Website Terms of Use

SPINUP WEBSITE TERMS OF USE

Welcome to the SpinUp website. By accessing, browsing or using our websites, you are agreeing to comply with and be bound by the following Terms of Use (the “Terms”) and all terms and conditions incorporated by reference. Please review these Terms carefully before using the website and information provided by SpinUp Cloud, LLC., its subsidiaries and affiliates (hereinafter, “SpinUp”). IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE OUR WEBSITES.

SpinUp may, without notice to you, at any time amend these Terms and any other information contained on this website. The latest Terms will be posted on our websites, and you should review the Terms prior to using the website. Your continued use of the websites after any changes to these Terms are posted will be considered acceptance of those changes.

SCOPE OF TERMS

These Terms apply to the SpinUp websites located at www.spinup.com and all SpinUp owned and/or operated websites that are linked to www.spinup.com by SpinUp and its subsidiaries, including SpinUp websites around the world and secure areas of the websites (the “SpinUp Websites”). These Terms also apply to any and all online resources, materials, download areas, tools and interactive venues provided on the SpinUp Websites, including without limitation, blogs, community forums, chat rooms, discussion sites, knowledge centers, service offerings information (hereinafter, “Online Mediums”), both now and in the future. SpinUp may also publish medium-specific terms of use in which event, these Terms shall remain in full force and effect to the extent that the Terms do not conflict with the medium-specific terms of use.

OWNERSHIP OF CONTENT

The SpinUp Websites; their past, present and future versions; all pages found within the SpinUp Websites; the material and information on the SpinUp Websites; all graphics, text, images, audio, videos, webinars, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any and all copyrightable material (including source and object code) and all other materials, including without limitations the design, structure, “look and feel” and arrangement of such content contained on the SpinUp Websites (hereinafter, the “Content”); trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, whether registered or not are owned, controlled or licensed by or to SpinUp, and are protected by intellectual property laws (the “Intellectual Property laws”), including but not limited to copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and other proprietary rights and unfair competition laws. In using the SpinUp Websites or the Content, you acknowledge and agree to abide by all applicable Intellectual Property laws, as well as any specific notices contained on the Websites. All rights not expressly granted are reserved.

The SpinUp Websites and the Content may not be copied, reproduced, modified, adapted, translated, transmitted, displayed, published, posted, resold, or otherwise distributed in any way, without SpinUp’s express prior written authorization. You are granted permission to display on your computer, print and download the Content on this Website solely for your own personal, non-commercial and educational use. You must retain copyright and other notices on any copies of the Content you make. Certain Content and documents available on this Website are open source Content and documents subject to the applicable open source license and are so marked. Your use of those materials is governed by the individual applicable license. Unauthorized use of the SpinUp Websites or the Content contained on or available through the SpinUp Websites or any linked websites may violate applicable Intellectual Property laws or other laws.

The SpinUp Websites, Online Mediums and Content may contain user or third party submitted content, such as feedback and suggestions, post or submissions and other materials (hereinafter, the “Submissions”) intended for review by general public, or by members of any public or private community. SpinUp does not claim ownership of the third party submitted content and shall have no obligation or liability of any kind, including without limitation errors, omissions, or damages, with respect to Submissions. Submissions are not reviewed, approved or endorsed by SpinUp and are provided solely for convenience to SpinUp customers and users. SpinUp reserves the right to monitor, restrict access to, edit or remove any Content available via the Online Mediums.

Copyrights Infringement Complaints. You may not use the SpinUp Websites, Content or Online Mediums for any purpose or in any manner that infringes the rights of any third parties. SpinUp encourages you to report any content on the SpinUp Websites that you believe infringes your copyright. If you would like to submit a Copyright Infringement Complaint, visit SpinUp Copyright Notices.

TRADEMARKS

The trademarks, service marks, logos, slogans and domain names (“Marks”) referenced on the SpinUp Websites are either common-law service marks, trademarks or registered service marks or trademarks of SpinUp or its subsidiaries and are protected by trademark laws in the United States and other countries, and international laws and treaties. Other names of actual companies and products mentioned on the SpinUp Websites may be the trademarks of their respective owners and reference to them does not suggest sponsorship, endorsement or association with SpinUp. Nothing contained on the SpinUp Websites should be construed as granting, by implication or otherwise, any license or right to use any Marks displayed on the SpinUp Websites. You are not permitted to use any Marks displayed on the Websites, metatags or any other “hidden text” utilizing Marks of SpinUp and its licensors, without prior written permission of SpinUp or such third party who may own the Mark.

For information on use of SpinUp trademarks, visit SpinUp Copyright Notices.

YOUR USE OF THE WEBSITES

Privacy Statement. SpinUp Privacy Statement as it may change from time to time, applies to collection and use of your information and is made a part of these Terms by this reference.

Password Protected Areas. Access to and use of password protected areas of the SpinUp Websites is restricted to authorized users only. You agree that you: (i) will provide current, complete and accurate identification, contact and other information about you as you may be prompted by the registration process on the SpinUp Websites; (ii) are responsible to maintain, keep current and update any registration data and other information you provide to SpinUp; (iii) are entirely responsible for maintaining the security of your password, identification and account and for any and all activity that occurs under your account; and (iv) will notify SpinUp immediately of any unauthorized access or use of your account or password or any other breach of security. You understand that any person with your password will be able to access your account and any registration data, including, without limitation access to your servers and applications accessible through your account. You accept sole risk of unauthorized access to your account. SpinUp will not be liable to you for any loss you may incur as a result of someone else using your password or account with or without your knowledge. You may be held liable for losses incurred by SpinUp or any other user or visitor to the SpinUp Websites due to someone else using your password or account. You may not use anyone else’s account at any time, without the permission of the account holder.

Content you Submit. SpinUp appreciates hearing from you. Blogs, community forums, chat rooms and other discussion sites may be made available to our customers and users. You acknowledge and agree, that as to any content you, as a user, may submit via the Online Mediums become public information and it shall be deemed to be provided on a non-confidential basis, except for resumes submitted solely for consideration for employment with SpinUp which may be shared with SpinUp on a “need to know” basis. You should always use caution when submitting personal identifiable information about yourself or third parties in any Online Mediums. SpinUp is free to use or disseminate such contributed content on an unrestricted basis for any purpose, and you grant SpinUp an irrevocable, worldwide, perpetual, royalty-free license to use, reproduce, modify, adapt, incorporate, transmit, display, publish, post, resell and otherwise distribute such Submission and contributed content (including, without limitation, creative ideas, suggestions, materials, names, voices, likeness and other personal identifiable information contained in your Submission) in any form and media now known or which shall become known in the future for any purposes whatsoever, including without limitation, using such information, ideas, inventions and creative ideas for development, marketing and promotional purposes, without any notice or compensation to you.

SpinUp is under no obligation to use the contributed content and your Submissions and may remove any such content or Submission at any time at its sole discretion. SpinUp reserves the right to terminate your access to Online Mediums at any time, without notice, for any reason whatsoever.

You represent and warrant that you own or otherwise have permission to submit any such materials and grant SpinUp the rights described herein.

No unlawful or Prohibited Use. You agree not to upload, post or otherwise transmit via the Online Mediums any content that: (i) is misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent, obscene, pornographic, vulgar, libelous, racially, ethnically, religiously or otherwise objectionable; (ii) constitutes unauthorized disclosure of personal or confidential information; (iii) infringes any patent, trademark, trade secret, publicity right, privacy right, copyright or other intellectual property or any rights of any party; (iv) contains viruses, Trojan horses, Worms, corrupted files or code, files and programs designed to impede or destroy the functionality of any computer software or hardware; spyware and malware designed for phishing and with a view to compromise the data security and integrity, and obtain sensitive personal or financial information.

You also agree not to use the SpinUp Websites or Online Mediums to: (i) impersonate an employee or a representative of SpinUp, its divisions and subsidiaries; (ii) misrepresent your identity or affiliation with a person or entity; (iii) send bulk mail, spam, “chain letters” and other unsolicited and unauthorized communication; (iv) attempt to gain unauthorized access to any portion or feature of the SpinUp Websites or any other system or networks connected to the SpinUp Website or any other services offered through the SpinUp Websites, and/or other accounts not belonging to you, or violate security of any portion of the SpinUp Websites, by hacking, password mining or any other means; (v) obtain or attempt to obtain any information, materials or documents not purposely made available through the SpinUp Website or Online Mediums through any means; (vi) attempt to interfere with the proper working of the SpinUp Websites or any transaction being conducted on the SpinUp Websites or to restrict or inhibit any other user from accessing or using the SpinUp Websites, by means of hacking or defacing any portion of the SpinUp Websites; (vii) violate any applicable local, state, national or international law, including without limitation regulations by the U.S. Securities and Exchange Commission, and the Office of Foreign Assets Control.

OTHER TERMS AND CONDITIONS

Your Purchase of Services and Services Availability. Specific terms and conditions apply to your purchase of services from SpinUp and to specific portions or features of the SpinUp Websites. SpinUp’s obligations with regards to its services offered on the SpinUp Websites are governed solely by such terms and conditions and nothing contained on the SpinUp Websites or in these Terms shall be construed to alter services specific terms and conditions. The materials on the Websites with respect to services may be outdated and SpinUp makes no commitment to update such material. Not all services mentioned in these materials will be available in your country and such references do not imply that SpinUp will make available such services in your country. Please consult the SpinUp Control Panel for information regarding the availability of particular services offering in your country.

Promotions. The Websites may contain or offer sweepstakes, contests, promotions or other similar features, which may be subject to a separate set of rules that describe the contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements in connection with the applicable contest or promotion.

LINKING TO SPINUP WEBSITES

We greatly appreciate your efforts in letting your clients know about us. You may link to the SpinUp Websites by using a text link and linking to SpinUp Websites homepage. Linking directly to any other webpage or content within the SpinUp Websites is prohibited without SpinUp prior written permission. SpinUp only consents to links in which the link and the pages that are activated by the link do not: (i) duplicate the website content; (ii) frame or create any other border around the website content or any pages on the Websites or use other techniques that alter in any way the visual presentation or appearance of any content within the SpinUp Websites; (iii) misrepresent your relationship with SpinUp or otherwise create a false affiliation, connection or association with SpinUp; (iv) imply that SpinUp approves or endorses you, your website, or your services or product offerings; (v) present false or misleading impression about SpinUp or otherwise damage the goodwill associated with the SpinUp name or trademarks; (v) use SpinUp trademarks in page text, metatags and/or hidden text for purpose of gaining higher rankings from search engines; (vi) utilize SpinUp name, trademarks, service marks, colors, logos or any other brand features of SpinUp, nor your relationship with SpinUp for purposes of or in any manner which intentionally gives rise to advertising or publicity without SpinUp prior written permission. As a further condition to being permitted to link to the SpinUp Websites, you agree that SpinUp may at any time, in its sole discretion, terminate permission to link to the SpinUp Websites. In such event, you agree to immediately remove all links to the SpinUp Websites and to cease using any SpinUp trademark. SpinUp reserves the right to disable any unauthorized links or frames and disclaims any responsibility for the content available on any other website reached by links to or from the SpinUp websites.

You may not use the SpinUp corporate logo or any other brand feature to link to SpinUp.

The SpinUp Websites may contain links and references to non-SpinUp websites and resources (“Linked Websites”) and are provided for convenience only. If you decide to leave SpinUp Websites and access Linked Websites, you do so at your own risk and SpinUp will have no liability arising out of or related to such Linked Websites and/or their content or any damages or loss caused or alleged to be caused by or in connection of any purchase or use of any such content, goods or services available on or through any such Linked Website. SpinUp has not reviewed the Linked Websites and we are not responsible for the content, accuracy or opinions expressed on these websites. Inclusion of these links on our Websites does not apply approval or endorsement by SpinUp of the Linked Websites, their entities or products and services. Please understand that the Linked Websites, even if they contain SpinUp logo, are independent websites, and SpinUp does not control the content on that Linked Website. Additionally, SpinUp is not a party to or responsible for any transaction you may enter into with any such third party, even if you learn of such third party from SpinUp, by way of reference or link provided on the SpinUp Websites.

FORWARD-LOOKING STATEMENTS

All statements on the SpinUp Websites other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business; any statements about operational improvements or third party data that may suggest trends for our business or industry; any statements of the plans, strategies, and objectives of SpinUp for future operations or service offerings; any statements of expectation or belief regarding future events, potential markets or market size; technology developments; and any statements of assumptions underlying any of the items mentioned. Risks, uncertainties and assumptions include the possibility that expected benefits from our operational improvements or service offerings may not materialize. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties that involve risks, many of which are beyond our control and not guarantees of future performance. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of SpinUp could differ materially from our current expectations as a result of many factors, including but not limited to: the unpredictable nature of our rapidly evolving market and quarterly fluctuations in our business; the effects of competition; and any adverse changes in our indirect channel relationships. These and other risks and uncertainties associated with our business are described in our quarterly and annual reports filed with the Securities and Exchange Commission at www.edgar.gov. Except as required by law, SpinUp assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

DISCLAIMER OF WARRANTIES

Your use of and access to the SpinUp Websites, Online Mediums and Content posted by SpinUp, its divisions, subsidiaries or user generated content posted by third parties is at your sole risk. The Websites, Online Mediums and Content are provided for informational purposes only on an “AS IS” and “AS AVAILBALE” basis without any express or implied warranty of any kind, including warranties of merchantability, non-infringement, or fitness for any particular purpose. SpinUp makes no representations, warranties or guarantees as to the quality, suitability, truth, accuracy or completeness of the Content. SpinUp further makes no representations, warranties or guarantees that the quality and reliability of any information, and hosting services obtained from the Website, Online Mediums and/or Content will meet your expectations and requirements, be virus-free, or perform error- and damage-free. You assume all risk and responsibility for any loss or damage whatsoever to your computer system, data and business arising out of your use of the Website, Online Mediums and/or Content.

LIMITATION OF LIABILITY

You expressly understand and agree that SpinUp and any contributor to the user generated content via Online Mediums (“SpinUp Licensors”) SHALL NOT BE LIABLE to you for:

    1. any loss or damage which you may incur, including without limitation as a result of any reliance placed by you on the accuracy, completeness or suitability of the Content, or any changes SpinUp and SpinUp Licensors may make to the Websites, Online Mediums and Content, or any temporary interruption or permanent cessation in the provision of the Online Mediums and Content, or, if applicable, your failure to safeguard your account details or passwords.
    1. to the full extent permitted by law, SpinUp and SpinUp Licensors are not liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages arising out of or in connection with your use of or related to the Websites, Online Mediums and Content (including without limitation for loss of or damage to business, revenues, goodwill or data) even if SpinUp and SpinUp Licensors had previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract, negligence or other tortuous action.
    1. Since some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, portions of the above limitation or exclusion may not apply to you.

INDEMNIFICATION

You agree to indemnify and hold SpinUp, its subsidiaries, affiliates, shareholders, officers, directors, agents, employees and representative and SpinUp Licensors, their subsidiaries, affiliates, shareholders, officers, directors, agents, employees and representatives harmless from any claims and demands, including reasonable attorneys’ fees, made by any third party arising from or relating to: (i) your use of and access to the Websites, Online Mediums and Content; (ii) content you submit, post, transmit or otherwise make available via the Website and Online Mediums; (iii) your violation of these Terms or Website specific Terms and Conditions. This indemnification obligation will survive the termination of your SpinUp account or these Terms.

GENERAL

The Terms constitute the entire agreement between you and SpinUp relating to your use of and accessing to the SpinUp Websites and Online Mediums and Content. You may also be subject to Online Medium or Content specific terms of use. Texas law and U.S. federal law shall govern any action related to the Terms and your use of the Online Mediums and Content, without regard to the choice of law rules. In any dispute between you and SpinUp, you agree to submit to personal and exclusive jurisdiction of the courts located in Bexar County, Texas, United States. In the event of any violations of the Terms, SpinUp reserves the right to disable your access to the Online Mediums and Content and seek all remedies available by law and in equity.

Thank you for reading through these Terms and now, enjoy our Websites.




INTERNATIONAL SPINUP WEBSITE TERMS OF USE

Welcome to this SpinUp website. By accessing, browsing or using this website and all SpinUp owned and/or operated websites-, (the “SpinUp Websites”), you are agreeing to comply with and be bound by the following Terms of Use (the “Terms”) and all terms and conditions incorporated by reference. Please review these Terms carefully before using the SpinUp Websites. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE THE SPINUP WEBSITES. SpinUp may, without notice to you, at any time amend these Terms and any other information contained on the SpinUp Websites. Your continued use of the SpinUp Websites after any changes to these Terms have been posted will be considered your acceptance of those changes. You agree that your use of the SpinUp Websites is on behalf of your company or another legal entity and you hereby represent and warrant that you are not a consumer.

SCOPE OF TERMS

These Terms apply to SpinUp Websites and to any secure areas of those websites. These Terms also apply to any and all online resources, materials, download areas, tools and interactive venues provided on the SpinUp Websites, including without limitation, blogs, community forums, chat rooms, discussion sites, service offerings information (hereinafter, “Online Mediums”), both now and in the future. SpinUp may also publish medium-specific terms of use, in which event these Terms shall remain in full force and effect to the extent that the Terms do not conflict with the medium-specific terms of use.

OWNERSHIP OF CONTENT

The SpinUp Websites; their past, present and future versions; all pages found within the SpinUp Websites; the material and information on the SpinUp Websites; all graphics, text, images, audio, videos, webinars, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any and all copyrightable material (including source and object code) and all other materials, including without limitation the design, structure, “look and feel” and arrangement of such content contained on the SpinUp Websites (hereinafter, the “Content”); trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, whether registered or not are owned, controlled or licensed by or to SpinUp, and are protected by intellectual property laws (the “Intellectual Property laws”), including but not limited to copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and other proprietary rights and unfair competition laws. In using the SpinUp Websites or the Content, you acknowledge and agree to abide by all applicable Intellectual Property laws, as well as any specific notices contained on the SpinUp Websites. All rights not expressly granted are reserved.

The SpinUp Websites and the Content may not be copied, reproduced, modified, adapted, translated, transmitted, displayed, published, posted, resold, or otherwise distributed in any way, without SpinUp’s express prior written authorization. You are granted permission to display on your computer, print and download the Content on the SpinUp Websites solely for your own personal, non-commercial and educational use. You must retain copyright and other notices on any copies of the Content you make. Certain Content and documents available on the SpinUp Websites are open source Content and documents subject to the applicable open source license and are so marked. Your use of those materials is governed by the individual applicable license. Unauthorized use of the SpinUp Websites or the Content contained on or available through the SpinUp Websites or any linked websites may violate applicable Intellectual Property laws or other laws.

The SpinUp Websites, Online Mediums and Content may contain user or third party submitted content, such as feedback and suggestions, posts or submissions and other materials (hereinafter, the “Submissions”) intended for review by the general public, or by members of any public or private community. SpinUp does not claim ownership of the Submissions and to the full extent permitted by law shall have no obligation or liability of any kind, including without limitation errors, omissions, or damages, with respect to Submissions. Submissions are not reviewed, approved or endorsed by SpinUp and are provided solely for convenience to SpinUp customers and users. SpinUp reserves the right to monitor, restrict access to, edit or remove any Content available via the Online Mediums.

Notice and takedown of material. SpinUp encourages you to report material that you believe warrants removal from the SpinUp Websites, Online Mediums and Content based on applicable laws. If you would like to report such material for removal, please click here. If you believe that any of the material on the SpinUp Websites infringes your copyright, please click here to submit a Copyright Infringement notice. Following SpinUp’s receipt of your report of material that you believe warrants removal or Copyright Infringement notice, as applicable, SpinUp will contact you as quickly as possible. SpinUp may request you provide additional information as necessary to investigate your specific report of material that you believe warrants removal and/or Copyright Infringement complaint.

SpinUp retains copyright and/or applicable rights to all text and graphic images supplied on SpinUp Websites.

You may print and download the information on SpinUp Websites for your own personal, non-commercial and educational use. Unless permitted by mandatory rules of law, you may not distribute any text or graphics featured on SpinUp Websites to others without the express written permission of SpinUp, “mirror” this information on your own site without written permission from SpinUp, or modify or re-use in any way the text or graphics on this site.

You may not use the SpinUp Websites, Content or Online Mediums for any purpose or in any manner that infringes the rights of any third parties.

TRADEMARKS

The trademarks, service marks, logos, slogans and domain names (“Marks”) referenced on the SpinUp Websites are either common-law trademarks or registered trademarks of SpinUp or its subsidiaries and are protected by trade mark and other laws in the United States, the European Union and other countries, and international laws and treaties.

Use of SpinUp trademarks is prohibited unless expressly authorized by SpinUp. You are not permitted to use any Marks displayed on the SpinUp Websites, metatags or any other “hidden text” utilizing Marks of SpinUp and its licensors, without the prior written permission of SpinUp or such third party who may own the Mark. Without the express prior written consent of SpinUp, no SpinUp Mark may be used in a manner that implies an affiliation with, approval by, endorsement of or sponsorship by SpinUp.

All Marks remain the sole property of their respective holders. You may print copies or download copies of the information on this site for your own personal, non-commercial and educational use.

You may not distribute any text or graphics herein to others without the express written permission of SpinUp, “mirror” this information on your own site without permission from SpinUp, or modify or re-use in any way the text or graphics on this site.

The names of actual companies and products mentioned on the SpinUp Websites may be the trademarks of their respective owners and reference to them does not suggest sponsorship, endorsement or association with SpinUp. Nothing contained on the SpinUp Websites should be construed as granting, by implication or otherwise, any license or right to use any Marks displayed on the SpinUp Websites.

SpinUp channel partners may use the channel partner tier logo as specified in their agreement with SpinUp and according to specific guidelines and other partner program resources provided to channel partners.

YOUR USE OF THE SPINUP WEBSITES

Privacy Policy. SpinUp’s privacy policy, as it may change from time to time, applies to the collection and use of personal data and is made a part of these Terms by this reference. The privacy policy is available on the same SpinUp Website that features these Terms.

Password Protected Areas. Access to and use of password protected areas of the SpinUp Websites is restricted to authorized users only. You agree that you: (i) will provide current, complete and accurate identification, contact and other information about you as you may be prompted by the registration process on the SpinUp Websites; (ii) are responsible to maintain, keep current and update any registration data and other information you provide to SpinUp; (iii) are entirely responsible for maintaining the security of your password, identification and account and for any and all activity that occurs under your account; and (iv) will notify SpinUp immediately of any unauthorized access or use of your account or password or any other breach of security. You understand that any person with your password will be able to access your account and any registration data, including, without limitation access to your servers and applications accessible through your account. You accept sole risk of unauthorized access to your account. To the full extent permitted by law SpinUp will not be liable to you for any loss you may incur as a result of someone else using your password or account with or without your knowledge. You may be held liable for losses incurred by SpinUp or any other user or visitor to the SpinUp Websites due to someone else using your password or account because of your non-performance under these Terms. You may not use anyone else’s account at any time, without the permission of the account holder.

Content you Submit. SpinUp appreciates hearing from you. Blogs, community forums, chat rooms and other discussion sites may be made available to our customers and users. You acknowledge and agree, that any content you, as a user, may submit via the Online Mediums will become public information and it shall be deemed to be provided on a non-confidential basis, except for resumes submitted solely for consideration for employment with SpinUp which may be shared within SpinUp on a “need to know” basis. You should always use caution when submitting personal data about yourself or third parties in any Online Mediums. Without prejudice to the limitations of use of your personal data as set out in SpinUp’s Privacy Policy, as it may change from time to time, SpinUp is free to use or disseminate such contributed content on an unrestricted basis for any purpose, and you grant SpinUp an irrevocable, worldwide, perpetual, royalty-free license to use, reproduce, modify, adapt, incorporate, transmit, display, publish, post, resell and otherwise distribute such Submission and contributed content (including, without limitation, creative ideas, suggestions, materials, names, voices, likeness and other personal data contained in your Submission) in any form and media now known or which shall become known in the future for any purposes whatsoever, including without limitation, using such information, ideas, inventions and creative ideas for development, marketing and promotional purposes, without any notice or compensation to you.

SpinUp is under no obligation to use the contributed content and your Submissions and may remove any such content or Submission at any time at its sole discretion. SpinUp reserves the right to terminate your access to Online Mediums at any time, without notice, for any reason whatsoever.

You represent and warrant that you own or otherwise have permission to submit any such materials and grant SpinUp the rights described herein.

No Unlawful or Prohibited Use. You agree not to upload, post or otherwise transmit via the Online Mediums any content that: (i) is misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent, obscene, pornographic, vulgar, libelous, racially, ethnically, religiously or otherwise objectionable; (ii) constitutes unauthorised disclosure of personal or confidential information; (iii) infringes any patent, trade mark, trade secret, publicity right, privacy right, copyright or other intellectual property or any rights of any party; (iv) contains viruses, Trojan horses, Worms, corrupted files or code, files and programs designed to impede or destroy the functionality of any computer software or hardware; spyware and malware designed for phishing and with a view to compromise the data security and integrity, and obtain sensitive personal or financial information.

You also agree not to use the SpinUp Websites or Online Mediums to: (i) impersonate an employee or a representative of SpinUp, its divisions and subsidiaries; (ii) misrepresent your identity or affiliation with a person or entity; (iii) send bulk mail, spam, “chain letters” and other unsolicited and unauthorised communication; (iv) attempt to gain unauthorised access to any portion or feature of the SpinUp Websites or any other system or networks connected to the SpinUp Website or any other services offered through the SpinUp Websites, and/or other accounts not belonging to you, or violate security of any portion of the SpinUp Websites, by hacking, password mining or any other means; (v) obtain or attempt to obtain any information, materials or documents not purposely made available through the SpinUp Website or Online Mediums through any means; (vi) attempt to interfere with the proper working of the SpinUp Websites or any transaction being conducted on the SpinUp Websites or to restrict or inhibit any other user from accessing or using the SpinUp Websites, by means of hacking or defacing any portion of the SpinUp Websites; (vii) violate any applicable local, state, national or international law, including without limitation regulations by the U.S. Securities and Exchange Commission, and the Office of Foreign Assets Control.

OTHER TERMS AND CONDITIONS

Your Purchase of Services and Services Availability. Specific terms and conditions apply to your purchase of services from SpinUp and to specific portions or features of the SpinUp Websites. SpinUp’s obligations with regards to its services offered on the SpinUp Websites are governed solely by such terms and conditions and nothing contained on the SpinUp Websites or in these Terms shall be construed to alter terms and conditions that are specific to services. The materials on the SpinUp Websites with respect to services may be outdated and SpinUp makes no commitment to update such material. Not all services mentioned in these materials will be available in your country and such references do not imply that SpinUp will make available such services in your country. Please consult the SpinUp Control Panel for information regarding the availability of particular service offerings in your country.

Promotions. The SpinUp Websites may contain or offer promotions or other similar features, which may be subject to a separate set of rules that describe the promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements in connection with the applicable contest or promotion.

LINKING TO SPINUP WEBSITES

We greatly appreciate your efforts in letting your clients know about us. You may link to the SpinUp Websites by using a text link and linking to a SpinUp Websites homepage. Linking directly to any other webpage or content within the SpinUp Websites is prohibited without SpinUp’s prior written permission. SpinUp only consents to links in which the link and the pages that are activated by the link do not: (i) duplicate the website content; (ii) frame or create any other border around any content on the SpinUp Websites or any pages on the SpinUp Websites or use other techniques that alter in any way the visual presentation or appearance of any content within the SpinUp Websites; (iii) misrepresent your relationship with SpinUp or otherwise create a false affiliation, connection or association with SpinUp; (iv) imply that SpinUp approves or endorses you, your website, or your services or product offerings; (v) present a false or misleading impression about SpinUp or otherwise damage the goodwill associated with the SpinUp name or Marks; (v) use SpinUp Marks in page text, metatags and/or hidden text for purpose of gaining higher rankings from search engines; (vi) utilise SpinUp name, Marks, colours, logos or any other brand features of SpinUp, nor your relationship with SpinUp for purposes of or in any manner which intentionally gives rise to advertising or publicity without SpinUp’s prior written permission. As a further condition to being permitted to link to the SpinUp Websites, you agree that SpinUp may at any time, in its sole discretion, terminate permission to link to the SpinUp Websites. In such event, you agree to immediately remove all links to the SpinUp Websites and to cease using any SpinUp Marks. SpinUp reserves the right to disable any unauthorized links or frames and disclaims any responsibility for the content available on any other website reached by links to or from the SpinUp Websites.

Except for the link logos as provided by SpinUp, you may not use the SpinUp corporate logo or any other brand feature to link to SpinUp.

The SpinUp Websites may contain links and references to non-SpinUp websites and resources (“Linked Websites”) and are provided for convenience only. If you decide to leave SpinUp Websites and access Linked Websites, you do so at your own risk and SpinUp will have no liability arising out of or related to such Linked Websites and/or their content or any damages or loss caused or alleged to be caused by or in connection with any purchase or use of any such content, goods or services available on or through any such Linked Website. SpinUp has not reviewed the Linked Websites and SpinUp is not responsible for the content, accuracy or opinions expressed on these websites. Inclusion of these links on SpinUp Websites does not apply approval or endorsement by SpinUp of the Linked Websites, their entities or products and services. Please understand that the Linked Websites, even if they contain a SpinUp logo, are independent websites, and SpinUp does not control the content on that Linked Website. Additionally, SpinUp is not a party to or responsible for any transaction you may enter into with any such third party, even if you learn of such third party from SpinUp, by way of reference or link provided on the SpinUp Websites.

FORWARD-LOOKING STATEMENTS

All statements on the SpinUp Websites other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business; any statements about operational improvements or third party data that may suggest trends for our business or industry; any statements of the plans, strategies, and objectives of SpinUp for future operations or service offerings; any statements of expectation or belief regarding future events, potential markets or market size; technology developments, and any statements of assumptions underlying any of the items mentioned. Risks, uncertainties and assumptions include the possibility that expected benefits from our operational improvements or service offerings may not materialise. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties that involve risks, many of which are beyond our control and not guarantees of future performance. If such risks or uncertainties materialise or such assumptions prove incorrect, the results of SpinUp could differ materially from our current expectations as a result of many factors, including but not limited to: the unpredictable nature of our rapidly evolving market and quarterly fluctuations in our business; the effects of competition; and any adverse changes in our indirect channel relationships. These and other risks and uncertainties associated with our business are described in our quarterly and annual reports filed with the Securities and Exchange Commission at www.sec.gov/edgar.shtml. Except as required by law, SpinUp assumes no obligation to update these forward-looking statements publicly, or to update the reasons, and actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

DISCLAIMER OF WARRANTIES

The following applies to the fullest extent permitted by applicable law:

Your use of and access to the SpinUp Websites, Online Mediums and Content posted by SpinUp, its divisions, subsidiaries or user generated content posted by third parties is at your sole risk. The SpinUp Websites, Online Mediums and Content are provided for informational purposes only on an “AS IS” and “AS AVAILABLE” basis without any express or implied warranty of any kind, including warranties of merchantability, non-infringement, or fitness for any particular purpose. SpinUp makes no representations, warranties or guarantees as to the quality, suitability, truth, accuracy or completeness of the Content. SpinUp further makes no representations, warranties or guarantees that the quality and reliability of any information, and hosting services obtained from the SpinUp Websites, Online Mediums and/or Content will meet your expectations and requirements, be virus-free, or perform error- and damage-free. To the fullest extent permitted by law, you assume all risk and responsibility for any loss or damage whatsoever to your computer system, data and business arising out of your use of the SpinUp Websites, Online Mediums and/or Content.

LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, you expressly understand and agree that SpinUp and any contributor to the user-generated content via Online Mediums (“SpinUp Licensors”) SHALL NOT BE LIABLE to you for:

    1. any loss or damage which you may incur, including without limitation as a result of any reliance placed by you on the accuracy, completeness or suitability of the Content, or any changes SpinUp and SpinUp Licensors may make to the SpinUp Websites, Online Mediums and Content, or any temporary interruption or permanent cessation in the provision of the Online Mediums and Content, or, if applicable, your failure to safeguard your account details or passwords;
    1. any loss or damage which you may incur as a result of your leaving the SpinUp Websites and accessing Linked Websites. This includes without limitation any loss or damage that you may incur as a result of any reliance placed by you on the accuracy, completeness or suitability of the content on Linked Websites;
    1. to the full extent permitted by law, any damages whatsoever, including without limitation direct, indirect, special, incidental, consequential damages arising out of or in connection with your use of, your inability to use, or results of the use of the SpinUp Websites, Online Mediums and Content and any Linked Websites (including without limitation for loss of or damage to business, revenues, goodwill or data) even if SpinUp and SpinUp Licensors had previously been advised of, or reasonably could have foreseen, the possibility of such loss or damages, however they arise, whether in breach of contract, negligence or other tortious action.

Nothing in these Terms shall exclude or limit liability to a greater extent than is permitted by applicable law and nothing in these Terms shall exclude or limit liability for fraud, fraudulent misrepresentation, or for death or personal injury caused by negligence.

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify and hold SpinUp, its subsidiaries, affiliates, shareholders, officers, directors, agents, employees and representatives and SpinUp Licensors, their subsidiaries, affiliates, shareholders, officers, directors, agents, employees and representatives harmless from any claims and demands, including reasonable attorneys’ fees, made by any third party arising from or relating to: (i) your use of and access to the SpinUp Websites, Online Mediums and Content; (ii) content you submit, post, transmit or otherwise make available via the SpinUp Websites and Online Mediums; (iii) your violation of these Terms or SpinUp Websites’ specific Terms and Conditions. This indemnification obligation will survive the termination of your SpinUp account or these Terms.

GENERAL

The Terms constitute the entire agreement between you and SpinUp relating to your use of and access to the SpinUp Websites and Online Mediums and Content. You may also be subject to Online Medium or Content specific terms of use. Where these Terms intend to create any right for any third party to rely upon these Terms in any way and/or where specific clauses of these Terms are considered to be so called “third party stipulations” and such are accepted by the respective third party, such third party shall not become a party to the agreement between you and SpinUp. The laws of England shall govern any action related to the Terms and your use of the Online Mediums and Content, without regard to the choice of law rules. In any dispute between you and SpinUp, you agree to submit to the non-exclusive jurisdiction of the courts located in England. In the event of any violations of the Terms, SpinUp reserves the right to disable your access to the SpinUp Websites, Online Mediums and Content and seek all remedies available by law and in equity.

Thank you for reading through these Terms. Now please enjoy our SpinUp Websites.