Terms & Policies
Last Updated February 16, 2019
Privacy Permissions Requested by the App
In order to provide certain services that you request from us through the App, we may require your permission to collect sensitive information from you, such as access to photos or the microphone on your phone, or access to your phone's geolocation functionality.
Photos and Camera
If you give us permission to access your photos or camera, we will only access them when you specifically choose to share your photos with us and their associated metadata, such as their file types and sizes. We will never scan or import your photo library or camera roll without authorization. This functionality is used for accessing camera or capturing images from the device. Users can grant us permission to capture or import the user’s photos in order to make them available to be viewed by other users within the App.
If you give us permission to access your phone, we will only access it for telephony features. For example, we may obtain read only access to your phone state, including the phone number of the device, current cellular network information, the status of any ongoing calls, and a list of any phone accounts registered on the device. This, more specifically, allows the App to play audio and be muted when a phone call is incoming.
Microphone permissions are required to play audio through the App. You can always refer to the settings on your device (or your manufacturer’s device manual for more details) to disable the microphone permission if you prefer not to make use of these features. The App will still otherwise work without having microphone permission for recording.
We may use GPS or similar technology available on your device to collect real-time information about the location of your mobile device, which may include your real-time location. This may include: its precise past or present location using methods that include GPS, wireless networks, cell towers, Wi-Fi access points, and other sensors. We may collect and store information about your location by converting your IP address into a rough geo-location or by accessing your mobile device’s GPS coordinates or coarse location if you enable location services on your device. We will not share your precise, real-time location with other users or our business partners, unless you have given us consent to do so.
When you use the App, you may grant us permission to send you push notifications through our mobile applications. You may at any time opt-out from receiving these types of communications by changing the settings on your mobile device. We may also collect location-based information if you use our mobile applications.
If, at any time you wish to access, modify, grant, or remove permissions, you may do so using the App and you should also check your device settings to enable or disable any features related to those permissions. The above permission requests are limited to the critical information necessary to implement the App. Other than as described above, and with your express permission and consent to such use(s), we do not seek any other access to any phonebook, contact data, microphone, or camera on your mobile device.
Children Under the Age of 18
The App is not intended for access or use by children under 18 years of age, and we do not knowingly collect personal information from children under 18. If you are under 18, do not use or provide any information on the App or provide any information about yourself to us, including your name, telephone number, email address or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 18 without verification of parental consent, we will delete that information within a reasonable timeframe. If you believe we might have received any information from or about a child under 18, please contact us at email@example.com.
Information We Collect and How We Collect It
We collect information from and about users of our App when they directly provide us with their information and automatically when they use the App.
Information You Provide to Us
When you download, register with, or use the App, we may ask you to provide information by which you may be personally identified, such as name (first and last), email address, username, password, and/or any other identifier by which you may be contacted online or offline so that you may use the App and we may properly support your use of the App (“personal information”). We may also collect information that is about you but individually does not identify you, including, but not limited to:
Information that you provide by filling in and submitting forms in the App. This includes information provided at the time of registering to use the App, subscribing to our service, posting material, and requesting other services. We may also ask you for information when you report a problem with the App.
Records and copies of your correspondence (including email addresses and phone numbers) with us, if any.
Details of transactions you carry out through the App.
When enabled by you, push notifications are used to send App messages to your device even when the App is not running.
Automatic Information Collection and Tracking
When you download, access, and use the App, it may use technology to automatically collect:
Usage Details. When you access and use the App, we may automatically collect certain details of your access to and use of the App, including traffic data, location data, logs, and other communication data and the resources that you access and use on or through the App.
Mobile Device Information. We collect information from and about the devices you use. For example, we may collect: information about your hardware and software, such as the hardware model, operating system version, unique application identifiers, unique device identifiers, browser type, language, and time zone; information from device sensors, such as microphones; and information about your wireless and mobile network connections, such as mobile phone number, service provider, and signal strength.
Camera and Photos. Many of our services require us to collect images and other information from your device’s camera and photos. For example, you won’t be able to upload photos from your camera roll unless you have granted us permission to access your camera or photos.
Location Information. When you use the App, we collect real-time information about the location of your mobile device. After we receive your permission to access such information, we may be able to view: your precise location using methods that include GPS, wireless networks, cell towers, Wi-Fi access points, and other sensors.
Log Information. We also collect log information when you use our App. That information includes, among other things: details about how you’ve used our services, device information, such as your web browser type and language, access times, pages viewed, IP address, identifiers associated with cookies or other technologies that may uniquely identify your device or browser, and pages you visited before or after navigating to our App.
If you do not want us to collect this information, do not download the App or delete it from your mobile device. For more information, see the “Your Choices About Our Collection, Use, and Disclosure of Your Information” section of this Policy. Please note, however, that opting out of the App’s collection of location information will cause its location-based features to be disabled.
Information Collection and Tracking Technologies
At this time, the App does not use third party or first party advertising or related analytics. If this changes, we will post an update here describing any changes and seek your consent to them before collecting any such data.
Third-Party Information Collection
When you access or use the App or its content, certain third parties may use automatic information collection technologies to collect information about you or your mobile device. These third parties may include: your mobile device manufacturer, your mobile service provider, or your mobile network carrier.
These third parties may use tracking technologies to collect information about you when you access or use the App. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites, apps, and other online services.
We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about any technologies in use, you should contact the responsible provider directly. For information about how you can opt out of third party use by many providers, see the “Your Choices About Our Collection, Use, and Disclosure of Your Information” section of this Policy.
How We Use Your Information
We use information that we automatically collect about you or that you provide to us, including any personal information, to:
Administer, operate, protect the integrity and security of, and maintain the App and its contents, and any other information, products or services that you request from us.
Fulfill any other purpose for which you provide it.
To help personalize your experience.
Give you notices about your account, including expiration and renewal notices.
Carry out our obligations and enforce our rights arising from any contracts entered into between you and us.
Respond to inquiries and requests from you and to provide you with information and access to resources that you have requested.
Analyze and aggregate statistics about your use of the App for trend monitoring purposes.
Send you important technical alerts, updates, security notifications, and administrative communications.
The usage information we collect helps us to improve our App and to deliver a better and more personalized experience by enabling us to:
Estimate our audience size and usage patterns.
Store information about your preferences.
Recognize you when you use the App.
We use location information we collect as part of your consent agreement.
We may also use your information to contact you about our own and third parties’ goods and services that may be of interest to you. If you do not want us to use your information in this way, please unsubscribe from the email list using the link provided on any email we send you. For more information, see the “Your Choices About Our Collection, Use, and Disclosure of Your Information” section of this Policy.
Disclosure of Your Information
We may disclose aggregated information about our users, and information that does not identify any individual or mobile device, without restriction. In addition, we may disclose personal information that we collect or you provide:
To our subsidiaries and affiliates.
To contractors, service providers, and other third parties we use to support our business.
To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of the Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by the Company about our App users is among the assets transferred.
To fulfill the purpose for which you provide it.
For any other purpose disclosed by us when you provide the information.
With your consent.
To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
To enforce our rights arising from any contracts entered into between you and us.
If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers or others.
Your Choices About Our Collection, Use, and Disclosure of Your Information
We strive to provide you with choices regarding the personal information you provide to us. This section describes mechanisms we provide for you to control certain uses and disclosures of your information.
Location Information. You can choose whether or not to allow the App to collect and use real-time information about your mobile device’s location through the device’s privacy settings or the App’s settings. If you block the use of location information, some parts of the App may then be inaccessible or not function properly.
Device Opt-out Options. Your device may provide options to opt-out of receiving advertisements or to limit ad tracking. Please refer to your device’s settings to determine the opt-out options available for your device.
Uninstallation. You may opt-out of all information collection by uninstalling the App using the standard uninstall processes made available through your mobile device or via the mobile application marketplace or network where you downloaded the App.
We will retain your personal information for as long as you use the App and only as needed to fulfill the purposes for which it was collected and to comply with our business requirements and legal obligations, resolve disputes that may arise, protect our assets, provide our services, and enforce our agreements. When we no longer have a lawful purpose to retain your personal information, or upon your specific request, we will securely destroy your personal information in accordance with our security practices and applicable law.
We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure through the use of administrative, physical, and technical safeguards. For example, your personal information is password-protected and restricted within our organization to employees and trusted partners that need access to your personal information in order to correspond with you and provide the products and/or services that you requested from us. The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to the App, you are responsible for keeping this password confidential. Do not share your password with anyone.
Please be aware that, although we endeavor to provide reasonable security for information we process and maintain, no security system can prevent all potential security breaches. The transmission of information via the internet and mobile platforms is not completely secure. Therefore, we cannot guarantee the security of your personal information transmitted through the App. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures we provide.
Linked Apps and Third Party Websites
The use of any personal information provided by you to, or automatically collected from, a third party will be governed by that party's privacy policies. If you are unsure whether an app or website is controlled, affiliated, or managed by the Company, you should review the privacy policies at each linked app or website to determine how that site treats your personal information.
Accessing and Correcting Your Personal Information
You can change your password by logging into the App and visiting your account profile page. If you need to delete your account or if you have any questions about, or need to change, any other personal information that may be retained by the Company, you may also contact us at firstname.lastname@example.org. The Company will use commercially reasonable efforts to ensure that personal information we may be using or disclosing is accurate and complete. We will use commercially reasonable efforts to respond to any such request and update your personal information, if necessary. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.
Your California Privacy Rights
California Civil Code Section 1798.83 permits users of our App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please contact us at email@example.com. Please note, however, that we do not share personal information with third parties for direct marketing purposes.
Governing Law; Located in the USA
Our App and all services provided in connection with the App are located in the United States and are controlled, operated and administered by Spec from its offices within the United States of America. Please be aware that your information will be transferred to, stored, and processed in the United States where our servers are located, and our central database is operated.
SPEC APP TERMS AND CONDITIONS
Last Updated February 19, 2019
The Company is based in the State of Tennessee in the United States of America. The Company makes no representations that the App and its Content are appropriate for use in all locations or may be downloaded outside of the United States. Use of or access to the App may not be legal by certain persons or in certain countries. By accessing or using the App, you do so at your own risk and are responsible for compliance with the laws and regulations of the jurisdiction from which you access or use the App.
By using or accessing the App, you consent to the transmission of your personal information, including your user id, password, and any other personal or non-personal information we may collect from you, to the United States, and you acknowledge and accept all liability and responsibility arising from the transmission of such information to the United States.
Accounts and Account Security
Content and Intellectual Property
Digital Millennium Copyright Act
The Company accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. Pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the "Act"), upon receipt of a notice which complies with the DMCA, the Company reserves the right to terminate your use of the App or remove any Content contained therein if we determine in our sole and absolute discretion that you are involved in infringing activity, regardless of whether such alleged infringement is a first-time or repeat occurrence and/or whether the material or activity is ultimately determined to be infringing. If you believe that any User Contributions violate your copyright, please send a notice of copyright infringement to firstname.lastname@example.org.
Please note that this Section is intended to inform you and copyright owners of procedures under the DMCA and to comply with Company's rights and obligations under the DMCA. This Section does not constitute legal advice, and it may be advisable to contact an attorney concerning your rights and obligations under the DMCA and any other applicable laws. For an overview of the DMCA's notice and takedown procedures for allegedly infringing material, please see http://www.copyright.gov/legislation/dmca.pdf.
The Company makes a conscientious effort to display and describe the features available in the App accurately and completely. However, your interaction with the App depends upon a number of factors, including your mobile device and internet connection. The Company may change, update or remove features at its discretion. Therefore, the Company cannot guarantee the availability or accuracy of any or all features in the App. You agree that technical information, opinions, recommendations and other information made available to you in the App are for your convenience only.
The Company uses reasonable efforts to update the information in the App. However, the Content of the App is subject to change without notice. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the App, or by anyone who may be informed by any of its contents.
Please contact us at email@example.com if you have questions about the information presented in the App.
not to use the App in any way that violates federal, state, local or international law or regulation, or generally accepted practices or guidelines in relevant jurisdictions (including any laws or regulations regarding the export of data or software to and from the United States or other relevant countries);
that you will not use the App to transmit or send unsolicited commercial communications;
that you will not attempt to gain unauthorized access to, interfere with, damage, disrupt or circumvent any of the security features of any part of the App (or the servers, networks, and databases which are connected to the App);
not to introduce any spyware, viruses, Trojan horses, worms, keystroke loggers, rootkits, logic bombs or other material which is malicious or technologically harmful to the App (or the servers, networks, and databases which are connected to the App);
that you will not edit or otherwise modify any content in the App other than your own User Contributions;
that you will not engage in any activity that interferes with or disrupts the App (or the servers, networks, and databases which are connected to the App);
that you will not impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
that you will not reproduce, redistribute, republish, duplicate, copy, display, sell, rent, sub-license, trade or resell any content or other aspect of the App for any commercial purpose (except for content specifically and expressly made available for redistribution); and
Any User Contribution you post through the App will be considered non-confidential and non-proprietary. By providing any User Contribution in the App, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. You also grant us the right to bring an action for infringement of these rights.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the App.
Monitoring and Enforcement; Termination
We have the right to:
remove or refuse to post any User Contributions for any or no reason in our sole discretion.
disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the App.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials through the App. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We do not, however, undertake to review all material before it is posted through the App, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
be likely to deceive any person.
promote any illegal activity, or advocate, promote or assist any unlawful act.
impersonate any person, or misrepresent your identity or affiliation with any person or organization.
give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Third Party Sites and Content
The App may contain links to other websites or resources that our business partners and other third parties own or operate. Your access to and use of each of those websites is at your own risk and is subject to the terms and conditions, if any, that each of those websites have posted. We have no control over third party websites and we are not responsible for any changes to or content on them. Our inclusion of any Content is not an endorsement of that material or link or the companies that own or operate the material or linked websites.
The App may include Content provided by third parties. All statements and/or opinions expressed in these materials, and all Content other than the Content provided by the Company, are solely the opinions and the responsibility of the person or entity providing such Content. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Social Media Features and Linking to the App
The App may provide certain social media features that enable you to:
view certain social media Content from within the App.
link from your own social media accounts to certain content in the App.
send emails or other communications with certain Content, or links to certain Content, in the App.
cause limited portions of Content available within the App to be displayed or appear to be displayed on your own social media accounts.
You may use these features solely as they are provided by us and solely with respect to the Content they are displayed with. Subject to the foregoing, you must not:
establish a link from any website or social media account that is not owned by you.
We may disable all or any social media features and any links at any time without notice in our discretion.
Modifications and Interruption of Service
The Company reserves the right to suspend or terminate your use of the App at any time for any reason and to delete any corresponding profile(s). The Company also reserves the right to change, suspend, or discontinue any aspect of the App and any products and services available in or through the App at any time without notice and without liability to you or any third party. We do not guarantee continuous, uninterrupted or secure access to the App. The operation of the App may be interfered with or adversely affected by numerous factors or circumstances outside of our control or through acts of God.
THE APP, ITS CONTENT, ITS INTERACTIVE SERVICES, AND ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE APP ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS AND YOUR USE OF THE FOREGOING IS ENTIRELY AT YOUR OWN RISK. THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION THAT (A) THERE WILL BE NO INTERFERENCE WITH YOUR USE OF THE APP; (B) THE APP WILL FULFILL ANY PARTICULAR PURPOSE, NEED, REQUIREMENT, SPECIFICATION, OR EXPECTATION; (C) THE APP, ITS CONTENT, INTERACTIVE SERVICES, AND ANY ADVICE, SERVICES, OR ITEMS OBTAINED THROUGH THE APP WILL BE ACCURATE OR COMPLETE; (D) YOUR APPLICATION TO RECEIVE SERVICES WILL BE ACCEPTED OR HONORED ACCORDING TO YOUR SCHEDULE OR ANY STATED SCHEDULE; (E) THE APP WILL BE AVAILABLE, SECURE OR ERROR FREE; (F) ANY ERROR OR DEFECTS IN THE APP WILL BE CORRECTED; (G) THE APP OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (H) THE APP IS LAWFUL, APPROPRIATE, OR AVAILABLE FOR USE IN ANY PARTICULAR LOCATION. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE APP. THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE APP.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Liability
IN NO EVENT WILL THE COMPANY, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APP, ANY WEBSITES LINKED TO THE APP, ANY CONTENT, INTERACTIVE SERVICES, OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE APP OR OTHER WEBSITES, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR WRONGFUL DEATH, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, OR REPUTATIONAL DAMAGE, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE OR IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
General Representation and Warranty
Termination and Survival
Severability; No Waiver
All feedback, comments, requests for technical support and other communications relating to the App should be directed to the Company at firstname.lastname@example.org
SPEC SUBSCRIPTION TERMS OF SERVICE
Customer Data. “Customer Data” means any of Customer’s menu, recipes, information, documents, or electronic files that are provided to Spec hereunder.
Customer Personnel. "Customer Personnel" means an individual who is an employee or independent contractor of Customer and to whom Customer has granted access to use the Services provided to Customer hereunder, regardless of whether or not the individual actually accesses the Services.
Named User. "Named User" means any Customer Personnel who actually uses the Service during a calendar month.
Service. "Service" means Spec's software, mobile application, and related services for the promotion of healthy menu choices.
Service. During the term and subject to the terms of this agreement, Spec shall provide the Service to Customer for use by Customer Personnel. Customer may not use the Service in any manner other than for its own internal business purposes.
Customer Data. Customer owns all right, title and interest in the Customer Data. Customer hereby grants to Spec, a non-exclusive, non-transferable, non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of providing the Service to Customer hereunder. To the extent permitted by applicable law, Spec may also de-identify or aggregate the Customer Data in a manner such that neither Customer nor any individual nor any of its recipes may be identified or reconstructed from such data, and Spec owns that de-identified or aggregated data and may use it for any purpose.
Security. Spec has the right at any time to suspend access to Customer or any Customer Personnel if Spec reasonably believes that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the Services, Spec, or Spec's other customers.
Data Collection: Spec may survey, from time to time, any person using the Admin Dashboard or employee mobile app. This information will be collected for the purpose of improving the platform and Spec’s business as a whole to better serve the needs of our customers.
Term and Termination
Term. The term of this agreement commences on the Effective Date and will continue until one of the parties notifies the other party of a wish to terminate this Agreement.
Termination for Cause. Either party can terminate this agreement for cause upon written notice to the other party:
if the other party has committed any material breach of its obligations under this agreement and has failed to cure such breach within 30 days of written notice by the non-breaching party specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within 30 days, has failed to begin and continue to work diligently and in good faith to cure such breach); or
upon the institution of bankruptcy or state law insolvency proceedings against the other party, if such proceedings are not dismissed within 30 days of commencement.
Fees and Payment Terms
Fees. Customer shall pay Spec the fees described on the attached Pricing Schedule on the terms set forth therein. If Customer is delinquent in payment of any portion of an invoice that it has not disputed in good faith, Spec may, in addition to other remedies it may have, including termination, suspend the Service. Customer agrees to pay interest on delinquent amounts at the rate of 1.5% per month (or, if lower, the maximum amount permitted by law) that a payment is overdue. If Spec takes any legal action to collect on delinquent amounts, Customer shall reimburse Spec for its actual costs incurred in pursuing such action, including but not limited to legal fees and court costs.
Taxes. Customer shall pay or shall reimburse Spec for all sales taxes and other taxes, however characterized by the taxing authority, based upon the license fees or other charges under this agreement or otherwise incurred on account of Customer’s use of the Service, except for any taxes based upon Spec’ net income or gross receipts or for any franchise or excise taxes owed by Spec.
Definition of Confidential Information. “Confidential Information” means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (ii) third-party information that Company is obligated to keep confidential; (iii) the material terms and conditions of this agreement; and (iv) any nonpublic information relating to any activities conducted hereunder.
Exclusions. Notwithstanding the above, the term “Confidential Information” does not include any information that is either:
readily discernible from publicly-available products or literature; or
approved for disclosure by prior written permission of an executive officer of the disclosing party.
Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this agreement, and it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization.
Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.
Return of Information. If a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.
Survival. The parties hereto covenant and agree that this Section 4 will survive the expiration, termination, or cancellation of this agreement for a period of one year, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this agreement for so long as such Confidential Information remains a trade secret.
Disclaimers and Limitations
Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SPEC MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE PROVIDED OR THE RESULTS OF USE OF THE SERVICE. SPEC HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
Disclaimer of Consequential Damages. SPEC HAS NO LIABILITY WITH RESPECT TO THE SERVICES OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF SPEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitations of Liability. SPEC’S TOTAL LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL FEES PAID TO SPEC DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.
Promotional Materials. Either party may include statements, and may use the other party's name and logos, in its website, commercial advertisements and promotional materials for the sole purpose of indicating that Customer is a user of the Service.
Notices. Each party giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this agreement must give the Notice in writing and use one of the following methods of delivery, each of which for purposes of this agreement is a writing: personal delivery, registered or certified U.S. Mail (in each case, return receipt requested and postage prepaid), or nationally recognized overnight courier (with all fees prepaid). Any party giving a Notice must address the Notice to the appropriate person at the receiving party (the “Addressee”) at the address listed on the signature page of this Agreement or to another Addressee or another address as designated by a party in a Notice pursuant to this Section. Except as provided elsewhere in this agreement, a Notice is effective only if the party giving the Notice has complied with this paragraph.
Governing Law; Venue. The laws of the State of Tennessee (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this agreement must be brought exclusively in a court of competent jurisdiction sitting in Nashville, Tennessee, and each party to this agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this agreement.
Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.
Entire Agreement. This constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this agreement. There are no conditions precedent to the effectiveness of this agreement, other than any that are expressly stated in this agreement.
Amendments. The parties can amend this agreement only by a written agreement of the parties that identifies itself as an amendment to this agreement.
Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 6 and 7 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this agreement, shall survive the expiration or termination of this agreement.