Spiny.ai Terms of Service

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY BEFORE ACCESSING OR USING OUR WEBSITE OR OTHERWISE ACCESSING THE SOFTWARE.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

Acceptance of the Terms of Use

These terms of use are entered into by and between You and San Publisher Intelligence, LLP (d/b/a Spiny.ai) (“Company”, “we” or “us”). San Publisher Intelligence LLP is the owner and operator of the Spiny publisher software service. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of Spiny.ai, including any content, functionality and services (collectively, the “Services”) offered on or through Spiny.ai (the “Website”) or any other related URL to the Spiny services (e.g. app.spiny.ai), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Services. By using the website or registering to use the Services, you signify that you unconditionally agree and accept to be legally bound by these Terms, and are entering into a legally binding agreement with us based on these Terms, including our Privacy Policy, found at Privacy Policy, our DMCA Policy, found at DMCA Policy and service level agreement (“Service Level Agreement”) provided at the end of these Terms (collectively, the “Agreement”). In addition, when you use any current or future Spiny.ai services, content or other materials, you also will be subject to the Spiny.ai Service Terms or other agreement governing your use of our services.

Changes to the Terms of Use

We reserve the right to alter these Terms at any time. You can review the most current version of the Terms of Use at any time on this page. All changes are effective immediately when we post them and apply to all access to and use of the Portal, Website and App thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website.

We may alert you to our new terms or notify you of any change via email or through our Services. However, you are expected to check this page frequently, so you are aware of any changes, as they are binding on you. Your continued use of this Service after amended Terms shall constitute that you agree and accept to be legally bound by those changes.

Grant of License

Spiny.ai hereby grants to you a limited, non-exclusive, non-transferable right to use the Service provided that you comply with your obligations under the Agreement, including the following:

  1. We may, at its sole and absolute discretion, without prior notice to you and without liability, reject, prevent, discontinue or suspend your Account and/or your use of the Service if, at its sole discretion, Spiny.ai is of the opinion that your use does not meet Spiny.ai’s specifications or guidelines, or which Spiny.ai may consider to be inappropriate, illegal or harmful to its interests. If Spiny.ai exercises its absolute discretion under this paragraph, it shall have no liability to refund any portion of your pre-paid subscriptions, if applicable. Without limiting or waiving any right against you that Spiny.ai may have under the law or these Terms in relation to any inappropriate, illegal or harmful use, Spiny.ai reserves the right to deduct any costs, damages or expenses that it may have incurred in relation to such inappropriate, illegal or harmful use from your unused pre-paid subscriptions, if any, or to claim the same from you by any other means.
  2. You agree to comply with any policies or guidelines that Spiny.ai may introduce or amend from time to time. Spiny.ai’s policies or guidelines may relate to technical specifications, privacy, acceptable content, and any other matter, as the same may be amended by Spiny.ai, in its absolute discretion, from time to time.
  3. You agree that you will not, and not cause third parties to: (a) modify, disrupt or interfere with the Service, supporting servers, or networks, either manually or through the use of scripts, viruses, or worms; (b) modify, adapt, translate, reverse engineer, decipher, decompile, reproduce, duplicate, copy, deconstruct, sell, trade or resell the Service; (c) excessively overload the systems that Spiny.ai uses to provide the Service; or (d) provide access to or furnish any part of the Service to any third party.
  4. You shall not send or transmit any material which infringes any third party’s intellectual property rights.
  5. You shall not create a false identity or submit inaccurate, false or misleading information.
  6. Spiny.ai may, at its sole and absolute discretion and without prior notice to you, amend, suspend, vary or withdraw the Service, these Terms, Portal, Site and/or App at any time.
  7. You shall be solely responsible for your use of the Service, Portal, Site and App, and shall indemnify Spiny.ai for, and hold Spiny.ai harmless from, all loss, costs, and damages incurred by Spiny.ai in connection with any claims by third parties against Spiny.ai in relation to your use of the Service, Portal, Site and App, and in connection with your breach of these Terms or any policies or guidelines that Spiny.ai may introduce from time to time. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.
  8. You hereby represent, warrant and covenant to Spiny.ai that at all times: (a) you have all rights, consents, licenses and permits that may be necessary or desirable for you to have in order to use the materials, graphics, logos, videos, data or information you input into the Service (where applicable) ("Your Content") in the manner and the purpose for which you use Your Content; (b) all of Your Content comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party.
  9. You represent and warrant to Spiny.ai that you have the full corporate rights, power and authority to agree to these Terms and perform the obligations agreed by you, and that doing so does not and will not violate any agreement or obligation to which you are bound, or any applicable law, rule or regulation.
  10. You hereby agree that Spiny.ai may, but is not obliged to, use your business name and logo and refer to you as a user of the Service in any publicity, press release, advertising or marketing material, throughout the world and using any form of media. If you wish to use or display Spiny.ai’s trademarks or mention Spiny.ai in any publication, website, press release or in any other manner, you must obtain the prior written consent of Spiny.ai.
  11. You agree that you are solely responsible to obtain or provide any hardware or software that you may need to gain access to and use the Service, and for any damage or loss that you suffer as a result of the operation of such hardware or software, including incompatibility with any platforms used by Spiny.ai in providing the Service.
  12. You agree that Spiny.ai is the sole owner of and has the right to use any feedback you provide on the Service in any way whatsoever including to improve existing or create new products and services. Spiny.ai reserves all rights, including any intellectual property, in the Service, Site and App not granted to you expressly in these Terms. Except to the extent set out in the Agreement, or otherwise agreed in writing between us, you are not permitted to use such rights. You hereby agree to grant Spiny.ai a worldwide, royalty-free, non-exclusive license to publish, alter, adapt, compile, host and use (a) Your Content (including, without limitation, to reproduce in a material form, publish, perform, communicate to the public, and to make an adaptation of Your Content) for the purpose of providing you with the Service, and (b) if Spiny.ai provides any community forum for users of the Service to exchange user tips and publish their comments and opinions, any comments, opinions and other material you upload or publish on such a forum.

BidRoll

The following provisions (a) to (h) apply to you if The Company has agreed to work with you for BidRoll, the Spiny Ads management product. The other Terms and Conditions herein also apply to you in relation to your website where the Ad tech is hosted on and where applicable references to the Services will be read as including reference to BidRoll.

  1. Once you have agreed to add BidRoll to your site you have 3 months in order to work mutually with the Spiny team to integrate to your site. The company will not be held liable for delays to setting the service up.
  2. The Company does not guarantee that the results delivered by the BidRoll service will match what is presented on the Pricing page (https://spiny.ai/pricing). By working with us you accept that you cannot hold The Company for the revenue performance or effectiveness of your company's advertising.
  3. The Company cannot guarantee the full operational capacity of BidRoll and will not take on responsibility for any third party bidders or data sources.
  4. The Company makes no guarantee that the full suite of features described by BidRoll will be available for your specific site. Due to the nature of the services the Company cannot guarantee a full feature offering at all times.
  5. By signing up to BidRoll you allow The Company full access to your websites ad stack. Due to the nature of the product The Company may access your site for maintenance and improvement purposes.
  6. After termination of your account for any stated reason you agree to not copy, replicate, utilize or otherwise mimic the BidRoll technology after termination. Should The Company find any evidence of this we reserve the right to prosecute you for violation of services.
  7. After the termination of your account by either party, you will not be able to access any data created, or access the BidRoll Ad services and you hereby agree that you will have no right to use BidRoll after termination.
  8. After the termination of your account you are unable to hold The Company liable for changes to your revenue, including but not limited to RPMs, ECPMs, Total Revenue or fluctuations in revenue.

Payment Terms

By creating an Account and subscribing for the Service or renewing your subscription for the Services, you indicate you agree to the charges imposed by The Company for the Services you have requested. You agree to comply with any payment terms that The Company may impose from time to time. You may be required to pay The Company in advance and/or an annual, half yearly, quarterly or monthly basis to use the Services as set out in your Account.

Your subscription will be automatically renewed on or close to its expiry at the subscription rates applicable at the time of renewal unless you request to cancel your account. The Company will not give you prior notice of an automatic renewal. If The Company is unable to effect this automatic renewal for any reason whatsoever, your subscription will expire automatically. For subscribers choosing to pay by credit card, you agree that subscription fees for renewal shall be charged to the credit card on record unless The Company is notified of a change or cancellation in writing using the tools or means made available by The Company.

Your subscription for the services is exclusive of additional usage fees, including but not limited to, additional page views and incremental advertising revenue generated through the Services. These additional usage fees will be included within your subscription period and from time to time may be requested to be paid off upfront or the balance cleared. All sums payable by you to The Company may be quoted exclusive of any goods and services tax, or any other taxes that may be levied on the subscription or charges levied by The Company. As such, you agree that The Company may charge you and/or the credit card on record for any taxes or charges that The Company is required by any applicable law or regulation to levy on the subscription or charges. Support may be provided as part of your subscription, however, the amount of support varies based upon your chosen plan and is subject to change. If you have fallen behind on your subscription payments or you have an outstanding balance with The Company, then The Company may cease to provide support services until all debts are cleared. Subscription to The Company is done on a per website basis, you will require one subscription per website.

Using more than one website, or directing your usage on behalf of other websites onto one subscription, will require you to make a custom pricing arrangement with The Company or your Account will be suspended or terminated by The Company. No refunds will be processed on subscriptions that have already started and no downgrades from higher subscriptions are allowed. Should a refund be required back to a credit card, a 5% credit card surcharge fee will be deducted from the refund. If you have purchased an onboarding package, you will have 3 months from the date you have subscribed to complete this with our team. Should this not be completed within the first three months, no refunds will be allowed.

Term and Termination

The Company shall have the right to terminate the Agreement, without prior notice, if you breach or fail to comply with any provision of the Agreement. The Agreement and your ability to use the Services shall also automatically terminate upon the cancellation of your subscription. Upon Termination The Company will remove any Services implemented on your own site(s), including, but not limited to, BidRoll and any analytics services. After termination, The Company may, at its sole discretion, maintain any data you have uploaded into its systems, including Your Data and Your Content. However, you agree that other than any obligations expressly stated in these Terms, The Company has no responsibility to you to maintain your Account or any of your data after termination and you shall hold The Company harmless and free from any fees, damages, or claims you may suffer in relation to the same or any claims or actions you may have or face in relation to the same. If termination is due to your failure to pay your invoice within a timely basis, you may reactivate your Account and access your data if renewal under such circumstances is enabled by The Company. To do so you may have to pay any subscription fees or charges that may be imposed by The Company, including reactivation fees (if any), within any period that may be stated by The Company. If you fail to renew your Account, The Company may permanently remove and delete your Account and any data you have uploaded into its systems. If you signed up for an Annual agreement, an early termination fee consisting of the remaining value of your subscription will be charged. If you have any outstanding usage fees The Company will bill you for the amount owed.

Data Privacy

You or your customers, partners or associates, whichever may be applicable, are the owner of any data you upload into the Services ("Your Data"). You hereby agree that The Company is the owner of all data other than Your Data, including any system generated data generated by the Services or any data compiled from data inputted into the Services by all Users on an aggregate basis ("The Company Data"). Subject to our Privacy Policy, The Company may use The Company Data in any way it chooses including to improve or adapt its services, or to create or design new products and services. By using our Service we may need to process the personal data of your customers. Both The Company and you will comply with the obligations under the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) (“Data Protection Legislation”). Where we process any personal data on your behalf when performing our obligations under the Agreement, you shall be controller and The Company shall be processor for the purposes of the Data Protection Legislation. You agree that the scope, nature and purpose of processing by us is in relation to the provision of the Service. The type of personal data will be set out in Your Data, and the categories of data subjects are any individuals that may be referred to within Your Data. The duration of the processing for the length of time reasonably necessary to provide the Service. If we process personal data on your behalf, we shall:

  1. process that personal data only on your written instructions unless The Company is required by the laws of any member of the European Union or by the laws of the European Union applicable to you to process personal data (“Applicable Laws”);
  2. ensure that we have in place appropriate technical and organizational measures, reviewed and approved by you, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  3. not transfer any personal data outside of the United States unless the following conditions are fulfilled: (a) The Company or you have provided appropriate safeguards in relation to the transfer; (b) the data subject has enforceable rights and effective legal remedies; (c) The Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (d) The Company complies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
  4. assist you in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  5. notify you without undue delay on becoming aware of a personal data breach;
  6. ensure that all our employees keep the personal data confidential;
  7. at your written direction, delete or return personal data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the personal data; and
  8. maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Legislation and allow for audits by you or your designated auditor. You consent to The Company appointing third-party processors of Personal Data under the Agreement for the purposes of storage and data analytics. The Company confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between The Company and you, The Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it.

Your Account

The responsibility to keep secure and confidential any password(s) and user ID(s) The Company may issue to you to access the Service and your Account, rests solely with you and the employees, representatives and agents of yours that are entrusted with the same. If you become aware of any unauthorized access to your Account, or any misuse of your password(s) and user ID(s) you must activate the process put in place to disable your Account and/or re-issue new password(s) or user ID(s) as soon as possible. You agree that you are solely responsible for the actions and omissions of the person(s) you nominate as user(s) or administrator(s) of your Account for the Service. You also agree that The Company may accept instructions and requests from and communicate with such person(s) until and unless The Company receives notification that such person(s) are no longer your user(s) or administrator(s), and such instructions, requests and communications are valid and legally binding on you. In addition, you are responsible for any and all use of your account(s) by any persons who are in possession of your user ID(s) or password(s). Subject to our Privacy Policy and the Service Level Agreement, you acknowledge that The Company may access your Account in order to modify, delete or otherwise handle your Account, Your Content and Your Data without prior notice to you. The Company will not be liable for any loss or damage caused by such access.

Trademarks

The Company name, the terms spiny, spiny.ai, Publisher Intelligence, BidRoll, Spiny Trends, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Services.

Disclaimer of Warranties

We do not guarantee, represent or warrant that your use of the Services will be timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE SERVICES, ITS CONTENT OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITE LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Force Majeure

We will not be liable for damages as a result of any delay or other failure of performance due to causes beyond its reasonable control including, without limitation, acts of God, acts of customer or any of its representatives, acts of military or civil authorities, fire or other casualty, strikes, lockouts, weather, epidemic, war, riot, terrorism, telecommunications interruptions or computer viruses. The Services may be temporarily unavailable from time to time for maintenance or other reasons.

Dispute Resolution and Arbitration

YOU AND COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law. You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Software License Agreement:

Monthly Uptime Guarantee

The Company guarantees that its service will be available 99.9% of the time in a calendar month ("Monthly Uptime Guarantee"), excluding Maintenance and Exclusions (both terms of which are defined below). You are eligible to claim service credit(s) for Service Downtime if The Company fails to meet the Monthly Uptime Guarantee, provided the total Service Downtime of 0.1% in a calendar month is verified by The Company. "Service Downtime" is defined as an inability to access the Service caused by failure of network equipment managed, owned, leased or used by The Company to provide the Service, including the failure of managed switches, routers, and cabling but excluding Maintenance and Exclusions. The Monthly Uptime Guarantee does not include time required to perform data restores and backups if applicable.

Accuracy Of Data

Due to the company, at times, relying on third-party information sources for the data displayed, there is no guarantee of the accuracy of the information shown. Furthermore, the company cannot guarantee that all information displayed will be accurately updated in real time. Third-party data, for example, financial data, may be updated with a lower frequency than Spiny’s analytics. Customers on Hoglet will experience slower and less accurate data updates than customers on Grow or Array. By signing up for the services, you agree that the company is not responsible for any inaccuracies with the data shown. The company will make efforts to report any inaccuracies in the data shown and display the frequency of data refreshes.

Irrecoverable Data Guarantee

If you attempt to access any of your data but the data is irrecoverable, you must report the same to The Company as soon as possible. The Company will investigate the cause of the same and will require your assistance during such investigation. If the result of The Company’s investigation indicates that the cause of such irrecoverable data is due to the fault of The Company, then The Company will grant a service credit to you up to a maximum of the fee charged to you for the calendar month during which the irrecoverable data event took place.

Support

The Company provides a minimum of 14/5 free support to those on the Hoglet subscription, increasing to 24/5 on the Grow Subscription and 24/7 on the Array Subscription. Support queries are prioritized based on urgency and you should expect a response to a query within 24 hours, feature requests depend on developer availability and may not be responded to. Support does not include training. Subsequent or repeat queries will likely be put to the back of the queue. It is recommended that you provide as much information as possible in your original query to ensure a fast response.

The support provided is via email and tickets, phone support is also available during stated working hours. We cannot guarantee phone support outside of working hours.

Exclusions

Customer shall not be entitled to any service credits if any Service Downtime is due to the following ("Exclusions"):

  1. the actions or omissions of yourself or your employees, agents, representatives or contractors using the password(s) and user ID(s) issued by The Company to you to access the Service or your Account;
  2. Maintenance carried out by The Company;
  3. a denial of Service attack, hacker activity, or other malicious event or code targeted against The Company or a User;
  4. failure of any hardware, software, network or Internet infrastructure not owned or managed by The Company or its subcontractors; and
  5. factors outside The Company's reasonable control.

Maintenance

"Maintenance" means:

  1. any scheduled maintenance of the cloud data centers used by The Company to provide the Service of which you are notified at least 2 days in advance. For the purpose of notifying you, The Company will use the contact email on record. Please ensure that this email is up to date and accessed frequently; and
  2. any maintenance of the data centers used by The Company: (a) is necessary to avoid an immediate threat to the data center or the Service; and (b) of which Customer is notified.

Entire Agreement

The Terms of Use, our Privacy Policy, Service Level Agreement, and End User License Agreement, and Services Agreement, if applicable, constitute the sole and entire agreement between you and Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. Each of the above listed agreements is incorporated herein in its entirety by reference.

Your Comments and Concerns

These Services are operated by San Publisher Intelligence LLP (d/b/a Spiny.ai) with its mailing address at P.O. Box 3348 Brentwood TN 37024.

All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to: info@spiny.