Terms & Conditions

Welcome to Spinnable! These Terms & Conditions ("Terms") govern your use of our AI agents platform. By accessing or using Spinnable, you agree to these Terms.

Company Information:

• Spinnable, Inc. (Delaware C-Corp)
• Registered Office: 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808
• Contact: legal@spinnable.ai
• Platform: www.spinnable.ai

1. What Spinnable Does

Spinnable provides AI-powered digital co-workers ("Workers") that help you manage tasks across communication platforms, calendars, documents, and integrated business tools. Our Workers operate autonomously to:

• Communicate via WhatsApp, email, Slack, and voice
• Manage calendars and schedule meetings
• Process and analyze documents and data
• Handle customer support and operations tasks
• Integrate with platforms like Gmail, Google Workspace, Microsoft 365, Slack, Notion, and others

Service Expansion: Spinnable continuously expands its integrations and capabilities. New features may enable connections to additional systems and processing of additional data types. Your continued use of the Service after such updates constitutes acceptance of these expanded capabilities.

Early Access Stage Notice: Our platform is currently in early access stage with restricted access. Features, availability, and functionality may change without notice as we develop and improve our service.

2. Accepting These Terms

By creating an account, accessing our platform, or using our services, you agree to:

• These Terms & Conditions
• Our Privacy Policy
• Our Data Processing Agreement (if applicable)
• All applicable laws and regulations

If you don't agree, please don't use Spinnable.

Who Can Use Spinnable:

• Individuals age 18 or older
• Businesses and organizations with proper authorization
• Users who comply with all applicable laws in their jurisdiction

Authority: If you're using Spinnable on behalf of an organization, you confirm you have the authority to bind that organization to these Terms.

3. Your Account

Creating an Account

You're responsible for:

• Providing accurate and complete information
• Keeping your login credentials secure and confidential
• All activities that occur under your account
• Notifying us immediately of any unauthorized access

Access Restrictions

During our early access stage:

• Access is by invitation only or with approved credentials
• We may restrict, suspend, or terminate access at any time
• Features may be limited or unavailable without notice

4. How You Can Use Spinnable

Permitted Use

You may use Spinnable to:

• Automate legitimate business tasks
• Process data you own or have permission to use
• Connect platforms where you have valid accounts and authorization
• Communicate with your customers, team, and contacts

Prohibited Use

You may NOT use Spinnable to:

Illegal Activities:

• Violate any laws, regulations, or third-party rights
• Engage in fraud, scams, or deceptive practices
• Infringe intellectual property rights

Harmful Actions:

• Send spam, phishing attempts, or unsolicited commercial messages
• Distribute malware, viruses, or harmful code
• Harass, abuse, threaten, or harm others
• Impersonate any person or entity

Platform Abuse:

• Reverse engineer, decompile, or attempt to extract our source code
• Interfere with or disrupt our services or servers
• Circumvent security measures or access restrictions
• Scrape, harvest, or collect user data without permission
• Use our service to build competing products

Data Misuse:

• Process data you don't have rights to use
• Violate privacy laws or data protection regulations
• Access or connect to third-party platforms without proper authorization

Violation Consequences: We may immediately suspend or terminate your account for any prohibited use, without refund.

5. How Spinnable Works (and Important Limitations)

AI Workers Are Autonomous

Our AI Workers operate with significant autonomy to complete tasks efficiently. However:

• Workers are not perfect: AI makes mistakes, may misinterpret instructions, and can produce unexpected results
• You remain responsible: You're accountable for all actions taken by Workers on your behalf
• Review is essential: Always review important outputs, decisions, and communications before relying on them
• No guarantees: We don't guarantee Workers will perform tasks exactly as you expect

Integrations and Data Access

When you connect third-party platforms:

• You grant access: You authorize our Workers to access connected accounts and data
• Integration limitations: Third-party services may change, restrict access, or become unavailable
• Platform policies apply: You must comply with the terms of service of all connected platforms
• We're not liable: We're not responsible for actions taken on third-party platforms or consequences of those actions

Service Availability

• Early access stage variability: Service may be unstable, unavailable, or change without notice
• No uptime guarantee: We don't guarantee continuous, uninterrupted access
• Maintenance: We may perform maintenance, updates, or changes at any time
• No obligation to continue: We may discontinue features or the entire service

6. Your Data and Intellectual Property

Your Data

You retain all ownership rights to:

• Content you provide to Spinnable
• Data processed by our Workers
• Results and outputs from our service

Your License to Us: You grant Spinnable a limited license to use your data solely to:

• Provide and improve our services
• Train and refine our AI models (using anonymized data only)
• Comply with legal obligations

This license includes the right for authorized Spinnable personnel to access your data for the purposes of debugging, quality assurance, product development, and providing customer support, as further described in our Privacy Policy.

Your Responsibilities:

• You must have legal rights to all data you provide
• You're responsible for compliance with data protection laws
• You must obtain necessary consents from individuals whose data you process

Our Intellectual Property

Spinnable retains all rights to:

• Our platform, software, and technology
• AI models, algorithms, and methodologies
• Trademarks, logos, and branding
• All improvements and enhancements we develop

Your License from Us: We grant you a limited, non-exclusive, non-transferable license to use Spinnable solely for your internal business purposes during your subscription period.

7. Fees and Payment

Early Access Stage Pricing

During early access stage:

• Pricing may change without notice
• We may offer free, discounted, or pilot access
• Payment terms will be communicated separately if applicable

Future Paid Services

When we transition from early access:

• Pricing will be published on our website
• You'll be notified before any charges apply
• Fees are non-refundable unless otherwise stated
• All fees are exclusive of taxes (you're responsible for applicable taxes)

Payment Terms

If charges apply:

• You authorize us to charge your payment method on file
• Failed payments may result in service suspension
• You're responsible for updating payment information

8. Warranties and Disclaimers

What We Promise

We commit to:

• Providing our services with reasonable care and skill
• Acting in accordance with these Terms and applicable laws
• Making good faith efforts to maintain service quality

What We Don't Promise (Important)

SPINNABLE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

To the maximum extent permitted by law, we disclaim all warranties, including:

• No accuracy guarantee: AI outputs may be incorrect, incomplete, or inappropriate
• No reliability guarantee: Service may be unavailable, delayed, or contain errors
• No fitness guarantee: Service may not meet your specific requirements
• No security guarantee: While we implement security measures, no system is completely secure
• No integration guarantee: Third-party integrations may fail or produce unexpected results

This is especially important during early access stage—expect bugs, errors, and changes.

9. Limitation of Liability

9.1 — Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SPINNABLE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF:

• (a) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO SPINNABLE UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• (b) FIVE THOUSAND EUROS (€5,000).

9.2 — Exclusions from Liability Cap

The limitation in Section 9.1 shall not apply to, and nothing in these Terms limits or excludes either party's liability for:

1. obligations arising under applicable Data Protection Laws, including but not limited to the General Data Protection Regulation (EU) 2016/679 ("GDPR") and any national implementing legislation;
2. either party's indemnification obligations under Section 10 (Indemnification);
3. Customer's payment obligations under these Terms;
4. either party's liability for fraud, wilful misconduct, or gross negligence;
5. death or personal injury caused by a party's negligence; or
6. any liability that cannot be limited or excluded by applicable law.

10. Indemnification

You agree to defend, indemnify, and hold harmless Spinnable, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use or misuse of Spinnable
• Your violation of these Terms
• Your violation of any laws or third-party rights
• Data you provide or process through Spinnable
• Actions taken by Workers on your behalf
• Your connection to or use of third-party platforms
• Content you create, submit, or distribute through our service

We'll notify you of any such claims and may, at our option, participate in the defense.

11. Termination

Your Right to Terminate

You may stop using Spinnable at any time by:

• Discontinuing use of our platform
• Closing your account through account settings
• Contacting us at legal@spinnable.ai

Our Right to Suspend or Terminate

We may suspend or terminate your access immediately without notice if:

• You violate these Terms
• You engage in prohibited activities
• Your account poses security risks
• We're required to do so by law
• We discontinue the service

Harmful or Inappropriate Use

We reserve the right to immediately suspend or terminate your account if we determine, in our sole discretion, that your use of Spinnable:

• Causes harm to any person or entity, including spamming, harassment, or unwanted communications
• Damages or threatens our reputation or business relationships
• Creates risk or liability for Spinnable, our users, or third parties
• Otherwise violates the spirit of acceptable use, even if not explicitly prohibited by law

This right exists independently of any legal violations. We are not required to provide advance notice if we believe immediate action is necessary to prevent harm.

Effects of Termination

Upon termination:

• Your access to Spinnable ends immediately
• Your license to use our service terminates
• We may delete your data after a reasonable period (see our Privacy Policy)
• Fees paid are non-refundable (unless required by law)
• Sections of these Terms that should survive (liability limitations, indemnification, dispute resolution) remain in effect

12. Changes to These Terms

We may update these Terms from time to time. When we make changes:

• We'll update the "Last Updated" date
• We'll notify you via email or through our platform
• Material changes will be announced with reasonable advance notice
• Your continued use after changes take effect means you accept the new Terms

We encourage you to review these Terms periodically.

13. Dispute Resolution

Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

Dispute Process

Before Filing Legal Action: We encourage you to contact us at legal@spinnable.ai to resolve disputes informally. Many issues can be resolved quickly through direct communication.

Arbitration Agreement

If we can't resolve a dispute informally, you agree that disputes will be resolved through binding arbitration rather than in court, except as noted below.

Arbitration Terms:

• Conducted under the rules of the American Arbitration Association (AAA)
• Held in Delaware or remotely by mutual agreement
• Arbitrator's decision is final and binding
• Each party pays their own costs unless the arbitrator decides otherwise
• Class actions and jury trials are waived (see below)

Exceptions to Arbitration:

• Small claims court matters (if eligible)
• Intellectual property disputes
• Injunctive or equitable relief for urgent matters

Class Action Waiver

YOU AND SPINNABLE AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

You waive any right to:

• Participate in class actions or class-wide arbitration
• Act as a representative or member of a class
• Consolidate your claims with those of others

Forum Selection

For any matters not subject to arbitration, you agree that:

• Exclusive jurisdiction lies with state and federal courts in Delaware
• You consent to personal jurisdiction in Delaware
• You waive any objections to venue in Delaware

14. General Legal Terms

Entire Agreement

These Terms, together with our Privacy Policy, our Data Processing Agreement, and any additional agreements you enter with us, constitute the entire agreement between you and Spinnable.

Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full effect, and the invalid provision will be modified to be enforceable while reflecting our original intent.

No Waiver

Our failure to enforce any right or provision doesn't constitute a waiver of that right or provision.

Assignment

You may not transfer or assign your rights under these Terms without our written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

Force Majeure

We're not liable for delays or failures in performance due to circumstances beyond our reasonable control, including natural disasters, wars, pandemics, internet outages, or government actions.

Relationship

These Terms don't create any partnership, joint venture, employment, or agency relationship between you and Spinnable.

Third-Party Beneficiaries

These Terms don't confer any rights to third parties.

Export Compliance

You agree to comply with all export control laws and sanctions programs applicable to your use of Spinnable.

U.S. Government Users

If you're a U.S. government entity, Spinnable is provided as "commercial computer software" with limited rights as described in these Terms.

Independent Development

Nothing in these Terms restricts our right to develop, market, or distribute products or services similar to yours.

15. Contact Us

For questions about these Terms, contact us at:

Spinnable, Inc.
Email: legal@spinnable.ai
Address: 251 Little Falls Drive, Wilmington, Delaware 19808

For legal notices: Send written notice to the address above or email with "Legal Notice" in the subject line.

16. Data Processing Agreement

To the extent that Spinnable processes Personal Data (as defined in the GDPR) on behalf of Customer in the course of providing the Service, the terms of the Data Processing Agreement available at spinnable.ai/data-processing-agreement ("DPA") apply and are incorporated into these Terms by reference. Customer's acceptance of these Terms constitutes acceptance of the DPA.

In the event of any conflict between these Terms and the DPA with respect to the processing of Personal Data, the DPA shall prevail.

Acceptance

By using Spinnable, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.

Thank you for choosing Spinnable!