Spiro Terms of Service
Updated: May 11, 2016
Please read carefully these Terms of Service, which are the exclusive terms and conditions between Spiro Technologies, Inc., with an address at 745 Atlantic Avenue, Boston, MA 02111 USA (“Spiro”), and you, regarding your access and use of the Service and related matters. You represent and warrant that you have the full legal authority to accept these Terms, under all applicable laws and on behalf of yourself and any business or other entity for which you register, access or use the Service (your “Company”). By selecting the [Download][/Download] button or by accessing or using the Mobile App or Service in any manner (“Acceptance”), you will create a legally enforceable contract where you agree to be bound by all terms and conditions herein without modification.
If you cannot or do not agree to all of the Terms, you should not select the [Download][/Download] button and you are prohibited from accessing or using the Mobile App and Service.
“Analytics” means statistics, metrics and other analyses that are based on or derived from the Service, Your Data or Results (including without limitation, measurements of Service usage and performance), which are developed in a manner that does not disclose your identity (such as, in the aggregate with other data, results and measurements).
“Feedback” means ideas, assessments, suggestions and other feedback about corrections, changes, improvements and extensions related to the function and performance of the Service (including the underlying technology platform), Mobile App and other Spiro Materials.
“Registration” means each process by which you register with Spiro to download the Mobile App, to access and use the Service, to obtain a paid subscription (if applicable) and/or to otherwise modify or update your Account.
“Results” means the data, messages, reports and similar work products that are generated by Spiro and displayed, delivered or otherwise made available to you as a result of using the Service.
“Service” means Spiro’s personal sales assistant application (for data aggregation, enhancement, processing, analysis and reporting) that is identified during Registration and which is made available for access and use by you pursuant to these Terms, as such application may be hosted in a cloud environment and provided on a software-as-a-service basis from time to time by Spiro. Spiro may update, modify, suspend or terminate the Service (including without limitation, any Mobile App), in whole or in part, at any time.
“Software” means, if applicable, all “client” software, applications, dashboards, software development toolkits and other computer programs (in executable format) that are made available to you in connection with accessing or using the Service, as updated by Spiro from time to time. Software includes any mobile application that is made available to you (Mobile App). Software is licensed, not sold, and may contain code or require license keys or devices that detect or prevent unauthorized use of, or disable, the Software.
“Spiro Materials” means the Service, Software, Results and all other documentation, data, blog posts, know-how and information provided by Spiro.
“Your Data” means non-public information and data provided by or collected or learned from you as a result of completing Registration, installing the Mobile App and/or using the Service. Your Data may include personal and business information (including without limitation, information collected from your contact lists, calendars and email account(s) and your Company’s CRM system).
License. During the Service Period and subject to all of these Terms, Spiro hereby grants you a nonexclusive right and license: to download, install and use the Software; and to access and use the Service and Results through the Mobile App and/or web-based interface. The Service and other Spiro Materials may be used only in unmodified form and solely for your internal business purposes, but not for any other purpose. You agree to access and use of the Service, Results and other Spiro Materials in compliance with all other conditions described in these Terms or during Registration or as otherwise specified by Spiro (such as, for example, restrictions regarding data formats, size limits, time limits, use limitations or prohibited uses).
Account. You are required to access and use the Mobile App and Service through a unique account (Account). Access credentials for your Account will be the same credentials that you have specified for your CRM platform provider. You are responsible for maintaining the confidentiality of all Account information (including access credentials) and for all activities under your Account. You agree to keep all Account information up-to-date and to notify Spiro immediately of any unauthorized use of your Account.
Service. Using commercially reasonable efforts: Spiro will endeavor to make the Service available as much as possible, subject to downtimes for scheduled and unscheduled maintenance, upgrades, repairs and emergency outages. From time to time, you may (at your discretion) provide Feedback to Spiro. You understand and accept the risk of installing the Mobile App and accessing and using the Service, particularly in a production environment.
Systems. You are responsible for ensuring the accuracy and completeness of Your Data and for acquiring all (a) licenses, consents, permissions and other rights necessary for Spiro to access, copy, transmit, possess and use Your Data and (b) computers, mobile devices, internet services and wireless services needed to access and use the Service. You are responsible for backing-up or otherwise protecting all information (including Your Data) stored on your own or your Company’s systems prior to installing the Mobile App, accessing or using the Service or Results or uploading, downloading or transmitting any data via the Service.
Limitations. You will not post any UGC or use the Service, Results or other Spiro Materials in any manner that: is deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, tortious, obscene or profane; constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”) or any form of lottery or gambling; distributes software viruses or other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information; impersonates any person or entity; or disguises your use of the Results.
Connections. You can obtain the Mobile App, and you may be able to access the Service and/or communicate with the Service from, and you may be able to link or communicate from the Service to, applications, devices, platforms and websites that are owned and operated by third parties, not Spiro. You agree that Spiro is not responsible for the availability, accuracy, legality, appropriateness or any other aspect of the content or function of such applications, devices, platforms and websites. Any such connection to or from the Service does not constitute or imply any guarantee or endorsement by Spiro or any association with its operators. Additional or different terms and conditions (including without limitation, privacy and security practices) apply when you access and use such other applications, devices, platforms and websites.
Fees. You shall pay Spiro the fees described during Registration, in the amounts and at the times set forth therein, and as otherwise stated in these Terms. You understand and agree that standard message and data rates may apply to your use of the Service.
Payment Terms. Unless specified otherwise, all amounts due hereunder shall be paid in full (without deduction, set-off or counterclaim) within 30 days after invoice in US dollars by credit card. Past due amounts shall bear a late payment charge, until paid, at the rate of 1.0% per month or the maximum amount permitted by law, whichever is less. If any payment is past due, Spiro shall have the right to take whatever action it deems appropriate (including without limitation, disabling your Account or suspending or terminating your access to the Service). You agree to reimburse Spiro for all costs (including attorneys’ fees) incurred in collecting late payments. You hereby accept all credit card charges that comply with these Terms.
Taxes. All payments to Spiro are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon Spiro’s net income.
Disputes. In the event of a disputed charge, you should first contact Spiro and attempt to resolve the matter with its customer service representatives. All refund requests must be made by you to customer service within one month after the date of the disputed charge. If any hold or charge-back is made to your credit card without first contacting customer service, then Spiro has the right to suspend your account indefinitely, until the dispute is resolved.
Changes. Spiro reserves the right: to change its prices; to designate additional or different parts of the Service for which a fee will be charged; and to permit or require that payments be made in another manner (such as, for example, PayPal, Google Wallet or Amazon Payments).
Scope. The term “Confidential Information” means all trade secrets, know-how, inventions, software and other financial, business or technical information and data disclosed by or for a party in relation to the Service and these Terms. The restrictions on use and disclosure of Confidential Information will not apply to any information the receiving party can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party, (c) generally available to the public without breach of these Terms or (d) independently developed by it without reliance on such information. For clarity, Your Data will be treated as your Confidential Information, and the Spiro Materials and Feedback will be treated as Spiro’s Confidential Information.
Confidentiality. Except for the specific rights granted in these Terms, and except for disclosures that are necessary to comply with any legal, regulatory, law enforcement or similar requirement or investigation, the receiving party: shall not access, reproduce, use or disclose any of the other’s Confidential Information without its written consent; and shall use reasonable care to protect the other’s Confidential Information from unauthorized access, use and disclosure (including by ensuring that its personnel who access any Confidential Information have a need to know for the permitted purpose and are bound by written obligations that are at least as protective as these Terms).
Your Data and UGC. You hereby grant to Spiro a nonexclusive right and license: to access, copy, store, process, distribute, transmit, display and otherwise use Your Data to provide the Service to you during the Service Period; to copy, store, transmit and publicly display your UGC, in whole or in part, in connection with providing the Service to all users; to copy, store and use Your Data to develop, improve, extend and test the Service; to design, develop and produce Analytics; and to market and promote Spiro and the Service using Analytics (but only in a manner that does not disclose your identity). Except for the foregoing, no other right, license or option is granted by you, no other use is permitted pursuant to these Terms and (as between the parties) you own and retain all rights, title and interests (including patents, copyrights, trade secrets and trademarks) in and to Your Data.
Spiro. Except for the limited rights and licenses expressly granted hereunder, no other right, license or option is granted, no other use is permitted and (as between the parties) Spiro owns and retains all rights, title and interests (including patents, copyrights, trade secrets and trademarks) in and to the Service (including the underlying technology platform), Software, Results and other Spiro Materials. You agree that Spiro is free to use the Feedback in any manner for all purposes (including developing new or improved products and services).
Restrictions. You shall not, directly or indirectly (a) use any of Spiro’s Confidential Information to create any software, platform, service or documentation that is similar to any of the Spiro Materials, (b) attempt to access any component of Spiro’s technology platform or to disassemble, decompile, reverse engineer or otherwise discover any source code or underlying organization, structures, ideas or algorithms of the Software, (c) encumber, sublicense, distribute, transfer, rent, lease, lend, access or use any Spiro Material in any time-share, service bureau or similar arrangement, (d) copy, adapt, combine, create derivative works of, translate, localize, port or otherwise modify any of the Spiro Materials or (e) permit any third party to do any of the foregoing.
Third Party Requirements. The Software may interface, inter-operate, link or be delivered with or include data, content, software or other technologies (“In-Licensed Materials”) that are licensed from and owned by third parties (“In-Licensors”), the distribution or use of which may be subject to additional or different terms set forth in the applicable terms of service, policies, rules or licenses (“In-Licenses”). You unconditionally agree that In-Licensors (a) make no representation or warranty concerning the In-Licensed Materials or Spiro Materials, (b) have no obligation or liability to you as a result of your use of the Service and (c) with regard to their own In-Licensed Materials, are intended third party beneficiaries of these Terms. Upon your specific written request, Spiro will make available the source code for the In-Licensed Materials that are open source software, but only if doing so is required by the applicable In-License. The In-Licensed Materials and corresponding In-Licenses are identified in Spiro’s documentation regarding the Service.
Mobile App Downloads. If you obtain the Mobile App from Apple Inc. (Apple) or Google Inc. (Google), then the following terms shall also apply:
- You and Spiro acknowledge that the agreements herein are concluded only between you and Spiro, and not with Apple and/or Google, and that Apple and Google are not responsible for the Mobile App or Service;
- You will only use the Mobile App in connection with an iOS or Android device that you own or control;
- You acknowledge and agree that Apple and Google have no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App;
- In the event of any failure of the Mobile App to conform to any applicable warranty, including those implied by law, you may notify Apple or Google (as the case may be) of such failure; upon notification, their sole warranty obligation to you will be to refund to you the purchase price, if any, paid for the Mobile App;
- You acknowledge and agree that Spiro, and not Apple or Google, is responsible for addressing any claims you or any third party may have in relation to the Mobile App;
- You acknowledge and agree that, in the event of any third party claim that the Mobile App or your possession and use of the Mobile App infringes that third party’s intellectual property rights, Spiro, not Apple or Google, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
- You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
- You and Spiro acknowledge and agree that, in using the Mobile App and Service, you will comply with any applicable third party terms of agreement which may affect or be affected by such use;
- You and Spiro acknowledge and agree that Apple, Google and their subsidiaries are third party beneficiaries of these Terms, and that upon Acceptance, Apple and Google (as applicable) will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof; and
- If you use the Mobile App for real-time route guidance, THEN SUCH USE WILL BE AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.
LIMITED WARRANTIES AND DISCLAIMERS.
Your Warranty. You represent and warrant that all user generated content (“UGC”) posted by you (if any), and that your use of the Service, Results and other Spiro Materials, will be highly ethical and comply with good business practices and will not violate any applicable law, regulation, rule or proprietary right (including without limitation, rights regarding privacy, publicity and defamation).
Spiro’s Warranty. Spiro represents and warrants that it will use commercially reasonable efforts to maintain the Service available at all times, subject to downtimes for scheduled maintenance, upgrades, repairs, security issues and emergency outages. Spiro will not be responsible for any delay, degradation or failure in the Service resulting from or attributable to (a) unusually high usage volumes, (b) failures in your any third party’s services, networks or systems, (c) your or any third party’s negligence, acts or omissions, (d) any force majeure or other cause beyond its reasonable control or (e) unauthorized access to the Service, breach of firewalls or other hacking.
Disclaimers. EXCEPT AS EXPRESSLY SPECIFIED ABOVE, THE SERVICE, SOFTWARE, RESULTS AND OTHER SPIRO MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. SPIRO MAKES NO PROMISE THAT ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT, OR THAT THE SERVICE WILL FUNCTION IN ANY ENVIRONMENT, MEET ANY OF YOUR REQUIREMENTS, RESULT IN ANY OUTCOME OR BE ERROR-FREE, UNINTERRUPTED OR SECURE. FOR ITSELF AND ITS LICENSORS, SPIRO HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, REGARDING THE SERVICE, SOFTWARE, RESULTS AND OTHER SPIRO MATERIALS, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, QUIET ENJOYMENT, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY.
EXCEPT TO THE EXTENT THAT ANY LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, IN NO EVENT SHALL SPIRO (OR ITS LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS FOR ANY CAUSE WHATSOEVER REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR (A) ANY MATTER BEYOND ITS REASONABLE CONTROL, (B) ANY LOSS OF DATA, LOSS OR INTERRUPTION OF USE, OR COST TO PROCURE SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (C) ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) AGGREGATE DAMAGES IN EXCESS OF AMOUNTS PAID TO SPIRO BY YOU UNDER THIS AGREEMENT IN THE PRIOR 12 MONTH PERIOD, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS IN THESE TERMS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
TERM AND TERMINATION.
Term. These Terms become effective upon Acceptance and remain in effect until the Service is terminated as provided herein (the “Service Period”).
Free Trial Period. Unless you have elected to receive the Service pursuant to a paid subscription, the Service will be terminated automatically at the end of the free trial period that was specified during Registration (or 14 days after Acceptance, if the duration of the trial period was not specified during Registration).
Subscription Period. If you have elected to subscribe and pay for the Service on a monthly basis, then the Service Period shall automatically renew month-to-month. If you have elected to subscribe and pay for the Services on an annual basis, then the Service Period shall automatically renew year-to-year. However, either party may elect not to renew the Service Period by giving specific notice of termination to the other party at any time prior to the end of the then current month or year (as applicable). Any such notice must be delivered by either of us pursuant to the “Notices” paragraph below, or you may send such notice by email to email@example.com, or Spiro may send such notice by email to the most current address associated with your Account. For clarity, the Service and your Account will not be terminated simply by deleting the Mobile App from your device.
Termination. The Service Period may be earlier terminated by either party if the other party breaches any material provision of the Terms and fails to cure such breach within 15 days (5 days in the case of payment issues) after receiving written notice of such breach from the non-breaching party.
Effects of Termination. Upon any expiration or termination of these Terms, all rights, obligations and licenses shall cease, except that the following shall survive: (a) you will promptly return or destroy all Spiro Materials in your possession or under your control (including all copies), and permanently erase all Spiro Materials from your devices and systems; all obligations that accrued prior to the effective date of termination (including payment obligations); all remedies for any breach of these Terms; and the provisions of the following sections Payments, Confidentiality, Proprietary Rights, Limited Warranties and Disclaimers, Limitation of Liability, Term and Termination and General Provisions.
Return or Destroy. Promptly after any expiration or termination of these Terms (or at the disclosing party’s request at any other time), the receiving party shall return all of the other’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom; provided, however, Spiro may retain a copy of Your Data (as it then currently exists) and use it solely for the purposes described herein.
Modifications. Spiro reserves the right, at its sole discretion, to update, modify or replace these Terms, in whole or in part, at any time. Spiro will use reasonable efforts to notify you of any material change in advance of the effective date of such change. Change notices may be communicated by postings at the Spiro website or via the Mobile App, email, SMS text message or otherwise. In any case, you should periodically check these Terms for changes. Continued access or use of the Service following any change to the Terms constitutes your acceptance of those changes. The Terms may not otherwise be amended or waived, as they apply to you, except by a written agreement executed by the party against which enforcement is sought.
Entire Agreement. These Terms (together with the Registration records) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter herein. Any additional, different or inconsistent terms on any related purchase order, confirmation or similar form, even if signed by the parties hereafter, shall have no effect under this these Terms. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights. If any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its conflicts of law provisions. No implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to these Terms.
Dispute Resolution. All disputes between you (or your Company) and Spiro (or any of its officers, directors or employees) arising out of or in relation to or in connection with the Service or these Terms that the parties are unable to resolve between themselves shall be settled by binding arbitration in accordance with this provision and the JAMS streamlined arbitration rules and procedures then in force, by one neutral arbitrator appointed in accordance with the rules; provided, either party may seek injunctive relief (as provided in the following section) in any court of competent jurisdiction. Any arbitration under these Terms will take place on an individual basis only; class arbitrations and class actions are not permitted. The arbitration shall take place in Boston, Massachusetts. The arbitrator’s decision shall be in writing and shall comply with all terms and conditions in these Terms. The decision and award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND SPIRO ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.
Relief. Each party acknowledges and agrees that, in the event of any breach or threatened breach of Confidentiality or Proprietary Rights, the other party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of proving actual damages or posting any bond or surety. Such remedies shall be in addition to any other remedy that may be available at law or in equity.
Notices. Any notice hereunder will be effective upon receipt and shall be given in writing, in English and delivered in person, via established express courier service (with confirmation of receipt), confirmed facsimile or registered or certified mail, postage prepaid, return receipt requested, to the parties at their respective addresses given above, during Registration or at such other address designated by written notice.
Publicity. You consent to inclusion of your name and the name and logos of your Company in customer listings and presentation materials that Spiro may publish and distribute as part of its marketing efforts. Except for the foregoing or as required by any applicable law or regulation, neither party shall originate any other publicity, press release or public announcement relating to these Terms without the prior written approval of the other party, not to be unreasonably delayed or withheld.
Assignment. These Terms and the rights and obligations hereunder are personal to you and may not be assigned or otherwise transferred, in whole or in part, without Spiro’s prior written consent. Any attempt to do otherwise shall be void and of no effect. Spiro may subcontract performance of all or any part of the Service, and Spiro may assign these Terms (and all of its rights and obligations hereunder) to any third party, including any successor to all or substantially all of its business which concerns the Service (whether by sale of assets or equity, merger, consolidation, reorganization or otherwise). These Terms will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.
Force Majeure. Spiro shall not be liable for any delay or failure in performing its obligations hereunder that arises out of any cause, condition or circumstance beyond its reasonable control.
Independent Contractors. The parties shall be independent contractors in the performance of their obligations under these Terms, and nothing contained herein will be deemed to constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
Government. The Spiro Materials are commercial products, developed solely at private expense and proprietary to Spiro and its licensors. If you use any of the Spiro Materials on behalf of (or if your Company is) an agency, department or other entity of the United States Government, no rights in or to the Spiro Materials are conferred upon the Government by the transfer of the Spiro Materials to, or use thereof by, the Government, except to use the Spiro Materials in accordance with these Terms. The Spiro Materials are provided to the Government solely for the purpose of testing and evaluating the Service. The Government does not have the right to reproduce, modify, transfer or use the Spiro Materials in any manner that is inconsistent with these Terms.
Acknowledgment. You acknowledge that (a) you have read and understands these Terms, (b) you have had an opportunity to have your legal counsel review these Terms, (c) these Terms have the same force and effect as a signed agreement, (d) Spiro requires you to identify yourself before issuing this license to access and use the Mobile App, Service and Results and (e) your Acceptance of these Terms does not constitute general publication of the Service (including the underlying technology platform), Software, Results or other Spiro Materials.