Last Updated: November 22, 2021
1. Application and Acceptance of the Terms
1.2 You acknowledge and agree that Spritz Society may amend any Terms at any time by posting the amended and restated Terms on the Site. By continuing to access and use the Site, you agree that the amended Terms will apply to you.
1.3 If Spritz Society has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Site.
1.4 You may be required to enter into a separate agreement, whether online or offline, with Spritz Society or our affiliates for any services (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that service concerned.
2.1 You must register on the Site in order to access and use some services. Further, Spritz Society reserves the right, without prior notice, to restrict access to or use of certain services (or any features within the services) to you and other users (you and other users collectively, “Users”) or subject to other conditions that Spritz Society may impose in our discretion.
2.2 Some services may be provided by Spritz Society’s affiliates on behalf of Spritz Society.
2.3 Services (or any features within the services) may vary for different regions and countries. Spritz Society may in our sole discretion limit, deny or create different level of access to and use of any services (or any features within the services) with respect to different Users.
2.4 Spritz Society may launch, change, upgrade, impose conditions to, suspend, or stop any services (or any features within the services) without prior notice.
3. Users Generally
3.1 As a condition of your access to and use of the Site, you agree that you will comply with all applicable laws and regulations when accessing or using the Site.
3.2 You agree to access and use the Site or services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Site (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Spritz Society, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Spritz Society is prohibited. Use of any Site Content for any purpose not expressly permitted in the Terms is prohibited.
3.4 Spritz Society may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' website. You are cautioned to read such website's terms and conditions and/or privacy policies before using the website. You acknowledge that Spritz Society has no control over such third parties' websites, does not monitor such websites, and shall not be responsible or liable to anyone for such websites, or any content, products or services made available on such websites.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Spritz Society and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of Spritz Society’s feedback system, such as leaving positive feedback for yourself using secondary email accounts or through third parties or by leaving unsubstantiated negative feedback for another User.
3.7 By posting or displaying any information, content or material (“User Content”) on the Site or providing any User Content to Spritz Society or our representative(s), you grant Spritz Society, our affiliates, and our service providers, and each of their and our respective licensee, successors, and assigns a worldwide, irrevocable, perpetual, royalty-free, transferrable and sub-licensable (through multiple tiers) right and license to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, such as using as product description on the Site, advertising outside the Site and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Site, the provision of any services and/or the business of Spritz Society. You confirm and warrant to Spritz Society that you have all the rights, power and authority necessary to grant the above rights and license. You understand and acknowledge that you are responsible for any User Content you submit or post, and you, not Spritz Society, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Spritz Society is not responsible or liable to any third party for the content or accuracy of User Content posted by you or any other User of the Site.
3.8 We have the right to: (a) remove or refuse to post any User Content for any or no reason in our sole discretion; (b) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, including any content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Site or the public, or could create liability for Spritz Society; (c) 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; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of the Terms.
3.9 User Content must in its entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not: (a) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (b) promote violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (c) infringe or misappropriate the intellectual property rights of any party; (d) promote any illegal activity; (e) impersonate any person, or misrepresent your identity or affiliates with any person or organization; (f) contain any private information of a third a party, including, without limitation, addresses, phone numbers, email addresses, credit card numbers, and Social Security numbers; or (g) contain any viruses, spyware, trojan horses or other similar malware or destructive code.
4.1 All purchases through the Site or other transactions for the sale of goods or services formed through the Site, or resulting in visits made by you, are governed by our then-current Terms of Sale or other similar terms or agreement, which are hereby incorporated by reference into the Terms.
5. Disclaimer of Warranties
5.1 YOUR USE OF THE SITE, SITE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, SITE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SPRITZ SOCIETY NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER SPRITZ SOCIETY NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES, OR AGENTS REPRESENTS OR WARRANTS THAT THE SITE, SITE CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. SPRITZ SOCIETY DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS AND SPRITZ SOCIETY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.
5.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRITZ SOCIETY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
5.3 THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
5.4 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to User’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Spritz Society or through or from the Site shall create any warranty not expressly stated herein.
6. Limitation of Liability
6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPRITZ SOCIETY, ITS AFFILIATES, OR ITS AND ITS AFFILIATES RESPECTIVE LICENSORS, SERVICE PROVIDERS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE TO YOU, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE OR ANY SERVICES, OR SITE CONTENT, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS OR SAVINGS, LOSS OF BUSINESS, LOSS OF GOODWILL, AND LOSS OF DATA), WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, EVEN IF FORESEEABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SPRITZ SOCIETY, ITS AFFILIATES, AND ITS AND ITS AFFILIATES RESPECTIVE LICENSORS, SERVICE PROVIDERS, OFFICERS, EMPLOYEES, AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF THE PURCHASE PRICE YOU HAVE PAID TO SPRITZ SOCIETY OR ITS AFFILIATES DURING THE CALENDAR YEAR AND (B) $1,000.
6.2 You hereby further agree that Spritz Society is not responsible and shall have no liability to you, for any material posted by others; including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User.
7.1 You agree to defend, indemnify, and hold Spritz Society, our affiliates, directors, officers, employees, contractors, and agents harmless, from any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) relating to any claims arising out of or relating to your violation of the Terms or your use of the Site, including, but not limited to, your User Content, any use of the Site’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtain from the Site. Spritz Society reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Spritz Society in asserting any available defenses.
8. Force Majeure
8.1 Under no circumstances shall Spritz Society be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
9. Intellectual Property Rights
9.1 Spritz Society is the sole owner or lawful licensee of all the rights and interests in the Site and the Site Content (including but not limited to user submitted reviews, images, videos, and any other type of user submitted content). If you'd like to opt-out of having your User Content shared or believe that any User Content violates your intellectual property rights, please email email@example.com. The Site and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site Content shall remain with Spritz Society, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by Spritz Society are hereby reserved.
9.2 Any names, logos, trademarks, service marks, related icons and other marks appearing on the Site are registered or common law trademarks or service marks of Spritz Society, or its affiliates, or are used with permission or under license form a third party. You may not use any trademark, service mark, or logo without Spritz Society’s, or the respective owner’s, prior written permission.
10.1 All legal notices or demands to or upon Spritz Society must be made in writing and sent to Spritz Society personally, by courier, or certified mail to the following address: 500 Park Avenue, New York, NY 10022.
10.2 You agree that all agreements, notices, demands, disclosures and other communications that Spritz Society sends to you electronically satisfy the legal requirement that such communication should be in writing.
11. General Provisions
11.1 Subject to any additional agreements, the Terms constitute the entire agreement between you and Spritz Society with respect to and govern your access and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter herein. The Terms may not be otherwise modified except in writing by an authorized representative of Spritz Society.
11.2 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
11.3 Spritz Society’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Spritz Society’s right to act with respect to subsequent or similar breaches.
11.4 Spritz Society shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Spritz Society). You may not assign, in whole or part, the Terms to any person or entity.
11.5 The Terms shall be governed by the laws of the State of New York without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of, or related to, the Terms or the Site shall be instituted exclusively in the federal or state courts of the State of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of the Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Any cause of action or claim you may have arising out of or relating to the Terms or the Site must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
11.6. All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: firstname.lastname@example.org