Terms of Service

Last Updated: May 10, 2018

The following document outlines the Terms of Service (“Terms”) of the Spirit website and services. Please read these Terms fully and carefully.

Before using any of the Spirit services, you are required to read, understand, and agree to these Terms. We may update the Terms at any time and without prior notice by posting a new version at https://spiritapp.io/terms. The information on this site and your use of it is subject to the most recent version of the Terms posted. If you continue to use the Services, you are indicating that you agree to the updated Terms.

Description of Service

For the applicable fee set out in our Spirit policies, we offer a software service (the “Service”), which – basically – consists of a desktop application called Spirit Studio that allows you to interact with web pages and provides sophisticated tools to create and manage animations on a web page.

In order to use the Service, you must create an account (“Account”) via Spirit Studio and become a registered user (“User”). You have to provide us with accurate and complete information and keep it up-to-date. You’ll notify us immediately of any unauthorized use of your Account and you’re responsible for all activities that occur under your Account, whether or not you know about them.

If you are a User, Spirit provides you (subject to your compliance with the Terms), access to its proprietary tools. The animation data created with Spirit Studio can be hosted on your server and/or embedded on your own website and/or mobile app via an open source library.

Applicability

Our Terms cover the use of our Service, and are applicable to all its users. When we say, “Spirit”, ”we," "our," or "us," we’re referring to Inlet, registered with the Dutch Trade Register with number 17218353, our employees, directors, officers, affiliates, and subsidiaries. When we say, "you" or "your," we’re referring to you, your team, company or persons that have registered with us to use Spirit.

Acceptance

By using our Services, you agree to be bound by these Terms as well as our Privacy Policy and all applicable laws.

If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

Privacy and Security

We respect your privacy and keep all your data confidential. Please read our Privacy Policy (https://spiritapp.io/privacy) for more details about how we handle your privacy when using the Service.

We have taken technical precautions to keep your information safe. All information transferred between you and us, or between you and other users, is shared with us only on a strictly need to know basis only (e.g. to help you retrieve access to your account), and is treated with strict confidentiality.

User Conduct

You are solely responsible for your conduct and your data related to the Service. You agree to indemnify, defend, and hold harmless Us and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of the Service, or your violation of these terms.

The Software and Service are made available to you, your company, and/or your customers only for personal or commercial use, which use must be in compliance with all applicable laws, rules and regulations and must not infringe or violate third party rights. Any unauthorized use of any Spirit Service is a violation of this Agreement and certain federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.

We reserves the right to terminate any account that it finds in violation of its Terms of Service by receiving abuse complaints higher than allowed, without refund.

All content (“Content”) created with the Service is the sole responsibility of the account holder from which such Content originates and you acknowledge and agree that you, and not Spirit, are entirely responsible for all Content that you post, or otherwise create and distribute using the Service. We do not control user submitted Content and, as such, does not guarantee the accuracy, integrity or quality of such Content.

As a condition of use, you promise not to use the Service for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended. By way of example, and not as a limitation, you agree not to use the Service:

  • Abuse, harass, threaten, impersonate or intimidate any person;
  • Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
  • Use, display, mirror or frame the Services, or any individual element within the Services, Spirit’s name, any Spirit trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Spirit’s express written consent;
  • Access, tamper with, or use non-public areas of the Services, Spirit’s computer systems, or the technical delivery systems of Spirit’s providers;
  • Attempt to probe, scan or test the vulnerability of any Spirit system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Spirit or any of Spirit’s providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Spirit or other generally available third party Software;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing a Spirit trademark, logo URL or product name without Spirit’s express written consent;
  • Use the Services or Content for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer or in any way attempt to derive the source code of any of the software used to provide the Services or Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail- bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or encourage or enable any other individual to do any of the foregoing;

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable, in violation of these Terms or the law. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Copyright

Spirit respects the intellectual property rights of others. It is our policy to respond promptly any claim that Content posted on the Service infringes the copyright or other intellectual property infringement (“Infringement”) of any person and to terminate in appropriate circumstances Users who repeatedly infringe the rights of copyright holders. Spirit will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the Service.

Links

The Services may contain links to third-party websites or resources and may offer integration with such third-party websites or services. We provide these links and integration functions only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of or integration with any third- party websites or resources.

You further acknowledge and agree that we 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 use of or reliance on any such content, goods or services available on or through any such site or resource.

Subscription and Payment

Our order process is conducted by our online reseller Paddle.com. Paddle is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.

Pricing

In order to use the Service, you are required to purchase a subscription (“Subscription”). You may change the type of Subscription at any time by emailing us at support@spiritapp.io and following any instructions, if any, we provide to you in response to your change request.

For details on pricing, please visit spiritapp.io/pricing.

Payment Terms

When you purchase a Subscription (such purchase, a “Transaction”) you expressly authorize us (or our third party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including, without limitation, your credit-card number, the expiration date of your credit card, and your address(es) for billing (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to our third party service providers so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).

Authorization for Recurring Payments

f you purchase a Subscription, you will be charged the then- applicable Subscription fee (“Subscription Fee”) at the beginning of your Subscription and each quarter or year thereafter, depending on the term of your Subscription, at the then-current rate. Subscription Fees are outlined at spiritapp.io/pricing. Please note that our Subscription Fees are subject to change, although we will notify you before we effect any change in Subscription Fees.

By agreeing to these Terms and purchasing a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Spirit. We (or our third party payment processor) will automatically charge you in accordance with term of your Subscription (e.g., each quarter or year), on the calendar day corresponding to the commencement of your Subscription, using the Payment Information you have provided. In the event your Subscription began on a day not contained in a given month, your payment method will be charged on a day in the applicable month or such other day as we deem appropriate. We (or our third party payment processor) may also periodically authorize your payment method in anticipation of applicable fees or related charges. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or the Subscription in accordance with these Terms.

Chargeback & Refunds Policy

Spirit will not, under any circumstances, issue cash refunds for early contract cancellation. If you have a question about charges made to your account, please contact us immediately. If the charges were made in error, we will credit your account or payment type account (creditcard/Paypal) for the appropriate amount.

Cancelling Subscriptions

You may cancel your Subscription at any time but please note that such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can either (i) email us at support@spiritapp.io and follow any instructions, if any, we provide to you in response to your cancellation request, or (ii) initiate a cancellation through your License settings within the Services (Spirit Studio > License). You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then current Subscription period. If you cancel, we will allow you to use and access the Service with such Subscription until the most recently paid-up Subscription period ends. You acknowledge sole responsibility for and assume all risk arising from cancellation of your Subscription.

Content & Content Rights

For purposes of these Terms: (i) “Content” means text, graphics, designs, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services and (ii) “User Content” means any Content that Users (including you) provide to be made available through the Services. Content includes without limitation User Content.

Ownership & Responsibility of User Content

As between you and Spirit, you own your User Content - Spirit does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Spirit and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content, nor any use of your User Content by Spirit or any other users on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

By making any User Content available through our Services you hereby grant to Spirit a limited, non-exclusive, worldwide, royalty-free, transferable license to access, view, use, copy, modify, publicly display, publicly perform and distribute your User Content to the extent reasonably needed to operate and provide the Services to you.

You understand and agree that you share your User Content through the Services at your own risk. Spirit is not responsible for any ownership or licensing arrangements between you and other Team Members regarding User Content, or between you and anyone else that has access to the Service, it’s your responsibility to spell out the rights that your Team Members or the general public, as applicable, have in connection with their access to and use of the Service.

We are not responsible for resolving any intellectual property or ownership disputes between Team Members or between you and anyone else that has access to the Service.

Termination

Spirit may terminate or suspend the Service and/or your Spirit account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination of your account, your right to use the Service will immediately cease. If you wish to terminate your Spirit account, you may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON- INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

Indemnity

You will indemnify and hold harmless Spirit and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your User Content; or (iii) your violation of these Terms.

Liability

Neither Spirit nor any other party involved in creating, producing, or delivering the services, tools or content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services arising out of or in connection with these Terms or from the use or inability to use the Services, Tools, or Content, Whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Spirit has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

In no event will Spirit’s total liability arising out of or in connection with these Terms, any dispute in relation to intellectual property rights in a design or from the use of or inability to use the Services or Content exceed the amounts you have paid to Spirit for use of the Services or Content.

The limitations of damages set forth above are fundamental elements of the basis of the bargain between Spirit and you.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”) by emailing us at support@spiritapp.io. As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback.

Publicity

You agree that Spirit may identify you or your company and use your company’s logo and trademarks (collectively, the “Marks”) on the Site and in marketing materials to identify you or your company as a user of the Services, and you hereby grant us a non-exclusive, royalty-free license to do so on our Site or in any media now or later developed in connection with any marketing, promotion or advertising of Spirit or the Services. If you do not want to allow us the right to use your Marks or identify you or your company you may opt out such marketing requests by emailing us at support@spiritapp.io.

Governing Law & Jurisdiction

This Agreement is governed by Dutch law. The exclusive jurisdiction and venue of any action with respect to any subject matter relating to this Agreement will be the courts located in ’s-Hertogenbosch, the Netherlands.

Contact Information

If you have any questions about these Terms or the Services please contact Spirit at: support@spiritapp.io.

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