Last updated: 01/15/2014
This agreement is a legally binding contract.
This is a legally binding contract (the “Agreement”) between you, a subscriber to the Spire Service (defined herein) or a visitor, and Magnolia Ventures Inc., its affiliates and subsidiaries ("Spire," "we," "us", or “company”). You accept the terms herein by clicking the "Confirm" button on our website at www.getspire.com (the “Site”), and each time you access the Spire Service thereafter. If you do not accept the terms, do not use the Spire Service. You must comply with this Agreement, the policies referred to below, and all applicable laws, regulations and rules when you use the Spire Site (as defined herein).
We have included several annotations in boxes to help explain the legal jargon and emphasize key sections. These annotations are for convenience only and have no legal or contractual effect.
Spire is an online, subscription based service that offers data collection and storage services for your personal health and health-related information. Spire does not give medical advice.
Spire is an online, independent service (the “Service”) that collects, stores and maintains personal health or health-related records provided by you or the health care providers you specify. We provide data collection and storage. Spire is not a covered entity as that term is defined by the Health Insurance Portability and Accountability Act (“HIPAA” or the “Act”) and therefore is not subject to the Act or its privacy, security, and breach notification regulations.
Subscribers to the Service will provide the names of health care providers and the dates of service to Spire, and the Company will collect Records on your behalf and with your consent.
Spire does not give medical advice. In addition, we do not recommend or endorse any provider of health care or health-related products, items, or services.
We may change this contract at any time and will notify you by posting an updated version to this website.
We may revise this Agreement at any time by posting an updated version to this website. Your continued use of the Service after a change to this Agreement constitutes your acceptance of the new terms.
The Company reserves the right to modify the prices or other terms charged for the Service, or to add or remove any Products or Service from the Site, at any time without prior notice to you. Price changes shall not apply to Service purchased prior to the price change. Prepaid annual subscriptions shall not be subject to price changes until the subscription expires. If you purchase any Services available on the Site, you will be responsible for paying any applicable sales tax indicated on the Site.
You must be of legal age to create a Spire account. You are responsible for creating a unique username and secure password. You must provide true, accurate, current, and complete information to Spire.
You hereby represent and warrant that
Except as expressly provided below, Spire may only be used by, and membership is limited to, individuals who can form legally binding contracts under applicable laws. Without limitation, minors are prohibited from becoming paid Subscribers.
If you create an account on behalf of a minor and/or dependent, you agree you have the authority to do so as an authorized parent/legal guardian of the minor and/or dependent. We may take steps to verify you are the parent/legal guardian of the minor and or dependent.
The Records in your Spire Account are accessible by users from any device that is able to establish a connection to the Internet using a unique and individual user name and password. You establish an exclusive user name and password during account creation. Once you establish an account, you will be able to change your email address and password, with proper authentication. You will be able to associate up to four (4) user names to an account. User names on an account must remain completely unique.
You represent and warrant that the information you provide to Spire upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. Should there be any changes in your contact information or that of your or your child’s/dependent’s health care providers, you must update the contact information in the settings section of your account.
You further represent that Spire has the right to rely upon all information provided to Spire by you, and Spire may contact you by email, telephone or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) customer satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, at or through the Site.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Spire has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Spire has the right to suspend or terminate your request without refund and or account and refuse any and all current or future use of Spire products or services (or any portion thereof).
We cannot collect any Records for provider visits unless you notify us that a doctor visit occurred. Therefore, it is your responsibility to notify us each time a registered member of your Spire account visits a health care provider, if you want the records included in your Spire account. However, Spire is not responsible for any missing records, whether you have notified us or not.
Spire does not provide any guarantee that the health care providers will provide all the information on file. The data provided to Spire is at the discretion of the health care providers. Neither Spire, nor the health care providers shall be liable for the data provided to or omitted from the Service.
Spire is a subscription and fee based service. Record requests are subject to applicable fees and charges. You authorize Spire to charge your credit card for use of the Service. Spire may establish limits concerning the use of its Services and the Site and you agree that Spire has no responsibility or liability for the deletion or failure to store any health related or other information. We reserve the right to cancel, delay, refuse to collect records or upload data for any order if fraud is suspected.
Access to and use of the Spire Service is available on a pre-paid annual or monthly subscription basis, as described on the enrollment page of the Spire Site. Upon payment and agreeing to the terms of this Agreement, you will be entitled to access and use of the Spire Service for an initial term of one (1) year in the case of annual subscribers or one (1) month, in the case of a monthly subscriber, from the date of registration; provided, however, that you and any authorized users of your account remain in compliance with the terms and conditions of this Agreement.
This Agreement will be automatically renewed for a Renewal Term of an additional one (1) year in the case of an Annual Subscription or for one (1) month in the case of a Monthly Subscription at the end of the Initial Term and at the end of each automatic Renewal Term thereafter, unless this Agreement is otherwise terminated in accordance with its terms. The Subscription Fee will be charged on the first day of the Initial Term and the first day of each Renewal Term.
Subject to the terms of this Agreement, you may request Spire to obtain copies of your records maintained by various doctors, medical custodians, physicians, and healthcare facilities across the United States. Such requests are subject to applicable charges and fees, which vary based on each health care provider. The record charges are set by the health care provider, to which Spire adds a $.30 processing fee.
You hereby authorize Spire to charge your credit card for any and all such fees and charges required to obtain any requested records. These record charges are not disputable. The charges and fees required to obtain any requested PHI for any given record collection, such charges and fees will automatically be charged to your credit card without further notification to you. If you would like Spire to proceed with the request and obtain the record, you must agree to pay any applicable fees and charges, as disclosed at the time of your request. If a health care provider rejects your request, the amount will be credited into your Spire account.
By ordering Services from the Company, you authorize the Company to charge your credit or debit card accordingly. This authorization shall remain in effect until and unless you have cancelled your subscription as described in this Agreement, above.
If you believe that you have been erroneously billed, please immediately notify our Customer Support Center toll-free at [email protected]. If Spire does not hear from you within thirty (30) days after such billing error first appears on any account or credit card statement, such fee will be deemed accepted by you for all purposes, including resolution of inquiries made by your credit card issuer. You release the Company from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to us within thirty (30) days of its occurrence.
You acknowledge that Spire may establish general practices and limits concerning the use of its Services and the Site, including without limitation the maximum number of days that uploaded Content will be retained by Spire’s Services or the Site, the maximum size of any content that may be sent from or received by an account, and the maximum disk space that will be allotted on Spire’s servers on your behalf. You agree that Spire has no responsibility or liability for the deletion or failure to store any health related information or other communications or other Content maintained or transmitted by Spire, the Service or the Site. You acknowledge that Spire reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Spire reserves the right to change these general practices and limits at any time, in its sole discretion with or without notice to you.
We reserve the right, but undertake no obligation, to actively report and prosecute actual and suspected credit card fraud. We may, in our discretion, require further authorization from you such as a telephone confirmation of your order and other information. We reserve the right to cancel, delay, refuse to collect records or upload data for any order if fraud is suspected. We capture certain information during the order process, including time, date, IP address, and other information that will be used to locate and identify individuals committing fraud. If an order is suspected to be fraudulent, we reserve the right, but undertake no obligation, to submit all records, with or without a subpoena, to all law enforcement agencies and to the credit card company for fraud investigation. We reserve the right to cooperate with authorities to prosecute offenders to the fullest extent of the law.
We will use appropriate administrative, physical, and technical safeguards to prevent use or disclosure of health-related information other than as provided for by this Agreement. You must also take reasonable security measures to protect the security of your account.
Appropriate Safeguards. We will use appropriate safeguards to prevent the use or disclosure of your information, other than as provided for by this Agreement, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information.
Security Incident. We will report to you any discovered breach of security of unsecured, personally identifiable personal health information as required by the Federal Trade Commission’s Health Breach Notification Rule, and of other breaches of your personal information, as appropriate. YOU CONSENT TO RECEIVE SUCH NOTIFICATION IN ELECTRONIC FORM AT THE PRIMARY EMAIL ADDRESS PROVIDED ON THE ACCOUNT. If you want to receive such notification, if any, by first class mail, please send your request to [email protected].
Our Agents. We will ensure that any of our agents, suppliers, and vendors to whom we provide PHI for purposes of assisting us in providing the Spire Service, agrees to the same restrictions and conditions that apply to us with respect to such information, including the obligation to implement reasonable and appropriate safeguards.
You are responsible for your log-in credentials and for keeping your account information accurate.
You are responsible for any activity resulting from the use of your log-in credentials on the Spire Service.
By visiting the Site and creating a user account, you are responsible for maintaining both the confidentiality and security of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Spire of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Spire cannot and will not be liable for any loss or damage arising from your failure to comply with this Section and this Agreement. Your account designation/user ID, once received, can never be changed. Spire cannot and does not assume any responsibility or liability for any information you submit, or your or third parties' use or misuse of information transmitted or received using Spire tools, products and services.
Spire will never ask you for your password. Further, Spire will neither possess the ability to change your password, nor supply you with your password under any circumstance. It will be your sole responsibility to maintain the account password security and any changes to, or alterations thereof, must be completed while logged-in to your secure account. In the event you forget your password, you will be required to validate your identity and answer the self-created security questions established during account creation. Once this process is complete, Spire will send an email to you at the email address associated with the account with instructions on how to reset their password.
You further understand and agree to maintain all personal demographic information gathered while creating your secure account with Spire which may include, but is not limited to, legal name, home address, billing address, email address, any and all contact phone/fax numbers, credit card account numbers, medical record numbers, and medications/doses. Each user account can be tailored by the customer to upload, maintain and store health or other information. You acknowledge and agree that Spire, its employees, officers, directors, agents, and contractors, and all other persons or entities involved in the operation of Spire or of the Site shall have the right to access, transmit, receive, monitor, retrieve, store, maintain, and use the information in your account to provide the Services or Products and operate the Site, including but not limited to converting documents received on your behalf to an electronic format.
What can you do to protect your Privacy? In order to protect your privacy while using Spire:
You agree to use the site in a lawful manner and to refrain from using the Spire Site or Service in a way that will damage or interfere with the Site, the Service or others’ use of the Site or Service.
As a user of the Site, you agree that in connection with your use of the Site and the all content, you will not:
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
If you become aware of any conduct that violates these terms, we encourage you to contact Spire’s Customer Support Center at [email protected]. We reserve the right, but will have no obligation, to respond to such communications.
Use and Disclosure. We may use and process the health-related information posted to the Spire Service for the proper management, provision, and administration of the Spire Service and our business, and as required by law. We may also disclose health-related information if required by law or we obtain reasonable assurances from the recipient that such information will be held confidentially and used or further disclosed only as required by law or for the purpose for which we disclosed it. You agree that Spire may use and share de- identified health-related information to the fullest extent permitted by law.
Data Transfers at Your Request. We do not transfer health-related information to third parties, other than our vendors, suppliers and as required to process patient billing. We may transfer health-related information to third parties, including health plans, health-care clearinghouse, and others. You authorize us to make such transfers upon the request of you and the users who are acting under your account. You acknowledge that when you consent to transferring the information to third parties, we have no control over how those third parties will use and disclose the information.
Spire owns all of the content we create, but you may use it while you use the Spire Service. You cannot use our logo without our written permission.
The contents of the Spire Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Spire content (collectively, "Spire Content"). All Spire Content and the compilation (meaning the collection, arrangement, and assembly) of all Spire Content are the property of Spire or its licensors and are protected under copyright, trademark, and other laws (collectively, “the Intellectual Property”) Unless otherwise permitted by law, none of the Intellectual Property may be reproduced or used by you without Spire’s prior written permission.
Spire and Magnolia Ventures are trade names we own. Spire, the Spire logo, and other Spire logos and service names are or may be trademarks of Spire (the " Spire Marks"). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Spire Marks.
Do not send us your ideas for a new business or functionality. If you do, we can use them without compensating you.
Spire appreciates hearing from its users and welcomes your comments regarding the Spire Service. Please be advised, however, that Spire does not accept or consider creative ideas, suggestions, inventions, or materials ("creative ideas") other than those which we have specifically requested. While Spire values your feedback on our services, please be specific in your comments and do not submit creative ideas. If, despite this request, you send Spire creative ideas, Spire shall:
We authorize you, subject to this Agreement, to access and use the Spire Service and the Spire Content solely for your use of Spire's services, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Spire Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Spire Content on any copy you make of the Spire Content.
Subject to the terms herein, you are hereby granted a limited, non-transferable, and non-exclusive right until the Agreement terminates or expires to access and make personal use of the content and materials on the Site in the normal course of your use of the Site and not to download or modify the Site. This limited license does not include any commercial or resale use of its contents; any plagiaristic use of the Site or its contents. The Site and Services, in whole or in part, may not be reproduced, duplicated, sold, resold, licensed or otherwise exploited for any commercial purpose, unless otherwise specified in writing by Magnolia Ventures.
You understand that all information, data, text, software, photographs, graphics, video, messages or other materials (“User Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such User Content originated. This means that you, and not Spire, are entirely responsible for all User Content that you upload, post, email or otherwise transmit via the Site. Spire does not control the User Content posted via the Site and does not guarantee the accuracy, integrity or quality of such User Content. You understand that by using the Site, you may be exposed to User Content that is offensive, indecent or objectionable. Under no circumstances will Spire be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed or otherwise transmitted via the Site.
By submitting any User Content to the Site, you automatically grant, or warrant that the owner of such User Content has expressly granted, Spire the royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You hereby disclaim any right to any compensation from us in connection with our use in and to such User Content and you hereby irrevocably waive any claims based on moral rights or similar theories, if anY.
Spire offers free, but limited, storage of uploaded online photos to Users who maintain an active account. When you upload photo content to the Service, the original resolution and format of your photo content may be modified, depending on the upload speed you choose. Further, if you upload photos with very high resolution or bit-rate, Spire may in its discretion down-sample the photo content regardless of the upload speed you choose.
You should always preserve your original photo content, or make back-up copies of such photo content, on your personal system. You should not use the Service as the only repository or other source for your photo content.
The Site may provide links to other World Wide Web sites or resources. Spire has not reviewed these websites and is not responsible for the accuracy, content, privacy policies or availability of information found on websites that link to or from the Site. Spire cannot ensure that you will be satisfied with any products or services that you purchase from a third-party site that links to or from the Site or third-party content on our Site. Spire does not endorse any of the merchandise, nor has Spire taken any steps to confirm the accuracy or reliability of any of the information contained in such third-party sites or content. Spire does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against Spire with respect to such sites and third-party content. Spire strongly encourages you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.
You will sign up for an annual or monthly term when you subscribe to the Service, which will automatically renew at the end of the term. You may cancel at any time, but your subscription fees will not be refunded. Spire may terminate this Agreement if you violate the terms or if it stops providing the Service. If your Account or the Service is cancelled for any reason other than a violation of this agreement, you may still access the Site, and any records previously stored there after cancellation of your subscription, up to 3 days.
The Effective Date of this Agreement is the date on which you enroll with Spire and, subject to payment of applicable fees, you and authorized users may access and use the Spire Service:
You will choose the initial Term at the time you sign up for the Service. The initial Term will automatically renew for a Renewal Term equal in time to the initial Term unless terminated or cancelled in accordance with the terms of this Agreement.
Although we would hate to see you go, you can cancel your account at any time, preferably with a 30 day notice. Please note, Spire is a subscription service and charges will continue until you cancel the account. If you cancel before the end of your current Term or Renewal Term, you will not be refunded for unused months of your annual subscription, including the partial month in which your cancellation is received. Cancellation of a monthly subscription will not entitle you to a refund for any unused part of a month.
Notwithstanding anything to the contrary in this Agreement, Spire may immediately terminate this Agreement or suspend a subscriber’s account in the event that Spire determines, in its sole discretion, that a subscriber or a user of the subscriber’s account has violated a material provision of this Agreement, including failing to make timely payment for the right to access and use the Site. Spire reserves the right to refuse to provide the Spire Service to you in the future.
Additionally, Spire may stop providing the Service or portions of the Service for any reason, including (without limitation) that it's no longer feasible for us to provide it, the technology advances, customer feedback indicates a change is needed, or external issues arise that make it imprudent or impractical to continue. If the Spire Service is canceled, your right to use the Service will end immediately. Your ability to access and use some third-party programs may also end right away.
If your Account or the Service is cancelled for any reason other than a violation of this agreement, you may still access the Site, and any records previously stored there after cancellation of your subscription, up to 3 days. Spire will no longer collect additional records on your behalf, including records for visits with providers that may have occurred during the paid subscription- but where no record collection had been requested by you or initiated by us for that visit while the subscription was active. Spire will retain subscriber data in accordance with Spire’s data retention policy. After such period of retention, Spire shall destroy subscriber data.
The termination of this Agreement will not affect any provision of this Agreement which, by its wording or its nature, is intended to remain effective and to continue to operate in the event of termination of this Agreement, and will not prejudice or affect the rights of any party against another with respect to any breach of the terms and conditions of this Agreement. Notwithstanding the foregoing, the provisions of Sections 9.1 (Spire Content and Intellectual Property), 12 (Indemnification), 13 (Waiver, Release and Limitation of Liability), 14 (Arbitration) and 15 (Miscellaneous) will survive Termination of this Agreement.
THE SPIRE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, USEFULNESS, ADEQUACY OR SUITABILITY OF THE CONTENT.
We reserve the right to: (i) revoke any offer stated on the Site; (ii) correct any errors, inaccuracies or omissions; and (iii) make changes to prices, content, promotions, Product or Service descriptions or specifications, or other information on the Site.
Spire cannot and will not warrant against human and machine errors, omissions, delays, interruptions or losses, including loss of data or inability to access data. Further, Spire cannot and does not warrant or guarantee that the functions or services performed on the Spire Site will be uninterrupted or error-free, or that defects in the Site or Service will be corrected.
Spire cannot and will not guarantee that any one or all of your healthcare providers will transmit all or any portion of your medical records or other health information. You should not rely exclusively on the content in the Site to describe accurately and completely your past, present, or future physical or mental health or condition or the provision of health care to you.
Spire will not independently and separately verify the truth and accuracy of information supplied by your healthcare providers or entered by you. Information that is submitted by your healthcare providers or entered by you or your designee will be considered by Spire as accurate and complete. You and your healthcare providers are solely responsible for identifying and correcting any and all errors in information stored on or in the Spire Service.
Subscribers and authorized users of the Spire Service are solely responsible for maintaining a means external to Spire for the reconstruction of any lost data.
Spire cannot and will not guarantee or warrant that files available for downloading from the Service will be free of infection by viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties.
Spire cannot and will not assume any liability for any of the User Content on the Site. You are solely responsible for Your User Content on the Spire Service.
Neither Spire nor its affiliates, officers, directors, shareholders, employees, independent contractors, telecommunications providers, or agents shall be liable for any damages, including but not limited to direct, indirect, incidental, consequential, or punitive damages arising out of your use of third-party material or third-party sites that are linked to the Site.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Spire Site or Service, including, but not limited to, your User Content, any use of the Spire Content, Service and Products other than as expressly authorized in this Agreement.
SPIRE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; SPIRE FURTHER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY FAILURES, DELAYS, MALFUNCTIONS, OR INTERRUPTIONS IN THE DELIVERY OF ANY CONTENT CONTAINED ON THE SITE; ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE CONTENT PROVIDED ON THE SITE; ANY LOSSES OR DAMAGES ARISING FROM RELIANCE ON DATA IN A SPIRE ACCOUNT FOR HEALTH TREATMENT; OR ANY CONDUCT BY USERS OF THE SITE, EITHER ONLINE OR OFFLINE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, ALL SERVICES AND PRODUCTS AND ANY THIRD PARTY WEB SITES AND THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
YOU AGREE THAT SPIRE’S ENTIRE LIABILITY AND YOUR SOLE REMEDY FOR ALL CLAIMS SHALL BE LIMITED, IN THE AGGREGATE, TO THE LESSER OF (I) USD $150.00, OR (II) THE TOTAL AMOUNT OF MONEY YOU PAID TO SPIRE IN THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE INCIDENT ON WHICH YOUR ALLEGED CLAIM IS BASED.
YOU ACKNOWLEDGE AND AGREE THAT, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF, RELATING TO, OR CONNECTED WITH YOUR USE OF THE SITE, MUST BE FILED WITHIN ONE (1) CALENDAR YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, OR FOREVER BE BARRED.
WE ARE NOT RESPONSIBLE FOR ANY DISPUTES OR DISAGREEMENTS BETWEEN YOU AND ANY THIRD PARTY WITH WHOM YOU INTERACT USING THE SPIRE SERVICE. YOU ASSUME ALL RISK ASSOCIATED WITH DEALING WITH THIRD PARTIES. YOU AGREE TO RESOLVE DISPUTES DIRECTLY WITH THE OTHER PARTY. YOU RELEASE SPIRE OF ALL CLAIMS, DEMANDS, AND DAMAGES IN DISPUTES AMONG USERS OF THE SPIRE SERVICE. YOU ALSO AGREE NOT TO INVOLVE US IN SUCH DISPUTES.
We are located in California, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Spire Service.
IN THE EVENT OF A DISPUTE, THE PARTY WITH THE CLAIM MUST GIVE THE OTHER PARTY A NOTICE OF DISPUTE, WHICH IS A WRITTEN STATEMENT THAT SETS FORTH THE NAME, ADDRESS AND CONTACT INFORMATION OF THE PARTY GIVING IT, THE FACTS GIVING RISE TO THE DISPUTE, AND THE RELIEF REQUESTED. DELIVERY OF ANY NOTICE OF DISPUTE WILL BE IN ACCORDANCE WITH SECTION 15.5 (NOTICES) OF THIS AGREEMENT. YOU AND SPIRE WILL ATTEMPT TO RESOLVE ANY DISPUTE THROUGH INFORMAL NEGOTIATION WITHIN 60 DAYS FROM THE DATE THE NOTICE OF DISPUTE IS SENT. AFTER 60 DAYS, YOU OR SPIRE MAY COMMENCE ARBITRATION.
IF YOU AND SPIRE DO NOT RESOLVE ANY DISPUTE BY INFORMAL NEGOTIATION, ANY OTHER EFFORT TO RESOLVE THE DISPUTE WILL BE CONDUCTED EXCLUSIVELY BY BINDING ARBITRATION. YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. INSTEAD, ALL DISPUTES WILL BE RESOLVED BEFORE A NEUTRAL ARBITRATOR, WHOSE DECISION WILL BE FINAL EXCEPT FOR A LIMITED RIGHT OF APPEAL UNDER THE FEDERAL ARBITRATION ACT. ANY COURT WITH JURISDICTION OVER THE PARTIES MAY ENFORCE THE ARBITRATOR’S AWARD.
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Spire will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer-Related Disputes will also apply. For more information, see www.adr.org or call 1-800-778-7879. The arbitration will take place in the state of California. You may request a telephonic or in-person hearing by following the AAA rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim.
1. YOU MUST CONTACT SPIRE WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE A CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE.
To the extent this Agreement conflicts with the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes, this Agreement will govern.
If the class action waiver in Section 14.4 is found to be illegal or unenforceable as to all or some parts of a dispute, then Section 14 will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of Section 14 is found to be illegal or unenforceable, that provision will be severed with the remainder of Section 14 remaining in full force and effect.
This constitutes the entire agreement and understanding between the you and Spire with respect to the Services; the Agreement is governed by the State of California and any required notices will be provided as stated herein.
15.1 Applicable Law. This Agreement is governed by and is to be construed according to the laws of the State of California, without regard to that State’s conflicts of law principals.
15.2 Third Party Rights. The provisions of paragraphs 12 (Indemnification) and 13 (Waiver, Release and Limitation of Liability) are for the benefit of Spire and its officers, directors, employees, and agents, and its affiliates, Information Providers, Suppliers, and their respective officers, directors, employees, and agents. Each of these individuals or entities will have the right to assert and enforce those provisions directly against you on its own behalf.
15.3 Nonwaiver. Spire’s failure to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights herein will not be construed as a waiver of any provision or relinquishment to any right to assert or rely upon such provisions or rights on any future occasion.
15.4 Assignment. Spire may assign its rights and obligations under this Agreement to any party at any time without notice. Commencing immediately upon such assignment, Spire will be relieved of any further obligation hereunder.
15.5 Notice. Any notice which may be or is required to be given under this Agreement must be in writing and must be sent by first class mail, fax, courier, as an electronic record attached to an e-mail or sent to the Subscriber’s Site message box. All notices will be effective upon receipt by the party at each party’s address as follows:
If by means of electronic mail, to the most recent e-mail address provided by the Subscriber at the time of registration or modification of the Subscriber’s profile.
If by means of first class mail, fax, or courier, to the Subscriber’s address on file in Spire’s account information.
1150 Yale Street, Suite #4
Santa Monica, CA 90403
Or [email protected]
15.6 Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions hereof, but such invalid or unenforceable provision will be deemed modified to the extent necessary to render it valid or enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.
15.7 Force Majeure. Neither Party will be liable for any performance failure or delay for any cause beyond that Party’s reasonable control.
15.8 Entire Agreement. This Agreement, as amended from time to time, constitutes the entire agreement and understanding between the parties with respect to the services, responsibilities, and obligations specified and agreed upon in this Agreement and supersedes all prior oral or written agreements and understandings between the parties with respect to such services, responsibilities, and obligations.
Last updated: 01/15/2014
THE SPIRE SUBSCRIBER AGREEMENT WILL GOVERN A SUBSCRIBER’S USE OF THE SPIRE SERVICE.
We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.
To access some of the resources the Site offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. You agree that all information you provide to this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Statement , and you consent to all actions we take with respect to your information consistent with our Privacy Statement.
The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Spire, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You must not:
You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.
Spire and Magnolia Ventures are trade names we own. Spire, the Spire logo, and other Spire logos and service names are or may be trademarks of Spire (the "Spire Marks"). You must not use the Spire Marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.
Additionally, you agree not to:
We have the right to:
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 on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/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 THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
All information we collect on this Site is subject to the Spire Privacy Statement . By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Statement.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. However, you must not:
If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. If you decide to access any of the third party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Site is based in the state of California in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT 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.
THE COMPANY 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.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS 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 SITE, ANY SITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, 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, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
This Site is operated by Magnolia Ventures Inc. DBA Spire, a California corporation, having a place of business at 1150 Yale Street, Suite #4. Santa Monica, CA 90403.
All feedback, comments, requests for technical support and other communications relating to the Site should be directed to [email protected].