TERMS & CONDITIONS OF USE

These Spendbase Terms and Conditions of Use (the “Terms and Conditions” or the “Terms’) set out how we will provide you with the Spendbase Service(s). Words used in these Terms and Conditions have the meaning as defined in the Glossary below.

By creating an Account and clicking the “I accept” button for the use of the Spendbase Platform, you acknowledge and agree to these Terms. You may only open an Account and use the Services if it accepts all these Terms, which constitute this Agreement (hereinafter referred to as the “Agreement”).

We have different Spendbase entities globally. Your Agreement is with each relevant entity providing each relevant Service to you in the country where you specify you want to receive each relevant Service.

For the Spendbase Services, your contracting party is:

For Spendbase Services from the UK: Spendbase Ltd., registered under company registration number 14725974, having its registered address at 124-128 City Road, London, EC1V2NX, United Kingdom (“Spendbase Ltd”). 

For Spendbase Services from the USA: a Corporation established in Delaware, USA, having its principal office located at 16192 Coastal Highway, Lewes, DE 19958 (“Spendbase Inc”), 

(collectively named the “Spendbase”).

You may have a contractual relationship with more than one Spendbase entity and, separately, with certain Third Party Payment Services Providers. This is generally because the Services provided to you may be from different entities operating in different countries under different laws and regulations.

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Spendbase (“we”, “us”, or “our”), concerning your access to and use of the https://www.spendbase.co/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to and will be deemed to have been made aware of and to have accepted the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

Unless otherwise indicated, the Site is our proprietary property, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and under Applicable Law, international copyright laws, and international conventions.

The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Except as expressly permitted by these Terms, the Company may not, directly or indirectly, and may not permit, assign to, contract or assist any third party to:

• distribute, rent, lease, market, sublicense, resell or otherwise make use of or transfer the Content or any portion thereof;
• reverse engineer, decompile or disassemble all or any portion of the Content;
• update, modify, reproduce, duplicate, copy, create derivative works from, publicly display, distribute or otherwise disseminate the Content or any part thereof;
• extract or attempt to extract source code from the object code of any of the Content; or
• destroy or otherwise remove any proprietary notices or labels on or embedded within the Content or any portion thereof.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms and Conditions; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Spendbase will obtain certain information and documents about you and the persons (individuals or entities) that have the authority to manage your affairs and represent you (and possibly also about other associated persons) in order to meet its obligations under Applicable Law (collectively “KYC Information”). KYC Information may, for example, include information and documents enabling you to prove, and Spendbase to verify, your and the identity of the persons (individual or entities) that have authority to manage your affairs and represent you and that of your or their controllers, the purpose and nature of your business, and your location. When Spendbase asks for and reviews your KYC Information, Spendbase will follow Applicable Law, its internal procedures and act reasonably.

You must pay Spendbase the Fees related to the Services for which you are registered. The amount of the Fees will vary depending on the number of Services and volumes used. Fees related to subscription plans will be billed in advance/upfront, whereas Fees related to non-recurring add-ons will be billed in arrears either immediately after such an add-on has been ordered or in the next subscription plan invoice. Billing cycles are monthly. At the end of each Billing Cycle, the Service will automatically renew under the exact same conditions. Invoices for the Fees will be sent via e-mail to the Administrators of your Account.

We accept the following forms of payment:

• Debit Card/Credit Card,
• External wallet
• Bank transfer
• Peer to peer.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. 

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging of your payment method on a recurring basis without requiring your prior approval for each recurring charge until you notify us of your cancellation.

Fees shall be paid by you to us net of any charges levied by any bank and/or any Third Party Payment Services Provider. By accepting these Terms, the Company acknowledges and agrees that we shall not be liable for any part of such charges, which shall remain at all times and under all circumstances under your sole responsibility.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

This Agreement is in effect with respect to your Account when you submit an application for Account registration to Spendbase and activate the Account. This Agreement continues until terminated by either party.

You can cancel your subscription at any time by logging into your Account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. You will remain responsible for any Charges, Fees, Fines or penalties caused by your action or inaction prior to terminating the Agreement. If you reapply or reopen an Account or use or attempt to use the Services or Cards, you are agreeing to the agreement terms in effect at that time. Spendbase may terminate this Agreement or suspend the Account or Cards, with immediate effect, by providing you with a notice of termination. Spendbase may, at its own discretion, decide to terminate the Agreement with immediate effect if you should fail to pay one or more of the due Fees. In cases under the previous sentence, you agree and acknowledge that all Fees under the subscription period to which you have committed shall become due, and you will be liable to Spendbase for the aggregate amount of all Fees to be paid for the remaining duration of the subscription period.

If you are unsatisfied with our services, please email us at hello@spendbase.co

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that we specifically endorse or approve.

As a user of the Site, you agree not to:

• Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
• Use any information obtained from the Site in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Site in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Site.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
• Engage in any automated use of the system, such as using scripts to send comments or messages or using any data mining, robots, or similar data gathering and extraction tools.
  Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “PCM”).
• Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion of the Site.
• Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
• Except as may be the result of the standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including, without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Site.
• Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails or creating user accounts by automated means or under false pretenses.
• Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Use the Site to advertise or offer to sell goods and services.
• Sell or otherwise transfer your profile.

The Site does not allow users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms and Conditions.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms and Conditions.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by Us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person or to promote violence against a specific person or class of people.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate any third party’s privacy or publicity rights.
• Your Contributions do not violate any applicable law concerning child pornography or otherwise intended to protect the health or well-being of minors.
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your Contributions do not otherwise violate or link to material that violates any provision of these Terms and Conditions or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Site.

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other Feedback regarding the Site, you agree that we can use and share such Feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any Intellectual Property Rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in the Contributions you provide in any area on the Site. You are solely responsible for your Contributions to the Site, and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such a Third-Party Account, except the username and profile picture that become associated with your account.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) you provided are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us.

If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be made through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases, which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites, and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

We reserve the right, but not the obligation, to (1) monitor the Site for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

We care about data privacy and security. Please review our Privacy Policy: https://www.spendbase.co/privacy-policy/.  By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions. Spendbase will not process Company Data for purposes other than those specified in this Agreement, except when required to do so under Applicable Law or in cases where Spendbase has its own legal basis for such processing.

These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, and injunctive redress.

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason without notice at our sole discretion. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

The Agreement and any Dispute or non-contractual disputes or claims arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

PLEASE READ THIS SECTION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND SPENDBASE.

You and Spendbase mutually agree that any and all Disputes, whether past, present, or future, will be resolved through arbitration unless the Dispute falls within an exception specified below. It is further agreed that any arbitration conducted in accordance with this Section will not be conducted as a class, group, or representative action. The arbitrator’s decision may be enforced in any court with jurisdiction.

Spendbase seeks to address your concerns without the necessity of a formal legal dispute. Prior to filing a claim against Spendbase, you consent to make an effort to resolve the Dispute informally by notifying Spendbase of the actual or potential Dispute. In a similar manner, Spendbase will notify you of any actual or potential Dispute in an attempt to informally resolve any claim before taking formal action. The party providing notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) your name, the Notifying Party’s contact information for Dispute-related communications, and sufficient details about the Dispute to enable the other party (the “Notified Party”) to comprehend the basis of and assess the issues raised. If the Notified Party responds within fourteen (14) Business Days after receiving the Notice of Dispute, expressing readiness and willingness to engage in good faith discussions to resolve the Dispute informally, then both parties will promptly participate in such discussions in good faith.

In the improbable situation where a dispute between parties remains unresolved after a period of 60 (sixty) days, this dispute will ultimately and exclusively be settled through binding arbitration. Any decision to engage in arbitration, at any point, will be considered conclusive and binding upon the other party. If either party attempts to initiate arbitration without first providing a Notice of Dispute and fully complying with all obligations in the preceding paragraph, then, irrespective of any other provision in this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and award the other party all costs and expenses (including reasonable attorneys’ fees) incurred in connection with such Dispute.

Both parties consent to arbitration. Similarly, both parties commit to settling any Disputes that remain unresolved through informal means, as detailed above, through the process of final and binding arbitration, as outlined herein, except as specified in this particular Section.

Either you or Spendbase may start arbitration proceedings. Any arbitration between you and Spendbase will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) and then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by this Agreements, and will be administered by the International Court of Arbitration of the ICC.

Any arbitration will be conducted in the English language, and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the laws of England and Wales, without regard to choice or conflicts of law principles.

Unless specified by applicable law or explicitly outlined in this Agreement, in the event that the arbitration agreement does not apply to you or your Dispute, both you and Spendbase concur that any legal proceeding must be initiated in a court of competent jurisdiction situated in London. Both parties willingly consent to the jurisdiction and venue there, with the provision that either party retains the right to file a lawsuit to confirm an arbitral award in any court with jurisdiction.

This arbitration agreement will persist even after the termination or expiration of this Agreement. Except for the clauses in this arbitration agreement that prohibit consolidated arbitration, if a court determines that any part of this arbitration agreement is invalid or unenforceable, the remaining portions of this arbitration agreement will remain valid and enforceable. If a court deems the prohibition of consolidated arbitration to be invalid or unenforceable, the entire arbitration agreement will be considered void (but none of the provisions of this Agreement unrelated to arbitration will be void), and any remaining Dispute must be pursued in court as per the prior paragraph.

All information related to the existence of and details about any Dispute will be treated as confidential by both parties and will not be disclosed by either party except as reasonably required for arbitration proceedings or to confirm or enforce an arbitration award. If any such disclosure is necessary under the applicable law, the parties will work together reasonably to obtain protective measures or otherwise maintain the confidentiality of the information to the best extent possible.

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time without prior notice.

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of (1) use of the Site; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

We will maintain certain data that you transmit to the Site for the purpose of managing the Site’s performance, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Visiting the Site, using our Services, sending us emails, and completing online forms constitute electronic communications. By clicking the ‘I Accept’ button to this Agreement, you consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

If you have a complaint about our Services, please email us at hello@spendbase.co so that Spendbase can investigate the circumstances for you. You should clearly indicate that you wish to make a complaint to us. This helps us to distinguish a complaint from a mere query.

We will aim to resolve your complaint immediately, competently, diligently and impartially, obtaining additional information as necessary in accordance with our obligations under applicable law, but where this isn’t possible, we will send you a prompt acknowledgement confirming that your complaints are in progress of consideration.

We endeavor to provide you with an answer or resolution to your complaint within the timeframes as outlined by the Financial Ombudsman. We will contact you if this is not possible due to unforeseen circumstances or lack of information.

We aim to resolve complaints and send you a final response within 15 business days of receipt of your complaint. However, if we need longer to carry out a detailed investigation and the complaint refers to other issues excluding payment services and electronic money, we will send you an update on the progress of your complaint, which will include the deadline by which you should receive a final reply which should be within 8 weeks.

These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.

These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.

In order to resolve a complaint regarding the Site or to receive further information regarding the use of the Site, please contact us at:

Spendbase Inc.. 16192 Coastal Highway, Lewes, DE 19958, United States; OR

Spendbase Ltd., Company No 14725974, having its registered address at 124-128 City Road, London, EC1V2NX, United Kingdom; OR

hello@spendbase.co.

In addition to terms defined elsewhere in these Terms, the following definitions apply to the Agreement:

Account means your corporate software account with Spendbase, which is used to access Services, including reviewing expenses and managing cards and SaaS systems.

Administrator means your representative, who is authorized by you to manage your Account and act on your behalf, including accepting the terms of this Agreement.

Applicable Law means any and all laws, ordinances, constitutions, regulations (including guidance), statutes, treaties, rules, codes, licenses, certificates, franchises, permits, principles of common law, requirements and orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any governmental body having jurisdiction over a specified person or any of such person’s properties or assets.

You means a Company that is applying for or has opened an Account, uses the Services and manages Cards, and is executing this Agreement.

Company Data means any data, information or other material provided, uploaded, or submitted by you to the Service in the course of using the Service. For the avoidance of any doubt, the term Company Data does not relate to any information that the parties exchange in the course of the negotiation, conclusion, change or termination of the Agreement (e.g. information provided in the course of creating Account, billing details, information collected for the purposes of your identification or the identification of your UBOs, Administrators, Users, and Cardholders, etc.), including any instructions, requests, and other similar submitted by you to Spendbase in relation to the performance of the Agreement.

Data Protection Laws means all applicable data protection and privacy laws to which the personal data under this Agreement is subject to, including Regulation (EU) 2016/679 (the “GDPR”), the Data Protection Act 2018 (the “UK-GDPR”), as well as any other applicable country-specific or state-specific data protection and privacy law of the countries where Spendbase operates. “Controller”, “Processor”, “Data subject”, “Personal data”, “Personal Data Breach” and “Processing” have the meaning given under the Data Protection Laws.

Dispute means any dispute, claim, or controversy arising from or relating to this Agreement, including any incorporated terms.

Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.

Fees mean charges we impose on you for use of Services or your Account.

Intellectual Property Rights means any proprietary or licensed-in patents (including supplementary protection certificates), trademarks, service marks, domain names, names, images, logos, registered designs, utility models, design rights, moral rights, topography rights, rights in databases, copyright, software (both source and object code), incentives, trade secrets and rights of a similar or corresponding nature in any part of the world (whether or not registered or capable of registration) and all applications and rights to apply for or for the protection of any of the above.

Notice means any physical or electronic communication or legal notices related to this Agreement that are provided to your Users or Administrators through text or SMS, email, the Account, or by other means.

Personal Data means data that identifies or could reasonably be used to identify a natural person.

Restricted Activities means the list of prohibited business types and activities listed in the Agreement as updated from time to time that may render you ineligible for an Account.

Services means the software expense and corporate Card management services and all other services provided by Spendbase through your Account.

Third-Party Services means any services of any description provided to Spendbase by third parties in respect of the Services, you and/or Users.

Third-Party Service Provider means a third party that assists Spendbase in providing the Services to you, that supports Spendbase internal operations, or that provides other services related or connected to, or provided through the Services or an Account.

Users means any employees, contractors, agents, or other individuals permitted to use Services or Cards on your behalf.