Website Usage Terms

AGREEMENT BETWEEN USER AND SPIRE PAYMENTS HOLDINGS SARL (“Spire”)
(1JAN2012– v1)

PREAMBLE

IMPORTANT NOTICE:  It is the express will of the parties that this Agreement between the User and Spire and all related documents be in English.

I.    INTRODUCTION

The Spire Web Site is consists of several Web sites and Web pages operated by Spire or its affiliates (collectively, the “Spire Web Sites”).

Your access to and use of the Spire Web Sites is subject to your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Spire Web Sites constitutes your agreement to all such terms, conditions, and notices. Your use of a particular Spire Web Site or Web Page included within the Spire Web Sites may also be subject to additional terms outlined elsewhere in this agreement (the “Additional Terms”).

Additionally, the Spire Web Sites may themselves contain additional terms, rules or guidelines that govern their use.
In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular Spire Web Site, then these terms shall control.

If you do not agree with any of the terms governing your access to and use of a Spire Web Site, then you must exit the site immediately.

II.    TERMS OF USE

A.    PRIVACY AND PROTECTION OF PERSONAL INFORMATION

See the Privacy Statement contained at the end of these Terms of Use for disclosures relating to the collection and use of your information.

B.    MODIFICATION OF THESE TERMS OF USE

Spire reserves the right to change the terms, conditions, and notices under which the access to and use of the Spire Sites are offered. You are responsible for regularly reviewing these terms and conditions and additional terms posted on particular websites. Your continued use of the Spire Sites constitutes your agreement to all such terms, conditions, and notices.
In addition to the above, the availability of products described on this site, and the product descriptions, may vary from country to country and from time to time.  Contact info@Spirepayments.com for more detailed information.

C.    PERSONAL AND NON-COMMERCIAL USE LIMITATION

Unless otherwise specified, the Spire Sites are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Spire Sites.

D.    LINKS TO THIRD PARTY SITES

The Spire Sites may contain links to third party Web sites (“Linked Sites”). The Linked Sites are not under the control of Spire and Spire is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Spire is not responsible for webcasting or any other form of transmission received from any Linked Site nor is Spire responsible if the Linked Site is not working appropriately. Spire is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Spire of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites.
Any dealings with third parties included within the Spire Sites are solely between you and the third party. Spire shall not be responsible or liable for any part of any such dealings.

E.    NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Spire Sites, you will not use the Spire Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Spire Sites in any manner that could damage, disable, overburden, or impair any Spire Site (or the network(s) connected to any Spire Site) or interfere with any other party’s use and enjoyment of any Spire Site. You may not attempt to gain unauthorized access to any Spire Site, other accounts, computer systems or networks connected to any Spire Site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Spire Sites.

F.    USE OF SERVICES

The Spire Sites may contain e-mail services and/or other message or communication facilities designed to enable you to communicate with Spire (“Communication Services”). You agree to use the Communication Services only to send messages and material that are proper.  By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Use the Communication Service in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
  • make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents to do the same.
  • Use any material or information, including images or photographs, which is made available through the Spire Sites in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
  • E-mail files that contain viruses (whether considered to be trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another).
  • Violate any guidelines or other rules which may be applicable for any particular Communication Service.
  • Violate any applicable laws or regulations.
  • Create a false identity for the purpose of misleading others.

Spire reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.
Spire reserves the right at all times to disclose any information as Spire deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
Always use caution when giving out any personally identifiable information about yourself or your children in any Communication Service. Except as otherwise stated, Spire does not control or endorse the content, messages or information found in any Communication Service and, therefore, Spire specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.

G.    MATERIALS PROVIDED TO SPIRE

Spire does not claim ownership of the materials you provide to Spire (including feedback and suggestions) or submit to any Spire Site.  However, by providing information or materials you are granting Spire, its affiliated companies and necessary sublicensees permission to use your information or materials in connection with Spire’ business, including, without limitation, the royalty free and unlimited license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your information or materials; to publish your name in connection with your information or materials; and the right to sublicense such rights to any third party.
No compensation will be paid with respect to the use of your information or materials, as provided herein. Spire is under no obligation to use any information or materials you may provide.
By providing information or materials you warrant and represent that you own or otherwise control all of the rights to your information or materials as described in these Terms of Use including, without limitation, all the rights necessary for you to provide the information or materials.

H.    SOFTWARE AND CONTENT AVAILABLE THROUGH THE SPIRE SITES

All content and software (if any) that is made available to view and/or download in connection with the Spire Sites, excluding content and/or software that may be made available by end-users through a Communication Service, (“Software”) is owned by and is the copyrighted work of Spire Payments Holdings S.à.r.l. and/or its suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the Software License Agreement, if any, which accompanies or is included with the Software (“Software License Agreement”). You may not install or use any Software that is accompanied by or includes a Software License Agreement unless you first agree to the terms of the Software License Agreement.
For any Software not accompanied by a Software License Agreement, Spire Payments Holdings S.à.r.l. hereby grants to you, the user, a revocable personal, non-transferable license to use the Software for viewing and otherwise using the particular Spire Site in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the content and/or Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

I.    LIMITATION OF LIABILITY AND DISCLAIMER

All references to Spire shall be understood to include the affiliates and subsidiaries of Spire Payments Holdings S.à.r.l.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SPIRE SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE SPIRE SITES AND TO THE INFORMATION THEREIN.  SPIRE AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SPIRE SITES AT ANY TIME.
SPIRE PAYMENTS HOLDINGS S.A.R.L. AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, VIDEOS AND RELATED GRAPHICS CONTAINED WITHIN THE SPIRE SITES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.  SPIRE PAYMENTS HOLDINGS S.A.R.L. AND/OR ITS RESPECTIVE AFFILIATES AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT.
YOU SPECIFICALLY AGREE THAT SPIRE PAYMENTS HOLDINGS S.A.R.L. SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH A SPIRE SITE.  YOU SPECIFICALLY AGREE THAT SPIRE PAYMENTS HOLDINGS S.A.R.L. IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT SPIRE IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN A SPIRE SITE BY ANY THIRD PARTY.
IN NO EVENT SHALL SPIRE PAYMENTS HOLDINGS S.A.R.L. AND/OR ITS AFFILIATES AND SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SPIRE SITES, WITH THE DELAY OR INABILITY TO USE THE SPIRE SITES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SPIRE SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE SPIRE SITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SPIRE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SPIRE SITES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SPIRE SITES.

J.    SERVICE CONTACT
info@Spirepayments.com

K.    TERMINATION/ACCESS RESTRICTION

Spire reserves the right, in its sole discretion, to terminate your access to any or all Spire Sites/Services and the related services or any portion thereof at any time, without notice.

L.    NO SPAM; DAMAGES

Spire will immediately terminate your access if it believes, in its sole discretion, you are transmitting or are otherwise connected with any spam or other unsolicited bulk email. In addition, because damages are often difficult to quantify, if actual damages cannot be reasonably calculated then you agree to pay Spire liquidated damages of €3 for each piece of spam or unsolicited bulk email you transmit to Spire, otherwise you agree to pay Spire’ actual damages, to the extent such actual damages can be reasonably calculated.

M.    LANGUAGE

It is the express will of the parties that this agreement and all related documents have been drawn up in English.

N.    GENERAL

This agreement is governed by the laws of the Duchy of Luxembourg. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Luxembourg in all disputes arising out of or relating to the use of the Spire Sites. Use of the Spire Sites is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Spire as a result of this agreement or use of the Spire Sites. You agree to indemnify and hold Spire, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third party due to or arising out of your use of or behavior on the Spire Sites.  Spire reserves the right to disclose any personal information about you or your use of the Spire Sites, including its contents, without your prior permission if Spire has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of Spire or its affiliated companies; or (3) enforce the terms or use.  Spire’ performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Spire’ right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Spire Sites or information provided to or gathered by Spire with respect to such use.  If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.  Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Spire with respect to the Spire Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Spire with respect to the Spire Sites.  A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

O.    COPYRIGHT AND TRADEMARK NOTICES:

All contents of the Spire Web Sites are: Copyright © 2013 Spire Payments Holdings S.a.r.l. and/or its licensors, 70 route d’Esch, L-1470 Luxembourg. All rights reserved.
TRADEMARKS. Spire Payments and the Spire Payments logo are trademarks, service marks or registered trademarks or service marks of Spire Payments Holdings S.a.r.l..  All other trademarks are the property of their respective owners.

Any rights not expressly granted herein are reserved.