Terms and conditions of use
Date of Revision: [ 10/12/2024 ]
This Service includes subscriptions that automatically renew. Please read these terms and conditions of use (the "Terms") carefully (in particular, Section 3 "Subscription fees and payment") before starting a trial or completing a purchase for our app’s auto-renewing subscription service. To avoid being charged you must affirmatively cancel your subscription at least 24 hours before the end of the trial or then-current subscription period. When purchasing a subscription that automatically renews, you agree to its auto-renewal nature and to its terms defined near the point of purchase and acknowledge that to avoid charges you would need to affirmatively cancel it.
Our privacy practices are in detail described in our Privacy Policy/Notice. Please acknowledge yourself with its contents to understand how your personal information is collected, used, and shared.
PLEASE NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 6 THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS. THE ARBITRATION PROVISION REQUIRES THAT DISPUTES BE RESOLVED IN ARBITRATION ON AN INDIVIDUAL BASIS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS APPELLATE REVIEW THAN IN COURT. EXCEPT AS SPECIFIED BELOW IN SECTION 8, UNLESS YOU OPT OUT WITHIN 30 DAYS OF FIRST USE OF OUR SERVICE AS PROVIDED FOR IN SECTION 6, ARBITRATION IS THE EXCLUSIVE VENUE FOR ANY AND ALL DISPUTES AND IS MANDATORY. FURTHERMORE, THESE TERMS CONTAIN IMPORTANT DISCLAIMERS IN (SECTION 2), CLASS ACTION WAIVER (SECTION 6). DISCLAIMERS OF WARRANTIES (SECTION 8) AND LIMITATION OF LIABILITY (SECTION 9).
Contents:
These Terms of Service (the "Terms") constitute a legally binding agreement between you and Zeframin Limited (reg. No. 418324), a company incorporated under the laws of Сyprus, having its registered office at Florinis 7, Greg Tower, 2nd Floor, 1065, Nicosia, Cyprus (“we”, “us”, or “our”, “Company”) regarding your use of the Company’s websites (the “Service”), including all information, text, graphics, software, and services, available for your use (the “Content”).Please read these Terms carefully before accessing or using our mobile application, website, or related services.
The Service is intended for personal and non-commercial use only.You agree not to use the Service for any illegal or unauthorized purpose.Your use of the Service signifies your acceptance of these Terms. If you do not agree with any part of these Terms, please refrain from using the Service.
The Service is an online chat application powered by artificial intelligence (“AI”) algorithms, designed to create and bring to life virtual, fictional characters (the “AI Companions”). The Service enables users to engage with AI Companions through chat messages and also offers the capability to generate other media formats, including images, videos, and voice notes (collectively referred to as the “Content”). Access to certain features of the Service may require you to create a user account.
1. Acceptance of Terms1.1. By accessing or using the Service, you confirm that you are at least 18 years old (or the age of majority in your jurisdiction) and are legally able to agree to these Terms.
1.2 These Terms establish a legally binding contractual relationship between you and the Company. For this reason, PLEASE READ THE TERMS CAREFULLY BEFORE USING THE SERVICE.
1.3. You must accept these Terms to create a Spicy.AI account and to access or use the Service. If you do not have an account, you accept these Terms by using any part of the Service. If you do not accept these terms, do not create an account or use the Service.
1.4. Please also review our Privacy Policy. The terms of the Privacy Policy and other supplemental terms, policies or documents that may be posted on the Service from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.
1.5. We may change, modify, supplement, or remove portions of these Terms on this page of the Website from time to time in our sole discretion.
1.6. If any changes to these Terms may affect your use of the Service or your legal rights as the user of our Services, we`ll strive to notify you before the update`s effective date by sending an email to the email address connected with your account or by any other convenient means. Such updates will be effective no less than 14 days from the date of notification.
1.7. Any other changes will be notified to you only by updating the "Last updated" date of these Terms and you waive any right to receive specific notice of each such change.
If you don’t agree to the revisions, please stop using the Service, delete your account or cancel your subscription before the effective date of the Terms. By continuing to use or access the Service after the updates come into effect, you agree to be bound by the revised Terms.
1.9. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO BE BOUND BY THESE TERMS, THEN DO NOT DOWNLOAD THE APP OR OTHERWISE ACCESS OR USE THE SERVICE.
2. Service2.1. Certain features of the Service may require you to create a user account (“Profile”) using your email and a password.
2.2. By creating a Profile, you represent and warrant that all information provided is accurate and truthful, and that you have the right to submit such information.
2.3. You agree to update your Profile information as necessary (including, but not limited to, your email address, payment details, subscriptions, or other relevant information) to ensure it remains current, accurate, and complete.
2.4. You acknowledge that you are fully responsible for all activities conducted under your Profile. Your Profile account is non-transferable and cannot be sold, lent, or shared with any other person, whether for commercial purposes or free of charge.
2.5. Any violation of these Terms, including, but not limited to, failing to maintain accurate and updated information in your user account, may result in your account being deemed out of good standing, and we may cancel your account at our sole discretion.
2.6. Furthermore, we reserve the right to terminate, restrict, or revoke your Profile or access to the Service or its features at any time if we suspect or determine that you have violated these Terms or any other terms or policies published at [link]. Such actions will be at our sole discretion. You agree that we will not be liable to you or any third party for any denial of access to the Service, changes in costs or fees associated with third-party services, or the suspension or termination of your user account.
2.7. You acknowledge that all the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information), data, other content, software and materials displayed on the Service or used by the Company to operate the Service including the App and the Content and excluding any User Content (as defined below) is proprietary to us or to third parties.
2.8. The Company expressly reserves all rights, including all intellectual property rights, in all of the foregoing, and except as expressly permitted by these Terms, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other exploitation of them is strictly prohibited. The provision of the Service does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights.
2.9. The information you submit to us as part of your registration, and any content, materials or information (including without limitation, any text, information, graphics, messages, photos, images, and works of authorship kind), questions, comments, suggestions, reviews or other content, that you upload, send, email, display, perform, distribute, post or otherwise transmit to us, at our request or on your own, on, or through the Services (such as message boards, food logging), whether in connection with your use of the Services or otherwise, and whether publicly posted or privately transmitted to us via the Service ("User Content") remain your intellectual property.
2.10. The Company does not claim any ownership of the copyright in the User Content. Notwithstanding the foregoing, you agree to grant the Company the license under the paragraph
2.11 below. You also agree that the Company may retain copies of all registration information and the User Content and use such information and the User Content as reasonably necessary for or incidental to its operation of the Service and as described in these Terms and the Privacy Policy.
2.11. You hereby grant the Company, its sublicensees, successors, and assigns a royalty-free, perpetual, sublicensable, assignable, non-exclusive right, and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, transmit, edit, reformat, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform, display and otherwise use any User Content (in whole or in part) worldwide and/or to incorporate the User Content in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks, and other intellectual and proprietary rights (collectively, the “Rights”) that may exist in such User Content. The license granted herein explicitly excludes any personal data as defined under applicable privacy laws and regulations. You hereby represent and warrant that you own all rights, title, and interest in and to User Content or are otherwise authorized to grant the rights provided to the Company under this Seection. You also warrant that to the extent, you are not the exclusive holder of all Rights in a User Content, any third party holder of any Rights, including moral rights in such User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You further acknowledge that we and our successors and assigns shall be entitled to unrestricted use of the User Content for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the User Content. Subject to the foregoing, the owner of a User Content placed on the Services retains any Rights that may exist in such User Content.
We are not responsible for maintaining a copy of any material we remove from our Services, and we are not liable for any loss you incur if Content you post or transmit to our Services is removed.
2.12. Subject to these Terms, the Company grants you a non-transferable, non-exclusive, license (without the right to sublicense) to (i) use the Service solely for your personal, non-commercial purposes, and (b) install and use the Service solely for your personal, non-commercial purposes.
2.13. You agree, represent, and warrant, that your use of the Service, or any portion thereof, will be consistent with the foregoing license, covenants, and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations, and ordinances relating to the Service or your use of it, and you will be solely responsible for your own individual violations of any such laws.
2.14. You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Service, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges).
2.15. We retain the right to implement any changes to the Service (whether to free or paid features) at any time, with or without notice. Except to the extent prohibited by law (including Australian Consumer Law) or otherwise inapplicable, the Company is not liable to you or to any third party for any modification, suspension, or discontinuance of any feature, component, or content of the Company. If such changes affect your use of the Service, you may delete your account or cancel your subscription at any time.
2.16. Your access to and use of the Service is at your own risk. Except to the extent prohibited by law (including Australian Consumer Law) or otherwise inapplicable, the Company will have no responsibility for any harm to your computing system, loss of data, or other harm to you or any third party, including, without limitation, any bodily harm, that results from your access to or use of the Service, or reliance on any information or advice.
2.16.. The Company has no obligation to provide you with customer support of any kind. However, the Company may provide you with customer support from time to time, at the Company`s sole discretion.
3. SUBSCRIPTION FEES AND PAYMENT3.1. Certain features of the Service may be offered on a subscription basis for a fee. You may purchase a subscription directly from the Company either by (1) paying a subscription fee in advance on a recurring interval disclosed to you prior to your purchase; or (2) prepayment giving you access to the Service for a specific time period (together or separately “Purchase”).
3.2. To the maximum extent permitted by applicable laws, we may change Purchase fees at any time. We will give you reasonable notice of any such pricing changes by posting the new prices on or through the App and/or by sending you an email notification, or in other prominent ways. If you do not wish to pay the new fees, you can cancel the applicable subscription prior to the change going into effect or/and abstain from pre-paying for access to the Service.
3.3. Automatically Renewing Subscriptions. By signing up for certain subscriptions, you agree that your subscription may be automatically renewed. Unless you cancel your subscription you authorize us and the App Stores to charge you for the renewal term. The period of auto-renewal will be the same as your initial subscription period unless otherwise disclosed to you on the Service. The renewal rate will be no more than the rate for the immediately prior subscription period, excluding any promotional (introductory) and discount pricing, unless we notify you of a rate change prior to your auto-renewal.
3.4. Subscription Cancellation. You must cancel your subscription in accordance with the cancellation procedures disclosed to you for the particular subscription.
3.5. Subscription Trials. We may offer a paid trial subscription for the Service. Trial provides you access to the Service for a period of time, with details specified when you sign up for the offer. If this is not the case, you will purchase our subscription without a trial.
3.6. Subscription Trial Cancellation. Unless you cancel before the end of the trial period, or unless otherwise stated, your access to the Service will automatically continue and you will be billed the applicable fees for the Service. Except where otherwise inapplicable or prohibited by law, we reserve the right, in our absolute discretion, to modify or terminate any trial offer, your access to the Service during the subscription trial, or any of these terms without notice and with no liability. We reserve the right to limit your ability to take advantage of multiple trials.
3.7. The Service and your rights to use it expire at the end of the paid period of your subscription. If you do not pay the fees or charges due, we may make reasonable efforts to notify you and resolve the issue; however, we reserve the right to disable or terminate your access to the Service (and may do so without notice).
3.8. Subject to clause 2.9 below, you agree that the Purchase is final, that the Company will not refund any transaction once it has been made, and that the Purchase cannot be canceled. When you make the Purchase, you acknowledge and agree that all Purchases are non-refundable or exchangeable. Notwithstanding anything to the contrary in the foregoing, the Company will provide refunds and/or Purchase cancellations in cases and to the extent required by mandatory provisions of the applicable law. The Company may also provide refunds at its own discretion and subject to our policies that may be published from time to time.
3.9. If you are a consumer based in the EEA or Switzerland, you have an automatic legal right to withdraw from contracts for purchases of Services. However, when you make a purchase of a single item of digital content (such as a video recording or a pdf file) you expressly agree that such content is made available to you immediately and you, therefore, lose your right of withdrawal and will not be eligible for a refund. By signing up for our Service which is not a single item of digital content and is provided on a continuous basis (such as subscriptions to the Service) you expressly request and consent to an immediate supply of such Service. Therefore, if you exercise your right of withdrawal we will deduct from your refund an amount that is in proportion to the Service provided before you communicated to us your withdrawal from the contract.
- Exercise of the Right of Withdrawal. Where you have not lost your right of withdrawal, the withdrawal period will expire 14 days after the day you enter into that contract. To exercise your right of withdrawal, you must inform us - Zeframin Limited, Florinis 7, Greg Tower, 2nd Floor, 1065, Nicosia, Cyprus, email: support@myspicy.ai - of your decision to withdraw from a contract by an unequivocal statement (e.g. a letter sent by post or e-mail). You may use the model withdrawal form below, but it is not obligatory. To meet the withdrawal deadline, you need to send your communication to us saying you wish to withdraw from the contract before the withdrawal period has expired.
- Model Withdrawal Form To: Zeframin Limited, Florinis 7, Greg Tower, 2nd Floor, 1065, Nicosia, Cyprus, email: support@myspicy.ai I hereby give notice that I withdraw from my contract for the following service: Received on: Name: Address: Signature: (required only if sent by post mail) Date:
4. User Safety4.1. At the Company, the safety and well-being of our users is a top priority. We strongly urge all users to exercise the utmost caution and refrain from sharing any sensitive personal information during interactions with AI Companions. This includes, but is not limited to, financial details, home or work addresses, phone numbers, email addresses, passwords, or any other confidential information.
4.2. Users should understand that any information shared during conversations with AI Companions may carry inherent risks and it is crucial for users to exercise discretion and avoid disclosing personal or sensitive information.
4.3. To maintain a safe and respectful environment for all, we encourage users to report any suspicious, harmful, or inappropriate behavior encountered on the Service to support@myspicy.ai. Such reports allow the Company to take prompt and appropriate actions, including investigating and addressing potential violations of our Terms or other policies.
5. Restrictions of Conduct and Content5.1. Content Responsibility As a user of the Service, you are solely responsible for any content generated by the AI Companions, including text messages, voice messages, images, and videos. The AI Companions respond based on the conversations you initiate and the parameters you set. The Company does not control, endorse, or verify the accuracy of content generated by the AI Companions. Accordingly, you acknowledge full responsibility for the output generated by the AI and your actions while using the App.
You agree to ensure that your interactions with the AI Companions comply with applicable laws, regulations, and these Terms. You must not engage in any unlawful, unethical, or harmful activities while using the Services.
5.2. Incidents and User Accountability
The Company shall not be held responsible for any actions, decisions, or consequences arising from interactions between users and AI Companions. As an AI-powered platform, the AI Companions generate responses based on machine learning and programmed algorithms.
Users are advised to exercise their own discretion and judgment while engaging with AI Companions. The Company does not endorse or accept liability for any activities, incitements, or outcomes resulting from user interactions with the AI Companions. Users are solely responsible for ensuring that their actions comply with applicable laws and do not cause harm.
5.3. Content Moderation
The Company is committed to maintaining a safe and respectful environment for all users. While conversations between users and AI Companions are generally confidential, a content moderation filter may be in place to ensure compliance with our Terms and Policies. If the moderation filter identifies content that potentially violates theseTerms, the Company reserves the right to manually review the flagged content and take appropriate action, which may include terminating the user’s account.
This content moderation measure is designed to balance user privacy with the need to uphold community standards. Users are encouraged to adhere to these guidelines to maintain a positive and secure platform experience.
The Company also reserves the right, but is not obligated, to reject or remove any user-generated content that violates these Terms or is deemed inappropriate at its sole discretion. If you observe any content or behavior that breaches these Terms, please contact us atTerms or use the "Contact" section in the Service to report the issue.
5.4. DMCA Policy
The Company respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (DMCA) and related copyright laws. If you believe in good faith that content on the Service infringes your copyright, you may submit a notice to support@myspicy.aiwith the required details, including your contact information, a description of the copyrighted work, its location, and a statement of your good-faith belief under penalty of perjury. Upon receiving a valid DMCA notice, the Company will review the claim, take appropriate actions (e.g., removing or disabling access to the infringing content within 1–3 days), and notify the alleged infringer, who may submit a counter-notification if they believe the claim is mistaken. If no legal action is initiated by the copyright owner within 10–14 days of a counter-notification, the Company may restore the disputed content. The Company reserves the right to suspend or terminate access to the Service for users repeatedly engaged in copyright infringement.
5.5. Underage Policy – please consult the Underage Policy
5.6. Acceptance Use Policy – please consult the Acceptance Use Policy
6. MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVERTHIS SECTION 6 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.” PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY TO UNDERSTAND YOUR RIGHTS. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US, IN PARTICULAR:
6.1. Applicability of Arbitration Agreement
This arbitration agreement governs any dispute between you and the Company (and each of our respective agents, corporate parents, subsidiaries, affiliates, predecessors in interest, successors, and assigns) including but not limited to claims arising out of or relating to any aspect of the relationship between you and the Company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement; and claims that may arise after the termination of these Terms (“Dispute”), except claims that can be brought in small claims court if your claims qualify within the scope of that court`s jurisdiction.
Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you opt out of this arbitration and class action waiver provisions by sending electronic notice of your decision to opt-out to support@myspicy.ai with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT" within 30 days of (a) the effective date of these Terms; or (b) your first date that you used the Service that contained any versions of the Terms that substantially included this version of the Arbitration Agreement (including class action waiver), whichever is later. If you opt out of this Arbitration Agreement, the Company also will not be bound by it and any Dispute shall be resolved in accordance with Section 12. If you don`t exercise the right to opt-out, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except claims that can be brought in small claims court. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of these Terms. The relevant arbitrator shall have sole authority to determine the applicability, existence, validity, and termination of the Arbitration Agreement in each particular case. In the event that a dispute involves both issues that are subject to arbitration and issues that are not subject to arbitration, the parties unequivocally agree that any legal proceeding regarding the issues not subject to arbitration shall be stayed pending resolution of the issues subject to arbitration.
6.2. Initial Dispute Resolution
We are always interested in resolving disputes amicably and efficiently. The parties therefore agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. If you have any dispute with the Company, you agree that before taking any formal action, you will contact us at support@myspicy.ai or at Zeframin Limited, Florinis 7, Greg Tower, 2nd Floor, 1065, Nicosia, Cyprus, and provide a brief, written description of the dispute and your contact information. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Company, and good faith negotiations will be a condition to either party initiating an arbitration. Engaging in an informal dispute resolution is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before the completion of an informal dispute resolution. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
6.3. Mandatory Arbitration
This arbitration agreement provides that all Disputes must be resolved through BINDING ARBITRATION, except to the extent that the applicable law prohibits the exclusive use of arbitration for dispute resolution. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND AGREE TO HAVE OUR DISPUTES FINALLY SETTLED BY BINDING ARBITRATION before one arbitrator administered by:
In each case the relevant arbitration rules will apply as modified by this Arbitration Agreement. In the event of a conflict between the applicable arbitration rules and these Terms, these Terms shall govern unless otherwise agreed by the parties and the relevant arbitrator. If the relevant administrator of arbitration is not available to arbitrate, the parties will select an alternative arbitral forum.
6.4.Waiver of Class Action and Collective Relief
EXCEPT AS SPECIFIED IN THE “BATCH ARBITRATION”, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS OF THE SERVICES, OR ANY OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY`S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON`S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF IS AN ESSENTIAL PART OF THIS ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT. BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION.
THE ARBITRATOR HAS NO AUTHORITY TO AWARD PUNITIVE DAMAGES.
6.5. Arbitration Procedures
- Overview. Arbitration is an alternative to litigation where a neutral person (the arbitrator) hears and decides the parties’ Dispute. Arbitration proceedings are designed to provide parties with a fair hearing in a manner that is faster and less formal than court proceedings. The following procedures (the “Arbitration Procedures”) are applicable to all arbitration proceedings involving you and the Company.
- Seat of Arbitration. The seat of the arbitration shall be:
- Choice of Law. The governing law applicable to the arbitration agreement and the arbitration shall be:
- Language. The language of the arbitration shall be English.
- Commencing an Arbitration. To start an arbitration, you must follow the instructions available at:
- Fees. If you are a consumer and you initiate arbitration against us, the only filing fee you will be required to pay is USD 250 and the rest of the filing fees (if any) shall be borne by us. If the arbitrator finds the arbitration initiated by you to be non-frivolous and/or not in bad faith we will cover all other arbitration costs, including case management fees and all professional fees for the arbitrator`s services (but not your attorneys’ fees, if any). If we initiate arbitration against you and you are a consumer, we will pay for all costs associated with the arbitration (but not your attorneys’ fees, if any). The parties shall be responsible for paying their own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. Should either party bring a Dispute involving issues subject to arbitration in a forum other than arbitration, the court or the arbitrator shall have the authority to award reasonable costs, fees and expenses, including reasonable attorneys’ fees, incurred by the other party in successfully staying or dismissing, in whole or in part, such other proceeding or in otherwise enforcing compliance with this Arbitration Agreement.
- Selection of the Arbitrator. The arbitrator who will hear and decide your Dispute will be appointed by the LCIA or JAMS, as applicable, in accordance with their respective rules.
- Arbitration Hearings. The arbitrator will conduct hearings, if any, by teleconference or videoconference (based on written and/or electronic filing of documents), rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, provided that if you are a consumer, you have a right to an in-person hearing in your hometown area. If the parties are unable to agree on a location, such determination should be made by the administrator of arbitration or by the arbitrator.
- Discovery. Each party may (a) request relevant, non-privileged documents from the other party; and (b) request that the other party provide the particulars of its claims or defenses. Any such discovery requests must be served on the other party within 10 days after the arbitrator’s appointment. The responding party shall provide the requesting party with all responsive, non-privileged documents, the requested particulars, and/or any objections to the requests within 15 days after receipt of the requests. Any disputes about discovery or requests for extensions shall be submitted promptly to the arbitrator for prompt resolution. In ruling on any discovery dispute or extension request, the arbitrator shall take into consideration the nature, amount, and scope of the underlying arbitration claim, the cost and other effort that would be involved in providing the requested discovery, the case schedule, and whether the requested discovery is necessary for the adequate preparation of a claim or defense.
- Communications with the Arbitrator. Whenever communicating with the arbitrator, the parties must include each other – for example, by including the other party on a telephone conference call and copying the other party on any written submissions, such as letters or emails. To the extent practicable, conferences with the arbitrator will take place by telephone conference call or email. Ex-parte communications are not permitted with any arbitrator.
- Confidentiality. Upon either party’s request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted filing of confidential information must be done under seal.
- Arbitration Award. The arbitrator will render a written decision within 14 days after the hearing or, if no hearing was held, within 30 days after any rebuttal or supplemental statements are due. The decision must clearly specify the relief, if any, awarded and contain a brief statement of the reasons for the award.
- Waiver of Appeal. The parties agree that the award shall be final and binding upon the parties and waive any right to refer any question of law and any right of appeal on the law and/or the merits to any court.
- Consumer Remedies. If you are a consumer, remedies that would otherwise be available to you under applicable laws will remain available under this Arbitration Agreement, unless you retain the right to pursue such remedies in court as per this Agreement. 6.6. Batching Arbitrations To the extent permitted by applicable law, to increase the efficiency of the resolution, in the event 100 or more similar arbitration demands against the Company, presented by or with the assistance or involvement of the same law firm or organization, are submitted to an arbitration provider selected in accordance with the rules described above within a 30-day period:
You agree to cooperate in good faith with the Company and the Arbitration Provider to implement such a batch approach to resolution and fees. Disagreements over the applicability of this batch arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section.
All parties agree that requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.
To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise Arbitration Provider and Arbitration Provider shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite the resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by the Company
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly outlined in this provision. 6.7. Severability of Arbitration Agreement If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Arbitration Agreement or the parties ability to compel arbitration of any remaining claims on an individual basis according to this Arbitration Agreement; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in court under Section 11, and the parties agree that litigation of those claims shall stay pending the outcome of any individual claims in arbitration. Further, if any part of this Arbitration Agreement is found to prohibit an individual from seeking the remedy of public injunctive relief, that provision will have no effect to the extent
such relief is allowed to be sought out of arbitration, and the remainder of this Arbitration Agreement will be enforceable.
6.8. Survival
This arbitration provision shall survive termination of these Terms.
7. USER REPRESENTATIONS AND RESTRICTIONS
7.1. By using the Service, you represent and warrant that:
7.2. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to refuse any and all current or future use of the Service (or any portion thereof).
7.3. You may not access or use the Service for any purpose other than that for which we make the Service available. The Service may not be used in connection with any commercial endeavors except those that are specifically authorized or approved by us.
7.4 As a user of the Service, you agree not to: a. systematically retrieve data or other content from the Service to create or compile,
directly or indirectly, a collection, compilation, database, or directory without written permission from us;
b. make any unauthorized use of the Service; c. make any modification, adaptation, improvement, enhancement, translation, or derivative
work from the Service; d. use the Service for any revenue-generating endeavor, commercial enterprise, or other
purposes for which it is not designed or intended; e. make the Service available over a network or other environmental permitting access or
use by multiple devices or users at the same time; f. use the Service for creating a product, service, or software that is, directly or indirectly,
competitive with or in any way a substitute for the Service; g. use any proprietary information or any of our interfaces or our other intellectual property
in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Service;
h. circumvent, disable, or otherwise interfere with security-related features of the Service; i. engage in unauthorized framing of or linking to the Service; j. interfere with, disrupt, or create an undue burden on the Service or the networks or
services connected to the Service; k. decipher, decompile, disassemble, or reverse engineer any of the software comprising or
in any way making up a part of the Service; l. attempt to bypass any measures of the Service designed to prevent or restrict access to
the Service, or any portion of the Service; m. upload or distribute in any way files that contain viruses, worms, trojans, corrupted files,
or any other similar software or programs that may damage the operation of another`s computer;
n. use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Service, or using or launching any unauthorized script or other software;
o. use the Service to send automated queries to any website or to send any unsolicited commercial e-mail;
p. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service; q. use the Service in a manner inconsistent with any applicable laws or regulations; or r. otherwise, infringe these Terms.
7.5. When interacting with our customer care representatives, we ask that you maintain a respectful and kind demeanor. Should your conduct towards any of our customer care representatives or other employees be perceived as threatening, harassing, or offensive at any point, we retain the authority to terminate your account with immediate effect.
8. ADDITIONAL DISCLAIMER OF WARRANTIES
8.1. Basic Disclaimers of Warranties. EXCEPT TO THE EXTENT PROHIBITED BY LAW (INCLUDING UNDER AUSTRALIAN CONSUMER LAW) OR OTHERWISE INAPPLICABLE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE AND PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AS WELL AS ANY AND ALL WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICE. In particular, the released parties make no and expressly disclaim any warranty that:
8.2. Absence of Any Advice on the Service Any statement that may be posted on the Service is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. The Company makes no representations or warranties and, to the fullest extent permitted by law, expressly disclaims any and all liability relating to your reliance on the statements or other information offered or provided within or through the Service. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.
8.3. Change of Website Information and Service We may change all the information provided on the Service at our sole discretion without notice. We may at any time modify or discontinue, temporarily or permanently, the Service (or any part thereof) at our sole discretion with or without notice.
8.4. These Terms will not limit any non-waivable warranties or consumer protection rights that you may be entitled to under the mandatory laws of your country of residence.
8.5. If you are a consumer based in the EEA or Switzerland:
8.5.1. As part of the legal obligation to make sure that our Service conforms to these Terms, we may, from time to time, offer and request you to install security and technical updates. It is your responsibility to install such updates without delay and to update the operating system of your end device if this is required for such updates. We will not be liable for any lack of conformity of the Service resulting from the lack of the relevant update when you fail to install the update that we supplied to you.
8.5.2. If our Service does not conform to these Terms, you have the right to have the defect corrected. You will reasonably cooperate with us to assess whether the cause of the lack of conformity lies in your digital environment. If you do not provide such cooperation, the burden of proof of any conformity will lie with you.
9 LIMITATION OF LIABILITY
9.1. IN NO EVENT SHALL WE (AND OUR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE (INCLUDING THE APP OR CONTENT) AND PRODUCTS, OR THIRD PARTY ADS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE (INCLUDING THE APP, CONTENT, AND USER CONTENT), AND THIRD-PARTY ADS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTING SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
9.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE APP, CONTENT, SERVICE, OR PRODUCTS, IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR ACCESS TO AND USE OF THE SERVICE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE TERMS BETWEEN THE COMPANY AND YOU.
9.3. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
9.4.SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TO THE EXTENT THAT ONE OR ANY ASPECT OF LIMITATIONS SET OUT ABOVE DOES NOT APPLY, ALL REMAINING ASPECTS SURVIVE, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
9.5. If you are a resident of the EEA or Switzerland: If defective digital content supplied by us within the Service damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us. 9.6 If you are a resident of Australia:
Our Service comes with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Service, you are entitled to: (a) cancel your contract for purchase of the Service; and (b) receive a refund for the unused portion of the Service, or compensation for its reduced value.
If a failure with the Service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to cancel your contract for purchase of the Service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Service.
10. INDEMNITY
10.1. You agree to indemnify and hold the Company, its successors, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents, and representatives of each of them harmless, including costs and attorneys` fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Service or Products, (ii) your User Content, or (ii) your violation of these Terms.
10.2 The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
11. INTERNATIONAL USEThe Company makes no representation that the Service is accessible, appropriate or legally available for use in your jurisdiction, and accessing and using the Service is prohibited from territories where doing so would be illegal. You access the Service at your own initiative and you are responsible for compliance with local laws.
12. GOVERNING LAW AND VENUE
12.1. These Terms shall be governed in accordance with the laws of England and Wales (excluding its body of law governing conflicts of law).
12.2. To the extent that any action relating to any dispute hereunder is for whatever reason not submitted to arbitration, each of the parties submits to the exclusive jurisdiction of the courts of England and Wales to settle any disputes that may arise out of or in connection with this Terms and that accordingly proceedings must be brought in such courts.
12.3. The parties irrevocably submit to the personal jurisdiction and venue of the courts of England and waive any defenses of improper venue or forum non conveniens.
12.4. If you are a consumer based in the EEA or Switzerland: Nothing in these Terms shall deprive you of the protection afforded to consumers by the mandatory rules of law of the country in which you live.
If you have a complaint, please contact us at support@myspicy.ai. If you feel your complaint is not adequately addressed you may – but are not obliged to – use the Online Dispute Resolution (ODR) platform that you can access through http://ec.europa.eu/odr. Other than as set out in these Terms, the Company does not participate in any alternative dispute resolution scheme. You may bring any dispute which may arise under these Terms to the competent court of your country of habitual residence if this country of habitual residence is an EEA, which courts are – with the exclusion of any other court - competent to settle any of such a dispute. The Company shall bring any dispute which may arise under these Terms to the competent court of your country of habitual residence. You agree that the Services, Terms, and any dispute between you and the Company shall be governed in all respects by laws of England and Wales, without regard to choice of law provisions, and not by the 1980 UN Convention on Contracts for the International Sale of Goods.
13. MISCELLANEOUS PROVISIONS
13.1. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to these Terms will impair any such right or be construed to be a waiver thereof, and a waiver by the Company of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained.
13.2. Subject to Section 8, if any provision of these Terms is found to be invalid or unenforceable, then these Terms will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.
13.3. Except as otherwise expressly provided herein, these Terms set forth the entire agreement between you and the Company regarding its subject matter, and supersede all prior promises, agreements, or representations, whether written or oral, regarding such subject matter.
13.4. The Company may transfer or assign any and all of its rights and obligations under these Terms to any other person, by any way, including by novation, and by accepting these Terms you give the Company consent to any such assignment and transfer. You confirm that placing on the Service a version of these Terms indicating another person as a party to the Terms shall constitute valid notice to you of the transfer of the Company`s rights and obligations under the Terms (unless otherwise expressly indicated).
13.5. All information communicated on the Service is considered electronic communication. When you communicate with us through or on the Service or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were
in writing and signed by the party sending the communication. You also agree that such communication may be conducted by using third-party providers that allow us to manage and facilitate these electronic interactions efficiently and securely. In recognition of the diverse and complex nature of our Service, you acknowledge that we engage third-party providers for a broad range of services that support and enhance our offerings. This may include, but is not limited to, processing transactions, as well as other operational, technical, and logistical support functions. Our use of third-party service providers allows us to deliver our Service more efficiently and effectively for you.You further acknowledge and agree that by clicking on a button labeled "SUBMIT", "CONTINUE", "REGISTER", "I AGREE" or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICE.
13.6. In no event shall the Company be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside the Company`s reasonable control.
14. CONTACT
pIf you want to send any notice under these Terms or have any questions regarding the Service and Products, you may contact us at:support@myspicy.ai.I HAVE READ THESE TERMS AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
Zeframin Limited (reg. No. HE 418324 with registered office at Florinis 7, Greg Tower, 2nd Floor, 1065, Nicosia, Cyprus)