Thank you for using MessagePay. By using MessagePay, you agree to our Terms of Service, which is a legal agreement. If you are using MessagePay for an organization, you are agreeing on behalf of that organization. Our Terms of Service apply to your use of our Website and Services.

Definitions
When we say, “we,” “our,” or “us,” we’re referring to Spera, Inc., a Delaware corporation, our employees, directors, officers, affiliates, and subsidiaries.
When we say “you” or “your,” we are referring to the person or entity that’s registered with us to use the Spera Services.
When we say “Terms,” we mean our Terms of Service, which includes our Privacy Policy.
When we say “Website,” we mean our website located at Spera.io, including all subdomains and sites associated with those domains, and other Website that we operate now and in the future.
When we say “Website,” we mean our website located at Spera.io, including all subdomains and sites associated with those domains, and other Website that we operate now and in the future.
When we say “Services,” we mean our Website, Application Programming Interfaces (APIs), applications, our content, and various third-party services that make up Spera.
When we say “Spera,” we mean our Website and Services collectively.
When we say “information,” we mean all of the different forms of data that you provide us and that we collect from you from your use of the Services, your software, and your devices.

General Rules
To use Spera, you must
(a) be at least eighteen(18) years of age;
(b) complete the registration process;
(c) provide current and accurate information;
(d) agree to these Terms; and
(e) promise to follow these rules:

You are responsible for all content you provide and for all of your activities on Spera;
You will use Spera in compliance with all applicable laws, rules, and regulations;
You will not use Spera to solicit the performance of any activity which infringes our rights or the rights of others; and
You will not use Spera to upload, transmit, or otherwise distribute any objectionable content, as solely determined by us.

If you violate any of the statements above or any of the rules in these Terms, we may terminate your account. Your actions may also subject you to legal consequences.
As long as you comply with our Terms of Service, we grant you a non-exclusive, non-transferable, limited license to use Spera. Your use of Spera is at your own risk.

Intellectual Property
You own your content. We do not represent any ownership or claim any intellectual property rights over the information that you provide or that is provided to us.
We own Spera and our Services. You may not copy, reproduce, alter, modify, resell, mirror, or create derivative works of Spera, our Services, or our content on Spera without our written permission.
You grant to us a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into Spera or otherwise use any suggestions, enhancement requests, recommendations or other feedback that we receive from you or your agents.

Passwords and Accounts
You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to. You agree to notify us immediately of any unauthorized use of your account(s). We’re not responsible for any losses due to stolen or hacked passwords.
You will not represent that you are any other individual or entity unless such individual or entity has given you written permission to act on their behalf.

Payment Terms
If your use of our Services requires either a one-time payment or subscription payments, the following terms apply. This agreement also incorporates by reference and includes the order and payment terms provided to you on the Website for the Services.
All payments will be billed in U.S. dollars. Your ability to use the Services starts as soon as your initial payment is processed. If your subscription is a month-to-month term, you’ll be charged the rate stated at the time you sign up for the Services, every month, until you cancel. If you cancel within 14 days of your order, you will receive a full refund. If you cancel after 14 days, your payment is non-refundable and your service will continue until the end of the applicable billing period.
You must pay with a valid credit or debit card and you agree to keep your payment information current, accurate and complete. If you do not keep your payment information current, accurate and complete, we may suspend or terminate your ability to use the Services.
You authorize us to keep your payment information on file and to initiate debits as agreed in your order information, on the product pages of the Website, or consistent with our prevailing billing practices related to the Services.
In order to avoid interruption of your use of the Services, we may participate in programs supported by your payment card provider (e.g. updater services, recurring billing programs, etc.) and you authorize us to continue billing your account if we update your billing information with information obtained from those programs.
We will automatically renew your access to our Services for equivalent periods at the then-prevailing rates, unless the Services are otherwise cancelled or terminated as set forth in this agreement.
All fees charged, if any, are exclusive of all taxes or duties imposed by governing authorities. You are solely responsible for payment of all such taxes or duties.
We reserve the right to change service fees upon thirty (30) days notice. Such notice may be provided at any time by posting the changes to Spera or by email.

Cancellation and Termination
You are solely responsible for the proper cancellation of your account. You may cancel your account at any time by logging into the Website and closing your account. An email or phone request to cancel your account is not considered cancellation.
In the event of cancellation or termination your account will be immediately disabled, and your account and information cannot be recovered once the account is closed. We retain the right to retain or delete data provided to us by you at our sole discretion.
We also reserve the right, but do not have any obligation, to refuse service to anyone and close your account(s) without notice for any or no reason at all.

Indemnification
You agree to indemnify and hold us harmless from any and all demands, loss, liability, claims or expenses (including attorneys’ fees) made against us by any third party due to or arising out of or in connection with your use of Spera.

Representations and Warranties
To the maximum extent permitted by law, we provide Spera on an “as is” and “as available” basis, which means we don’t provide warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose and to any warranties that
(i) Spera will meet your specific requirements,
(ii) Spera will be uninterrupted, timely, secure, or error-free,
(iii) the results that may be obtained from the use of Spera will be accurate or reliable,
(iv) the quality of any products, services, information, or other material purchased or obtained by you through Spera will meet your expectations, and
(v) any errors in Spera will be corrected.

Limitation of Liability
To the fullest extent permitted by law, you assume full responsibility for and we disclaim liability to you for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if we had been advised of the possibility of such damages.
We disclaim any and all liability for the acts, omissions, and conduct of any third parties related to your use of Spera and any linked sites and services. Your sole remedy against us for dissatisfaction with Sperais to stop using Spera. This limitation of relief is a part of the bargain between you and us. The preceding disclaimer applies to any damages, liability, or injuries whether for breach of contract, tort, negligence or any other cause of action.
If, notwithstanding the other provisions of the Terms, we are found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Website or any of our Services, our liability shall not exceed what you paid us for the Services in the previous month. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

Governing Law; Dispute Resolution
You agree that all matters relating to your access to or use of Spera, including all disputes, will be governed by the laws of the United States and by the laws of the State of Utah without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Salt Lake City, Utah, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.
No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between us and you arising out of or in connection with your use of the Website or Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Force Majeure
You agree that we are not liable for any delays or failure in performance of any part of the Services, from any cause beyond our control.

Severability
If one or more sections of the Terms are held unenforceable, then those sections will be removed or edited as little as necessary, and the rest of the Terms will still be valid and enforceable.

Assignments
You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

No Waiver
Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

Entire Agreement
These Terms and all documents incorporated into these Terms by reference constitute the entire agreement between you and us and govern your use of Spera, superseding any prior agreements between you and us (including, but not limited to, any prior versions of the Terms of Service).

Amendments and Changes to Spera
We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms, at any time. Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. Unless explicitly stated otherwise, any new features that augment or enhance Spera shall be subject to the Terms.
It is your responsibility to check the Terms periodically for changes. Your continued use of Spera following the posting of changes will mean that you accept and agree to the changes.
We reserve the right to do any of the following, at any time, without notice to you:
(1) to modify, suspend or terminate operation of or access to Spera, or any portion of Spera for any reason;
(2) to modify or change Spera, or any portion of Spera, and any applicable policies or terms; and
(3) to interrupt the operation of Spera, or any portion of Spera, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Questions
If you have any questions or concerns about the Terms, please email us at team@messagepay.com