Terms of service.

Latest Version January 14th  2022

SPERRO is a software platform used to facilitate the entry and view and sharing of data.  This application and website (together with any successor site(s), computer systems, cloud-based storage accounts, associated social media websites, and all Services, as defined below, are hereinafter collectively referred to as the “Site”) are owned and operated by SPERRO,LLC (“we,” “us,” or “SPERRO”). Your use of the Site is governed by these Terms of Use (this “Agreement”), regardless of how you access the Site (including through the Internet, through a mobile network, or in any other manner).

Acceptance of Terms

By using the Site, and submitting data or information via the Site, you agree to the terms of this Agreement and to any follow additional rules and guidelines that we post on the Site. We may make changes to this Agreement from time to time; we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on the Site. It is your responsibility to check this Agreement to see when it was last updated. You can easily determine when we last changed this Agreement by referring to the “Last Revised” language at the top of this Agreement. Your use of the Site following changes to this Agreement will constitute your acceptance of those changes. We may, at any time, modify or discontinue all or part of the Site; refuse to provide any user with access to the Site; charge, modify, or waive fees required to use the Site; or offer opportunities to some or all Site users. Your sole and exclusive remedy in the event of any issue with the Site is to stop using the Site.

Fees:  Customer agrees to the pricing that was outlined in the pricing proposal that SPERRO sent to you. Pricing is based on active students. Archived students will be prorated for the month based on when they are archived.

In order to utilize our site we require and customers agrees to be setup on a monthly autopayment plan. Failure to pay fees as required may result in suspension of access to the site, and if such failure to pay is not remedied within ten (10) business days from the date of SPERRO’s notice of such failure to pay, SPERRO shall have the right to terminate the Agreement immediately.

Termination:

In the case of a Month-to-Month Agreement, either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party. If we terminate your access to the Site, you will not have the right to bring claims against us or our affiliates with respect to such termination. We and our affiliates shall not be liable for any termination of your access to the Site or to any such information or files, and (except as may be required under mandatory applicable law) shall not be required to make such information or files available to you after any such termination.

User Content / Customer Data / PII / PHI:

Any content or data inputted into the site is considered the property of the customer and the customer asserts they have the right to enter that information.  SPERRO is not responsible and will not be held liable for any copyright infringement, personal identifiable information or claims over data that is entered into the system. 

Our software does not require PHI or PII to perform its functions. User and business associate agrees to not enter any personal identifiable information or unencrypted PHI PII into the software without SPERRO’s prior agreement.

You agree not to assert any claim, whether based on tort, contract, or other legal theory, against SPERRO or its sublicensees relating to SPERRO or its sublicensees' use of the User Generated Content in accordance with your privacy settings, and you hereby release SPERRO and its sublicensees from any such claims. You represent that your User Generated Content: (1) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights; (2) will not violate any law, statute, ordinance or regulation; (3) will not be obscene or contain child pornography; (4) will not contain any viruses, worms, time bombs or other computer programming code that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (5) will not violate any third party's rights of publicity or privacy; and (6) will not be defamatory, unlawfully threatening or harassing, harmful to minors in any way, or otherwise offensive or inappropriate. You are responsible for complying with all laws applicable to your User Generated Content.

Information You Submit

You may voluntarily submit a variety of data, comments, information, images, files, links and other materials using the Site (“User Submissions”), and you grant us and our assigns a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Submissions that you post on or in connection with the Site for the purpose of effectuating the Services (“User Submission License”).  We reserve the right to, in our sole discretion, refuse to accept, post, display, or transmit any User Submission. You represent and warrant that you have all the rights, power, and authority necessary to post your User Submissions. You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Submissions or anything else on the Site. You agree that you will use the Site in compliance with all applicable local, state, national, and international laws, rules and regulations. You understand and agree it is your responsibility to ensure you may submit any User Submissions.

Customer Restrictions. {CUSTOMER} will not:

1.     distribute, license, loan, or sell the Software or other content that is contained or displayed in it;

2.     modify, alter, or create any derivative works of the Software;

3.     reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;

4.     remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;

5.     upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

Limitations of Liability and Disclaimers:

THE SITE AND ALL SERVICES, INFORMATION, GOODS, AND MATERIALS MADE AVAILABLE THROUGH THE SITE ARE PROVIDED TO YOU “AS IS” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS, AND CONDITIONS WITH RESPECT TO THE SITE AND ALL SERVICES, INFORMATION, GOODS, AND MATERIALS MADE AVAILABLE THROUGH THE SITE, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE (OR ANY PART THEREOF) WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE SITE, AND YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO ACCESS AND USE THE SITE AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, AND SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SITE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SITE.

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE SITE, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. FURTHER, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF THE SITE OR FROM ANY INFORMATION OR MATERIALS ON THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE SITE.

IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.

Indemnity:

Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold us or our affiliates harmless from and against all claims, losses, costs, and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site or (b) any violation of the terms of this Agreement by you.

Governing Law; Dispute Resolution

You hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of the Site) is governed by and shall be construed in accordance with the laws of the State of California, within the United States of America, without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in San Diego, California, and waive any jurisdictional, venue, or inconvenient forum objections thereto.