By clicking the ‘I Agree with SpectraPass’s Terms & Conditions’ button, you agree to be bound by these Terms at the date you register as a customer of SpectraPass LLC, a Nevada corporation We” or “SpectraPass” or “Us” or “Our”.
YOUR USE OF THE SERVICES IS CONTINGENT UPON YOUR ACCEPTANCE OF THE TERMS OF THESE TERMS. READ THESE TERMS CAREFULLY BEFORE ACCESSING AND USING THE PLATFORM. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND US. BY ACCEPTING THESE TERMS (INCLUDING ELECTRONICALLY OR VIA CLICKWRAP) OR ENTERING INTO A WRITTEN ORDER OR SIMILAR DOCUMENT WITH US THAT REFERENCES THESE TERMS BELOW, YOU AGREE TO BE BOUND BY THESE TERMS.
Any order for the Services (the “Order”) shall incorporate and be governed by these terms and conditions (“Terms”) and is binding on all those who access, visit and/or use the Service, whether acting as an individual or on behalf of an entity (collectively, “Customer”, “you” or “your”).
SpectraPass’s proprietary mobile and web application person pass management platform (the “Platform”) creates and manages personal passes for entry or service (the “Passes”) by different service providers (the “Service Providers”) as agreed to by you in the applicable order (the “Services”). The Platform is hosted on our servers, based in the United States and is made available to you through our website at https://SpectraPass.com or mobile apps.
SpectraPass hereby grants you a non-exclusive, non-assignable and non-transferable right during the Term (as defined below) to access and use the Platform to store all your Passes for access to Service Providers’ services and solely in compliance with these Terms. All rights that are not expressly granted to you are reserved by SpectraPass.
You are solely responsible for your use of the Platform and by any of your employees, agents or any other person, whether authorized or not. You shall not allow any third party to use or gain access to Platform.
You shall not permit any third party to use or access SpectraPass, keep your password to access the Platform secret for this purpose and shall use all reasonable security measures to protect against such unauthorized usage and/or access.
When accessing and using the Platform, you must observe the technical requirements and specifications of SpectraPass for storing your. You are obliged to operate your systems and software so that neither the safety, nor integrity nor availability of the Platform is affected. SpectraPass is permitted to carry out measures, which are required to secure the system integrity of the Platform or systems or third parties.
You shall provide SpectraPass with true, accurate and current information and shall maintain all account information, ensuring it is true and up-to-date.
You shall have sole responsibility for all text, Passes, and images (“Customer Content”), generated using the Services.
You are solely responsible for the accuracy, quality, integrity, legality and intellectual property ownership to all Customer Data (as defined below), and SpectraPass shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
Your Customer Content shall comply with all requirements set forth by third party service providers, including the trademark policies, service or access guidelines and other limitations posted therein. You hereby authorize SpectraPass to allow Customer Content to be stored and included in the Services.
When acting on behalf of another party (whether they be an individual or a company), you represent and warrant that you have full legal authority to enter into a contract with us on behalf of that party.
You shall not use the Platform for any illegal, obscene, offensive or immoral purpose.
You shall ensure that all materials provided by You are free from viruses, worms, Trojan horses and other malicious code.
The Customer will be solely responsible for the username and password of the account. The Customer is responsible for the accuracy and veracity of the personal data provided in the sign up and for future modifications and must inform of such changes and update them.
You will own and maintain ownership of any Customer Profile and Personal data, information, Pass data, or material that you submit to us during our provisioning of the Service to you (collectively, the “Customer Data”).
You hereby grant us a worldwide, royalty-free, non-exclusive right during the Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (I) using, placing and processing your Customer Data in connection with providing the Services to you; and (ii) storing or hosting the Customer Data in a remote database or on the SpectraPass website or mobile app for access by You.
Your private Customer Data is accessible only to you and persons explicitly authorized by you and you hereby confirm and agree that SpectraPass has the right to use your Customer Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its Services so long as such metrics, data and trends do not contain uniquely identifiable Customer or the Customer Data.
For the avoidance of doubt you acknowledge and agree that all data related to your use of the Services, not including Customer Data, shall be owned by SpectraPass.
We reserve the right to modify the Terms with effect for the future without notice and without liability.
In its performance of the Services, we are a contractual partner of the Service Provider(s). Furthermore we do not act for the Service Provider and/or you as an advisor, agent, trustee, proxy or similar. The contracts between us and the Service Providers as well as between us and you are contracts sui generis, governed by these Terms.
We have no obligation to review your use of the Platform. We do not control, nor are we to be held responsible for your use of the Platform or any other content that you send or receive through the Platform.
You shall not rent, lease, sublicense, distribute, transfer, provide access to, copy or modify the Platform. You shall not adapt the Platform in any way or use it to create a derivative work. You shall not translate, decompile, or create or attempt to create, by way of reverse engineering or otherwise, the source code of the Platform.
All algorithms, techniques, ideas, methods of computation and data processed by SpectraPass to create, optimize and measure advertising campaigns or any other data of statistical nature necessary for the proper functioning of the Platform or a feature thereof, are and shall remain our sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. We reserve all rights not expressly granted to You herein.
You agree that during the course of this Agreement, information that is confidential or proprietary may be disclosed between us, including but not limited to, software, technical processes, formulas, source code, sales, costs, other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Each party agrees that it shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the other party’s Confidential Information to third parties except as expressly provided for herein. Each party agrees to secure and protect the other party’s Confidential Information in a manner consistent with the maintenance of the other party’s rights therein. Without limitation of the foregoing, each party shall advise the other party immediately if such party learns or has reason to believe that any person to whom such party has given access to the other party’s Confidential Information has violated or intends to violate the confidentiality of such Confidential Information or the other party’s proprietary rights. Each party agrees to maintain the confidentiality of the other party’s Confidential Information using at least as great a degree of care as such party use to maintain its own confidential information, and in no event less than a reasonable degree of care.
Each party acknowledges that the disclosure of any aspect of the other party’s Confidential Information or any other Confidential Information of the other party referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages to law, and the other party is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, we may immediately terminate your account and all license rights granted herein, in the event you breach any of your confidentiality obligations herein.
Pricing is based on your chosen plan, and reflects the offering shown on our website.
You shall be prompted to enter payment information upon the registration of your account, before the account can be used. You must provide SpectraPass with a valid credit card or bank automatic clearing house validation as a condition to signing up for the Services. You represent that you are authorized to provide any credit card or bank account information you use to sign up for the Services.
You shall pay all fees to your account in accordance with the fees and billing terms in the applicable Order.
The first billing period begins on the date of registration as an SpectraPass customer and ends the day before the date of the following month that corresponds to the date of registration. Subsequent billing periods shall begin on the date of each month that corresponds to the date of registration and end the day before that date in the following month.
SpectraPass's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. SpectraPass reserves the right to suspend the Services if you are late paying the fees for an Order.
These Terms are effective on the date you click the ‘I Agree with SpectraPass’s Terms & Conditions’ button and shall continue and shall continue until terminated as specified herein. Upon the expiration of the initial term of any Order or any renewal term (if the Order doesn’t specify the term then the term shall be for 30-days), unless either party provides the other with written notice of its election not to renew such Order at least thirty (30) days prior to such renewal date, the Order Form will automatically renew, for 30-days at the rates then specified on SpectraPass's website (the “Term”).
Either party may terminate without liability these Terms at any time by providing notice to the other party. Any Order in effect at the time of a termination of these Terms in accordance with the preceding sentence shall remain in effect and continue until completion of the term of such Order and shall be governed by these Terms.
Either party may terminate these Terms or any Order (i) immediately in the event of a material breach of this Agreement or any such Order by the other party that is not cured within thirty (30) days of written notice thereof from the other party, or (ii) immediately if the other party ceases doing business is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. The parties' rights and obligations under Sections 6, 7, 8, 9(2), 10(2), 10(3), 11 and 12 will survive termination or expiration of this Agreement.
In the event of any termination, you shall not be entitled to any refunds of any fees. Any outstanding balance for your use of the Platform rendered through the date of termination, and any other unpaid payment obligations incurred during the remainder of the billing period, shall be immediately due and payable in full. All data, files, or other information stored in your account shall not longer be available to you.
The termination of these Terms shall automatically, and without further action by us, terminate and extinguish Your right to use the Platform.
We represent and warrant that (i) we have all necessary permits, licenses, and clearances to make the Platform available to you hereunder, and (ii) subject to the terms of these Terms, we will provide the Platform to you in a timely manner, using all reasonable skill and care, in accordance with prevailing industry standards.
SPECTRAPASS, OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, USERS AND AGENTS (COLLECTIVELY “THE SPECTRAPASS PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES (INCLUDING CLIENTS).
THE SPECTRAPASS PARTIES DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF SPECTRAPASS (B)THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF SPECTRAPASS, (C) THE REQUIREMENTS OR EXPECTATIONS OF THE SERVICES, OR (D) THE PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. EXCEPT FOR THE WARRANTIES PROVIDED HEREUNDER, THE PLATFORM IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SPECTRAPASS AND ITS LICENSORS.
IN NO EVENT SHALL THE SPECTRAPASS PARTIES BE LIABLE, whether based on any contract, warranty, tort (including, without limitation negligence), strict liability or other legal or equitable theory, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE SPECTRAPASS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL, CUMULATIVE LIABILITY OF THE SPECTRAPASS PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED the amounts paid by (and not otherwise refunded to) YOU to SPECTRAPASS under any Order for the Services which form the subject of the claim in the twelve month period preceding the event which gave rise to the claim, whether such liability is based on an action in contract, warranty, strict liability or tort (including, without limitation, negligence) or otherwise.
These Terms shall be governed and construed in accordance with the laws of the State of Nevada, excluding its choice-of-law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of State of Nevada, excluding that state’s choice-of-law principles.
Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.
These Term shall be binding upon and for the benefit of that parties and their permitted successors and assigns. Either party may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets.
Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either party to exercise any of its rights under these Terms will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of these Terms will not affect the validity or enforceability of any of the other provisions hereof, and these Terms will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.