Terms & Conditions

TERMS AND CONDITIONS BELOW APPLY TO ALL CUSTOMERS OF SPOONFED LOCATED OUTSIDE OF THE USA (Click here for USA customer Terms and Conditions)

These Terms of Service (as amended from time to time) constitute a legally binding agreement that governs your access to and use of any of Aptus’ services including the Spoonfed on-line software as a service (the “Software”) and our website (app.getspoonfed.com) (the “Site”) (together the “Services”). These Terms of Service were last updated on 16 February 2016. By using the Services, you indicate that you have read, understood and accept these Terms of Service and that you agree to abide by them. Our Privacy Policy is a material part of these Terms of Service and is incorporated into these terms by reference. Our Privacy Policy can be found here. If you do not agree to these Terms of Service, please refrain from using the Services.

In these Terms of Service, the term “you” refers to you the customer and the terms “Aptus”, “we”, “us” and “our” refer to Aptus Systems Limited, a company registered in Scotland under company number SC382380 with our registered office at 27 Stafford Street, Edinburgh, EH3 7BJ. Our VAT number is 117910523.

 

1.             FREE TRIAL OF THE SOFTWARE

1.1           By registering on our Site, you may access and use the Software in accordance with the Software Licence terms set out in clause 3.2, free-of-charge for 30 days to enable you to evaluate the Software (the “Evaluation Licence”).  YOU ACKNOWLEDGE AND AGREE THAT THE EVALUATION LICENCE IS LIMITED TO A 30 DAY PERIOD AND UNLESS YOU NOTIFY US BY EMAIL ON SUPPORT@GETSPOONFED.CO.UK BEFORE THE END OF THE 30 DAY PERIOD THAT YOU DO NOT WISH TO TAKE ON THE SOFTWARE LICENCE, YOUR EVALUATION LICENCE WILL AUTOMATICALLY BECOME A SOFTWARE LICENCE AND THE APPLICABLE LICENCE FEES WILL BE DEBITED FROM YOUR PAYMENT CARD OR BANK ACCOUNT AFTER THE END OF THE EVALUATION LICENCE IN ACCORDANCE WITH CLAUSE 3.3.  YOUR RIGHT TO TERMINATE THE SOFTWARE LICENCE ARE SET OUT IN CLAUSE 11.1.

1.2           You acknowledge and agree that as the Evaluation Licence is free-of-charge, we shall have no liability to you of any kind (except for death and personal injury caused by negligence or any other liability which by law cannot be limited or excluded) under the Evaluation Licence. We give no warranty of any kind respecting the Software under the Evaluation Licence. YOU FURTHER AGREE THAT AS THE SOFTWARE CONSISTS OF OUR VALUABLE INTELLECTUAL PROPERTY RIGHTS, YOU AGREE TO BE BOUND BY CLAUSES 3.2 (LICENCE), 6 (IPR), 7 (RULE OF USE), 10 (TERMINATION), 12 (SEVERABILITY), 13 (WAIVER), 14 (ASSIGNATION), 15 (ENTIRE AGREEMENT) AND 16 (GOVERNING LAW) OF THESE TERMS OF SERVICE.

 

2.             REGISTRATION TO USE THE SOFTWARE

2.1           In order to use the Software, you are required to register with us by completing the on-line registration form and provide us with your name, business name, address, phone number, email address and location.  You shall provide us with correct information and you shall update your information as and when it changes. The information you provide to us when registering for the Services will be held and used by us in accordance with our Privacy Policy.

2.2           Once we have received and processed your on-line registration form we shall enable your user name and password to permit you to access and use the Software in accordance with the Evaluation Licence in clause 1.1. On expiry of the 30 day free of charge Evaluation Licence you shall at our request provide us with your payment card details for the payment of Licence Fees to enable you to migrate to a Software Licence in clause 3. Failure to provide your payment card details will result in the withdrawal of your access to the Services.

 

3.             SOFTWARE LICENCE

3.1           In consideration of you agreeing to abide by these Terms of Service and paying the applicable Licence Fees to us, we hereby grant to you a limited, non-executive, non-transferable, revocable licence to access and use the Software using a web-browser or mobile device solely for your private or internal business purposes (“Software Licence”).

3.2           Except as expressly set out in these Terms of Service or as permitted by applicable law, you undertake: (i) not to copy the Software except where such copying is incidental to the normal use of the Software; (ii) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software; (iii) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; (iv) not to dissemble, de-compile, reverse engineer or create derivate works based on the whole or any part of the Software nor attempt to do any such things; (v) to supervise and control the use of the Software and ensure that, where applicable, the Software is used by your staff in accordance with the terms of these Terms of Service; and (vi) not to make the Software available, in whole or in part to any person other than your staff (where applicable) without the prior written consent of Aptus.

3.3           The various different licence fees for the Software (the “Licence Fees”) are set out on the Site. YOU WILL BE INVOICED BY EMAIL AT THE END OF EACH MONTH FOR THE APPLICABLE LICENCE FEE. YOU HEREBY AUTHORISE US TO TAKE PAYMENT FROM YOUR PAYMENT CARD OR BANK ACCOUNT AFTER SEVEN (7) DAYS FOLLOWING THE DATE OF EACH INVOICE FOR THE LICENCE FEE.  All amounts and fees referred to in these Terms of Service shall be: (i) payable in pounds sterling for UK Customers and US dollars for customers outside the UK; (ii) non-cancellable and non-refundable; and (iii) exclusive of VAT which shall be added to the monthly invoices as required at the appropriate rate. For the avoidance of doubt all orders processed by you, including those subsequently cancelled, will be invoiced.

3.4           We reserve the right to increase the Licence Fees at any time upon providing you with 90 days’ prior written notice.

3.5           We reserve the right to up-date, further develop and/or enhance the Software as and when we see fit.

3.6           If you require support for your Software Licence, please contact us by email at support@getspoonfed.co.uk. Any support services provided by us shall be at our sole discretion.

 

4.             ACCESS TO THE SITE

Access to the Site is permitted on a temporary basis, and we reserve the right to amend the Site we provide without notice. If the need arises, we may suspend access to the Site and we will not be liable to you if for any reason the Site is unavailable at any time or for any period.

 

5.             CHANGES TO THESE TERMS OF SERVICE

We reserve the right to amend, vary or update these Terms of Service from time to time as we see fit. When we make material changes to these Terms of Service we will post a change notice on our Site. Our Terms of Service will always indicate the date they were last updated and this will change whenever we amend our Terms of Service. It is your responsibility to check the Terms of Service each time you access our Site to ensure that you have read and understood the most recent version of these Terms of Service. Your continued use of the Services after the new Terms of Service have been posted on our website shall be deemed an acceptance by you of the revised terms.

 

6.             PERSONAL INFORMATION & PRIVACY

Please read our Privacy Policy which forms part of these Terms of Service. Our Privacy Policy explains what personal information we collect and how we use and protect this personal information. Please click on the link to view our Privacy Policy.

 

7.             INTELLECTUAL PROPERTY RIGHTS

7.1           We are the owner or the licensee of all intellectual property rights in the Services including without limitation the Software, any and all technology, code, text, sound, graphics, pictures, video, content and material provided by or on behalf of us through the Services. The Services are protected by the copyright laws of the United Kingdom, international copyright treaties and all other applicable copyright and intellectual property laws. Aptus reserves all rights, including without limitation, all intellectual property rights, in connection with the Services.

7.2           Your use of the Software is governed by and limited to the terms and scope of the licence in clause 3. You acknowledge that you have no right to have access to the Software in source code form.

7.3           Subject to a limited right to print, store and/or download the web pages from our Site for your personal use only, you may not copy, republish, sell, license, modify, edit, distribute, transmit, display or create derivative works from or otherwise make unauthorised use of any part of the Site.

7.4           You may not remove, obscure or alter any copyright, patent or trade mark notices or other proprietary notices from any material on our Site.

 

8.             RULES OF USE

Your use and access to the Site in violation of any of the following rules is strictly prohibited and may result in the immediate termination of your access to the Site and/or Software and/or be in violation of civil and criminal law. YOU AGREE THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCES:

  • Infringe our Intellectual Property Rights: you shall not copy, modify or distribute any content from any of our Services (including without limitation our trade marks) except as specifically permitted by these Terms of Service.
  • Share your user name or password: you shall keep your user name and password confidential and not allow anyone else to access your account.
  • Use the Services for any illegal conduct: you shall not use the Services for any illegal conduct, in violation of any applicable law.
  • Reverse engineer, decompile or disassemble the source code: you shall not reverse engineer, decompile, disassemble or decipher the source code for the Software or any other software used to provide the Services.
  • Introduce viruses or attempt to gain unauthorised access to the Services: you must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Services, the server on which our Site is stored or any server, computer or database connected to our Site.
  • Create an account when your access to the Services has previously been terminated by us: if we have previously denied you access to the Services due to your breach of the Terms of Service, you are not permitted to register a new account with us.
  • Abuse the use of our support services: you shall not abuse or flood the support or help desk functions including by submitting false, trivial or repeated emails.

 

9.             LINKING TO OUR SITE

9.1           You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

9.2           You must not establish a link from any website that is not owned by you.

9.3           Our Site must not be framed on any other website, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice.

 

10.          LINKS FROM OUR SITE

Where our Site contains links to other websites and resources provided by third parties, these links are provided for your information only.  We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. 

11.          TERMINATION

11.1        We may terminate the Software Licence by providing you with one calendar month’s prior written notice.

11.2        You may terminate the Software Licence at any time by giving notice to support@getspoonfed.co.uk.  You will be charged  to the end of the month in which the termination was notified, in accordance with the terms of clause 3.3.

11.3        Your access to the Services (including the Evaluation Licence or Software Licence) may be terminated by us at any time without prior notice: (i) where we believe that you have not complied with any of these Terms of Service; or (ii) if you have become apparently insolvent, are unable to pay your debts or have committed an act of bankruptcy.

11.4        Upon termination for any reason: (i) all rights granted to you under the Evaluation Licence or Software Licence shall cease; and (ii) you must cease all activities authorised by these Terms of Service.

 

12.          DISCLAIMERS AND LIMITATION OF LIABILITY

12.1        You acknowledge that: (i) the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements; (ii) the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of these Terms of Service; (iii) your use of the Services will not be uninterrupted or error-free; and (iv) the use of the Services and the use of the internet is at your sole risk and Aptus cannot be responsible for any delays or other loss or damage resulting from the transfer of data over communication networks including the internet.

12.2        THE EXPRESS TERMS OF THESE TERMS OF SERVICE ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

12.3        Save for death or personal injury caused by our negligence or any other liability which by law cannot be limited or excluded, we shall have no liability of any kind to you in respect of the Software or the Site. In particular, we shall have no liability for any indirect, special, incidental or consequential loss or damage whatsoever including without limitation for loss of profits, contracts, data, goodwill, work stoppage and computer failure resulting from the use of or inability to use the Services.

12.4        IN THE EVENT THAT WE SHALL BE FOUND LIABLE TO YOU FOR ANY REASON OTHER THAN DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, THE SUM PAYABLE TO YOU IN RESPECT OF SUCH LIABILITY SHALL NOT EXCEED THE LICENCE FEES PAID BY YOU TO US IN THE YEAR OF THE CLAIM OR £100 WHICHEVER IS THE LESSER.

 

13.          SEVERABILITY

If any provision of these Terms of Service is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be interpreted in a manner consistent with applicable law to reflect, as closely as possible, the original intention of Aptus and the remainder of the provisions shall continue in full force and effect.

 

14.          WAIVER

No delay or failure by us in exercising or enforcing any of our rights or remedies under these Terms of Service will constitute a waiver of such right or remedy. A waiver of any provision of these Terms of Service shall only be valid if in writing and signed by Aptus.

 

15.          ASSIGNATION

We may assign or transfer these Terms of Service to any person or entity at any time without your consent. You may not assign or transfer any rights or obligations under these Term of Service.

 

16.          ENTIRE AGREEMENT

The Terms of Service (including the Privacy Policy incorporated into these Terms of Service by reference) constitute the entire agreement between you and us relating to your rights and obligations in the use of the Services.

 

17.          GOVERNING LAW

These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland. The Scottish courts will have exclusive jurisdiction over any claim arising from, or related to your use of the Services. You are responsible for compliance with any applicable laws of the country from which you are accessing the Services.

 

18.          CONTACT US

If you have any questions about these Terms of Service, please contact Aptus Systems Limited at our registered office address stated above or by email on    support@getspoonfed.co.uk.

 

THE TERMS AND CONDITIONS FOLLOWING APPLY TO ALL CUSTOMERS OF SPOONFED LOCATED IN THE UNITED STATES OF AMERICA ONLY

(Click here for rest of world customer Terms and Conditions)

These Terms of Service (as amended from time to time) constitute a legally binding agreement that governs your access to and use of any of Aptus’ services including the Spoonfed on-line software as a service (the “Software”) and our website (https://app.getspoonfed.com) (the “Site”) (together the “Services”). By using the Services, you indicate that you have read, understood and accept these Terms of Service and that you agree to abide by them.

Our Privacy Policy is a material part of these Terms of Service and is incorporated into these terms by reference. Our Privacy Policy can be found hereIf you do not agree to these Terms of Service, please refrain from using the Services.

In these Terms of Service, the term “you” refers to you the customer and the terms “Aptus”, “we”, “us” and “our” refer to Spoonfed, Inc., with an address at 200 South 10th Street, Suite 1600, Richmond, VA 23219.

1.         FREE TRIAL OF THE SOFTWARE

1.1        By registering on our Site, you may access and use the Software in accordance with the Software License terms set out in Section 3.2, free-of-charge for 30 days to enable you to evaluate the Software (the “Evaluation License”).  YOU ACKNOWLEDGE AND AGREE THAT THE EVALUATION LICENSE IS LIMITED TO A 30 DAY PERIOD AND UNLESS YOU NOTIFY US BY EMAIL ON SUPPORT@GETSPOONFED.CO.UK BEFORE THE END OF THE 30 DAY PERIOD THAT YOU DO NOT WISH TO TAKE ON THE SOFTWARE LICENSE, YOUR EVALUATION LICENSE WILL AUTOMATICALLY BECOME A SOFTWARE LICENSE AND THE APPLICABLE LICENSE FEES WILL BE DEBITED FROM YOUR PAYMENT CARD OR BANK ACCOUNT AFTER THE END OF THE EVALUATION LICENSE IN ACCORDANCE WITH SECTION 3.3.

1.2        You acknowledge and agree that other than the payment terms set forth in Section 3, all of the other terms of these Terms of Service shall apply to your use of the Evaluation Software, including without limitation: SECTION 3.2 (LICENSE), SECTION 7 (IPR), SECTION 8 (RULES OF USE), SECTION 11 (TERMINATION), SECTION 12 (SEVERABILITY), SECTION 13 (WAIVER), SECTION 15 (ASSIGNATION), SECTION 16 (ENTIRE AGREEMENT) AND SECTION 17 (GOVERNING LAW).

 

2.         REGISTRATION TO USE THE SOFTWARE

2.1        In order to use the Software, you are required to register with us by completing the on-line registration form and provide us with your name, business name, address, phone number, email address and location.  You shall provide us with correct information and you shall update your information as and when it changes. The information you provide to us when registering for the Services will be held and used by us in accordance with our Privacy Policy.

2.2        Once we have received and processed your on-line registration form we shall enable your user name and password to permit you to access and use the Software in accordance with the Evaluation License in Section 1.1. On expiry of the 30-day Evaluation License you shall at our request provide us with your payment card details for the payment of License Fees to enable you to migrate to a Software License in Section 3. Failure to provide your payment card details will result in the withdrawal of your access to the Services.

2.3        You represent and warrant that you have the full corporate rights, power and authority to agree to these Terms of Service and perform the obligations hereunder and that doing so does not and will not violate any agreement or obligation to which you are bound, or any applicable law, rule or regulation. 

 

3.         SOFTWARE LICENSE

3.1        In consideration of you agreeing to abide by these Terms of Service and paying the applicable License Fees to us, we hereby grant to you a limited, non-executive, non-transferable, revocable License to access and use the Software using a web-browser or mobile device solely for your private or internal business purposes (the “Software License”).

3.2        Except as expressly set out in these Terms of Service or as permitted by applicable law, you undertake:

(i) not to copy the Software except where such copying is incidental to the normal use of the Software;

(ii) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;

(iii) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(iv) not to dissemble, de-compile, reverse engineer or create derivate works based on the whole or any part of the Software nor attempt to do any such things;

(v) to supervise and control the use of the Services and ensure that, where applicable, the Services are used by your staff in accordance with the terms of these Terms of Service; and

(vi) not to make the Services available, in whole or in part to any person other than your staff (where applicable) without the prior written consent of Aptus.

3.3        The various different License fees for the Software (the “License Fees”) are set out on the Site. YOU WILL BE INVOICED BY EMAIL AT THE END OF EACH MONTH FOR THE APPLICABLE LICENSE FEE. YOU HEREBY AUTHORIZE US TO TAKE PAYMENT FROM YOUR PAYMENT CARD OR BANK ACCOUNT ON OR AFTER (7) DAYS FOLLOWING THE DATE OF EACH INVOICE FOR THE LICENSE FEE.  All amounts and fees referred to in these Terms of Service shall be: (i) payable in U.S. dollars; (ii) non-cancellable and non-refundable; and (iii) exclusive of sales tax, if applicable, which shall be added to the monthly invoices at the appropriate rate. For the avoidance of doubt all orders processed by you, including those subsequently canceled, will be invoiced.

3.4        We reserve the right to increase the License Fees at any time upon providing you with 90 days’ prior written notice.

3.5        We reserve the right to up-date, further develop and/or enhance the Service as and when we see fit.

3.6        If you require support for the Service, please contact us via our “in-app” support or, if that is unavailable, by email at support@getspoonfed.co.uk. Any support services provided by us shall be at our sole discretion.

 

4.         ACCESS TO THE SITE

4.1        Access to the Site is permitted on a temporary basis, and we reserve the right to amend the Site we provide without notice. If the need arises, we may suspend access to the Site and we will not be liable to you if for any reason the Site is unavailable at any time or for any period.

4.2        You are responsible for obtaining any hardware or software that you may need to gain access to and use the Service, and for any damage or loss that you suffer as a result of such hardware or software.

 

5.         CHANGES TO THESE TERMS OF SERVICE

We reserve the right to amend, vary or update these Terms of Service from time to time as we see fit. When we make material changes to these Terms of Service we will post a change notice on our Site. Our Terms of Service will always indicate the date they were last updated and this will change whenever we amend our Terms of Service. It is your responsibility to check the Terms of Service each time you access our Site to ensure that you have read and understood the most recent version of these Terms of Service. Your continued use of the Services after the new Terms of Service have been posted on our website shall be deemed an acceptance by you of the revised terms.

 

6.         PERSONAL INFORMATION & PRIVACY

6.1        Please read our Privacy Policy which forms part of these Terms of Service. Our Privacy Policy explains what personal information we collect and how we use and protect this personal information. Please click on the link to view our Privacy Policy.

6.2        You acknowledge and agree that the nature of the Internet is international and that we have your consent, on behalf of you and your customers, to store and use Your Content (as defined below) as provided herein, and to transmit and deliver Your Content in order to provide the Services.

 

7.         INTELLECTUAL PROPERTY RIGHTS

7.1        We are the owner or the licensee of all intellectual property rights in the Services including without limitation the Software, the Site and any and all technology, code, text, sound, graphics, pictures, video, content and material provided by or on behalf of us through the Services. The Services are protected by the copyright laws of the United Kingdom, international copyright treaties and all other applicable copyright and intellectual property laws. Aptus reserves all rights, including without limitation, all intellectual property rights, in connection with the Services.

7.2        Your use of the Software is governed by and limited to the terms and scope of the license in Section 3. You acknowledge that you have no right to have access to the Software in source code form.

7.3        Subject to a limited right to print, store and/or download the web pages from our Site for your personal use only, you may not copy, republish, sell, license, modify, edit, distribute, transmit, display or create derivative works from or otherwise make unauthorised use of any part of the Site.

7.4        You may not remove, obscure or alter any copyright, patent or trade mark notices or other proprietary notices from any material on our Site.

7.5        We reserve all rights in the Service not granted to your expressly in these Terms of Service.

7.6        You, for yourself and your customers, hereby agree to grant us a worldwide, royalty-free, non-exclusive license to use and host any data you or your customers upload (“Your Content”) for the purposes of providing you with the Service.

7.7        You are responsible for making a copy of Your Content. We have no responsibility to maintain Your Content after termination.

 

8.             RULES OF USE

Your use and access to the Site in violation of any of the following rules is strictly prohibited and may result in the immediate termination of your access to the Site and/or Software and/or be in violation of civil and criminal law. YOU AGREE THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCES:

  • Infringe our Intellectual Property Rights: you shall not copy, modify or distribute any content from any of our Services (including without   limitation our trade marks) except as specifically permitted by these Terms of Service.
  • Share your user name or password: you shall keep your user name and password confidential and not allow anyone else to access your account.
  • Use the Services for any illegal conduct: you shall not use the Services for any illegal conduct, in violation of any applicable law.
  • Reverse engineer, decompile or disassemble the source code: you shall not reverse engineer, decompile, disassemble or decipher the source code for the Software or any other software used to provide the Services.
  • Introduce viruses or attempt to gain unauthorised access to the Services: you must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Services, the server on which our Site is stored or any server, computer or database connected to our Site.
  • Create an account when your access to the Services has previously been terminated by us: if we have previously denied you access to the Services due to your breach of the Terms of Service, you are not permitted to register a new account with us.
  • Abuse the use of our support services: you shall not abuse or flood the support or help desk functions including by submitting false, trivial or repeated emails.

 

9.         LINKING TO OUR SITE

9.1        You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

9.2        You must not establish a link from any website that is not owned by you.

9.3        Our Site must not be framed on any other website, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice.

 

10.        LINKS FROM OUR SITE

Where our Site contains links to other websites and resources provided by third parties, these links are provided for your information only.  We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. 

 

11.        TERMINATION

11.1      We may terminate the Software License by providing you with one calendar month’s prior written notice.

11.2      You may terminate the Software License at any time by giving notice to support@getspoonfed.co.uk.  You will be charged until the end of the month in which the termination was notified, in accordance with the terms of Section 3.3.

11.3      Your access to the Services (including the Evaluation License or Software License) may be terminated by us at any time without prior notice: (i) where we believe that you have not complied with any of these Terms of Service; or (ii) if you have become apparently insolvent, are unable to pay your debts or have committed an act of bankruptcy. You will not have a right to a refund for any amounts paid by you.

11.4      Upon termination for any reason: (i) all rights granted to you under the Evaluation License or Software License shall cease; and (ii) you must cease all activities authorised by these Terms of Service.

 

12.        DISCLAIMERS, INDEMNIFICATION AND LIMITATION OF LIABILITY

 

12.1      Warranty Disclaimer. THE SERVICES ARE PROVIDED TO YOU “AS IS”, WITH ALL FAULTS AND YOU DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, ACCURACY, NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF THE SERVICES WILL BE ACCURATE, PRECISE, ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

12.2      Indemnification. You shall defend us against any and all actions, demands, claims and suits, and indemnify and hold us harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of your use of the Service in any manner that is inconsistent with these Terms of Service. 

12.3      Limitation of Liability. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OF YOUR CUSTOMERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE. IN ANY CASE, OUR AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT EXCEED $100.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

13.        SEVERABILITY

If any provision of these Terms of Service is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be interpreted in a manner consistent with applicable law to reflect, as closely as possible, the original intention of Aptus and the remainder of the provisions shall continue in full force and effect.

 

14.        WAIVER

No delay or failure by us in exercising or enforcing any of our rights or remedies under these Terms of Service will constitute a waiver of such right or remedy. A waiver of any provision of these Terms of Service shall only be valid if in writing and signed by Aptus.

 

15.        ASSIGNATION

We may assign or transfer these Terms of Service to any person or entity at any time without your consent. You may not assign or transfer any rights or obligations under these Term of Service.

 

16.        ENTIRE AGREEMENT

The Terms of Service (including the Privacy Policy incorporated into these Terms of Service by reference) constitute the entire agreement between you and us relating to your rights and obligations in the use of the Services. 

 

17.        GOVERNING LAW

These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Commonwealth of Virginia, notwithstanding its conflict of law provisions. The courts of Virginia will have exclusive jurisdiction over any claim arising from, or related to your use of the Services. You are responsible for compliance with any applicable laws of the jurisdiction from which you are accessing the Services.

 

18.        FORCE MAJEURE

We have no responsibility for and are released from all contractual obligations and liability if and to the extent our performance under these Terms of Service is affected by a force majeure. For purposes of this Section, the term “force majeure” means and includes any event which was not under our control, or was not reasonably foreseeable, including but not limited to any natural disaster, act of god, national emergency, sabotage, terrorism, strike or equivalent labor action, or the unavailability of the Internet.

 

19.        NO JOINT VENTURE

No joint venture, partnership, employment or agency relationship exists between you and us.

 

20.        THIRD PARTY BENEFICIARIES.

This agreement does not and is not intended to confer any rights or remedies upon any person other than the parties.

 

21.        PUBLICITY

You agree that we may, but are not obligated to, use your name and to refer to you as a user of the Services in any publicity, press release, advertising or marketing material, throughout the world and using any form of media.

 

22.        CONTACT US

If you have any questions about these Terms of Service, please contact Spoonfed, Inc. at our registered office address stated above or by email at support@getspoonfed.co.uk.