Effective as of:January 4,2018
A note from Prathibha Rethish, SpineLegal’s Information Security Officer.
You agree that this agreement complies with the terms of any applicable electronic documents legislation, including the requirement that this agreement is in writing, and is capable of being retrieved, reviewed, printed and stored for further use.
“Applicable law” refers to the laws currently in force in United Kingdom, which shall govern this agreement.
“Site” means this website, all related webpages, and all related websites operated by affiliates or divisions of SpineLegal, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
“Service” and “Services” refer to the software services and other small business–related services and Support offered through SpineLegal from time to time.
“Subscriber” refers to any person who maintains an account with us and utilizes our Services.
“Support” means technical support and assistance provided to users by SpineLegal.
“SpineLegal”, “we”, “us” and “our” shall refer to InSpine Technologies Limited. and all its affiliates and subsidiaries.
“SpineLegal” means the Site and all the software applications which provide access to the Services offered by SpineLegal and its affiliates from time to time.
“SpineLegal Parties” includes SpineLegal, its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees.
“You” and “user” shall refer to any person who visits the Site or uses SpineLegal software and includes a subscriber and its employees and agents.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Service.
We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature.
By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.
How to Withdraw Your Consent
SpineLegal Financial may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. SpineLegal may also limit the geographic locations or jurisdictions where certain Services may be available.
Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of SpineLegal or the Services whatsoever is to discontinue using SpineLegal and the Services.
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using SpineLegal or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You authorize us and our service providers and their vendors and subcontractors to monitor your website and your use of the Services. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of SpineLegal and the Services. SpineLegal accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using SpineLegal or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
Conditions of Usage.
You agree to use SpineLegal and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the SpineLegal Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the SpineLegal Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
Copyrights, Trademarks and Intellectual Property.
SpineLegal and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using SpineLegal and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within SpineLegal constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users.
Materials on and relating to SpineLegal, including the content of SpineLegal and any software downloaded from SpineLegal, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, SpineLegal reserves all rights in and to such materials. The subscriber will not make store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of SpineLegal or any content therefrom without SpineLegal’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to SpineLegal.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a subscriber using the Services. Your use of screenshots is subject to the following:
No screenshot may be used from any version of SpineLegal unless it has been commercially released to the public;
The use is for illustrative purposes;
The use may not imply any endorsement or affiliation by or with SpineLegal
The screenshot does not contain any commentary which may appear to have been attributable to us;
The screenshot does not contain any third party content; and
SpineLegal has rights to several trade-marks which it uses in connection with the operation of SpineLegal. SpineLegal does not grant the users any right or license to use the SpineLegal trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libellous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
No user shall use any means to restrict or prevent another user from accessing or enjoying SpineLegal.
No user shall be permitted to upload material into SpineLegal that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use SpineLegal and the Services in a manner which could block access to, impair, damage or otherwise disable SpineLegal or any of our servers. You may not attempt to gain unauthorized access to SpineLegal or to any other user’s accounts, computer systems or networks through password mining, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to SpineLegal in a manner that is inconsistent with our intellectual property rights over the software
No user shall promote any commercial interest, falsify or delete any information on SpineLegal, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize SpineLegal under false pretences.
Limitation of Liability.
THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE SPINELEGAL PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF SPINELEGAL AND ITS SERVICES AND ANY RELATED APPLICATIONS INCLUDING THE PRO NETWORK AND THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO SPINELEGAL; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF SPINELEGAL AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, SPINELEGAL AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
Termination of Service.
SpineLegal may terminate this agreement and your use of SpineLegal at any time and for any reason with reasonable notice to you and without notice if you breach any of these terms or we suspect you of fraud or suspect that your Account has been compromised in any way. Subscribers may use SpineLegal on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. You may also terminate this agreement by following the “Close your SpineLegal Account” instructions found on your Account page. In the case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors.
Upon such termination, you must immediately cease using SpineLegal indefinitely. We may at our option immediately block your access to SpineLegal.
Ownership and Disclosure of Information.
You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and SpineLegal. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
For the purposes of fraud prevention and law enforcement;
To comply with any legal, governmental or regulatory requirement;
To our lawyers in connection with any legal proceedings; and
To comply with a court order.
To uphold our obligation to law enforcement;
If we’re required by law;
When we talk to our own lawyers; and
Third Party Links, APIs and Content.
You may when using our Site and Services be directed to websites maintained by other third party service providers.
Some of the functionality of the Services and SpineLegal interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Google and Yahoo!. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using SpineLegal and the Services. In addition, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.
You acknowledge that such sites and services are completely independent of SpineLegal and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third party services. You acknowledge that any use of the products and services offered by such third party services providers (e.g. for the purposes of payment processing, direct deposit services, payroll tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of SpineLegal. The availability of such third party services in connection with SpineLegal does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
Governing Law and Dispute Resolution.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the United Kingdom applicable therein as applied to agreements entered into and to be performed entirely within London, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in United Kingdom. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the United Kingdom.
Legal Status of SpineLegal
The websites www.spinelegal.co.uk, www.inspinetechnologies.com, and the names SPINE and SpineLegal are property of Inspine Technologies Limited. a company incorporated in United Kingdom.
You and your users are responsible for maintaining the confidentiality and security of usernames, passwords and other access credentials which allow the use of SpineLegal and access to the Services. You understand and agree that the you are liable for unauthorized use of your account.
Digital Millennium Copyright Act.
Some of the content provided on SpineLegal from time to time may be contributed by users. You represent and warrant that any content or material provided to us does not breach the rights, including copyright, of others.