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Please read these Terms carefully as they contain important information about your legal rights, remedies and ​​obligations. By accessing or using SPARE, you agree to comply with and be bound by these Terms.

Please note: Section O of these Terms contains an arbitration clause and class action waiver that applies to all ​​SPARE users and applies to all disputes with SPARE. If your country of residence is outside of the United States, ​​this provision applies to any action you bring against SPARE in the United States. It affects how disputes with ​​SPARE are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action ​​waiver. Please read it carefully.

Thank you for using SPARE!

These Terms constitute a legally binding Agreement ("Agreement") between you and SPARE CS, Inc (referred to in ​​this Agreement as “SPARE”, “Company”, “we,” “us,” or “our”) governing your access to and use of the SPARE ​​website ("Site"), our mobile, tablet and other smart device applications (collectively, "Application") and all ​​associated services (collectively, "SPARE Services"). The Site, Application and SPARE Services Together are ​​hereinafter collectively referred to as the “SPARE Platform”. Our Privacy Policy, Prepaid Card Agreement and ​​Electronic Communications Policy are incorporated by reference into this Agreement.

We may amend this Agreement at any time by posting a revised version on our website. The revised version will ​be ​effective at the time we post it.

A. GENERAL TERMS

By accepting this Agreement, you represent the following:

• You are between 13 and 17 years of age and creating a SPARE account for the sole and limited purpose of ​​obtaining cash and/or purchasing select items through approved business account holders (“Authorized Agents”), ​subject to applicable laws and SPARE's discretion;

• You are 18 years of age or older and resident of the United States or one of its territories; and

• Capable of entering into a legally binding agreement.

If you are a business entity, you also represent that you are:

• Duly authorized to do business in the country or countries where you operate; and • Your employees, officers, ​​representatives, and other agents accessing the SPARE Platform are duly authorized to access the SPARE ​Services ​and to legally bind you to these Terms and all transactions conducted under your username and ​password.

You must use the SPARE Service in the United States and only with debit or prepaid cards issued by United ​States ​financial institutions or third-party digital-wallets ​approved by SPARE (“Authorized Funding Source”). By agreeing ​to these Terms, you authorize SPARE to charge ​your chosen payment method or and/or debit your SPARE ​account balance, as applicable, when you incur ​transactions or fees using any of the services offered hereunder.

B. THIRD PARTY AGREEMENTS

You acknowledge and agree that this Agreement is between you and Company, not with any third party ​(including, ​but not limited to, Apple®, Google®, any mobile carrier, or any Participating Merchant (as defined ​below)), and that ​Company is solely responsible for the SPARE Platform. Your use of the SPARE Services may be ​subject to separate ​agreements you may enter into with your mobile device operating system provider (e.g., ​Apple, Google or ​Microsoft®), your mobile device manufacturer (e.g., Apple, Samsung®), your mobile service ​carrier (e.g., AT&T® or ​Verizon®), and other parties involved in providing your mobile device service. Participating ​Merchants, third party ​operating system providers such as Apple, Google, and Microsoft, your phone or other ​mobile device ​manufacturer, your wireless carrier or other network provider, any other product or service provider ​related to ​your mobile device service are collectively referred to as "Covered Third Parties." You agree to comply ​with all ​applicable third-party Terms of Agreement when using the Services. SPARE is not a party to those ​Agreements and ​has no responsibility for the products and services provided by third parties.

Please note that if SPARE is to open its application programming interface ("API"), so you may be subject to ​​Agreements with third parties when using a service that was not created by SPARE, SPARE has no liability or ​​responsibility for your use of these third-party services.

C. OUR SERVICES

Spare is a service that people use to get real cash in hand from ​Authorized Agents. Authorized Agents running full-​time brick-and mortar businesses may use SPARE to accept ​requests to dispense cash or to accept payment for ​products or services.

You may use SPARE on your mobile device by downloading the app or through the web browser. For the SPARE ​Service, Company is only a ​payment service provider. Company does not currently operate as an authorized agent ​of any licensed money ​transmitter, however, the Company may seek the certification to operate as a licensed ​money transmitter itself, in ​certain jurisdictions. Note that SPARE Services are regulated in other jurisdictions and ​are not limited to the states ​listed in any prior documents. Company has no responsibility for the actions of your ​transfer recipient or for the ​subject of the transfer. We do not guarantee the identity of any SPARE user or that a ​sender or a recipient can or ​will complete a transaction.

SPARE grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term ​(defined below) of this Agreement to use the App solely for your internal business purposes. You will not ​otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, ​benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not ​grant you any rights to SPARE's (or any other third parties) trademarks, service marks, logos, trade dress, ​proprietary, or other intellectual property unless provided with the App. SPARE reserves to itself (or applicable ​third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to ​you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated ​with use of the App.

The App may update automatically from time-to-time, and you may be required to accept these updates to ​continue using the App. SPARE may perform maintenance on the App, which may result in service interruptions or ​delays from time-to-time. SPARE may not support older versions of the App. You are solely responsible for ​obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.

Confidentiality, Data, and Ideas

1. Neither of us will disclose non-public information about the other's business; including, without limitation, the ​terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or ​information relating to a party's operational, strategic, or financial matters (together, Confidential Information). ​Confidential Information does not include information that (1) is or subsequently becomes publicly available ​(through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is ​independently developed without reliance on the discloser's Confidential Information; or (4) is received from a ​third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable ​safeguards to protect the other's Confidential Information.
   
2. Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, ​employees, or representatives that need to know it in order to perform our obligations under this Agreement; ​(2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.
   
3. SPARE may use data or information obtained through the App to provide its services, for research and ​development, or in aggregated and anonymized form to provide services generally; all subject to applicable ​Laws (defined below). Information Developer collects about you or your consumers is subject to Developer's ​privacy policy, which is accessible at [link to privacy policy].
   
4. You may provide, or SPARE may invite you to provide, comments or ideas about the App (including, without ​limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not ​Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) ​you claim no rights in them; and (4) SPARE has no obligation to notify or compensate you in connection with ​their disclosure or use. You release SPARE from all liability or obligations that may arise from the receipt, ​review, disclosure, or use of any Idea that you submit.
   

a. Eligibility and Account Registration

Currently, you may only use the SPARE Services In the United States. To be eligible for using SPARE Services, you ​​must create an account with a cellular/wireless telephone number that you own. You may also initiate account ​​registration by connecting with your Facebook and/or Google account, however, we will still need additional ​​information to create your account. You hereby authorize SPARE, directly or through third parties, to make any ​​inquiries we consider necessary to validate your identity and/or authenticate your identity and personal ​information.

SPARE may also require that you submit certain personal information, including but not limited to your name, ​​email address, text-enabled cellular/wireless telephone number, street address or zip code, date of birth, and ​​social security number to Company (“Personal Information”).

During the registration process, or when you access SPARE Application from a phone, your phone's device ID is ​​also stored. You agree that the Personal Information you provide to Company upon registration and at all other ​​times will be true, accurate, current and complete. You agree to maintain and update this Personal Information to ​​keep the Personal Information true, accurate, and complete.

You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal ​​identification numbers (PINs, QR Codes, NFC tokens), or any other codes that you use to access your SPARE ​​account and the SPARE Platform. You are responsible for keeping your mailing address, email address and other ​contact information up-​to-date in your SPARE Account profile.

b. Types of Accounts

We offer two different types of accounts, personal and business accounts(“SPARE Accounts”). You may have only ​​one personal account. We may require that you provide more information in order to complete a transaction. You ​​consent to SPARE obtaining your personal and/or business credit report from a credit reporting agency at account ​​opening and whenever we reasonably believe there may be an increased level of risk associated with your ​business ​account. We may reverse or place a hold on your transactions or place a reserve on your funds if you are ​in breach ​of this Agreement, including, but not limited to, if you are using a personal account for business ​purposes or a ​business account for personal, family or household purposes.

i. Personal Accounts

Personal SPARE accounts are for individuals to obtain cash ​from and/or buy products or services from Approved ​Merchants (“Personal Account”). Some features of ​personal accounts may be limited based on how you wish to ​use the SPARE Service, how much you need to withdraw and what we know about you.

ii. Business Accounts

Business accounts are ​to be used by business persons or organizations with brick and mortar locations to dispense ​cash to holders of ​Personal Accounts, and to send and receive funds (“Business Account”) and to ​purchase ​products and services from Authorized Agents. Only Business Accounts with a physical place of business ​can ​dispense cash. Business accounts may be subject to fees that differ from the fees applicable to personal ​​accounts. Business, commercial or merchant transactions may not be conducted using personal accounts. For ​​each business you are involved with, you may have only one Business Account. Business Account use is limited. By ​​opening a business account and accepting the Terms as outlined in this Agreement, including, but not limited to, ​​the Rules and Restrictions for Business Accounts set forth below, you attest that neither you nor your business is ​​establishing a business account primarily for personal, family or household purposes. In addition, when the ​activity ​through your business account reaches certain thresholds or involves certain business segments or ​activities, you ​are required by the card networks to agree to a Commercial Entity Agreement to allow you to continue accepting ​Visa and MasterCard payments.

c. Identity Authentication

You hereby authorize the Company, directly or through third parties, to make any inquiries we consider necessary ​to ​validate your identity and/or authenticate your identity and account information and, for Business Accounts, ​your ​company or employer. This may include asking you for further information and/or documentation about your ​​account usage or identity, or requiring you to take steps to confirm ownership of your email address, ​​wireless/cellular telephone number or financial instruments, and verifying your information against third party ​​databases or through other sources. This process is for internal verification purposes.

d. Transaction History

You may view your transaction history by logging into your SPARE Account. You agree to review your transaction ​​history through the mobile app instead of receiving periodic statements by mail.

f. Closing Your SPARE Account

When you close your SPARE Account, we will cancel any scheduled or incomplete transactions. You must ​​withdraw or transfer any SPARE balance from your SPARE Account before closing it. If you have not provided the ​​required identifying information to us, or if we are unable to verify the required identifying information you ​​provide, you must transfer any SPARE balance to a linked bank account or

debit card. You will remain liable for all obligations related to your SPARE Account even after the SPARE Account ​​is closed.

In certain cases, you may not close your SPARE Account, including:

• To evade an investigation;

• If you have a pending transaction or an open dispute or claim;

• If your SPARE Account has a negative balance; or

• If your SPARE Account is subject to a hold, limitation or reserve.

If you attempt to close your account while we are conducting an investigation, we may hold your funds for up to ​​180 days to protect the Company or a third party against the risk of reversals, chargebacks, claims, fees, fines, ​​penalties and other liability. You will remain liable for all obligations related to your account even after the ​account ​is closed.

D. LINKING AND UNLINKING FUNDING SOURCES

You can link or unlink a debit card, a U.S. bank account or other Authorized Funding Source to your ​SPARE ​Account. Please keep your payment method information current. If this information changes, we may ​update it as ​directed by your bank or card issuer without any action on your part.

a. Funding Source Limitations

In order to manage risk, SPARE may limit the funding sources available for your use to fund any particular ​​transaction. For example, we may limit your funding sources for a particular transaction to debit cards or your ​​checking account. Please note that the various funding sources have different dispute resolution means should ​​your transaction turn out to be unsatisfactory.

b. Bank Transfers

When your checking account is used as your funding source, you are requesting that we initiate on your behalf an ​​electronic transfer from your bank account. For these transactions, SPARE will make electronic transfers (via the ​​Automated Clearing House ("ACH") of NACHA - The Electronic Payment Association ("NACHA")) from your bank ​​account in the amount you specify. You agree that such requests constitute your authorization to Company to ​​make the ACH transfer, and once you have provided your authorization for the transfer, you will not be able to ​cancel the ​electronic transfer and Company may resubmit any ACH debit you authorized that is returned for ​insufficient or ​uncollected funds, except as otherwise provided by NACHA's ACH rules (collectively, the "ACH ​Rules"), or ​applicable law.

c. Debit Card Processing

Company will process your debit card-funded transactions through either the debit card's ATM debit network or ​​the Visa/MasterCard network, or as Company may elect at its discretion.

E. HOLDING A SPARE BALANCE

Your SPARE account balance consists of the funds you have in your SPARE Account that are available for new ​​transfers and are not subject to pending transfers (“SPARE Balance”). We always use your SPARE Balance first if ​​the balance is sufficient to cover your payment. If there is not enough money available in your SPARE Balance to ​​cover the transaction, we use your designated primary funding source to make the payment in its entirety.

The balance functionality in your SPARE Account will differ depending on whether we have been able to verify the ​​required identifying information that you provide to us. The required identifying information includes: name, ​​physical address, date of birth and taxpayer identification number.

• If we have not verified the required identifying information, a balance in your SPARE Account can generally only ​​be held in your SPARE Account and transferred to a linked bank account or debit card. In certain instances, even if ​​we haven't verified the required identifying information that you provide to us, your balance may also be used to ​​fund payments or money owed to SPARE, such as monies owed for refunds or chargebacks.

• If we have verified the required identifying information, a balance can be held in your SPARE Account, ​transferred ​to a linked bank account or debit card, used to send money to others or to make purchases or receive ​cash from ​Authorized Agents. This functionality requires that you provide the required identifying information to ​us and that ​we are able to verify the accuracy of that information.

You do not need to maintain a balance in your account in order to make payments. If you do hold a SPARE ​Balance, ​SPARE will hold your funds separate from its corporate funds, will not use your funds for its operating ​expenses or ​any other corporate purposes, and will not voluntarily make your funds available to its creditors in the ​event of ​bankruptcy. While your funds are in our custody, SPARE will combine your funds with the funds of other ​users and ​place those pooled accounts in one or more bank accounts in the Company's name.

SPARE is not a bank or other chartered depository institution. Funds held by Company or its service providers ​​(including any bank service providers) in connection with the processing of transactions are not deposit ​​obligations and are not insured for the benefit of the user by the Federal Deposit Insurance Corporation or any ​​other governmental agency. Funds held in balance are an ancillary function of enabling money transmission and ​not for other benefits.

a. Assignment of Interest to Company

You agree that you will not receive interest or other earnings on the funds that the Company handles and places in ​​pooled accounts. Company does not typically receive interest on funds held for its users. However, in ​​consideration for your use of the service, you irrevocably transfer and assign to Company any ownership right that ​​you may have in any interest that may accrue on funds held in pooled accounts. This assignment applies only to ​​interest earned on your funds, and nothing in this Agreement grants Company any ownership right to the principal ​​of the funds you maintain with SPARE.

b. Negative Balances

If the balance in your account is negative for any reason, SPARE may set off the negative balance by deducting ​​amounts you owe Company from money you receive into your account, or money you attempt to withdraw or ​send ​from your account. You agree to allow Company to recover any amounts due to Company by debiting your ​​balance. If there are insufficient funds in your balance to cover your liability, you agree to reimburse SPARE ​​through other means. If Company is unable to recover the funds from your primary funding source, Company may ​​attempt to contact you, SPARE may recover the funds from your alternate funding sources, or may take other ​legal ​actions to collect the amount due, to the extent allowed by applicable law.

c. Setoff of Past Due Amounts

If you have a negative balance or other past due amount to Company, Company may make attempts on your ​​funding source to cover the amounts. If Company is unable to recover the funds from your primary funding ​​source, Company may attempt to contact you, Company may recover the funds from your alternate funding ​​sources, or may take other legal actions to collect any amounts that are more than 14 days past due, to the extent ​​allowed by applicable law.

d. Security Interest

To secure your performance of this Agreement, you hereby grant to SPARE a lien on and security interest in your ​​account and agree to execute any further documentation to perfect these Company rights.

F. WITHDRAWALS

We may, at our discretion, impose limits on the amount of money you can send, receive or withdraw through the ​​SPARE Platform. If we have authenticated your identity, we may increase your sending and/or receiving limits. ​​These limits may change from time to time in SPARE's sole discretion and partially based on your usage of SPARE.

a. Withdrawing Funds - You may withdraw funds from your account by electronically transferring them to your ​​bank account or by sending a request to an Authorized Agent for cash. We may provide limited withdrawals to ​​debit cards depending on what product is enabled and approved on your account.

b. Withdrawal Limits

We reserve the right to delay withdrawals while we screen for risk, or request you provide ​additional information to ​verify your identity and we may limit the amount you can withdraw until the information is verified.

c. Transfers to Your Linked Financial Institution Accounts

When you transfer money from your SPARE Balance to ​your linked financial institution account(s), the ACH Rules ​will govern the transfer.

d. Item Hold

SPARE, in its sole discretion, may place a hold on a payment you receive for a transaction when ​Company believes ​there may be a high level of risk associated with the transaction. If Company places a hold on ​your payment, it will ​show as "pending" in your SPARE Account.

e. Release of Item Hold

Company will release the payment hold after 21 days unless we receive a dispute, claim, ​chargeback, or reversal on ​the transaction subject to the hold. Company may release the hold earlier if the sender ​of funds provides us ​confirmation, Company is able to confirm proper delivery, or Company otherwise completes ​its investigation.

f. Additional hold period

If you receive a dispute, claim, chargeback, or reversal on the transaction subject to the ​item hold, Company may ​hold the payment in your account until the matter is resolved pursuant to this ​Agreement.

g. Account Hold and Reserves

For high volume accounts, including business accounts, SPARE may, in its sole ​discretion, place a reserve on funds ​held in your account when it believes there may be a high level of risk ​associated with your account. If your ​account is subject to a reserve, the Company will provide you with notice ​specifying the Terms of the reserve. The ​Terms may require that a certain percentage of the amounts received into ​your account are held for a certain ​period of time, or that a certain amount of money is held in reserve, or anything ​else that Company determines is ​necessary to protect against the risk associated with your account. Company ​may change the Terms of the ​reserve at any time by providing you with notice of the new Terms.

h. Termination

Upon termination of this Agreement for any reason, we have the right to prohibit your access to ​the SPARE ​Platform, including without limitation by deactivating your username and password, and to refuse ​future access to ​the SPARE Platform by you or if a business entity, its parent, affiliates or subsidiaries or its or their ​successors.

G. RULES AND RESTRICTIONS FOR PERSONAL ACCOUNTS

The following Rules and Restrictions for Personal Accounts apply to your use of a Personal Account under this ​​Agreement.

a. Limits on Sending and Receiving Funds and Cash Requests

SPARE may place limits on the amount or number of your cash withdrawals from Authorized Agents. The amount ​​of cash you can obtain from our network of Authorized Agents may increase as you use SPARE. These limits may ​​change from time to time in Spare's sole discretion and may vary based on product usage.

We may also, at our discretion, impose limits on the amount and/or the number of payments you can send and ​​receive.

b. Transaction Fees

Fees may be paid by debit card, or deducted from your transaction proceeds. If you link a debit or ​credit card to ​your account, you authorize us to collect fees by debit from your linked debit card or charge to your ​linked credit ​card. Regardless of payment device, we reserve the right to collect fees by deduction from your ​transaction ​proceeds, your SPARE Balance or your linked bank account.

c. Error in Receiving Money

In the event of an error, you give Company permission, subject to Company's compliance with applicable law, to ​​make appropriate corrections by debiting or crediting your SPARE Balance, or debiting or crediting your primary or ​​alternate funding sources as applicable.

d. Loss or Theft of Account Information, PIN, and Mobile Device

If you believe that any of your SPARE account registration information, PIN or mobile device containing the ​SPARE ​Platform has been lost or stolen, or if your account history shows transfers that you did not make, you ​must ​immediately contact the Company by email to admin@gotspare.com. If you contact Company within two ​Business ​Days after learning of the loss or theft, then your liability shall not exceed the lesser of $50.00 USD or the ​amount ​of unauthorized transfers that took place on your account before you provided notice to Company.

If you do not contact Company within two Business Days of learning of the loss or theft, then your liability shall ​not exceed the ​lesser of (a) $500.00 USD or (b) the sum of (i) the lesser of $50.00 USD or the amount of ​unauthorized transfers ​that occur within two Business Days of learning of the loss and (ii) the amount of ​unauthorized transfers that occur ​after the close of two Business Days and before notice to Company, provided ​that Company can establish that the ​transfers would not have occurred had you notified Company within two ​Business Days of the loss.

e. Account Errors

If your account history shows transfers you did not make, you must immediately contact the Company by email ​to ​admin@gotspare.com. If you do not contact the Company within 60 days after the account history showing ​the ​unauthorized transfer was made, you may not get back any money you lost after the 60 days if we can prove ​that ​we could have stopped someone from taking the money if you had told us in time. Business Days include all ​days ​on which the New York Federal Reserve Bank is open for business.

H. RULES AND RESTRICTIONS FOR BUSINESS ACCOUNTS

The following Rules and Restrictions for Business Accounts apply to your use of a Business Account under this ​​Agreement

a. Receiving Money

Except as may be otherwise provided by applicable law, there is no pre-set limit to the amount of funds you can ​​receive using SPARE’s Services. There are limits on the amount you may send using SPARE. There are also limits ​on ​the amount you can withdraw. These limits may change from time to time in SPARE's sole discretion and the ​​requirements to lift those limits may vary based on product usage.

b. Transaction Fees

Save money on credit card processing fees by using your Business Account. Pay only for ACH charges when ​​requesting a payout and for optional marketing services provided through SPARE. These fees may change from ​​time to time in SPARE's sole discretion. SPARE may impose a partial charge for transactions if they incur costs for ​​SPARE. Account holders will be notified transparently and directly before making use of a chargeable transaction ​​option.

c. Error in Receiving Money

In the event of an error, you give Company permission, subject to Company's compliance with applicable law, to ​​make appropriate corrections by debiting or crediting your SPARE Balance, or debiting or crediting your primary or ​alternate funding sources as applicable.

d. Credit Authorization

If you open a business account, you are providing us with written instructions and authorization in accordance ​​with the Fair Credit Reporting Act to obtain your personal and/or business credit report from a credit bureau. You ​​are also authorizing us to obtain your personal and/or business credit report: (a) when you upgrade your personal ​​account to a business account, or at any time we reasonably believe there may be an increased level of risk ​​associated with your business account. An increased level of risk includes, but is not limited to, a high number of ​​chargebacks or reversals, or suspicious activity associated with your account.

e. Representations

If you are a business entity, you represent that you are duly authorized to do business in the United States; and ​​your employees, officers, representatives, and other agents accessing the SPARE Platform are duly authorized to ​​access SPARE and to legally bind you to this Agreement and all transactions conducted under your username and ​​password.

f. Authority of Officers and Employees

If you are a business entity, you agree that all officers, employees, agents, representatives and others having ​​access to the username and/or password shall be vested by you with the authority to use the SPARE and to legally ​​bind you. You shall be responsible for all actions by current and former officers, employees, agents, ​​representatives and others, regardless of whether authorized by you, that access the SPARE Platform using your ​​user name and password. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR ​OTHERWISE ​IMPROPER USE OF YOUR PASSWORD. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS ​AND AUTHORITY ​OF ALL INSTRUCTIONS RECEIVED BY US WHEN ACCOMPANIED BY SUCH PASSWORD, AND ​TO ACT ON SUCH ​INSTRUCTIONS.

I. HOW IT WORKS

Once you have opened a SPARE Account and either have funds available in your SPARE Balance or linked an ​​Authorized Funding Source, you will be able to request cash from one of our Authorized Agents nearest you.

c. Requesting Cash From an Authorized Merchant

i. You may also request cash by designating the amount of funds requested and the Authorized Merchant you ​want ​to use for the transaction (a “Cash Request”). If the Authorized Merchant approves your Cash Request, your ​Cash ​Request will become a Payment Instruction and be processed as described in these Terms.

ii. Your Payment Instruction authorizes us to move funds from your SPARE Account to your designated ​Authorized ​Merchant (a “Cash Payment”).

iii. By using SPARE, you agree that we may provide Authorized Agents with your payment information when you ​​instruct SPARE to grant them access to it. Keep in mind that you must be connected to the Internet to save new ​​payment information and also to use saved payment information.

iv. SPARE does not process your payments; it only saves your payment information so that you can use it when ​​you wish with each Authorized Merchant or for peer-to-peer payments.

v. SPARE does not in any way act as or provide the services of a bank or other financial institution; does not insure, ​​endorse or assume any liability for products or services you purchase or use by means of SPARE ; does not move ​​or transmit funds or payment instructions; does not control or have any liability for payments, returns, refunds, ​​chargebacks, declined transactions, or any responsibility with respect to questions or disputes you may have with ​​any Authorized Merchant. Please view each Authorized Merchant's policies for more information on how your ​​payments will be processed.

e. How to Modify or Delete Your Saved Payment Information

To modify or delete your saved payment information, you may do so within the SPARE Application. Note that ​even ​if you remove your payment information from SPARE, we may not delete all data that we have stored on ​your ​phone or device. While no payment data is stored on your phone or device, and any data stored on your ​phone or ​device is encrypted, should your phone or device be lost or stolen, please contact SPARE immediately at ​the ​contact information below so that we can disable the use of the SPARE Application by your phone or device.

f. Authorized Agents

Our list of Authorized Agents is updated frequently. Nearby Authorized Agents, can be found on the map within ​​the SPARE Application. We do not commit to maintaining any Authorized Merchant within the SPARE Application ​​for any period of time and the Company reserves the right to change Authorized Agents at any time in its sole ​​discretion. In the event that an Authorized Merchant elects to cease participation with SPARE, Company will not ​​continue to provide your data to such merchant. However, usage of data, if any, that you have already provided ​​through SPARE to such merchants will be subject to that merchant's own privacy policies.

M. GENERAL TERMS AND CONDITIONS

THE FOLLOWING ARE GENERAL TERMS AND CONDITIONS THAT APPLY TO THE SPARE PLATFORM:

a. Notices to You

You agree that Company may provide notice to you by posting it on our website, or if we have your email address ​​or street address, by emailing it to the email address listed in your account or mailing it to the street address listed ​in your account. Such notice shall be ​considered to be received by you within 24 hours of the time it is posted to ​our website or emailed to you unless ​we receive notice that the email was not delivered. If the notice is sent by ​mail, we will consider it to have been ​received by you three Business Days after it is sent. Company's Business ​Days include all days on which the New ​York Federal Reserve Bank is open for business. If we make material ​changes to our Agreements with you, we will ​provide 21 days notice to you before the changes become effective.

You acknowledge and agree that we will provide the notice to you in accordance with our Electronic ​​Communications Policy. If you do not consent or at any time withdraw your consent to receive electronic notices ​​from us, we reserve the right to close your accounts.

b. Notices to Company

Notice to Company must be sent by postal mail to: SPARE CS Inc, Attention: Legal Department, 750 San Vicente ​​Blvd West Hollywood, CA 90069.

c. Calls to You

By providing Company a telephone number (including a wireless/cellular telephone), you consent to receiving ​​autodialed and prerecorded message calls from Company at that number should the need arise. However, we will ​​never call you for promotional purposes.

d. SPARE Websites

The Company websites may feature third party offers and enable product searches. Company does not warrant ​​that product descriptions, pricing, search results, user ratings and reviews or any other content on Company ​​websites is accurate, complete, reliable or current. This information is provided for informational purposes only ​​and does not constitute an endorsement by the Company of any product, service or vendor.

e. Intellectual Property

"gotspare.com", “SPARE” and “SPARE.” and all related logos, products and services described in our website and ​​mobile applications are either trademarks or registered trademarks of the Company or its licensors. You may not ​copy, ​imitate or use them without the Company's prior written consent. In addition, all page headers, custom ​graphics, ​button icons, and scripts are service marks, trademarks, and/or trade dress of the Company. You may ​not copy, ​imitate, or use them without our prior written consent. You may use HTML logos provided by Company ​through ​our vendor services, SMS tools, promotional tools or affiliate programs without prior written consent for ​the ​purpose of directing web and SMS traffic to the service. You may not alter, modify or change these HTML ​logos in ​any way, use them in a manner that is disparaging to Company or the Service or display them in any ​manner that implies Company's sponsorship or endorsement. All right, title and interest in and to the ​SPARE ​website and any content thereon is the exclusive property of the Company and its licensors.

Certain other product or service names, brand names and company names may be trademarks of their respective ​​owners.

f. Taxes

It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your ​​responsibility to collect, report and remit the correct tax to the appropriate tax authority. Company is not ​​responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any ​​taxes arising from any transaction.

g. Privacy

Protecting your privacy is very important to us. Please review our Privacy Policy to better understand our ​​commitment to maintaining your privacy, as well as our use and disclosure of your information.

If you receive information about another SPARE user through the service, you must keep the information ​​confidential and only use it in connection with the service. You may not disclose or distribute a SPARE user's ​​information to a third party or use the information for marketing purposes unless you receive the user's express ​​consent to do so.

h. Children's Privacy

Protecting the privacy of young children is especially important. For that reason, we do not knowingly collect or ​​solicit personal information from anyone under the age of 13. If you are under 13, please do not send any ​​information about yourself to us, including your name, address, telephone number, or email address. No one under ​​age 13 is allowed to provide any personal or payment information to us through the Services. If we learn that we ​​have collected personal information from a child under age 13 without verification of parental consent, we will ​​delete that information as quickly as possible. If you believe that we might have any information from or about a ​​child under 13, please contact us at the information provided below in the "Contact Us" section.

i. Restricted Activities

In connection with your use of our website, your account, or the Services, or in the course of your interactions ​​with Company, a user or a third party, you will not:

• Breach this Agreement, the card processing Agreement, or any other Agreement that you have entered into with ​​Company (including a policy) violate any law, statute, ordinance, or regulation (for example, those governing ​​financial services, consumer protections, unfair competition, anti discrimination or false advertising);

• Infringe Company's or any third party's copyright, patent, trademark, trade secret or other intellectual property ​​rights, or rights of publicity or privacy; • Act in a manner that is defamatory, trade libelous, unlawfully threatening ​​or unlawfully harassing;

• Provide false, inaccurate or misleading Personal Information; • Create more than one SPARE account for ​yourself, ​through, among other methods, using a name that is not yours, using temporary email address(es) or ​phone ​number(s), or providing any other falsified Personal Information;

• Send or receive what we reasonably believe to be potentially fraudulent funds;

• Refuse to cooperate in an investigation or provide confirmation of your identity or any Personal Information you ​​provide to us attempt to double dip during the course of a dispute by receiving or attempting to receive funds ​​from both Company and the recipient of funds, bank, or credit card issuer for the same transaction use an ​​anonymizing proxy;

• Control an account that is linked to another account that has engaged in any of these restricted activities;

• Control or possess more than one account without authorization from Company;

• Conduct your business or use the services in a manner that results in or may result in complaints, disputes, ​​claims, reversals, chargebacks, fees, fines, penalties and other liability to Company, a user, a third party or you use ​​the Service to make transactions for the purpose of earning rewards, perks, miles, points, etc. with your credit ​​card, debit card, or bank account;

• Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of ​​the services;

• Use your account or the services in a manner that Company, Visa, MasterCard, American Express or Discover ​​reasonably believe to be an abuse of the credit card system or a violation of credit card association rules;

• Allow your SPARE account to have a negative balance;

• Provide yourself a cash advance from your credit card (or help others to do so);

• Disclose or distribute another SPARE user's Personal Information to a third party, or use the information for ​​marketing purposes unless you receive the users express consent to do so;

• Send unsolicited email to a user or use the services to collect payments for sending, or assisting in sending, ​​unsolicited email to third parties; • Take any action that imposes an unreasonable or disproportionately large load ​​on our infrastructure;

• Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, ​​detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information use any ​robot, ​spider, other automatic device, or manual process to monitor or copy our website without our prior written ​​permission use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to ​​interfere, with our website or the services; or

• Take any action that may cause us to lose any of the services from our internet service providers, payment ​​processors, or other suppliers that use the SPARE Service to test credit card behaviors.

j. Acceptable Use

You agree you will not use the SPARE Platform for activities that:

i. Violate any law, statute, ordinance or regulation ​relating to sales of: counterfeit goods narcotics, steroids, certain ​controlled substances or other products that ​present a risk to consumer safety drug paraphernalia items that ​encourage, promote, facilitate or instruct others ​to engage in illegal activity items that promote hate, violence, ​racial intolerance, or the financial exploitation of a ​crime items that are considered obscene items that infringe or ​violate any copyright, trademark, right of publicity ​or privacy or any other proprietary right under the laws of any ​jurisdiction certain sexually oriented materials or ​services ammunition, firearms, or certain firearm parts or ​accessories, or certain weapons or knives regulated ​under applicable law

ii. Show the personal information of third parties in violation of applicable law support pyramid or ponzi schemes, ​​matrix programs, other "get rich quick" schemes or certain multi level marketing programs are associated with ​​purchases of annuities or lottery contracts, layaway systems, offshore banking or transactions to finance or ​​refinance debts funded by a credit card are for the sale of certain items before the seller has control or possession ​​of the item are by payment processors to collect payments on behalf of merchants are associated with the sale of ​​traveler's checks or money orders involve currency exchanges or check cashing businesses or digital currencies ​​such as bitcoins, or provide certain credit repair or debt settlement services involve the sales of products or ​​services identified by government agencies to have a high likelihood of being fraudulent are otherwise related to ​​illegal activity, gambling, pornography, obscene material or otherwise objectionable content or activities

iii. Violate applicable laws or industry regulations regarding the sale of: tobacco products, or prescription drugs ​​and devices involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not ​limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that ​facilitate ​gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the ​operator has ​obtained prior approval from SPARE and the operator and customers are located exclusively in ​jurisdictions where ​such activities are permitted by law. provide certain credit repair or debt settlement services ​involve the sales of ​products or services identified by government agencies to have a high likelihood of being ​fraudulent.

k. Legal Compliance

You are solely responsible for ensuring that your use of the SPARE Platform is in conformance with applicable ​​federal, state and local laws and regulations. By using the SPARE Platform, you warrant and represent that (i) you ​​are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. ​​Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of ​​prohibited or restricted parties.

l. Your Liability - Actions We May Take

You are solely responsible for ensuring that your use of the SPARE Platform is in conformance with applicable ​​federal, state and local laws and regulations. By using the Services, you warrant and represent that (i) you are not ​​located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. ​​Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of ​​prohibited or restricted parties.

i. Your Liability

You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by ​​Company, a SPARE user, or a third party caused by or arising out of your breach of this Agreement, and/or your ​​use of the SPARE Platform. You agree to reimburse the Company, a user, or a third party for any and all such ​liability.

You acknowledge that you are responsible for the accuracy of all payments sent using SPARE Services, including ​​but not limited to the accuracy of the amount paid and the recipient. Companies shall not be responsible or in any ​​way held liable due to inaccurate payments, including but not limited to sending an incorrect amount of money or ​​sending money to an incorrect recipient.

ii. Actions by Company

If we have reason to believe that you have engaged in any restricted activities, made excessive or unexplainable ​​transactions, violated any parts of this Agreement or provided any incorrect information, we may take various ​​actions to protect Company, another Services user, a third party, or you from reversals, chargebacks, claims, fees, ​​fines, penalties and any other liability. The actions we may take include but are not limited to the following:

• We may close, suspend, or limit your access to your account or the Services (such as limiting access to any of ​​your funding sources, and your ability to send money, make withdrawals, or remove financial information);

• We may contact users who have sent you money, contact your bank or credit card issuer, and warn other users, ​​law enforcement, or impacted third parties of your actions;

• May update inaccurate information you provided us;

• We may refuse to provide SPARE Services to you in the future

• We may hold your funds for up to 180 days if ​reasonably needed to protect against the risk of liability; and

• we may take legal action against you.

Company, in its sole discretion, reserves the right to terminate this Agreement, or access to the SPARE ​PLATFORM ​for any reason and at any time upon notice to you and payment to you of any unrestricted funds held ​in custody ​for you.

m. Account Closure, Termination of Service, or Limited Account Access

If we limit or close your account or terminate your use of SPARE Services for any reason, you may contact us and ​​request restoration of access if appropriate. However, if we deem you violated this Agreement, restoration is at ​​our sole discretion.

You may stop using SPARE at any time or may close your accounts by contacting us. Company, in its sole ​​discretion, reserves the right to terminate the SPARE Services, to terminate this Agreement, or to terminate your ​access to the SPARE Services For ​any reason and at any time. If we terminate or limit your use of SPARE Services ​for any reason, we will use ​commercially reasonable efforts to provide you with notice of our actions.

n. Policy Violation - User Fines

If Company incurs any damages because you violate our policies, break any laws, or otherwise cause Company to ​​suffer any damages or incur any expenses then we may hold your funds up to 180 days, fine you for each such ​​violation and take legal action against you to recover additional losses, investigation costs, fines, or legal fees we ​​may incur. You acknowledge and agree that a fine of US $2,500.00 per violation of our Agreement is presently a ​​reasonable minimum estimate of Company's damages, considering all currently existing circumstances, including ​​the relationship of the sum to the range of harm to Company that reasonably could be anticipated and the ​​anticipation that proof of actual damages may be impractical or extremely difficult. Company may deduct such ​​fines directly from any existing balance in the offending account, or any other SPARE account you control.

o. Disputes with Company

i. Dispute with Company

If a dispute arises between you and Company, our goal is to learn about and address your concerns and, if we are ​​unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the ​​dispute quickly. Disputes between you and Company regarding our services may be reported by emailing us.

ii. Law and Forum for Disputes; Arbitration

This Agreement shall be governed in all respects by the laws of the State of California, without regard to conflict ​of ​law provisions, except to the extent that federal law applies.

ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT MUST BE ASSERTED ​​INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERIENCE IN ​​CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ​​ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA ​​SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. The forum for arbitration shall be in the ​​city closest to your residence having a federal district courthouse. The arbitrator shall not conduct any form of ​​class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by ​​applicable law, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to ​​resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement ​​including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Judgment on the ​​award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any non frivolous ​​claim, the Company will pay the costs of the arbitration (but not your attorney fees), up to $3,000.

This Agreement and each of its parts evidence a transaction involving interstate commerce, and the United States ​​Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and ​​arbitration proceedings.

There are only two exceptions to this arbitration Agreement. First, if we reasonably believe that you have in any ​​manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other ​​appropriate relief in any court of competent jurisdiction. Second, any claim of $500 or less may, at the option of ​​the claiming party, be resolved in small claims court in Los Angeles County, California if the claim and the parties ​are within the jurisdiction of the small ​claims court. For these two exceptions, you agree to submit to the personal ​jurisdiction of the courts located ​within Los Angeles, California for the purpose of litigating such claims or ​disputes.

iii. Waiver of Right to Jury; Class Action Waiver

TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A ​TRIAL ​BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A ​REPRESENTATIVE, AS ​A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR ​TO PARTICIPATE AS A ​MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER ​PROCEEDING FILED AGAINST US ​AND/OR RELATED THIRD PARTIES.

p. Liability of Company for Failure to Complete Transfers

If Company does not complete a transfer to or from your account, or using your saved payment information, on ​​time or in the correct amount according to this Agreement, Company will be liable for your losses or damages to ​​the extent required by law. However, Company is not responsible for the actions of the persons to whom you ​send ​a transfer, or from whom you receive a transfer. In addition, Company will not be liable:

i. If, through no fault of Company's, you do not have enough money in your balance, and Company is unable to ​​charge the transaction to your linked credit card or bank account, for reasons including but not limited to you ​​exceeding any applicable credit limit; the funds in your account are subject to legal process or other encumbrance ​​restricting their use;

ii. If the SPARE Services were not working properly and you knew about the breakdown when you started the ​​transfer;

iii. If the failure results from a failure of a financial institution that issues the credit card or debit card linked to ​your ​account, or Company is unable to access a linked credit card for any reason other than due to Company's ​fault;

iv. If you provided inaccurate or incomplete information regarding the transfer; or

v. If the transfer appears suspicious, fraudulent, or unauthorized, and Company cannot confirm that it is a ​​legitimate transfer, or if the account of either user involved in the transfer is under investigation by Company or if ​​the transfer is or appears to be prohibited by any applicable law or rules.

q. Disclaimers of Warranty; Damages Exclusions

Unless otherwise prohibited by law, you assume all responsibility for your use of the SPARE Platform, and any ​​other service provided under this Agreement and use it at your own risk. To the fullest extent permissible under ​​applicable law, all such representations, warranties, guarantees and conditions are disclaimed, including, but not ​​limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non infringement of ​​intellectual property rights or any rights or privacy , or other Terms which might otherwise be implied by statute, ​​common law or in equity. Company does not warrant that the services will be uninterrupted or error-free, that ​​defects will be corrected, or that the services, or the servers that process information for the services, are free of ​​viruses, bugs or other harmful components. On behalf of Company, Covered Third Parties, and each of our ​​respective affiliates, vendors, agents and suppliers, Company makes the following disclaimers set forth in this ​​section: the services are provided on an "as is", "as available" and "with all faults" basis, without any ​representations, ​warranties, guarantees, or conditions of any kind, express, implied or statutory, including, but not ​limited to, any ​warranty as to the use or operation of the services, or the information, content or other materials ​related to the ​services, whether provided by Company or any of the Covered Third Parties. Neither Company nor ​any of the ​Covered Third Parties warrant nor make any representations regarding the use or the results of the ​services in ​Terms of correctness, accuracy, timeliness, reliability, or otherwise. You assume the entire cost of all ​necessary ​maintenance, repair, or correction to any equipment you use in accessing any of the services, including, ​but not ​limited to, your mobile phone or other device.s

COMPANY IS NOT LIABLE FOR THE CONSEQUENCES OF YOU CHOOSING TO SHARE ANY PAYMENT DETAILS ​ON ​SOCIAL MEDIA OR WITHIN THE SPARE PLATFORM, AND YOU AGREE TO HOLD COMPANY HARMLESS AND ​​INDEMNIFY COMPANY FROM ANY LIABILITY ARISING FROM THE ACTIONS OR INACTIONS OF ANY EXTERNAL ​​SOCIAL MEDIA NETWORK IN CONNECTION WITH THE PERMISSIONS YOU GRANT TO THE EXTERNAL SOCIAL ​MEDIA ​NETWORK.

Neither Company, the Covered Third Parties nor any of their respective affiliates, vendors, agents or suppliers will ​​be liable for, and you agree not to seek against any of the foregoing, any damages of any kind arising from the use ​​of the services, including, but not limited to, indirect, special, incidental, punitive, exemplary, consequential ​​damages or damages resulting from the use of service, loss of use of the service, lost data, lost profits, or business ​​interruption arising out of or in any way connected with the use of the services, any delays in the services, or the ​​inability to use the services, or any portion thereof, whether based on contract, tort, negligence, strict liability or ​​otherwise, even if all or any of us have been advised of the possibility of such damages and even if any remedy ​​fails of its essential purpose.

Company does not have any control over any products or services that are paid for with our services and ​​Company cannot ensure that any party you are dealing with will actually complete the transaction or is authorized ​​to do so.

For SPARE Services, Company will make reasonable efforts to ensure that requests for electronic debits and ​​credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Company ​​makes no representations or warranties regarding the amount of time needed to complete processing because ​​Company is dependent upon many factors outside of our control, such as delays in the banking system or the U.S. ​​or international mail service.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR ​THE ​EXCLUSION OF CERTAIN DAMAGES, SO THE ABOVE DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY ​TO YOU. ​YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO ​JURISDICTION.

r. Limitations on Liability

Except as otherwise EXPRESSLY provided in this Agreement, and to the extent permissible under applicable law, ​​Company's cumulative liability to you for any claims or damages arising out of or related to your use of the SPARE ​​Platform or any other SPARE Service shall not exceed the greater of the fee you paid to Company for the use of ​the ​service or $1.00 USD.

These limitations on liability apply to: anything related to a service or any application or content made available ​​through any such service; and claims for breach of contract, breach of warranty, guarantee or condition, strict ​​liability, negligence, or other tort to the extent permitted by applicable law. These limitations on liability also apply ​​even if: repair, replacement or a refund for the service does not fully compensate you for any losses; or Company ​​or a Covered Third Party knew or should have known about the possibility of the damages.

These limitations on liability will apply to the maximum extent permitted by applicable law, even if any remedy ​​fails of its essential purpose.

Some states or other jurisdictions do not allow the limitation of liability so the foregoing limitations may not apply ​​to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.

s. License Grant

Certain of the SPARE Services require the use of software and software applications provided to you by Company ​​(collectively "Software"). Company and its licensors grant you a limited, nonexclusive license to use Company's ​Software in the United States that we ​provide to you solely in accordance with this Agreement and any user ​documentation we may provide, including ​all updates, upgrades, new versions and replacements of the Software ​(all of which become part of the "Software") ​for your personal use only in accordance with this Agreement. If the ​Software will be downloaded to a mobile ​device, this license extends to your use of the Software on a device that ​you own or control, as long as your use is ​permitted by the usage rules set forth for your particular device (for ​example, the Apple App Store Terms of Use). ​You may not rent, lease or otherwise transfer your rights in the ​Software to a third party. You must comply with ​the implementation and use requirements for the Software ​contained in this Agreement or in any SPARE Services ​documentation we provide to you. If you do not comply ​with such implementation and use requirements, you will ​be liable for all resulting damages suffered by you, ​Company or any third parties. You agree not to alter, ​reproduce, adapt, distribute, display, publish, reverse ​engineer, translate, disassemble, decompile or otherwise ​attempt to create any source code which is derived from ​the software. You acknowledge that all rights, title and ​interest to Company's software are owned by Company. ​Your rights to use the Software cease immediately upon ​termination of this Agreement and you must delete all of ​your copies of the Software.

t. Indemnification

You agree to defend, indemnify and hold harmless Company and its parent, affiliates, officers, directors and ​​employees from any claim or demand (including any damages, losses, expenses and attorneys fees resulting ​​therefrom) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your ​use of the SPARE Services. SPARE may assume the defense of any third party claims that you must indemnify it ​for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party ​claims involving more than the payment of money without SPARE's written consent.

u. Assumption of Rights

If Company makes a payment to you for a claim, reversal or chargeback that you file with us against a recipient of ​​your payment, you agree that Company assumes your rights against the recipient and third parties related to the ​​payment, and may pursue those rights directly or on your behalf, at Company's discretion.

v. Release of Company

If you have a dispute with one or more SPARE users or Authorized Agents relating to payment, SPARE is not ​​responsible for any such dispute and you hereby release Company (and our officers, directors, agents, joint ​​ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind ​​and nature arising out of or in any way connected with such disputes.

w. Modification of Terms

We may amend this Agreement at any time by posting a revised version on our website. The revised version will ​be ​effective at the time we post it unless it contains material changes. If we make material changes to our ​Agreements ​with you, we will provide 21 days notice to you before the changes become effective. By using the ​SPARE Services ​after a new Agreement has been posted, you agree to the revised Agreement.

x. Survival

In the event of termination of this Agreement or SPARE Services, the Terms In this Agreement that by their nature ​​are continuing shall survive such termination, including but not limited to the disclaimers and limitations of ​​liabilities.

y. Force Majeure

We shall not be liable for any delay or failure in the performance or in delivery or shipment of materials, or for any ​​damages suffered by you by reason of such delay or failures, directly or indirectly caused by or in any manner ​​arising from or connected with acts of God, acts of public enemies, riots, strikes, acts of governmental agencies, ​​labor difficulties, failure of our power, telecommunications or other suppliers, delays in securing or shortages of ​​raw materials, breakdown or destruction of any system or equipment, or any other cause or causes beyond our ​​control, whether or not similar to those enumerated herein.

z. Miscellaneous

This Agreement and other documents (including but not limited to the Privacy Policy) referenced in or linked to ​​this Agreement, which are hereby incorporated herein and made a part of this Agreement by this reference, ​​contain yours and our entire Agreement regarding your use of the SPARE Service. If any provision of this ​​Agreement is deemed to be illegal or unenforceable, such provision shall be enforced to the extent possible, and ​any remaining illegality or ​unenforceability will not affect the validity or enforceability of any other provisions of ​this Agreement, which ​together will be construed as if such illegal or unenforceable provision had not been ​included in this Agreement. ​Any legal action arising out of your use of the SPARE Services must be brought within ​one year after the cause of ​action has arisen. The section headings in this Agreement are for convenience of ​reference only and are not to be ​considered as parts, provisions or interpretations of this Agreement. You may not ​transfer or assign any rights or ​obligations you have under this Agreement without the Company's prior written ​consent. Company reserves the right ​to transfer or assign this Agreement or any right or obligation under this ​Agreement at any time. Our failure to act ​with respect to a breach by you or others does not waive our right to act ​with respect to that breach or subsequent or ​similar breaches.

aa. Independent Contractors

The parties agree they are independent contractors to each other in performing their respective obligations ​​hereunder. Nothing in this Agreement or in the working relationship being established and developed hereunder ​​shall be deemed or is intended to be deemed, nor shall it cause the parties to be treated as partners, joint ​​venturers, agents, or otherwise as joint associates for profit.

N. HOW TO CONTACT US

If you have questions or concerns regarding this Agreement, or any feedback that you would like us to consider, ​​please email us at admin@gotspare.com or click here. You may also write to us at SPARE, Attn: Agreement ​​Department, 750 San Vicente Blvd West Hollywood, CA 90069

Copyright © 2024 SPARE CS, Inc. All rights reserved.

SPARE CS, Inc. is a financial technology company, not a bank. Banking services provided by partner banks, members FDIC.