These Terms of Service are a legally binding agreement (“Agreement”) between you and Spinify Pty Ltd. (“Spinify”, “we” or “us”). This Agreement governs your use of any Spinify service or technology, including all websites associated with Spinify (including all domains and sub-domains of www.spinify.com), all application programming interfaces (“API(s)”), and all applications and other tools provided by Spinify (collectively, the “Spinify Application”).
YOU ARE RESPONSIBLE FOR CAREFULLY READING THIS AGREEMENT. PAY SPECIAL ATTENTION TO THE BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISIONS AS THESE REQUIRE YOU TO USE ARBITRATION IN THE EVENT OF A DISPUTE UNDER THIS AGREEMENT INSTEAD OF JURY TRIAL(S) OR CLASS ACTION(S).
1. YOUR ACCEPTANCE OF THIS AGREEMENT
All references to “you” or “your” mean the person who in any way accesses or uses the Spinify Application, including each of your assignees, successors, and heirs. BY USING THE SPINIFY APPLICATION, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS CONTAINED IN THIS AGREEMENT, YOU ARE PROHIBITED FROM ACCESSING OR USING THE SPINIFY APPLICATION.
You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms and policies incorporated into this Agreement by reference, and any amendments to this Agreement. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number.
2. MODIFICATIONS TO THIS AGREEMENT
You are responsible for regularly reviewing this Agreement at the URL www.spinify.com/terms , Spinify reserves the right, in its sole discretion, to modify this Agreement, and any other documents and/or polices incorporated by reference in this Agreement, at any time and without prior notice. Spinify will notify you of changes by posting at the URL above. Any modifications to this Agreement will become effective thirty (30) days after they are posted on the URL above. Your use of the Spinify Application after the expiration of the thirty (30) days shall constitute your consent to such modifications. If you do not agree, you are prohibited from accessing or using the Spinify Application.
3. OTHER TERMS AND POLICIES
This Agreement includes and hereby incorporates by reference any other terms posted at [www.spinify.com/terms] as may be in effect and modified by Spinify from time to time.
“Agreement” means a User account provided by Spinify to enable access and use of the Spinify Application that is authorized by Spinify.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Spinify.
“Client” means any company that is not an individual User, and that uses the Spinify Application and authorizes Users pursuant to the terms of Client Order between that Client and Spinify.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Personal Information” means information that identifies you as a specific individual and can be used to contact or identify you; examples of Personal Information include your name, email address, postal address, social security number and phone number.
“Third Party Application(s)” means any software application functionality that is provided by Client or a third party and interoperates with Spinify Application.
“User” means an individual acting in her/his own accord or an individual who is authorized by a Client to use the Spinify Application and to whom Client (or Spinify at Client’s request) have supplied a user identification and password. Users may include, for example, Client’s employees, consultants, contractors and agents, and third parties engaged in business transactions with Client.
“User Data” means any data including Personal Information, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Spinify Application or provide to Spinify via the Spinify Application or any Third Party Applications.
5. USE OF THE SPINIFY APPLICATION
Further, you represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Spinify Application is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Spinify Application.
6. CONTENT AND THIRD PARTY INTERACTIONS
7. INTELLECTUAL PROPERTY
8. RELATIONSHIP TO SPINIFY
9. DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Spinify agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
Most disputes can be resolved by contacting Spinify. You can reach Spinify’s support department at email@example.com. We both agree to use our best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Spinify support department, and good faith negotiations shall be a condition to either of us initiating any other process or proceeding.
YOU AGREE NOT TO RELY ON THE SPINIFY APPLICATION, ANY INFORMATION ON THE SPINIFY APPLICATION OR THE CONTINUATION OF THE SPINIFY APPLICATION. SPINIFY EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS, OR THAT SPINIFY WILL CORRECT ALL SPINIFY APPLICATION ERRORS. USER ACKNOWLEDGES THAT SPINIFY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SPINIFY APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SPINIFY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR FOR ANY CONTENT OBTAINED BY SPINIFY FROM PUBLICLY AVAILABLE SOURCES OR THIRD PARTIES AND MADE AVAILABLE THROUGHT THE SPINIFY APPLICATION.
EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, SPINIFY DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPINIFY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. SPINIFY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. CONTENT IS PROVIDED “AS IS” AND THE SPINIFY APPLICATION IS PROVIDED “AS IS,” AND “AS AVAILABLE,” AND BOTH ARE PROVIDED EXCLUSIVE OF ANY WARRANTIES WHATSOEVER.
In addition to the recognition that Spinify is not a party to any contract between Users, you hereby release Spinify, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of any services provided by any User to any other User. Procedures regarding the handling of certain disputes between Users are discussed in Section 9 (Dispute Resolution).
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF ANY LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that Spinify failed to meet our obligations under this Agreement.
YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS SPINIFY, OUR AFFILIATES, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (EACH AN “INDEMNIFIED PARTY”) FROM ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, COSTS, LOSSES, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES) ARISING FROM OR RELATING TO ANY CLAIM, SUIT, PROCEEDING, DEMAND, OR ACTION BROUGHT BY YOU OR A THIRD PARTY OR OTHER USER AGAINST AN INDEMNIFIED PARTY RELATING TO: (A) USE OF THE SPINIFY APPLICATION BY YOU OR YOUR AGENTS, INCLUDING ANY PAYMENT OBLIGATIONS INCURRED THROUGH USE OF THE SPINIFY APPLICATION; (B) FAILURE TO COMPLY WITH THIS AGREEMENT OR ANY OTHER TERMS OR POLICES BY YOU OR YOUR AGENTS; (D) FAILURE TO COMPLY WITH APPLICABLE LAW BY YOU OR YOUR AGENTS; (E) NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD BY YOU OR YOUR AGENTS; AND (F) DEFAMATION, LIBEL, VIOLATION OF PRIVACY RIGHTS, UNFAIR COMPETITION, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ALLEGATIONS THEREOF TO THE EXTENT CAUSED BY YOU OR YOUR AGENTS.
13. LIMITATION OF LIABLITY
Spinify is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
ADDITIONALLY, IN NO EVENT WILL SPINIFY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF SPINIFY, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TERMS OR POLICIES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
For any questions or comments, or to report violations of this Agreement, let us know, or contact us at firstname.lastname@example.org.