This END USER LICENCE AGREEMENT (the “Agreement”, “EULA” or the "Licence") is a legal agreement between you (the "Licensee", "you" or the “Client”) and Gladys Street Company Limited trading as Spin Street, is a company registered the Republic of Ireland under company number 601557 whose registered office is Dunmaniheen, Killorglin, Co. Kerry., a limited liability company ("Licensor", “Spin Street” or "we") for your licenced use of and access to www.spin-street.com (the “Website”), the mobile and tablet device software application (the “Application”), and your access to the services provided by Spin Street and as described on the Website and the Application (the "Services") from time to time, in accordance with the terms of this Agreement. (Hereinafter, unless separately referenced, the Website, the Application and the Software shall be known as the “System”.)
The Client agrees to be bound by the terms of this Agreement.
The Client and Spin Street shall be construed as parties to this Agreement with each of them being a “Party” and together the “Parties”.
If there is any conflict between the terms of this Agreement and any documentation or the Website, or any elements therein, the descending order of precedence will be (unless expressly stated otherwise for any particular terms; this Agreement, the Website and any documentation developed or circulated by Spin Street.)
This Agreement commences on the date entered into by the Client with Spin Street in conjunction with this EULA and shall remain in force during the term of the Services identified therein.
The default term of the Services and access to the System is one calendar year unless an alternative period is provided for in the Order Form.
CHARGES AND PAYMENT
Pricing: Any prices, quotations and descriptions made or referred to on the Website are provisional, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order via the order mechanism provided by our third party payment provider. Spin Street reserves the right to change prices stated on the Website at any time. Pricing in respect of the Services and access to the System is available from firstname.lastname@example.org.
Payment: Unless otherwise agreed or Spin Street otherwise decides, all monies due to Spin Street from the Client become payable as soon as an account or demand therefore is issued to the Client by Spin Street. Unless otherwise agreed or Spin Street otherwise decides, payment shall be due on demand, unless otherwise stipulated within the System.
Taxation: All monies due to Spin Street from the Client are inclusive of tax.
Changes to Charges: Spin Street may adjust or increase the basis for calculating the monies due for any renewal term for the provision of the Services by providing not less than five (5) days written notice to expire at the end of the then current term for the Services.
GRANT AND SCOPE OF LICENCE(S)
General: Spin Street provides the client with access to an electronic cloud-based System designed to assist the Client to book Classes, vouchers and other services from Spin Street.
Licence: Spin Street hereby grants to you as the Client a limited, non-exclusive, non-transferable, revocable, non-assignable licence and right to access to the entire feature set of the System and the Services though a generally available web browser, mobile device operating system or the Application in consideration of your strict and continued compliance with the following conditions:
your agreement, as evidenced by your entry into this Agreement and your continued use of the System and the Services, to abide by the terms of this Agreement;
your continued payment of the appropriate fees applicable from time to time.
Use: Any use of Spin Street, its Website, Application, Software and/or Services or any part thereof in a manner contrary to the scope and purpose of this Agreement is strictly prohibited and a violation of this Agreement.
BOOKINGS AND USE OF THE SYSTEM TO ACCESS THE SERVICES
Bookings: To book a Class, you must register through our mobile app or website. All bookings are made online through the Application and/or Website. Spin Street operates a credit based system whereby to book a place in a class a user must have at least one credit on their account. Multiple credits can be purchased in blocks at a discounted rate or credits can be purchased on a single pay as you go rate.
Availability: You can check availability and book Classes in advance online via our Website or the Application. When a Class is booked, one credit will be deducted from the User’s account.
Capacity: We make every effort to ensure that there are a suitable number of classes available at different times of the day. However, classes are subject to availability and we do not guarantee that spaces will be available in any given class, even if you have sufficient credits in your account.
Cancellation: You may cancel a booking up to 4 (four) hours before the Class and will receive a refund of your booking to your account. For pay as you go customers this refunded credit must be used within 30 days of cancellation. For anyone who purchased a multiple block of discounted classes this refunded credit must be used within the 30 days of your initial payment for the block of discounted classes. You can cancel by signing into your account on the Website or via our Application. If you cancel less than 4 (four) hours in advance your account will be deducted for that cycle (including places allocated via the waitlist), and you will not be refunded.
Waitlist: If the Class you wish to attend is fully booked, you may choose an alternative Class with remaining spaces. Alternatively, you may join a waitlist for the fully booked Class. All people on the waitlist for a fully booked Class will receive an email notification if a space becomes available. You will not automatically be added to the Class. In order to confirm your space in the class you must log onto our Website or Application to book your bike and space will be allocated on a first come first served basis. This booking will be subject to the Terms and Conditions in the usual way.
Pricing: Price details for multiple discounted classes and pay as you go customers are available on our Website and Application, and shall be such prices as determined by us from time to time.
Credit Expiration: Credits will expire 30 days from purchase.
Transfer: Credits and Class bookings are not transferable to any other person and you should not allow anyone else to book Classes using your account.
Subject to any statutory right of cancellation, payments for Credits are non-refundable unless otherwise stated in this Agreement.
Sole Use: Spin Street is offering the System and the Services solely for use by the person or entity in whose name an account is registered and not for the use or benefit of any third party.
Features: Spin Street may change, suspend or discontinue any part of the System and or the Services at any time, including the availability of any Class or Cycle. If a Class is cancelled, the credit of one Cycle will be reimbursed to your account.
Account Availability: Spin Street will use reasonable efforts to ensure that the System is available twenty-four hours a day, seven days a week. However, access to the System shall be as they may exist and be available on any given day and Spin Street have no other obligation, except as expressly stated in this Agreement. There will be occasions when the System will be unavailable or interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Spin Street to minimize such disruption where it is within Spin Street's reasonable control. YOU AGREE THAT SPIN STREET WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SYSTEM OR OTHER CONTENT. Spin Street retains the right to create limits on use and storage with respect to the System in its sole discretion at any time with or without notice.
Eligibilty: To be eligible to use the System and the Services, you must meet the following criteria and represent and warrant that you:
are not currently restricted from use of the System and the Services, or not otherwise prohibited from having an account;
will only maintain one Spin Street account at any given time (unless explicitly consented to by Spin Street);
will not violate any rights of Spin Street, including intellectual property rights such as copyright or trademark rights;
agree to provide at your cost all equipment, software, and internet access necessary to use the System;
agree to abide by the House Rules stated on the Website and in the spin Studios and incorporated herein by reference, when making use of the Services and provide at your cost all equipment, necessary to safely and hygienically use the Services
agree to comply with all instructions of the instructors acting in a Class from time to time; and
understand and agree that use of the System may entail the application of certain incidental usage charges (“IncidentalCharges”) during the installation and use of the Service. These Incidental Charges may, among others, be levied by your mobile network operator or your internet service provider. You are advised to consult your mobile data or internet data plan to identify the Incidental Charges which may be incurred prior to the installation and operation of these Services.
When registering for the use of the System and the Services, all users must provide their own full legal name, a valid e-mail address, a geographical address and any other information requested in order to complete the registration process to create an account (“Account”). This permits us to verify that user as the particular user assigned with access and the permitted user of the System and the Services, as well as identifying the Account to third party payment providers and to the System to identify the number of Classes purchased and the number of Cycles purchased, in a secure manner
All users agree to provide only accurate and complete registration information and you will keep that information up-to-date if it changes.
When you registering, a user will be asked to generate unique log-in credential (a “User Name” and “Password”). Access to the designated areas of the System and the Services and where relevant the secure aspects of the System and Service, is not authorised by any other person or entity using the designated User Name and Password and each and every user is responsible for preventing such unauthorised use.
Access Denial: Individuals whose access to the System or use the Services has previously been terminated by Spin Street may not register for another account, nor may the you designate any of those individuals to use your Account or any other account. Spin Street expressly reserves the right not to grant access to anyone they may choose, to the Services, the System or to create an account for any reason.
Authentication: The System relies on User Names and Passwords to know whether users accessing the System and utilising the Services are authorised to do so. If someone accesses the System and or the Services using a User Name and or Password that a user has created or that Spin Street issues in the event of a Password reset request to a designated email address, Spin Street will rely on that User Name and Password and will assume that access has been made by that particular user. All users are recommended to change their password regularly to prevent unauthorised use. Each user is solely responsible for any and all access to the System or use of the Services by persons using a User Name and Password. Please notify us immediately if you become aware that your Account is being used without authorisation.
Access Indemnity: The Client indemnifies Spin Street and holds Spin Street harmless for all damages and losses related to the failure of the Client to comply with the provisions of this clause 9, including, without limitation, a failure to secure Account from third party access.
Age: Any individual making use of the System or the Services, must be over 15 years of age to register or utilise the System and Services.
Responsibility: Each user agrees to notify us immediately of any unauthorised use of log-on information or any other breach of security.
Undertaking: Except as expressly set out in this Agreement or as permitted by any local law, each user undertakes not to:
use the System for any unlawful or illegal purpose, act dishonestly, fraudulently or unprofessionally by engaging in unprofessional behaviour by posting inappropriate, inaccurate, or objectionable content to or through Spin Street;
publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field);
make any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Website or the System;
make any translation, adaptation, arrangement or any other alteration of the permanent aspects of the System;
make any form of distribution to the public of the content of the Website, the Application, the software contained therein, in whole or in part, or of copies thereof;
remove or alter any copyright or other proprietary notice from the Website or the Application;
disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the content of the Website, or the Application, or another product wholly or partially derived from any of the foregoing;
create a user account for anyone other than a natural person;
harass, abuse or harm another person, including sending unwelcomed communications to others using the System;
Use or attempt to use another's account without authorization from the System, or create a false identity on the System;
Upload, post, email, transmit or otherwise make available or initiate any content that:
a) falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym. b) is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable; c) adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “Name” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Spin Street); d) includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships. e) infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; f) includes any unsolicited or unauthorised communication, advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using Spin Street to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) sending messages to distribution lists, newsgroup aliases, or group aliases; and/or g) infringes upon the rights of other participants in the Classes.
Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices either through the System or through the Services.
Imply or state, directly or indirectly, that you are affiliated with or endorsed by Spin Street unless you have entered into a written agreement with Spin Street;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;
Infringe or use the Spin Street brand, logos and/or trademarks, including, without limitation, using the word “Spin Street” in any business name, email, or URL or including Spin Street’s trademarks and logos except as provided in any brand guidelines created by Spin Street or as expressly permitted by Spin Street;
Use bots or other automated methods to access Spin Street, add or download contacts, send or redirect messages, or perform other activities through the Application, unless explicitly permitted by Spin Street;
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Spin Street’s Website;
Attempt to or actually access Spin Street by any means other than through the interfaces provided by Spin Street such as its Application or by navigating to www.spin-street.com using a web browser. This prohibition includes accessing or attempting to access Spin Street using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including Spin Street and proxy services;
Deep-link to the Website for any purpose, (i.e. including a link to Spin Street other than the home page) unless expressly authorised in writing by Spin Street or for the purpose of promotion as set forth in any brand guidelines;
Attempt to or override any security component included in or underlying the System;
Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Spin Street’s infrastructure, including, but not limited to, sending unsolicited communications to other users or Spin Street personnel, attempting to gain unauthorised access to Spin Street, or transmitting or activating computer viruses through or on Spin Street.
Compliance Indemnity: You hereby agree to indemnify and hold the Licensor and its licensors harmless from and against any liabilities, damages, judgments, losses, costs and expenses (including reasonable legal fees) arising out of your registration for the System and the Services, any downloading, installation and use of the Software, or use of the Services in a manner inconsistent with this Licence.
Use Of Spin Street Facilities And Classes
You are entitled to use the studios and facilities provided always that the studio may at any time without notice withdraw all or part of its facilities for any period or periods and with notice, where practicable, in connection with any cleaning, repair, alteration or maintenance work or for reasons beyond the control of Spin Street.
You must be aged 15 years or over to attend any of our Classes or to use any of our facilities at the Studios.
You agree to comply with our House Rules which are hereby incorporated by reference on the Website or displayed in all of our locations. The House Rules relate to our opening hours, use of our facilities and your conduct.
You must dress appropriately for an indoor cycling class, and avoid any loose clothing on your lower body.
Instructors and Classes are subject to change.
Spin Street reserves the right to refuse you access to the Studios and suspend or terminate your use of our Services if in our reasonable opinion your conduct is damaging to our reputation, is in breach of these Conditions or would otherwise not be in the interests of other users of our Studios or participants in our Classes. Following such suspension or termination any privileges shall be forfeited and you shall not be entitled to any refund.
Prior to your first Class, you are advised to arrive at least 15 minutes before the scheduled Class start time. This is to ensure you are given the induction and have been set up safely on the bike before Class commencement. Doors to the studio close and are locked promptly 5 minutes prior to the schedule class start time.
If you are a regular attendee at Classes, you are to be checked in, changed and ready to participate in the Class 5 minutes prior to the beginning of any Class. If you are later than this timeframe you will not be allowed to join the class and you booking will be voided. This policy is non-negotiable do to health and safety reasons.
Fitness and Health
Indoor Classes involve intensive exercise. You agree to familiarise yourself with what Classes involve prior to assessing whether you are fit to participate in a Class. You should refer to our Website or speak to a member of staff for further information.
Users, by agreeing to these terms and conditions hereby confirm that they have no health problems and on each occasion that they make use of the studios that they are in an appropriate physical condition to participate in Classes and that they are not aware of any medical or other condition which would prevent them from engaging in the Classes or exercises provided by Spin Street and that such Classes or exercises would not be detrimental to their health, safety or physical condition.
Spin Street staff are not medically trained and are therefore not qualified to assess whether Users are in appropriate physical condition and/or whether they can engage in any exercise without detriment to their health, safety, comfort or physical condition.
Users are advised not to undertake any physical activities without first seeking medical advice if Users have concerns in respect of their physical condition. Spin Street reserves the right to refuse access or admission to our studios if, in our absolute discretion, we consider that the health of the individual concerned may be endangered by the use of our facilities.
You are obliged not to use the Spin Street facilities if you are suffering from: LOW/HIGH BLOOD PRESSURE, CARDIAC IRREGULARITIES, ANY INFECTIOUS OR CONTAGIOUS ILLNESS, DISEASE OR OTHER AILMENT OR SUFFERING FROM ANY AILMENT WHERE THERE IS A RISK, HOWEVER SMALL, THAT SUCH AILMENT MAY BE DETRIMENTAL TO YOUR HEALTH OR SAFETY, COMFORT OR PHYSICAL CONDITION. IF THERE IS ANY DOUBT, YOU SHOULD CONSULT YOUR DOCTOR AND MUST NOTIFY US OF ANY CIRCUMSTANCES AFFECTING YOUR HEALTH, WHICH MAY BE EXACERBATED THROUGH CONTINUED USE OF SPIN STREET STUDIOS.
You agree to follow the instructions of the instructor at all times.
SPIN STREET'S UNDERTAKINGS
Spin Street Indemnity: We shall indemnify you against any claim that your use of or access to the System or Services infringes the copyright of any third party provided:
we are immediately notified of any such claim;
you do not make any admissions of liability;
we are given immediate and complete control of such claim, including the right to conduct the defence of any claim and to make any settlements as appropriate; and
the claim does not arise on foot of any of the circumstances set out in condition 9.1 above.
Remedies: We shall have the right at our discretion, to replace, modify or change the Software incorporated in the Services to make the Software non-infringing or refund to you the price paid to Spin Street in the first 12 months of this Agreement. This states the entire liability of Spin Street to the Client and the users in respect of the infringement of the intellectual property rights of any third parties.
Disclosure of User Information:
You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide to us, if required to do so by law or we, in good faith believe that such access, preservation or disclosure is reasonably necessary in our opinion to:
a) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; b) enforce this Agreement; c) respond to claims of a violation of the rights of third parties, whether or not the third party is a user, individual, or government agency; d) respond to customer service inquiries; or e) protect the rights, property, or personal safety of Spin Street, our users or the public.
THIRD PARTY SITES
Responsibility: Spin Street is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or applications. Spin Street also does not screen, audit, or endorse applications. Accordingly, if you decide to access Third Party Sites or use applications, you do so at your own risk and agree that your use of any application is on an “as-is” basis without any warranty as to the application, and that this Agreement does not apply to your use of any Third Party Site or application.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY SPIN STREET OR ANYTHING RELATED TO SPIN STREET, YOU MAY CLOSE YOUR SPIN STREET ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE 16 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
IT IS THE RESPONSIBILITY OF ALL USERS TO ENSURE THAT THEY COMPLY WITH CONDITION 10.5 REGARDING FITNESS AND HEALTH, AND THAT THE USER’S PHYSICAL CONDITION IS APPROPRIATE FOR PARTICIPATING IN SPIN STREET CLASSES AND PROGRAMMES. A MEMBER OF STAFF MUST BE CONSULTED BY A USER IF THE USER IS IN ANY DOUBT HOW TO CORRECTLY SET UP AND USE ANY SPIN STREET EQUIPMENT.
SPIN STREET IS NOT RESPONSIBLE AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, FORUM POSTINGS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH SPIN STREET TO ANYONE. THE TRANSMISSION OF ANY SUCH MESSAGES OR COMMUNICATION SHALL BE ENTIRELY THE RESPONSIBILITY OF THE MOBILE NETWORK OPERATOR OR BROADBAND INTERNET PROVIDER. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE OR THE APPLICATION MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
SPIN STREET DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, SPIN STREET DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
SPIN STREET DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN OPERATION. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. SPIN STREET DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONALITY. FURTHERMORE, SPIN STREET DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SYSTEM DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
Neither Spin Street nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“Affiliates”) shall be cumulatively liable for (a) any damages in excess of the fee that you paid for the Services and/or the System from time to time in the preceding 12 month period, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services, the Application or any of the content or other materials on, accessed through or downloaded from www.spin-street.com . This limitation of liability is part of the basis of the Agreement between the Parties and without it the terms and prices charged would be different.
This limitation of liability shall:
Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose;
Not apply to any damage that Spin Street may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
Breach of Warranty: For the avoidance of doubt, Spin Street shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the following circumstances:
any use of the Services by you other than in accordance with the terms of this Agreement or use of the Services for a purpose for which they were not designed;
any temporary or permanent reproduction by any means and in any form, in whole or in part, of the System;
any reverse assembly, reverse compilation, reverse engineering or adaptation of the whole or part of the System;
alteration, modification, adjustment, translation, adaptation or enhancement made by you to the System or any combination, connection, operation or use of the System with any other equipment, software or documentation;
any dissemination, sale, hire, lease offer or exposure for sale or distribution of the System;
any item of third party hardware or software, even if forming part of the software or if the Licensor has recommended such third party hardware or software;
any breach by you of your obligations under this Agreement or of the Licensor’s intellectual property rights; or
any act, omission, negligence, fraud or default of or by you
INTELLECTUAL PROPERTY RIGHTS
Vesting: You acknowledge that all intellectual property rights, title and interest in the System contained therein, throughout the world belong to Spin Street, that rights in the these are licensed (not sold) to you, and that you have no rights in, or to, the System and the Services other than the right to use them in accordance with the terms of this Licence.
Contributions: In the event that you provide us with ideas, suggestions, documents, improvements, comments, proposals or feedback in relation to the operation of the System and or the Services (“Feedback”) howsoever facilitated by the System; any such communication with Spin Street whether verbally, via postings on blogs, forums, email and the like (“Communication”), you acknowledge and agree that such Feedback and or Communication (together “Contributions”):
do not contain confidential or proprietary information;
does not create any express or implied obligation of confidentiality in respect of Spin Street;
entitles Spin Street to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide;
does not preclude Spin Street from having something similar to the Contributions already under consideration or in development;
that you irrevocably waive and assign all right, title and interest in and to the Contributions to Spin Street. You further agree to provide Spin Street with such assistance as may be required in documenting, perfecting and maintaining;
does not entitle you to any compensation, royalty or reimbursement of any kind from Spin Street under any circumstances.
INTEGRITY OF DATA
Not Bespoke: You acknowledge that the System has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the System and the Services as described on the Website, meet your requirements.
Minor Errors: You acknowledge that the System may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Agreement.
Implied Warranty: Except as expressly provided herein and to the extent permitted under applicable law, all conditions and warranties (express or implied, statutory or otherwise) are excluded by the Licensor including without limitation any warranties implied by the Sale of Goods Act, 1892 as amended by the Sale of Goods and Supply of Services Act 1980. Without prejudice to the generality of the foregoing, the Licensor does not warrant that the System will achieve any intended result or that the operation by you of the System will be uninterrupted or error free.
Duration: This Agreement is effective either until deactivated by you in accordance with the full process provided for on the Website or until terminated by Spin Street either on the determination of the term or by reason of other rights available to Spin Street in accordance with this Agreement.
Immediate Termination: Spin Street may terminate this Agreement immediately if:
you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service on you of notice requiring you to do so:
a petition for a bankruptcy order to be made against you has been presented to the court
you (where the Licensee is a company) become insolvent or unable to pay your debts within the meaning of the Companies Act 2014 (as amended), enter into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), pass a resolution for winding-up, have a receiver or examiner, trustee, liquidator or similar officer appointed over the whole or any part of your assets, make any composition or arrangement with your creditors or take or suffer any similar action in consequence of your debt, or becomes unable to pay your debts within the meaning of the Companies Act 2014 (as amended).
for just cause at the sole discretion of Spin Street to include, but not limited to the abuse of any fair usage policy or for the breach of any matter outlined under this Agreement; or
for breach of the duties outlined in this Agreement.
Client Termination: You may terminate at any time, subject to adherence to the account deactivation process outlined on the Website and/or the Application and relating to minimum duration of the relationship which may be applicable at the time.
Consequences: Upon termination for any reason:
all rights granted to you under this Licence shall cease;
you must cease all activities authorised by this Licence;
you must immediately pay to the Licensor any sums due to the Licensor under this Licence if applicable;
Any unused Credits on your account which are unused may only be claimed within 30 days from purchase; and
All data stored and retained in the System will be deleted within a reasonable period.
LOCATION BASED SERVICES
Consent: In accordance with the CTIA (The International Association for the Wireless Telecommunications Industry) Best Practices and Guidelines for Location Based Services; Spin Street are required to explain the location based aspect of the Service to you and seek your express consent and agreement to the terms applicable to that aspect of the Service.
Agreement: You expressly agree, by ticking the box on registration and by your subsequent continued use of the Services, that you authorize Spin Street, to collect and use your location data as a part of the Services. Where applicable, you may at any time through the hub, disconnect your device from the location based aspect of the Services, instructions of such opt out will be detailed on the Website and the settings of the Application, however, in doing so, we may not be able to assist you in locating a device and providing full location based support for the System and or the Services may be undermined as a consequence.
Emergencies: Spin Street in the provision of the System and the Services through the use of location based software does not represent that these services are suitable for emergency situations and should not be relied upon as such. Spin Street shall not be liable for any reliance placed by an individual on these services especially in the in the event of death or serious injury.
Criminal Matter: In the event that the System locates a device within the property or control of a third party, or where it is believed to be within the property or control of a third party, or it is believed the device has been stolen, the Client and all users are required to inform a member of the local law enforcement for the matter to be investigated in the proper manner in accordance with local laws and procedures.
Service messages: For the purposes of service messages and notices about the Services to you, Spin Street may place a banner notice across the Website or the Application to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Spin Street to an email address associated with your account, even if we have other contact information, or via the Apple™ App Store™ and or the Android™ Marketplace™ depending on user requirements.
General Communication: You also agree that Spin Street may communicate with you through your Account or through other means including email, mobile and telephone about your account or services associated with Spin Street. Please review your settings to control what kind of messages you receive from us. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.
Contacting Spin Street: In addition Spin Street may be contacted via our mail courier at: Spin Street, Market Street, Killorglin, Co. Kerry Republic of Ireland or by email at email@example.com .
AMENDMENTS TO THE LICENCE
Amendments: Spin Street reserves the right, at our sole discretion, to amend, add or delete any of the terms and conditions of this Licence. Spin Street will post notifications of any such changes to this Licence on the Website or in the Application, will provide a link to the revised version of this Licence, and may provide such other notice as the Licensor may elect in its sole discretion. If any future changes to this Licence are unacceptable to you or cause you to no longer be in compliance with this Licence, you may terminate this Licence in accordance with the terms herein.
Evidence of Acceptance: Your installation, download and/or use of any updated or modified Software (if any) and/or your continued use of the System or the Services following notice of changes to this Licence as described above means you accept any and all such changes. Spin Street may change, modify, suspend, or discontinue any aspect of the System and/or the Services at any time.
Limits: Spin Street may also impose limits on certain features without notice or liability. You disclaim any right, title or interest, monetary or otherwise, in any feature or content contained in the System and/or the Services.
Strict Performance: If Spin Street fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if Spin Street fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
Subsequent Default: A waiver by Spin Street of any default shall not constitute a waiver of any subsequent default.
Effective Waiver: No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
The System and any associated documentation (the "Documentation") contain confidential information of Spin Street and all copyright, trade-marks and all other intellectual property rights in and to the Software and Documentation are and shall remain the sole and exclusive property of Spin Street. Nothing in this Agreement shall confer any rights in any trade name, business name or trade mark of Spin Street on you. The provisions of this Clause 21 shall continue to operate after the termination of this Agreement.
Severance of Terms: If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
Entire Agreement: This Agreement and any document expressly referred to in it represents the entire agreement between the Parties in relation to the license hereunder and supersedes any prior agreement, representation, understanding or arrangement between us, whether oral or in writing. All Parties hereunder acknowledge that, in entering into this Licence, neither Party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence. Neither Party shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this Licence.
LAW AND JURISDICTION
Jurisdiction: This Licence is governed by Irish law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the Irish courts.
Language: Any dispute arising from, or related to, any term of this Licence arising between the Parties, shall be resolved or determined based on the English language version alone. These terms were originally written in English. In the event that these terms are translated into any other language, the translation shall be for review purposes only and have no legal effect.
Nothing in this Agreement shall create, evidence or imply any agency, partnership or joint venture between the parties. Neither party shall act or describe itself as the agent of the other party nor shall either party represent that it has any authority to make commitments on behalf of the other party.