("Agreement") is a contract between You and SPG Solutions, LLC. and
applies to your use of the Click4Advisor™ Services and any related
products available through www.click4advisor.com (collectively the
"Service"). If you do not agree to be bound by the terms and
conditions of this Agreement, please do not use or access our
In this Agreement, "you" or "your" means any person or entity using the Service ("Users"). Unless otherwise stated, "SPG Solutions" "SPG" "Click4Advisor" "we" or "our" will refer collectively to SPG Solutions, LLC. and its subsidiaries. In addition, "Advice" means any advice or other products or services you receive from an "Advisor."
1. Eligibility. Our Services are available to individuals or businesses that can form legally binding contracts under applicable law in USA and Canada. Our Services allow calls to and from anywhere in the world. SPG Solutions reserves the right to accept or deny any application to become a User for any reason.
2. Service Provider. SPG Solutions is only a service provider. We act as a service provider by creating, hosting, maintaining, and providing our services to enable Users to receive Advice from Advisors via the Internet and Phone lines. We do not provide any Advice or other related products and services ourselves. We do not have control over the Advisor or the Advice available through the Click4Advisor Service. Advisors are not evaluated or screened by SPG Solutions, Advisor credentials are not verified by SPG Solutions, and we do not verify, guarantee or make any representations regarding the identity or qualifications of any Advisor, nor the appropriateness of their category location. Therefore, SPG Solutions is not responsible for the quality, veracity, accuracy, relevance, applicability, wholeness, safety and legality of any Advice, either spoken or written by Advisors, including details within Advisor profiles. User is solely responsible for the evaluation of Advisor qualifications and Advice. Users who disclose personal contact information to Advisors do so at their own risk. SPG Solutions does not recommend or endorse any particular Advisors, nor any products or services offered by any Advisor, and does not warrant that Advisors found at Click4Advisor have the capabilities required to advise you to satisfactorily. Users who seek Advice do so at their own risk, and SPG Solutions is exempt from any responsibility in this regard. If You have a dispute with an Advisor, or suffer any harm arising out of or connected with the Services, You hereby waive all claims against and release all SPG Solutions parties (including employees, officers, directors, shareholders, subsidiaries, suppliers, partners and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any Advice or with regard to such disputes.
3. Deposit, Balance, Transaction and Payment. User will make periodic deposits to SPG Solutions via the Click4Advisor User interface to create a balance to enable your usage of the Service. Deposits will be made via Your credit card or check account. Your balance is at all times available for reference at Your User control panel. Your balance will increase and decrease as You deposit funds and make Click4Advisor calls. You hereby authorize SPG Solutions to collect fees for each Click4Advisor call, "Transaction", by debiting your User account balance immediately upon conclusion of each transaction, regardless of quality or completeness. Fees for calls are calculated based on the per-minute rate listed and the duration of the call. Click4Advisor call rates are set forth in each individual Advisor's listing. You will only be able to make Service calls with a positive balance in Your account. At no time will SPG Solutions refund an existing balance to a User. Once a deposit has been made the value of the balance can only be realized via Click4Advisor calls.
4. Responsibility and Compliance. You will not use the Site for any purpose that is unlawful, fraudulent or contrary to this Agreement and/or related policies. You will cooperate fully with SPG Solutions to investigate any suspected unlawful, fraudulent or improper activity. You will conduct all paid communications that you have with Advisors only through the Service, and you will not circumvent or attempt to circumvent the Service using third-party payment services. You will not use the Service to harass other Users or Advisors or to interfere with any other party's use of the Service. You will respect the privacy of others and not use the Service for inappropriate or unwelcome communications. Attempt to gain unauthorized access to any other User or Advisor account information, computer systems or networks associated with the Service is prohibited. You will provide current and accurate payment registration and personal contact information. False identification or impersonation of any other person or use of a name that you are not authorized to use is prohibited. "Spam," or unsolicited mass distribution of email or bulletin board postings to the Click4Advisor system is prohibited, and CAN-SPAM legislation applies to the Service environment. See our NO-SPAM Policy for further information. Any actions which may undermine the Service's feedback system is prohibited. Creation of any obscene, offensive, tasteless, defamatory or hateful content or User names in the Service is prohibited.
5. Billing Disputes. If You dispute any charge made through the Service, You must notify SPG Solutions within 48 hours in writing via our Customer Care form or through an email to email@example.com of any such charge; failure to so notify SPG Solutions shall result in the waiver by You of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by SPG Solutions. SPG Solutions reserves the right to credit Your account, in full or part, for the disputed transaction in question. Credit will be issued to Your account for use toward subsequent calls. Reimbursement limit is two (2) transactions per month, and maximum $10 per transaction. If You do not follow these Billing Disputes procedures and instead deny your credit card transactions after the fact, thereby resulting in a chargeback to SPG Solutions, You become liable not only for transaction activity in question, but also for the $35 per each individual chargeback transaction which covers bank-related chargeback fees and administrative fees associated with Your actions. Further, in such cases, You agree that SPG Solutions will have the right to disclose your Confidential information to the public and to any parties that may help in the collection process. Additionally, You agree that SPG Solutions will have the right to employ a collection agency to pursue proper payment from You; and if You refuse to pay the delinquent amount due, You understand and agree that SPG Solutions has the right to report such delinquent account to the appropriate credit bureaus.
7. Modification and Termination. SPG Solutions reserves the right in its sole discretion to modify the terms and conditions of Your use of the Service, without notice. All modified terms and conditions will be effective thirty (30) days after initial publication. If any modification is not acceptable to You, Your only recourse is to discontinue use of the Service. By continuing use following any posting of a new User Agreement or policies, you accept and agree to be bound by the new Agreement and/or policies. SPG Solutions may at any time terminate the Service, terminate this Agreement, or delete any User or Advisor from the system. SPG Solutions will notify You via email of any such termination or deletion, which shall be effective immediately. Upon deletion or termination or expiration of this Agreement for any reason, You shall remain liable for any amount due for phone calls already delivered through Click4Advisor Service.
8. Confidentiality. Each party understands and agrees that the terms and conditions of this Agreement and all non-tariff documents referenced herein are confidential as between You and SPG Solutions and shall not be disclosed by either party to any party other than the respective professional advisors of SPG Solutions and You or as may be required by applicable law.
9. Liability. SPG Solutions shall not be responsible for any act or omission by You. SPG Solutions shall not be liable for any actual, incidental, consequential or punitive damages resulting, directly or indirectly, from the Click4Advisor Services provided hereunder, including but not limited to transmission outages, interruptions and blockages. You acknowledge liability for any and all charges resultant of intentional or unintentional usage, including but not limited to fraudulent misuse of Click4Advisor Service. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations waive their rights under analogous laws, statutes or regulations.
10. No Warranty. SPG SOLUTIONS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO CLICK4ADVISOR SERVICES AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
SPG SOLUTIONS DOES NOT WARRANT THAT PRODUCT OR SERVICE DESCRIPTIONS OR OTHER CONTENT OF THIS SITE IS ACCURATE, CURRENT, OR ERROR FREE. IF A PRODUCT OR SERVICE IS NOT AS DESCRIBED, YOUR SOLE REMEDY IS TO RETURN THE PRODUCT OR TERMINATE THE SERVICES.
11. Notice. Any notices required or given under this Agreement shall be in writing and sent by First Class mail to addressee's last known address. This notice shall be effective on deposit with the U.S. Post Office.
12. Relationship of Parties. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.
13. Waiver. No term or provision of this Agreement shall be deemed waived, and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of or excuse for, any different or subsequent breach or default.
14. Indemnity. You agree to indemnify, defend and hold harmless SPG Solutions, and its officers, directors, shareholders and agents (the SPG Parties), for any liability incurred or threatened to be incurred by the SPG Parties to any third party as a result of the negligent conduct, willful acts or omissions of You and Your agents, servants, employees or any other parties over whom You exercises control. Such indemnification shall include, without limitation, any liability, including attorneys' fees and court costs, incurred or threatened to be incurred by SPG Solutions as a result of any claim, demand, action, lawsuit or proceeding brought about by Your acts or omissions in connection with the transmission or republication of any material which is found to be defamatory in nature or involves the unauthorized use or infringement of a trademark, trade name, service mark, patent rights or similar data or information transmitted by You over SPG's network.
15. Force Majeure. SPG Solutions shall not be liable for any failure, interruption and/or diminution of Services in the event that such failure, interruption and/or diminution is the result of any fire, flood, epidemic, earthquake or any other act of explosion, strike or other disputes, riot or civil disturbance, war (whether declared or undeclared), armed conflict, any municipal ordinance, or state or federal law, governmental order or regulation, or order of any Court of competent jurisdiction, or other similar forces not within the control of SPG Solutions.
16. Credit Card Fraud. Credit card fraud is a federal offense in United States. SPG Solutions aggressively prosecutes anyone attempting to misuse a credit card number. SPG Solutions employs sophisticated tracking mechanisms and will use all means available to prosecute persons attempting fraud to the fullest extent of the law. All transaction activity through Click4Advisor is tracked and we co-operate with federal and local agencies in case of fraud, submitting all information such as but not limited to: IP addresses, call records including phone numbers, and email addresses.
17. Miscellaneous. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by SPG Solutions in collecting unpaid amounts under this Agreement. This Agreement is executed and shall be governed by the laws of State of California, excluding its conflict of laws principles. This Agreement, together with SPG Solutions' policies referred to in this Agreement is the complete agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any other agreement or understanding, written or oral. To the extent that there are any conflicts between the terms or conditions in such related policies and this Agreement, the terms and conditions of this Agreement shall govern. Any modifications to this Agreement must be made in a writing approved by the SPG Solutions and executed by both parties. Should any provision of this Agreement be declared void or unenforceable, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original terms and the remainder of this Agreement will remain in full force and effect.