Terms and Conditions

1. Introduction

These Terms and Conditions (“Terms”) are a legally binding agreement between you, the user, and Spyndl, governing your access to and use of our services, which include data management, software development, and the facilitation of connections between customers and vendors within our network (“the Services”). By accessing or using any part of the Services, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of this agreement, you may not access or use the Services.

These Terms apply to all users of the Services, including, without limitation, users who are browsers, vendors, customers, merchants, and/or contributors of content (hereinafter referred to as “Participants”). Please read these Terms carefully before accessing or using our Services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

Any new features or tools which are added to the current Services shall also be subject to these Terms. You can review the most current version of the Terms at any time on this page. Spyndl reserves the right to update, change, or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes. Significant changes to these Terms will be communicated to you via email or through a notification on our platform.

By using the Services, Participants acknowledge that certain features may require the sharing of information with other parties. Such information will only be shared when necessary for the functionality of the specific service and with the explicit consent of the respective Participant.

Spyndl facilitates connections between Participants while ensuring that all data remains private and inaccessible to third parties unless explicitly authorized. All data handling is conducted in compliance with our Privacy Policy.

2. Services

Our Services encompass a range of offerings designed to meet the diverse needs of Participants. These services include data management, software development, and facilitating connections between Participants within our network.

Data Management

We provide data management services designed to support the functionality of our platform. Any data provided by Participants remains their property and is handled in accordance with our Privacy Policy. To enhance our services and provide value to our network, we may use aggregated and anonymized data to generate reports, market insights, and other analyses. This data is processed in a way that ensures no individual Participant can be identified.

Software Development

Spyndl develops specialized software tools designed to optimize, accelerate, or automate specific processes. These tools may be tailored to the needs of individual customers or offered as part of our platform's services. Unless otherwise agreed upon, software developed by Spyndl remains the property of Spyndl.

Customers typically access platform-hosted tools on a “pay per use” or “pay per request” basis, while custom-developed software may involve separate agreements. Updates and modifications to platform-hosted tools are implemented seamlessly to ensure continuous service without disruption.

Facilitation of Vendor and Customer Connections

Spyndl facilitates connections between Participants, enabling seamless interactions between users and vendors within our network. Our platform provides tools for exploring vendor promotions and submitting specific requests, all while maintaining privacy and anonymity during the initial stages of interaction.

Premium Subscriptions

Spyndl may offer certain features or services through a premium subscription model. Premium subscriptions provide Participants with access to enhanced tools, features, or content. Details about the scope, pricing, and terms of these subscriptions will be provided at the time of enrollment. Premium subscriptions are billed periodically, such as monthly or annually, depending on the plan selected at the time of subscription. Unless canceled before the end of the billing cycle, the subscription will automatically renew for the next period. Participants are responsible for ensuring their payment information is accurate and up to date to prevent service interruptions. Full details about billing and renewal terms will be provided at the time of subscription enrollment.

Pricing and Warranties

Pricing: All prices displayed on our website are exclusive of VAT (Value Added Tax), and any applicable VAT will be added to the invoice at the prevailing rate, based on the user’s location.

The Services are provided “as is,” and Spyndl disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Spyndl makes no warranty that the Services, including software tools and platform functionality, will be error-free or that access will be continuous or uninterrupted.

In no event shall Spyndl be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising from the use of the Services.

3. Participant Responsibilities

Participants are responsible for all activities conducted under their use of the Services. This includes ensuring that all inputs and data provided to Spyndl, whether for software tools, data management, or other features, are accurate, lawful, and comply with these Terms. Participants agree not to use the Services for any illegal or unauthorized purpose and must comply with all applicable laws.

Participants agree not to violate any laws in their use of the Services, including but not limited to copyright laws. Any attempt to introduce malicious code, misuse the Services, or disrupt the platform is strictly prohibited.

Participants are responsible for safeguarding their account information and maintaining the confidentiality of their passwords. They agree to notify Spyndl immediately of any unauthorized use of their account or any other breach of security and must not share their account credentials with others.

Additionally, Participants are responsible for:
– Ensuring that their use of the Services does not infringe on the rights of others.
– Regularly reviewing and updating their account information to maintain its accuracy.
– Using strong passwords and updating them regularly to keep their account secure.
– Providing accurate and truthful information when using the Services.
– Acknowledging that their information may only be shared with other Participants if explicitly authorized through specific actions on the platform.

By using the Services, Participants agree to cooperate with any investigation by Spyndl into suspected misuse or abuse of the platform. This includes providing accurate and timely information during such investigations to ensure the integrity and security of the Services.

Failure to comply with these responsibilities may result in suspension or termination of access to the Services at Spyndl’s discretion.

4. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms, the Services, or any contract involving Spyndl, Participants agree to first attempt to resolve the dispute through good faith negotiation or mediation. Spyndl is committed to providing an efficient and cost-effective means of resolving disputes.

If a dispute arises, Participants should contact our customer service team at hello@spyndl.com. We aim to respond within 30 days. If the dispute cannot be resolved through negotiation or mediation within a reasonable timeframe, it will be referred to arbitration in France.

Arbitration will be conducted in accordance with the rules of the French Arbitration Association. The arbitration proceedings will be conducted in French, and the arbitration decision will be final and binding on all parties.

By using the Services, Participants agree that any legal action arising from or related to these Terms or the Services must be brought exclusively in the courts of France, and Participants consent to the jurisdiction of such courts.

This dispute resolution process applies to all disputes, including but not limited to those related to data privacy, service performance, or interactions between Participants. The goal is to ensure a fair and equitable resolution in a timely manner.

5. Updates and Modifications

Spyndl is committed to the continuous improvement of our Services, including data management, software tools, and facilitating connections between Participants. As part of this commitment, the Services may be updated or modified from time to time. These updates may occur automatically and typically involve minor bug fixes, enhancements, or adjustments that do not significantly alter the Participant experience. Participants will not be specifically notified of these small changes.

Significant changes or new features that materially alter the functionality of the Services will be communicated to Participants in a timely manner via email or platform notifications. This ensures Participants are informed about updates that may impact their use of the Services.

We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms by posting changes on our website. It is the responsibility of Participants to periodically check the website for updates. Continued use of the Services after changes are posted constitutes acceptance of those changes. We encourage Participants to review these Terms regularly to stay informed.

Spyndl also reserves the right to modify or discontinue any aspect of the Services at any time without prior notice. However, reasonable efforts will be made to inform Participants of significant discontinuations.

6. Termination of Service

Spyndl provides its Services, including software tools, “Open Requests,” and other platform features, under the terms outlined here. Participants may access certain features on a “pay per use” or “pay per request” basis, while others may be offered through a premium subscription model. Unless otherwise specified, there are no mandatory subscriptions or long-term commitments for these services.

Participants may cancel their premium subscription at any time, subject to the cancellation terms provided at the time of subscription. Fees for any ongoing subscription period will not be refunded unless required by applicable law. Any outstanding payments for subscriptions or other services rendered prior to cancellation remain due and payable.

Spyndl reserves the right to suspend or terminate access to any or all Services, including software tools, “Open Requests,” or premium subscriptions, at its sole discretion and without prior notice. This may occur if a Participant:
• Fails to comply with these Terms or applicable laws;
• Uses the Services in a manner that could result in legal liability for Spyndl;
• Disrupts or interferes with the platform or the experience of other Participants; or
• Engages in fraudulent, harmful, or unauthorized activities.

Reasonable efforts will be made to notify Participants of such suspension or termination via the email address associated with their account or upon their next attempt to access the platform.

Upon termination of access to the Services, all rights granted to the Participant under these Terms will cease, including, but not limited to, access to premium subscriptions, software tools, or other platform features. Certain sections of these Terms, such as Indemnity, Disclaimer of Warranties, Limitation of Liability, and Dispute Resolution, will remain in effect even after termination.

Participants must immediately cease using the Services upon termination and delete any copies of related materials in their possession. Additionally, any outstanding payments for services or subscriptions prior to termination will remain due and payable.

Termination of access to one feature or service (e.g., software tools or a premium subscription) does not necessarily affect access to other features (e.g., the “Deals” section or “Open Requests”) unless explicitly specified. These features operate independently and are subject to their own rules. Spyndl reserves the right to modify, suspend, or discontinue any aspect of the platform, including premium subscriptions, at its sole discretion.

Refunds for premium subscriptions are not provided for the current billing cycle, except as required by applicable law. Participants must cancel their subscription before the renewal date to avoid charges for the subsequent billing period. Upon cancellation, premium features will remain accessible until the end of the paid subscription period.

7. Intellectual Property

All intellectual property rights in and to the Services, including but not limited to the software tools, data management systems, platform design, patents, copyrights, trademarks, trade secrets, industrial designs, and proprietary information, are owned by Spyndl. The use of our Services does not grant Participants any ownership rights over the content, data, or materials accessed or obtained through the Services.

Participants are granted a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services, including the software tools and other features provided by Spyndl. This license is subject to these Terms and does not permit collection, aggregation, copying, duplication, display, or derivative use of the Services. The use of data mining, robots, spiders, or similar data gathering and extraction tools is prohibited without prior written permission from Spyndl.

Participants are prohibited from modifying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, or selling any information, software, products, or services obtained from the Services. This includes, but is not limited to, data or content provided by Spyndl as part of its data management services or any leads generated through the platform.

Any unauthorized use of the Services, including the software tools, data, or other materials, will result in the immediate termination of the license granted under these Terms and may constitute a violation of applicable laws, potentially subjecting the Participant to civil and criminal penalties.

Spyndl retains all rights not expressly granted to Participants under these Terms. The absence of a specific right or license in these Terms shall not be interpreted as a waiver of Spyndl’s intellectual property rights over the Services.

8. Indemnity

Participants agree to indemnify and hold harmless Spyndl, its contractors, licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to their use of the Services. This includes, but is not limited to, any violation of these Terms, any infringement of intellectual property rights, or any unauthorized use of the Services.

This indemnification obligation extends to both direct and indirect consequences of Participant actions, including any claims brought against Spyndl by third parties arising from such actions, whether intentional or unintentional. This may include, but is not limited to, damages resulting from data misuse, breaches of security, or any interactions facilitated through the platform.

The Participant’s indemnification obligations shall survive the termination of these Terms and the cessation of use of the Services. Spyndl reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Participant, in which case the Participant will cooperate fully with Spyndl in asserting any available defenses.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Spyndl shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, goodwill, or other intangible losses, whether incurred directly or indirectly, resulting from: (a) access to or use of, or inability to access or use, the Services; (b) any conduct or content of other Participants or third parties on the platform, including but not limited to defamatory, offensive, or illegal conduct; or (c) unauthorized access, use, or alteration of transmissions or content.

This limitation of liability applies to, but is not limited to, service interruptions, data breaches, security incidents, or any issues arising from interactions facilitated through the platform. Spyndl is not responsible for the actions or inactions of third-party vendors or the quality, safety, or legality of the products or services offered by vendors.

Participants accessing premium features acknowledge that such features are provided “as is” and may be subject to changes, updates, or discontinuation at Spyndl’s sole discretion. Spyndl makes no guarantees regarding the availability, suitability, or uninterrupted access to premium features and disclaims all warranties, express or implied, regarding their fitness for a particular purpose or compatibility with Participant requirements.

In no event shall Spyndl’s aggregate liability for all claims relating to the Services, including premium subscriptions, exceed the amount paid by the Participant to Spyndl for the use of the specific Services in question, if any. This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise, even if Spyndl has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such cases, Spyndl’s liability will be limited to the fullest extent permitted by applicable law.

10. Newsletter Subscription and Communication Consent

By subscribing to our newsletter, Participants consent to receive regular email updates, including the latest deals, offers, and other relevant information from Spyndl or its vendor network. Subscription data (e.g., name, email, and language preference) may be used to personalize communications and enhance the relevance of newsletter content.

Participants may unsubscribe at any time by following the link provided in each newsletter or by contacting us directly. Unsubscribing will terminate future marketing communications, but it will not affect other essential communications related to account management, premium subscriptions, or services provided by Spyndl.

All data is handled in compliance with our Privacy Policy. Spyndl will not share subscription data with third parties outside its vendor network without explicit Participant consent.