Terms of Service

Last Updated: October 19, 2023

Please read this Terms of Service and End User License Agreement (the “Agreement”) carefully. Your use of the App or Website (each as defined below) constitutes your consent to this Agreement.

This Agreement is between you and Live.Give.Save, Inc. d/b/a Spave (“Spave,” “Company,” or “we” or “us”) concerning your use of (including any access to) the Spave® mobile application (together with any materials and services available therein, and successor app(s) thereto, the “App”) and Company’s website, located at https://www.spave.io (the “Website”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company through the App or on our Website, or otherwise made available to you by Company.

Please read this Agreement carefully before you start to use the Website or App. By using the Website or App, you accept and agree to be bound and abide by this Agreement and our Privacy Policy, found at https://www.spave.io/privacy, incorporated herein by reference. If you do not want to agree to this Agreement or the Privacy Policy, you must not access or use the Website or App.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 26 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, AND INCLUDES A WAIVER OF ANY RIGHT TO A JURY TRIAL OR OTHER COURT PROCEEDINGS OR CLASS ACTIONS OF ANY KIND.

Your Use of the Services. In order to use most aspects of the App, you must register for and maintain an active account (“Account”). Account registration requires you to submit certain personal information, such as your name and e-mail address, address, social security number, date of birth, and other personally-identifiable information. You also must provide current and accurate information regarding your bank and financial institution accounts, to the extent you wish to use our App’s primary functionality. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the App and its related services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.
Changes. We may amend, modify or replace this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement on the App or on the Website. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes; however, your use of the App following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the App (including access to the App via any third-party links) or offer opportunities to some or all App users.
Information Submitted Through the App. Your submission of information through the App is governed by our Privacy Policy, located at www.spave.io/privacy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the App is and will remain accurate and complete, and that you will maintain and update such information as needed.
Jurisdictional Issues. The App and the Website are controlled and operated from the United States and are not intended to subject Company to any non-U.S. jurisdiction or law. The App, the Website, and/or certain products or services available through the App, may not be appropriate or available for use in non-U.S. jurisdictions. Any use of the App, the Website, or any such products or services is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the App’s or the Website’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
No Financial, Investment, Legal, Accounting or Tax Advice. The App and Website are intended solely for general informational purposes, and to provide you a tool in your financial management and charitable giving. The App and Website, however, do not, and should not be construed to, constitute or provide any financial, investment, legal, accounting, tax or other advice. Although we may from time-to-time provide you with insights and analysis into your spending trends or suggest financial-type products, you should not rely upon or otherwise use the App or the Website in connection with making any decisions or evaluating any financial, investment, legal, accounting, tax or other issues. We encourage you to consult financial, investment, legal, accounting and tax advisors with respect to any such matters. In addition, please note that nothing available through the App or Website is an offer to sell, or a solicitation of any offer to buy, any financial products, nor should any such content be used as the basis of any investment or other financial decision.
Access Requirements and Conduct. The App and Website are not available for use by persons under the age of 18, and you must be at least 18 years of age to obtain an Account. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to access the App and Website or use our services. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the App and Website, and you may only use the App and Website for lawful purposes. In certain instances, you may be asked to provide proof of identity to access or use the App and Website, and you agree that you may be denied access to or use of the App and Website if you refuse to provide proof of identity.
Network Access and Devices. You are responsible for obtaining the data network access necessary to use the App. Your mobile network’s data and messaging rates and fees may apply if you access or use the App from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the App. Spave does not guarantee that the App, or any portion thereof, will function on any particular hardware or device. In addition, the App may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications, over which Spave has no control.
Rules of Conduct. You represent, warrant, and agree that in connection with the App and the Website, you must not:
1. Post, transmit or otherwise make available through or in connection with the App any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, vulgar, indecent, pornographic or otherwise objectionable; (d) false, inaccurate or misleading; (e) promoting any illegal activity, or advocate, promote, or assist any unlawful act; (f) intending to impersonate any person, or misrepresent your identity or affiliation with any person or organization; or (g) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
2. Post, transmit or otherwise make available through or in connection with the App any virus, worm, Trojan horse, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
3. Use the App for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.
4. Harvest or collect information about users of the App.
5. Interfere with or disrupt the operation of the App or the servers or networks used to make the App available, including by hacking or defacing any portion of the App; or violate any requirement, procedure or policy of such servers or networks.
6. Restrict or inhibit any other person from using the App or the Website.
7. Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the App except as expressly authorized herein, without Company’s express prior written consent.
8. Reverse engineer, decompile or disassemble any portion of the App or the Website, except where such restriction is expressly prohibited by applicable law.
9. Remove any copyright, trademark or other proprietary rights notice from the App or the Website.
10. Frame or mirror any portion of the App or the Website, or otherwise incorporate any portion of the App or the Website into any product or service, without Company’s express prior written consent.
11. Systematically download and store App or Website content.
12. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather App or Website content, or reproduce or circumvent the navigational structure or presentation of the App or the Website, without Company’s express prior written consent.
13. Otherwise attempt to interfere with the proper working of the Website or App.

Violation of any one or more of the foregoing rules may result in Spave withdrawing your ability to access or use the App.

9. Products. The App and the Website may suggest, promote or make available listings, descriptions and images of goods or services (collectively, “Products”), as well as references and links to Products. Such Products may be made available for any purpose, including general information purposes. The availability through the App or the Website of any listing, description or image of a Product does not imply our endorsement of such Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Product (including the validity of any associated coupon or discount) is subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the possession, use and sale of any Product.

WE HAVE NO RESPONSIBILITY OR LIABILITY TO USERS OF THE APP OR THE WEBSITE FOR ANY SUCH THIRD-PARTY PRODUCTS, EXCEPT AS EXPRESSLY ACCEPTED HEREIN.

10, Subscriptions. You have the option to purchase a paid subscription to gain access to extra features in the App. You will only have access to such extra features while your paid subscription is active. You may have access to a free trial period of the paid subscription features, which automatically converts to a paid [30-day] subscription term after a certain period of time. In such instances, you can disable the automatic conversion by cancelling your subscription, as described below, prior to the date of conversion. Subscriptions are available for lengths of either 30 days, 90 days, or 1 year. Full payment must be made at the time of sign-up. All sales are final and refunds are not available. You can purchase the subscription through the Google Play or Apple App Store on your device. Please note your purchase will be subject to Apple’s or Google’s payment policy, as applicable depending on which app store you make your purchase through, which also may not provide for refunds. Unless otherwise stated, all subscriptions are automatically renewing for the same term as your initial subscription length. You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the payment method you provided at sign-up. To cancel your subscription please do so through your subscription settings in the Google Play or Apple App Store. Spave does not offer partial cancellations, upon cancellation your subscription will remain active through the end of your paid term. You are responsible for all applicable fees and charges incurred, including applicable taxes, in connection with all subscriptions purchased by you. We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these in this Agreement any price changes or material changes to your subscription plan will take effect following notice to you.

11. Third-Party Services. Your use of the services provided through the App require you to accept the terms and services of our third-party service providers. These providers make available to us certain functionalities critical to our services. In particular, we have engaged the following providers:

Dwolla. In order to use the payment and funds transfer functionality of the App, you must open a “White Label” account provided by Dwolla, Inc. (“Dwolla”) and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize Spave to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the App, and Dwolla account notifications will be sent by Spave, not Dwolla. Spave will provide customer support for your Dwolla account activity, and can be reached at Support@spave.io, or through the App.
Plaid. Spave uses Plaid, Inc. (“Plaid”) to gather your data from financial institutions and check the balance of your funding account before initiating any transfers of funds. By using our service, you grant Company and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with its user terms and conditions, available at https://plaid.com/legal/.
MakeMyDonation. MakeMyDonation is a donation processing service that we use to ensure that donations made by our users are 100% tax-deductible. MakeMyDonation is, essentially, an intermediary between your financial institution and the charities you select. As such, by setting up your account to provide for charitable contributions, you grant us the right to share your information with MakeMyDonation. You would also authorize MakeMyDonation to carry out charitable contributions on your behalf, in accordance with its user Terms and Conditions, available at https://makemydonation.org/terms-and-conditions/.

13. Transactions. The App may allow you to enter into transactions with third parties, including in connection with Products. ANY SUCH TRANSACTIONS ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTY AND COMPANY HAS NO RESPONSIBILITY OR LIABILITY TO USERS OF THE APP WITH RESPECT TO ANY SUCH TRANSACTIONS, INCLUDING WITH RESPECT TO THE PROCESSING OF ANY PAYMENTS FOR SUCH TRANSACTIONS.

14. Appointment of Agency. By using the App, you authorize us to obtain, subject to our Privacy Policy, but without any time limit or the requirement to pay any fees, information about you and about any accounts you have linked in the App (“Financial Information”) from the financial institution(s) holding such linked accounts and/or from other third-party websites, databases and other services, for purposes of providing the App and related services to you. For purposes of this Agreement, and solely for purposes of providing the App and related services to you, you appoint Spave as your attorney-in-fact and agent to access third-party websites, databases and other services, and to access, retrieve and use your Financial Information, and you grant to Spave the full power and authority to do and perform all things necessary in connection with such activities, as you could do in person. You acknowledge and agree that when we are accessing, retrieving and using Financial Information, we are acting as your agent, and not as the agent of or on behalf of the third party that we access Financial Information from or to which we provide Financial Information. We are not obligated to review Financial Information for any purpose, including, but not limited to, for ensuring accuracy, legality, or non-infringement. You agree that other third parties shall be entitled to rely on the foregoing authorization and appointment granted by you. As between Company and our third-party service providers, Company owns all Financial Information.

15. License/User Content. You retain ownership of any content you create and contribute to any interactive features of the App or the Website (your “Submissions” or “Content”). For each Submission, however, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sub-licensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit the Content thereof, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the App or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the App, are complete and accurate, and comply in full with the Rules of Conduct set forth above. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

We reserve the right to remove any Content from Website or App at any time, in our sole discretion, including (without limitation) because we believe it may infringe another party’s rights. When we discover or become aware of a rights violation or any of our terms or policies (including, without limitation, the Rules of Conduct stated above in Section 8), we may remove your Content from the Website or App, in whole or in part, or make it inaccessible to others. We reserve the right to terminate your Account and your use of our products and services if you violated this policy.

16. Data Ownership. You acknowledge that Spave owns all right, title and interest in and to any data that is collected by us based on your use of and interaction with the Website or App, including user behavior. You also acknowledge that Spave may use such data for any lawful purpose that complies with our Privacy Policy, including without limitation to:

Provide our products and services to you and others;
Develop, monitor and improve our products and services;
Conduct routine security inspections and prevent unauthorized use of the App or Website, as well as other channels through which we may provide services; and
Collect, develop, create, extract or generate statistics and compile, synthesize and analyze such statistical data.

17. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the App, or analyze your access to or use of the App. We may disclose information regarding your access to and use of the App, and the circumstances surrounding such access and use, but only in compliance with our Privacy Policy.

18. Your Limited Rights. The App is licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the App, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sub-licensable basis, to install and use the App on a mobile device that you own or control, solely for your personal, noncommercial use. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately deactivate your Account, cease using the App and remove (that is, uninstall and delete) the App from your mobile device. We may cancel the license granted under this paragraph and discontinue your access to the App at any time, for any reason.

19. Company’s Proprietary Rights. We own the Website and the App, including the 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) of each. Our trade names, trademarks and service marks include SPAVE and any associated logos, product and service names, designs, and slogans. All trade names, trademarks, service marks and logos on the App not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Website or the App should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

20. Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with Digital Millennium Copyright Act (“DMCA”) and are submitted in accordance with the policy set forth in this section. If you believe any materials accessible on or from the App or Website, or Spave social media sites, infringe your copyright, you may request removal of those materials (or access thereto) from the App or Website, or Spave social media sites, by submitting written notification to our copyright agent (designated below), which notice must include substantially the following:

1. Identification of the copyrighted work that you claim has been infringed;
2. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the App or Website so that our copyright agent can locate it;
3. Your address, telephone number, and e-mail address, so that the copyright agent may contact you about your complaint; and
4. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Our designated copyright agent to receive notices is:

Live.Give.Save, Inc. d/b/a Spave

Attn: Copyright Agent
1307 W. 6th Street,
Red Wing, MN 55066
Copyright-Agent@spave.io

You should direct DMCA notices, as described above, to us via e-mail at copyright-agent@spave.io.

We reserve the right to disable access to or remove any content posted, submitted or uploaded by users to the Website or the App, or Spave social media sites, including because it does or may infringe another party’s rights. Upon receipt of a DMCA notice of infringement that complies with this section, Spave will promptly disable access to or remove the content that is the subject of the notice.

If you believe content you posted or shared on the Website or App, or Spave social media sites, was removed or that access to it was disabled by mistake, misidentification, malice or any other reason, you may file a counter-notice under the DMCA with us by emailing copyright-agent@spave.io. It is our policy to provide a copy of any DMCA counter-notice to the person who filed the original DMCA infringement notice. Under the DMCA, we may restore the removed or disabled content if the person who submitted the DMCA infringement notice does not file a court action against you within ten (10) business days of receiving your counter-notice.

21. Third Party Materials; Links. The App may grant you access to information, products, services and other materials made available by third parties, including Submissions and Products (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Website or the App at any time. In addition, the availability of any Third Party Materials through the Website or the App does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

22. Promotions. Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Website and the App may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern. We retain the right to terminate any Promotion at any time, for any reason.

23. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE APP AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE APP AND ANY PRODUCTS AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

While we exercise great care to maintain the timeliness, integrity and security of the App and Website, we do not guarantee that the App or Website are or will remain updated, complete, correct or secure, or that access to the App or Website will be uninterrupted. The App and Website may include inaccuracies, errors and materials that violate or conflict with this Agreement. We may update the content on the App or Website from time to time, but its content is not necessarily complete or up-to-date, and we are under no obligation to update such material. Additionally, third parties may make unauthorized alterations to the App or Website. If you become aware of any such alteration, contact us at Support@spave.io with a description of such alteration and its location on the App.

24. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE APP OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE APP OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE APP; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY SOLELY FOR THE RIGHT TO USE THE APP; AND (II) ONE HUNDRED U.S. DOLLARS ($100.00).

ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

25. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the App and Website, or Spave social media sites, (including all Submissions); and (b) any violation or alleged violation of this Agreement by you or persons to whom you have granted access to your account.

26. Termination. This Agreement is effective until terminated. Company may terminate or suspend your use of the App at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the App will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 22, 23, 24, and 26 shall survive any expiration or termination of this Agreement. You may deactivate your account by contacting us at Support@spave.io. After deactivation, you will not be able to sign into our App or Website or access any of your personal information. Even after termination, we may still retain certain information associated with your account for the purposes stated in our Privacy Policy.

27. Governing Law; Jury Trial and Class Action Waiver; Arbitration. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of Minnesota, U.S.A., without regard to its principles of conflicts of law, and regardless of your location.

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL, SINGLE, ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU FURTHER AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be conducted in Minneapolis, Minnesota in accordance with the Commercial Rules of the American Arbitration Association. The determination of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents submitted to the arbitrator by the parties, unless the arbitrator determines that a hearing is necessary.

The arbitrator is authorized to issue orders (including subpoenas to third parties) allowing the parties to conduct discovery to allow each party to prepare claims and/or defenses, taking into consideration that arbitration is intended to be a speedy and efficient method for resolving disputes, thereby providing the arbitrator with authority to limit discovery where appropriate.

Each party shall bear its own fees and expenses regarding the arbitration and any related proceeding, and the parties shall share equally the fees and expenses of the American Arbitration Association and the arbitrator.

28. Information or Complaints. If you have a question or complaint regarding the App, Website, or these Terms, please send an email to Support@spave.io. You may also contact us by writing to Spave, 1307 W. 6th Street,Red Wing, MN 55066. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

29. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sub-license any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the App or Website or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.