Terms of Use

Effective starting: Sept 19, 2016

Welcome to the Spiisee ("Spiisee"), an online downloadable software application ("Spiisee Products") (as defined below). By visiting the Spiisee website, you agree that your visiting and use of the Spiisee website is governed by the legally binding terms and conditions described in these Spiisee Terms of Use ("Terms of Use"), which you acknowledge represents an agreement between you and Spiisee ("Spiisee"). If you are agreeing to these Terms of Use on behalf of a company or other organization, you represent that you have the authority to bind that company or organization to these Terms of Use, and the terms "you" and "your" will refer to that company or organization. If you do not have that authority, or if you do not agree with these Terms of Use, you may not use Spiisee Products.

IF YOU USE SPIISEE PRODUCTS, INCLUDING ANY ASSOCIATED PRODUCTS AND SERVICES, YOU WILL BE BOUND BY THESE TERMS OF USE.

The Spiisee Platform

From the Spiisee applicable license keys (in the case of Software) or login instructions (in the case of Hosted Services), you can access, browse, purchase and/or download Spiisee Products. Spiisee Products include any software, content, services, technology, data and other digital materials included in or made available through a Spiisee Product that you download or use via the Spiisee license keys or login instructions, (included after you download it). Spiisee Products also include any updates, upgrades and other changes thereto and versions thereof that you later use or download from the Spiisee license keys or login instructions. Spiisee may make some Spiisee Products available via the Spiisee applicable license keys or login instructions at no charge and others for a price. Most of the Spiisee Products made available from the Spiisee license keys or login instructions are provided and licensed to you by third parties, as described in these Terms of Use.

Using and Downloading Spiisee Products

 

a. General. After you order a Spiisee Product and pay any corresponding fees to Spiisee (or to the Publisher in the case of non-Spiisee Paid Products, as described in Section 2(c) below), you may use and/or download the Spiisee Product for your use on a device on which you have installed (or otherwise access) a Spiisee product with which the Spiisee Product is designed to interoperate ("Spiisee Product"). Spiisee Products can be used only on devices that the Spiisee Product can be accessed and meet certain other technical requirements described in the Guidelines (Spiisee Customer Agreement), as amended from time to time by Spiisee.


b. Evaluation of Spiisee products. Spiisee may offer a free evaluation and/or other limited versions of Spiisee Products so you can preview Spiisee Products before you purchase the full version ("Evaluation Spiisee Products"). If the Marketplace Product is only provided for evaluation purposes, your rights are limited to an evaluation license which permits you to use, download, install, and/or operate the Evaluation Spiisee Product for a limited period of time ("Evaluation Period"), and it will only be accessible by a limited number of temporary users, in each case as determined by Spiisee. On the expiry of the Evaluation Period, the Evaluation Spiisee Product will cease to function and you will remove and delete all copies of such Spiisee Product in your possession or control.


c. Special Terms for Free or Non-Spiisee Paid Products. You acknowledge that the Spiisee Product includes listings for Spiisee Products that are either (i) free of charge or (ii) where the fees are paid directly to the Publisher (defined below) rather than to Spiisee through the Spiisee (together (i) and (ii) are referred to herein as the "Non-Spiisee Paid Products"). Notwithstanding anything to the contrary in these Terms of Use, and without limiting Section 3(e) Disclaimers) below, you acknowledge and agree that (1) you must use your own discretion when you obtain Non-Spiisee Paid Products through the Spiisee or other third party websites, and you should read the terms and conditions and privacy policies of these Publishers and (2) Spiisee does not own or control any of these websites or the Non-Spiisee Paid Products, and you will not hold us responsible or liable for any such website (including its content, terms and conditions, privacy policy, or anything else) or the Non-Spiisee Paid Products, under any circumstances. For clarity, subject to the foregoing, all Non-Spiisee Paid Products are still "Spiisee Products" for purposes of these Terms of Use.

Use of and Restrictions on Spiisee Products.

 

a. Separate Licenses to Use Spiisee Products. Your use of a Spiisee Product (including Non-Spiisee Paid Products) will be governed by the terms and conditions of an end-user license agreement between you and the publisher ("Publisher") of the Spiisee Product (a "EULA"). In the event Spiisee is the Publisher of a Spiisee Product, then such Spiisee Product will be governed by the terms and conditions of Spiisee’s Customer Agreement (the"Spiisee CA").
With respect to all Marketplace Products (other than the non-Spiisee Paid Products), the EULA for a Spiisee Product includes the terms set forth below (the "Standard EULA") and any additional end user license terms included in or with the Spiisee Product (the "Publisher EULA"). If there is a conflict between the Standard EULA and the Publisher EULA, the Standard EULA will control (but, for clarity, the Spiisee EUA, and not the Standard EULA, will apply to all Spiisee Products published by Spiisee). The Publisher has the right to enforce the EULA against you. If you do not want to comply with the EULA for a Spiisee Product, you must not use that Spiisee Product. Spiisee is not a party to the EULA for any Spiisee Product (unless Spiisee is the Publisher of that Spiisee Product). The Standard EULA includes the following end-user license terms, and if the Marketplace Product does not include a Publisher EULA, these terms will constitute the entire EULA between you and the Publisher:

Standard EULA

 

(i) The Publisher is the licensor of the Spiisee Product and Spiisee is not a party to the Publisher EULA or this Standard EULA, as applicable.


(ii) If the Spiisee Product does not include a Publisher EULA that specifies Spiisee Product license rights, Publisher grants you a limited, worldwide, non-exclusive, non-transferable and non-sublicensable license to download and use the Spiisee Product only on hardware systems owned, leased or controlled by you.


(iii) Licenses granted by Publisher are granted subject to the condition that you must ensure the maximum number of Authorized Users that are able to access and use the Spiisee Product concurrently is equal to the number of User Licenses for which the necessary fees have been paid to Spiisee and/or its authorized partners (each, a "Spiisee Expert"). You may purchase additional User Licenses at any time on payment of the appropriate fees to Spiisee or a Spiisee Expert. "User License" means a license granted under this EULA to you to permit an Authorized User to use the Spiisee Product. The number of User Licenses granted to you is dependent on the fees paid by you. "Authorized User" means a person who accesses and uses a Spiisee Product under the EULA and for which the necessary fees have been paid to Spiisee and/or a Spiisee Expert.


(iv) Any information that Publisher collects from you or your device will be subject to any Publisher EULA, privacy notice, or similar terms that the Publisher provides to you, and will not be subject to the Spiisee Privacy Policy (unless Spiisee is the Publisher).


(v) You may not modify, reverse engineer, decompile or disassemble the Spiisee Product in whole or in part, or create any derivative works from or sublicense any rights in the Spiisee Product, unless otherwise expressly authorized in writing by Publisher.


(vi) The Spiisee Product is protected by copyright and other intellectual property laws and treaties. Unless otherwise expressly stated in the Publisher EULA, Publisher or its licensors own all title, copyright, and other intellectual property rights in the Spiisee Product, and the Spiisee Product is licensed to you directly by the Publisher, not sold.

End of Standard EULA

 

a. Information Provided by Spiisee to Publisher. You hereby explicitly acknowledge and authorize Spiisee to, in connection with your purchase of one or more Spiisee Product(s), provide the Publisher with the information provided by you in completing the purchase (including without limitation, your name, company name (if any), addresses (including e-mail address) and phone number).


b. Consent to Use Data. You agree that Publisher and Spiisee (if Spiisee is not the Publisher) may collect and use technical data and related information, including without limitation, technical information relating to your device, system, Spiisee Product, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts, and other services to you related to the Spiisee Product. Publisher and Spiisee (if Spiisee is not the Publisher) may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technology to you (including with respect to Spiisee and Spiisee Products).

c. Publisher Access to Your Data. If you evaluate and/or install Spiisee Products of which Spiisee is not the Publisher (all Spiisee Products for which Spiisee is the Publisher, those applications may transmit your data outside of Spiisee’s systems during normal use, and the Publishers of those Spiisee Products may be able to obtain access to your data in Spiisee Products through the applicable Spiisee Product’s application programming interface (API). Such access may result in the disclosure, modification or deletion of your data by those Publishers or their Spiisee Products. Further, the Publisher and its agents and partners may collect and use data pertaining to your configuration and/or use of the Spiisee Product(s). Spiisee is not responsible for any transmission, collection, disclosure, modification, use or deletion of your data, as described in this paragraph, by or through Spiisee Products or their Publishers. Any information Spiisee receives is subject to the Spiisee Privacy Policy located a http://www.Spiisee.com/privacy. The publisher has agreed to handle your data in accordance with (i) all applicable laws; and (ii) privacy and security measures reasonably adequate to preserve your data’s confidentiality and security.


d. Disclaimer. A significant portion of the Spiisee Products is provided by parties other than Spiisee. The third-party content included in the Spiisee Products is the sole responsibility of the Publisher of that content. Spiisee is not responsible for any third-party content, whether or not it reviewed or moderated such content. You agree that you bear all risks associated with using or relying on Spiisee Products from Spiisee. Spiisee does not in any way warrant the accuracy, reliability, security, completeness, usefulness, non-infringement, or quality of any Spiisee Products (including without limitation any applications or content contained therein), regardless of who originated that content (including Spiisee’s employees, partners, affiliates or moderators), and even if a Spiisee Product complies with the Spiisee Guidelines. Spiisee hereby disclaims all warranties, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, relating to such Spiisee Products. Spiisee shall not be liable or responsible in any way for any losses or damage of any kind, including lost profits or other indirect or consequential damages, relating to your use of or reliance upon any Spiisee Products.


e. Indemnification. You agree to indemnify and hold Spiisee and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of content you submit to or publish on the Spiisee platform, your use of Spiisee Products, your violation of these Terms of Use or the EULA, or your violation of any rights of a third party.

f. Compliance with Law and Reservation of Rights. You will use the Spiisee Products in compliance with all applicable laws. Except for the rights explicitly granted to you in these Terms of Use and in the EULA for each Spiisee Product, all right, title and interest in Spiisee and the Spiisee Products are reserved and retained by their respective providers, publishers and rights holders. You do not acquire any ownership rights in Spiisee or the Spiisee Products as a result of downloading, installing or using Spiisee Products.


g. Support and Maintenance of Spiisee Products. Any support and maintenance of the Spiisee Products shall be provided by the Publisher and only to the extent described in the EULA. You agree and acknowledge that Spiisee has no responsibility for providing such support and maintenance, except when Spiisee is the Publisher of such Spiisee Product, in which case such support and maintenance shall be as described in the Spiisee EUA. Failure of Publisher to provide support and maintenance will not entitle you to any refund of fees from Spiisee in connection with obtaining the applicable Spiisee Product and/or support and maintenance.


h. Sales Contract. You agree and acknowledge that Spiisee is the reseller of the Spiisee Product, you are purchasing the Spiisee Product from Spiisee and you are required to make the related payments directly to Spiisee. The sales contract between you and Spiisee includes these Terms of Use and the applicable invoice provided to you by Spiisee. Notwithstanding the foregoing, the license to the Spiisee Product is provided directly to you by the Publisher as described in the Standard EULA and Publisher EULA, as applicable.

Reviews of Spiisee Products

 

Spiisee allows you to post reviews of Spiisee Products you have used, and to post comments on such reviews. Such reviews and comments will be posted under your name as submitted to the applicable Spiisee.com web pages. If you do not want your name to appear with any reviews or comments, do not post any reviews or comments on Spiisee.com. To be useful to other users, those reviews and comments you post must be made in good faith after a reasonable evaluation of the full application. Therefore:

  • You may post only one review per application unless the later review reflects a good-faith rating change based on further evaluation.

  • If you post a review of or comment on, a Spiisee Product for which you are the Publisher, you must disclose your affiliation.

  • If you post a review of or comment on, a competitor's Spiisee Product, you must disclose your affiliation.
     

Spiisee reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review or comment on Spiisee.com. Content unrelated to a review or comment of the relevant Spiisee Product – for example, discussing Spiisee’s employees, business or stock, or those of other companies, or unrelated products or services – is prohibited. In addition, reviews and comments may not contain content that:

  • is harmful, threatening, abusive, insulting, harassing, defamatory, libelous, profane, sexually explicit, obscene, or otherwise offensive or objectionable;

  • is false, fraudulent or misleading;

  • violates applicable law, including any privacy, intellectual property or other rights of a third party, or suggests or encourages unlawful activity;

  • constitutes advertising or any other form of commercial solicitation; or

  • impersonates any other person or entity, including any of Spiisee’s employees.

     

General

 

a. Compliance with Export Laws and Regulations. You may not use or otherwise export or re-export the Spiisee Products except as authorized by Canadian law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Spiisee Products may not be exported or re-exported (a) into any Canadian embargoed countries or (b) to anyone on the Canadian Treasury Department’s list of Specially Designated Nationals or the Canadian Department of Commerce Denied Person’s List or Entity List. By using the Spiisee Product, you represent and warrant that you are not located in any such country or on any such list.


b. Termination; Amendments. Your rights under these Terms of Use will automatically terminate without notice from Spiisee if you fail to comply with any of its terms. In case of such termination, you must cease all use of the Spiisee Products, and Spiisee may immediately revoke your access to the Spiisee platform without notice to you and without refund of any purchases. Our failure to insist upon or enforce your strict compliance with these Terms of Use will not constitute a waiver of any of Spiisee’s rights. Spiisee may amend any of these Terms of Use terms at its sole discretion by posting the revised terms on the Spiisee.com website. Your continued use of the Spiisee Products after the effective date of the revised Terms of Use constitutes your acceptance of such revised terms.


d. Damages Cap. Without limiting the Disclaimer in Section 3.e. or any other Disclaimer of Warranties and/or Limitation of Liability in the EULA: (i) in no event shall Spiisee or its agents, its software licensors' total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) arising out of or related to your use or inability to use the Spiisee Products exceed the amount of fifty dollars ($50.00); and (ii) in no event shall Spiisee’s total liability to you for all damages arising from your use of the Spiisee platform, the Spiisee Products, or information, materials or products included on or otherwise made available to you through the Spiisee platform exceed the amount you paid to Spiisee to purchase the Spiisee Product related to your claim for damages. These limitations will apply to you even if the remedies fail of their essential purpose.

e. Governing Law; Arbitration. These Terms of Use are governed by the laws of Ontario, Canada, and, subject to the following sentence, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Ontario, Canada. Except in circumstances where a party seeks urgent injunctive relief, before commencing any court proceedings, if any dispute arises under these Terms of Use the parties will negotiate in good faith to resolve the dispute and if the dispute has not been resolved within sixty (60) calendar days by the relevant parties using their best efforts to resolve the dispute, the dispute will be referred to arbitration and determined under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules with any hearings to be held in Ontario, Canada, as mutually agreed by the parties. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms of Use.


f. DMCA Process. If you believe that any content in the Spiisee platform violates your copyright, please notify Spiisee's copyright agent in writing. The contact information for Spiisee’s copyright agent is at the bottom of this section. Spiisee cannot take action unless you give us all the required information. In order for Spiisee to take action, you must do the following in your notice:
(i) provide your physical or electronic signature;
(ii) identify the copyrighted work that you believe is being infringed;
(iii) identify the item that you think is infringing and include sufficient information about where the material is located (including which website) so that Spiisee can find it;
(iv) provide Spiisee with a way to contact you (such as an address, telephone number, or email);
(v) provide a statement that you believe in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by Spiisee; and
(vi) provide a statement that the information you provide in the notice is accurate, and that (under penalty of perjury), you are authorized to act on behalf of the copyright owner whose work is being infringed.
Here is the contact information for Spiisee’s copyright agent:

Copyright Enforcement
Spiisee
E-Mail: copyright@Spiisee.com


g. Contact Information. For communications concerning these Terms of Use (other than DMCA notices, which you must send in accordance with the procedures above), please write to legal@Spiisee.com.


h. Assignment. You may not assign or transfer the agreement formed by your agreeing to these Terms of Use. Spiisee may freely assign, transfer, and delegate its rights and obligations under these Terms of Use. You acknowledge and agree that Spiisee’s affiliates, contractors and service providers may exercise all rights of Spiisee under these Terms of Use.