Terms and Conditions

Last updated: November 07, 2017

Welcome to spendindie.com. The terms and conditions (the “Terms”, or “Terms and Conditions”) set forth herein, the Privacy Policy, and all policies posted on our site or mobile applications govern your usage of and access to spendindie.com, our services, applications and tools (collectively, the “Service”), which is an online marketplace operated by The MarXet LLC (“Spendindie”, “us”, “we”, or “our”).

We offer a wide range of services, and sometimes additional terms may apply. When you use a Spendindie service, you will also be subject to the guidelines, terms and agreements applicable to that Spendindie service (the “Service Terms”). If these Terms are inconsistent with the Service Terms, those Service Terms will govern and control. By using the Service, you agree to these Terms and Conditions. Please read them carefully. Your access to and use of the Service is conditioned upon your compliance with these Terms. We may amend the Terms by posting amended Terms on the Service. Our right to amend the Terms includes the right to modify, add to, or remove terms in the Terms and Conditions without notice by posting the amended Terms. All amended terms shall automatically be effective immediately upon being posted. You hereby acknowledge and agree that this notification method constitutes adequate notice to inform you of any amendments to the Terms and Conditions and you hereby further agree to be bound by any such amendments to the Terms upon such notification.

Privacy

Please review our Privacy Policy, which also governs your use of the Service.

Communications

By creating a user account (a “User Account”) on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. You further agree that all agreements, notices, messages, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or the unsubscribe instruction included in correspondence from Spendindie.

Termination of Access

You hereby understand and agree that we may terminate or suspend your User Account and that we reserve the right to terminate your usage of and access to the Service at our sole discretion and without prior notice, for any reason whatsoever, including but not limited to a breach of the Terms. If you wish to terminate your account, you may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Intellectual Property

All content included in or made available through the Service, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, are the property of Spendindie or its content suppliers (the “Spendindie Intellectual Property”), and is protected by Canadian, American and international copyright, trademark and other laws. The Spendindie Intellectual Property may not be used in connection with any product or Service that is not the Service, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Service or Spendindie. You may not distribute, modify, transmit, reuse, download, repost, copy, or use Spendindie Intellectual Property, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights of any person or entity. You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any content found on and/or through the Service on your copyright.

DMCA Notice and Procedure for Copyright Infringement Claims

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim to our copyright agent via email to dmca@spendindie.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”, and such notice should include the following information (see 17 U.S.C 512(c)(3) for further detail):

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
your address, telephone number, and email address;
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
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.

Purchases

If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. The Service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to terms of our Privacy Policy. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service or errors in your order. We further reserve the right to refuse or cancel your order if fraud or an unauthorized transaction is suspected.

Terms of Sale

Any merchant offering goods and/or services for sale through the Service is the seller of such goods and/or services, not Spendindie. Spendindie is not responsible and you hereby waive and covenant not to assert any claims or allegations of any nature whatsoever against Spendindie, for any injuries, damages, claims, liabilities, losses, expenses and costs suffered or incurred by you, caused in whole or in part, by a participating merchant or in any way arising out of or related to any goods and/or services purchased by you in connection with this Service. Any goods and/or services purchased through this Service shall be subject to the terms of any applicable refund policy offered by the merchant from whom such goods and/or services are purchased. If you have a question about a refund or return, please contact the merchant from whom such goods and/or services are purchased or available for purchase.

Risk of Loss

Risk of loss and title for items purchased from the Service pass to you upon delivery to the carrier or, if such items must cross an international border, then risk of loss and title pass to you when they clear customs.

Your Account

When you create a User Account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. You are responsible for maintaining the confidentiality of your User Account login and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You may post Content so long as the Content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. We reserve the right to remove or edit such Content.

By posting Content using the Service you grant us a worldwide, nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, produce, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, communicate to the public by telecommunications and display such Content throughout the world in any media. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms. You represent and warrant that you own or otherwise control all the rights to the Content that you post; that the Content is accurate; that use of the Content you supply does not violate the Terms and will not cause injury to any person or entity; and that you will indemnify and hold harmless Spendindie from all claims resulting from Content you supply. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. Spendindie has the right but not the obligation to monitor and edit all Content provided by you or third parties.

Availability, Errors and Inaccuracies

We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”, each a “Promotion”) made available through the Service may be governed by rules that are separate from these Terms and Conditions. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms and Conditions, the Promotion rules will apply.

Accounts

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. We reserve the right to refuse to allow access to the Service, terminate User Accounts, remove or edit Content, or cancel purchase orders made using the Service in our sole discretion.

Links to Third Party Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Spendindie, of which Spendindie has no control over. Spendindie assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Spendindie shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

Indemnification

You agree to defend, indemnify and hold harmless Spendindie, its affiliates, licensees and licensors, and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of (a) your use of, and access to, the Service, by you or any person using your account and password; (b) a breach of these Terms, or (c) your violation of any applicable laws or rights of a third party.

Limitation of Liability

In no event shall Spendindie, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages, resulting from (i) your access to, or use of, or inability to, access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any Content obtained from the Service; (iv) delays or disruptions in the Service, (v) glitches, bugs, errors or inaccuracies of any kind in the Content or the Service, (vi) viruses or other malicious software obtained by accessing the Service, (vii) damage to your hardware device(s) or loss of data that results from the use of the Service, and (viii) the unauthorized access, use or alteration of your transmissions or Content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.

Disclaimer

All information and content has been organized to assist interested parties in making their own evaluation of product offerings. Spendindie does not represent any information or content as containing all information that may be desirable or required in order to properly evaluate a potential purchase. Spendindie is making no representations or warranties, express or implied, as to the accuracy, completeness, availability, or eligibility of any prospective purchaser or vendor or as to the timeliness of any information or content and under no circumstances shall Spendindie be liable with respect to any loss or damage of any kind incurred as a result of the use or reliance of the Service or the information or content.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SPENDINDIE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPENDINDIE DOES NOT WARRANT THAT THE SERVICE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE; ITS SERVERS, ELECTRONIC COMMUNICATIONS, OR E-MAIL SENT FROM SPENDINDIE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

You acknowledge that Spendindie cannot guarantee the continuous operation of or access to the Service, and you further acknowledge that operation of and access to the Service may be interfered with as a result of technical issues or factors outside of Spendindie’s control. You agree that you are making use of the Service at your own risk, and that it is being provided to you on an “AS IS” and “AS AVAILABLE” basis.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Export

You shall not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

Governing Law

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

No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time, without notice. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Relationship of Parties

The relationship between you and Spendindie is solely that of independent parties, and nothing in these Terms shall cause either party to be considered an agent, employee, joint venturer or legal representative of the other party. These Terms do not grant either party any authority to bind or commit the other party in any manner or for any purpose whatsoever. These Terms creates no joint venture, partnership or principal/agent relationship between the parties.

Dispute Resolution. In the event that a dispute arises as a result of your use of the Service, please email us at support@spendindie.com. Further, we encourage you, where necessary, to advise local law enforcement of any illegal conduct you encounter through your use of the Service. Notwithstanding the foregoing, if a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties hereto hereby agree to endeavor first to settle the dispute by mediation administered by the International Centre for Dispute Resolution (the “ICDR”) under its rules, as amended and in effect as of the date of the submission of the dispute before resorting to arbitration. The parties hereto hereby further agree that any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by the ICDR and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The arbitrator shall be familiar with e-commerce services. The place of arbitration shall be decided upon at the sole discretion of Spendindie. The arbitration shall be governed by the laws of the State of Delaware. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The standard provisions of the ICDR rules shall apply. Arbitrators will have the authority to allocate the costs of the arbitration process among the parties, but will only have the authority to allocate attorneys’ fees if a particular law permits them to do so. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Contact Us

If you have any questions about these Terms, please contact us at info@spendindie.com.