Effective starting: Sept 19, 2016
The Spiisee Platform
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.
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:
(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.
(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).
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.
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.
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.
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.
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.
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: