Terms of Service for Spinify Pty Ltd ACN 611 511 936 & all related bodies corporate

Spinify’s slogan is “makïng work fun” so we’ve tried to give you our T&C’s in a readable format. If you’ve got any questions, feel free to email us at info@spinify.com. The T&C’s below govern your use of all Spinify websites, applications, software, content, technologies and services (“Services”) including but not limited to https://spinify.com. Spinify is the owner of trademarks and copyrights and intellectual property of the designs and systems of the products and services offered for purchase and use through the Website and associated channels. 

Terms of Service

Updated on September 7, 2016

These Terms of Service are a legally binding agreement (“Agreement”) between you and Spinify, Inc. (“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.wpengine.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.wpengine.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.wpengine.com/terms] as may be in effect and modified by Spinify from time to time.

4. DEFINITIONS

Account” 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

    1. License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, and revocable license to use the Spinify Application solely as permitted by the functionality of the Spinify Application, which may vary by User. We reserve all rights not expressly granted in this Agreement. We may terminate this license or your access to the Spinify Application at any time for any reason or no reason.
    2. Eligibility. To use the Spinify Application, you must register for an Account. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. The Spinify Application is not designed for use by or in connection with anyone under the age of 18, and you accept any and all liability that may arise from your use of the Spinify Application relating to anyone under the age of 18. Any use or access of the Spinify Application by anyone under the age of 18 is strictly prohibited and in violation of this Agreement. If you have previously been removed from the Spinify Application, you are prohibited from creating an Account and doing so is in violation of this Agreement.
    3. Accounts. By registering for an Account, you agree to provide true, accurate, and complete information on all registration and other forms you access on the Spinify Application or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to register for more than one Account without express written permission from Spinify. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
      1. Verification. When you register for an Account and from time to time thereafter, your Account will be subject to verification. You authorize Spinify, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address, subject to applicable law.
      2. Security. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account and your username and password.  You authorize Spinify to assume that any person using the Spinify Application with your username and password, either is you or is authorized to act for you.  Furthermore, you are responsible for any and all activities and conduct, whether by you or anyone else that are conducted through your Account. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password.  You further agree not to use any username, or password of another User of the Spinify Application that you are not authorized to use. Spinify is not liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.
    4. Rules and Restrictions. Spinify reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Spinify Application upon discovery that any information you provided on any form or posted on the Spinify Application is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement, or for any other reason or no reason in Spinify’s sole discretion. In connection with your use of the Spinify Application, you acknowledge and agree that you will not:
      1. Target or harm minors in any way;
      2. Transmit any information which may invade another’s right of privacy;
      3. Impersonate any person or entity, including any User;
      4. Post or transmit any material that contains a virus or corrupted data with the intent to damage or otherwise disrupt another computer;
      5. Use the Spinify Application in a manner that adversely affects the availability of its resources to other Users. This includes, but is not limited to: use of all caps, flooding continuous postings of repetitive text, harassing other members, or attempting to solicit personally identifying information of another member;
      6. Post or transmit any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation without written consent of Spinify;
      7. Post, transmit, or otherwise make available any material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements);
      8. Post, transmit, or otherwise make available any material that infringes trademark, trade secret, copyright or other proprietary rights of any party;
      9. Copy, reproduce, publish or otherwise repost information obtained on the Spinify Application;
      10. Attempt to disrupt or damage the Spinify Application in any fashion or otherwise intentionally attempt to impair Spinify’s servers or computers;
      11. Attempt to gain unauthorized access to the Spinify Application, Accounts, computer systems or networks connected to Spinify through hacking, password mining, scripts, “bots”, or any other means;
      12. Attempt to steal, mimic, etc. the look and feel, features, or intellectual property of Spinify or any User(s);
      13. Make the Spinify Application or User Data available to, or use the Spinify Application or User Data for the benefit of any other party or disassemble or reverse engineer any or all of the Spinify Application;
      14. Access the Spinify Application to build a competitive product or service;
      15. Attempt to obtain any materials or information through any means not intentionally made available through the Spinify Application, including indexing any content of the Spinify Application for commercial or non-commercial purposes;
      16. Attempt to manipulate identifiers in order to disguise the origin of any post or transmitted material;
      17. Violate any local, state, national or international laws;
      18. Post, store, transmit, or otherwise make available any material that is or may be unlawful, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
      19. Interfere with any other User’s use and quiet enjoyment of the Spinify Application; and/or
      20. Collect or store User Data or other information about other Users in connection with the prohibited conduct and activities set forth in the paragraphs above.

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

  1. Sharing Personal Information with Client. All use or disclosure of User Data including Personal Information will be shared or disclosed only in accordance with applicable law. You authorize us to share your Personal Information your employer as needed to verify your registration on the Spinify Application and to facilitate your use of the Spinify Application. You will be given the opportunity to opt-in to disclosures for sharing and marketing purposes through the Spinify Application. If you elect to participate in the Spinify Application, the Spinify Application requires use or disclosure of Personal Information in order to fulfill your requests on the Spinify Application. The use of the Spinify Application is at your own risk. Spinify does not assume liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Spinify Application. Moreover, Spinify makes no warranty, guarantee or assurance regarding the security of the information transmitted to Spinify while in the process of transmission.
  2. Dealings with Other Third Parties. Your participation, correspondence or business dealings with any third party or any other terms, conditions, representations or warranties associated with a third party found on or through the Spinify Application, are solely between you and such third party and you agree that Spinify shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings. Spinify is not responsible for any interactions between Users of the Spinify Application. BEFORE CONSIDERING TO MEET ANOTHER USER IN PERSON OR OTHERWISE HAVE INTERACTION, USERS SHOULD CONTEMPLATE ANY BASIC SAFETY CONCERNS.
  3. The links on the Spinify Application will let you leave the particular portion of the Spinify Application or service you are accessing in order to access a linked site (the “Linked Sites”). Spinify provides these links as a convenience, but does not control or endorse these Linked Sites, nor has Spinify reviewed or approved the content which appears on the Linked Sites. You acknowledge and agree that Spinify shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the Linked Sites.
  4. Third Party Vendors. Spinify may use vendors, contractors or other third-party service provides to help provide the Spinify Application to you, and we may change our use of such vendors and contractors at our sole discretion and without notice to you.

7. INTELLECTUAL PROPERTY

  1. Spinify retains all right, title, and interest to the Spinify Application, including without limitation, all software used to provide the Spinify Application and all trademarks, service marks, logos, trade names and any other proprietary designations reproduced through the Spinify Application. This Agreement does not grant User any of Spinify’s or of Spinify’s licensors or Spinify suppliers’ Intellectual Property Rights in the Spinify Application. User agrees to comply with all copyright and other intellectual property notices accessed through the Spinify Application.
  2. You acknowledge and agree that all feedback, comments, questions and suggestions (“Feedback”) you provide to Spinify are the sole and exclusive property of Spinify. You hereby irrevocably assign to Spinify and agree to irrevocably assign to Spinify all of your right, title, and interest in and to all Feedback, including without limitation all Intellectual Property Rights therein, and waive any moral rights you may have. At our request and expense, you will undertake any tasks we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for the Feedback. Spinify shall have no obligation concerning the Feedback, including but not limited to no obligation to return any materials or acknowledge receipt of any Feedback. By sending or otherwise transmitting Feedback to Spinify, you represent and warrant that you have the right to disclose the Feedback and the Feedback does not violate the rights of any other person or entity. This Feedback section shall survive any termination of your Account or the Spinify Application.

8. RELATIONSHIP TO SPINIFY

  1. Spinify is not a party to the dealings between Users, including performance of you or any User using the Spinify Application. Spinify does not, in any way, supervise, direct, or control a User or a User’s work. Spinify does not set any User’s work hours, work schedules, or location of work, nor is Spinify involved in determining the amount, timing, or payment of any type of wages, fees, bonuses, benefits or other entitlements whatsoever.
  2. Spinify does not deduct any amount for withholding, unemployment, Social Security, or other taxes for any User each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to User’s performance, and any User’s acceptance, of any employment or business relationship.
  3. Spinify is not required to and may not verify any feedback or information including User Data given to us by Users, nor does Spinify perform background checks on Users. Spinify may, at its discretion, provide User Confidential Information including User Data to third party service providers for purposes of identity verification, background checks including credit score and similar checks, immigration status or other similar services that, in Spinify’s reasonable discretion, facilitate the provision of the Spinify Application.
  4. No Endorsement. You hereby acknowledge and agree that in rendering the the Spinify Application, Spinify may provide information about a User or verification of identity or credentials. However, such information is based solely on User Data and other information or data that Users voluntarily submit to Spinify and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Spinify; Spinify provides such information solely for the convenience of Users.

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 info@spinify.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.

  1. Arbitration. If we have not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Spinify agree otherwise. If you are using the Spinify Application for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Spinify Application for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Spinify from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
  2. Class Action and Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SPINIFY APPLICATION FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SPINIFY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
  3. Exceptions: Intellectual Property; Small Claims. Notwithstanding your and our decision to resolve all disputes through arbitration, either of us may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

10. DISCLAIMERS

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.

11. RELEASE

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 CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS 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.

12. INDEMNIFICATION

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:

  1. your use of or your inability to use the Spinify Application;
  2. delays or disruptions in the Spinify Application;
  3. viruses or other malicious software obtained by accessing, or linking to, the Spinify Application;
  4. glitches, bugs, errors, or inaccuracies of any kind in the Spinify Application;
  5. damage to your hardware device from the use of the Spinify Application;
  6. the content, actions, or inactions of third parties’ use of the Spinify Application;
  7. a suspension or other action taken with respect to your Account;
  8. your reliance on the quality, accuracy, or reliability of metrics found on, used on, or made available through the Spinify Application; and
  9. your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement.

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.

14. MISCELLANEOUS

  1. Governing Law and Disputes. This Agreement and any dispute that may arise between you and Spinify, will be governed exclusively by the laws of the State of California without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive venue for any action arising based on the use of the Spinify Application or this Agreement shall be the state and federal courts located in the city of San Francisco, California.
  2. Assignment. You may not transfer this Agreement or any rights and licenses granted under this Agreement. This Agreement may be assigned by Spinify without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
  3. Survival. After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
  4. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Spinify’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
  5. Entire Agreement. Except as expressly provided in a particular “legal notice” on the Spinify Application, this Agreement constitutes the entire agreement between you and Spinify with respect to the use of the Spinify Application.

For any questions or comments, or to report violations of this Agreement, let us know, or contact us at info@spinify.com.