Section 6 will survive and be given full effect even if it does not fully compensate you for your losses, fails for its essential purpose, or is otherwise deemed unenforceable.

7. Indemnity.

7.1 You agree, to the maximum extent permitted by applicable law, to indemnify and hold harmless us (including Spresso's officers, agents, directors, affiliates, suppliers, dealers, distributors, contractors, employees, and licensors) against any claims, losses, liabilities, damages, costs, and expenses (including our reasonable attorneys' fees and costs) for any third-party claims—whether arising out of breach of contract, warranty, tort (negligence of any kind or degree), products or strict liability, or any other form of action—arising out of or based on your access to or use of the Application or your breach of these Terms.

7.2 The above Section 7.1 will not be interpreted or construed to require any indemnification by you that would make Section 7.1, in whole or in part, void and/or unenforceable under applicable law. And your indemnification obligation will not apply to any willful or reckless misconduct or gross negligence by us in those states or jurisdictions that do not permit indemnification for willful or reckless misconduct or gross negligence.

8. Third Party Data Collection

By agreeing to these Terms, you agree that Spresso may use services provided by third parties that collect and process your data, including possible personal identifiable information, and use such information as we would in accordance with our privacy policies.

9. App Stores; Marketplaces

9.1 Accessing or downloading the Application may require you to connect to an “App Store” or a marketplace which is a specific type of third-party service. These App Stores and marketplaces are independent from us. Any terms and conditions that you agree to in order to access or use the App Store or marketplace are between you and the App Store's or marketplace's provider.

9.2 We do not warrant or make any representations regarding these App Stores or marketplaces, and Spresso is not liable to you in any way for your access or use of any App Store or marketplace.

9.3 By agreeing to these Terms, you represent and warrant that you are complying with any terms and conditions you agreed to in relation to an App Store or marketplace.

10. Termination

10.1 These Terms will remain in effect when you access and use the Application.

10.2 Without limiting any rights Spresso may have elsewhere in these Terms, you agree that Spresso may, at any time, terminate (i) your access or rights to use the Application, and (ii) terminate these Terms, if Spresso believes, in good faith, that you have violated these Terms.

Sections 2.3, and 3 to 11 will survive expiration or termination of these Terms.

11. Governing Law; Waiver of Jury Trial; and Jurisdiction

11.1 These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

11.2 You agree, and Spresso agrees, to waive any right to a jury trial

11.3 You agree, and Spresso agrees, that all such disputes and claims that are before a court will be exclusively brought in the state or federal courts located in the State of New York, City of New York and Borough of Manhattan, with you and us agreeing to the personal jurisdiction of such state and federal courts and to waive any claims regarding the lack of convenience of such courts.

12. General; Miscellaneous

12.1 These Terms, which incorporate our Privacy Policy, constitute the entire agreement between you and us in relation to the Application, and – except for a separate written agreement between you and us – these Terms superseded and prior agreement between you and us regarding the Application, including prior versions of these Terms.

12.2 Our failure to enforce, or any delay in our enforcing, any provision of these Terms will not be deemed a waiver of our rights to enforce them.

12.3 In the event you breach or threaten to breach these Terms, Spresso shall have available to it all its rights and remedies at law and in equity, including the right to seek injunctive relief. You agree that money damages for a breach or threatened breach of these Terms by you would be inadequate, and you agree that Spresso may, without limiting any other potential remedies, pursue equitable relief (e.g., an injunction) without having to prove actual damages or the inadequacy of other potential remedies.

12.4 If any provision of these Terms is found to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Terms, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. In such cases, you agree that we may substitute for each invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the objectives and intentions of the invalid or unenforceable provision.

13. Contact Us

13.1 If you have any questions about these Terms, please contact us at info@spresso.ai

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