terms of service
Updated July 25, 2019
Terms of Service
Thank you for your interest in Spinndle!
We are here to support your work as you kickstart reflective and iterative learning by using our social learning and skill development platform.
Spinndle Inc. ("Spinndle," "we," "our," or "us") provides a social platform on the spinndle.com website (the “Website”), and associated services (collectively, the "Spinndle Service"). You accept these terms of service (these "Terms") by creating an account on the Spinndle Service or through your access or use of the Spinndle Service.
"you" may be a:
"Quest Owner", being an adult over the age of 18, a teacher or other School representative that uses the Spinndle Service with the administrative right to create, invite, manage, moderate or delete a quest that may be set up using the Spinndle Service (a "Quest");
"School", being an educational institution, organization or other educational business for which one or more Quest Owners offers the Spinndle Service to Students;
"Student", being an individual who was invited to use the Spinndle Service by a Quest Owner; or
"User", being any user of the Spinndle Service, including a Quest Owner.
THE SPINNDLE SERVICE
Spinndle allows Quest Owners to create one or more Quests, each of which contains content (which may include text, video, or other materials). Quest Owners control access to the Quests and may share the Quests with their Students and other educators. Users can participate in a Quest using a creative post (video/image capturing, text, picture).
When you register for an account as a Quest Owner, we will ask you to sign in and provide certain information about yourself, including where you work, the age group of your Users, and your area/subject of expertise. You agree not to use any false, inaccurate or misleading information when signing up for your account. You must keep this information up to date. You may delete your account at any time, for any reason, by following the instructions on the Spinndle Service.
For a variety of reasons and, in particular, to protect the integrity of our community, we reserve the right in our sole discretion to: (a) remove any content that you upload to the Spinndle Service at any time for any reason, and (b) suspend or terminate any account and/or refuse any current or future use of the Spinndle Service (or any portion thereof) at any time for any reason. We will not be liable to you or any third party for taking any of these actions.
To protect your account, keep your account details and password confidential, as you are responsible for activities that occur under your account.
SCHOOL QUEST OWNERS
By nature of their role, Quest Owners associated with Schools have additional responsibilities to the Students that they represent. In using the Spinndle Service, such Quest Owners:
Represent and warrant that they have: (i) the authority to consent to our collection and use of personal information from their Students; (ii) obtained any required parental consent, including if required verifiable parental consent under applicable laws; (iii) not received any revocation of parental consent; (iv) filed evidence of parental consent with their School administrator before using the Spinndle Service; and (v) will only use the personal information provided by or otherwise collected from a Student when sharing posts or otherwise using the Spinndle Service in accordance with the purposes for which the Quest was created. The Quest Owner may act as the parent’s agent and for purposes of giving consent by the parent to us for the collection and use of Student information for children below the minimum age prescribed by applicable laws. By enrolling a Student or helping the Student use the Spinndle Service, the Quest Owner provides such consent to us and agrees that the Student’s online activities are subject to these Terms; and
Must ensure their Quests are compliant with all applicable laws related to use, storage and disclosure of Student information, obtain all consents from the parents of Students as required by applicable laws, and grant us a nonexclusive license to view, download, reproduce, modify, create derivative works of, distribute, and display any information provided by or collected from a Student solely for the purposes of providing the Spinndle Service or as otherwise set forth in these Terms. Student information is the property of and under the control of the Quest Owner. The Quest containing Student content cannot be posted publicly by Quest Owners. Accordingly, Quest Owners must ensure they have proper consents before sharing any Student information with third parties.
It is a condition of the use of the Spinndle Service that you comply with all applicable laws and regulations governing the privacy of children and children’s personal information in your jurisdiction. You represent and warrant that you are in compliance with all applicable data protection laws governing the protection of personal information and the sharing of Student education records.
You are solely responsible for any content that you create, transmit, or display while using the Spinndle Service. You further acknowledge and agree that your access to the Spinndle Service and any User Content (as defined below) posted by other users shall at your own risk, and Spinndle is not liable for any errors or omissions in any User Content, whether posted by you or another User, nor is Spinndle liable for any damages or losses you might suffer in connection with such User Content or other content available on the Spinndle Service. We have no duty to take any action regarding how you may interpret or use the content available on the Spinndle Service, including other User’s User Content, and you expressly release us from all liability for any and all User Content and other content you have accessed, downloaded, or acquired through the Spinndle Service.
Some areas of the Spinndle Service allow Users to submit, post, display, provide, or otherwise make available content such as profile information, videos, images, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Spinndle Service is referred to as “User Content”). Spinndle does not endorse or approve any User Content that you or other Users contribute or post. Spinndle respects the intellectual property rights of others. You must have the legal right to upload any User Content to the Spinndle Service. You may not upload or post any User Content to the Spinndle Service that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload User Content that violates any third party’s right of privacy or right of publicity. You may upload only User Content that you are permitted to upload by the owner or by law.
By posting your User Content, you do not lose any ownership rights you may have to it. However, you understand that certain portions of the Spinndle Service allow other Users to view, edit, share, and/or otherwise interact with your User Content, as detailed below. By providing or sharing User Content through the Spinndle Service, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and these Terms. Each User is solely responsible for any of its own User Content while using the Spinndle Service. In addition, a Quest Owner is responsible for any User Content provided by or collected from a Student. Questions about possession, control, or transfer of Student-generated User Content, including the review and correction by a Student, parent, or legal guardian of a Student’s personal information, should be directed to the Quest Owner. Spinndle has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Spinndle Service. Spinndle may also aggregate your User Content with other User Content for the purpose of compiling information regarding users of the Spinndle Service as a whole and delivering such aggregated information to third parties in connection with operating, accessing and marketing the Spinndle Service. Such aggregate information will not contain any information which could identify a specific individual or institution.
By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Spinndle Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Spinndle a royalty-free, sublicensable, transferable, non-exclusive, worldwide license to use, copy, print, distribute, display and perform (“Use”) all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, solely as necessary to provide the Spinndle Service as set forth herein. You also grant each user of the Spinndle Service a non-exclusive license to access your User Content through the Spinndle Service and to Use your User Content as permitted through the functionality of the Spinndle Service (subject to your account settings and permissions and any copyright notices you include in your User Content), the account settings and data sharing functionality of the School or enterprise User with which your account may be associated, the privacy restrictions in the Spinndle Service, and under these Terms.
At the conclusion of each academic year, Spinndle may suspend the ability to post new User Content to any specific classroom; provided, however, that any Student will be permitted to review, request to delete or otherwise access the archived User Content associated with that Student.
You agree that Spinndle may use your feedback, suggestions, or ideas in any way, including in future modifications of the Spinndle Service, other products or services, advertising or marketing materials. Without eliminating any rights or restrictions governing Spinndle’s Use of your User Content, you grant Spinndle a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty-free license to use the feedback you provide to or through the Spinndle Service in any way. Spinndle will not sell, publish or share your feedback in a way that could identify you without your express permission.
PROHIBITED USER CONTENT
You agree not to post User Content that:
infringes a third party’s rights (e.g., copyright, privacy) according to applicable law or contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities laws or of another party’s trade secrets);
contains any information or content that we deem to be unlawful, harmful, unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable, including, without limitation any pornographic content, excessively profane content, hate-related or violent content, or any content advocating racial or ethnic intolerance;
content intended to advocate or advance computer hacking or cracking;
content related to or enabling gambling;
content relating to other illegal activity, including without limitation illegal export of controlled substances or illegal software or drug paraphernalia;
may constitute or contribute to a crime or tort or that contains other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights;
may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
may create a risk of any other loss or damage to any person or property;
seeks to harm or exploit children by exposing them to inappropriate content, asking for personal information details or otherwise;
contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
violates any school or other applicable policy, including those related to cheating or ethics.
In addition to and/or as examples of the violations described in these Terms, you may not and may not allow any third party to:
Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content through or using the Spinndle Service;
Use the Spinndle Service to conduct or forward pyramid schemes and the like;
Transmit content using the Spinndle Service that may be harmful to minors;
Impersonate another person (via the use of an email address, through our mobile application or otherwise) or otherwise misrepresent your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, including logging on to the Spinndle Service using another User’s account credentials or pretending to be another User;
Transmit another person’s intellectual property or other proprietary information without such owner’s or licensor’s permission;
Use the Spinndle Service to violate the legal rights (such as rights of privacy and publicity) of others;
Promote or encourage illegal activity;
Sell, trade, resell or otherwise exploit the Spinndle Service for any unauthorized commercial purpose;
Modify, adapt, translate, or reverse engineer any portion of the Spinndle Service;
Remove any copyright, trademark or other proprietary rights notices contained in or on the Spinndle Service;
Reformat or frame any portion of the web pages that are part of the Spinndle Service’s administration display;
Use the Spinndle Service in connection with illegal peer-to-peer file sharing;
Display any content on or through the Spinndle Service that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
Modify the Spinndle logo or any other Spinndle marks;
Use the Spinndle Service, or any interfaces provided in connection therewith, to access any Spinndle products or services in a manner that violates these Terms or other terms and conditions for use of such Spinndle products or services;
copying, distributing, or disclosing any part of the Spinndle Service in any medium, including without limitation by any automated or non-automated “scraping”;
using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Spinndle Service in a manner that sends more request messages to the Spinndle servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Spinndle grants the operators of public search engines revocable permission to use spiders to copy publically available materials from our websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
transmitting spam, chain letters, or other unsolicited email;
attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Spinndle Service;
taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
uploading invalid data, viruses, worms, or other software agents through the Spinndle Service;
collecting or harvesting any personal information, including account names, from the Spinndle Service;
using the Spinndle Service for any commercial solicitation purposes;
interfering with the proper working of the Spinndle Service;
accessing any content on the Spinndle Service through any technology or means other than those provided or authorized by the Spinndle Service; or
bypassing the measures we may use to prevent or restrict access to the Spinndle Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Spinndle Service or the content therein.
Use of Services
To the extent necessary to provide the Spinndle Service to you and other persons and to protect you and the Spinndle Service, you grant to us a worldwide and royalty-free intellectual property license to use your User Content posted on the Spinndle Service, including without limitation to make copies of, retain, transmit, reformat, display, and distribute via communication tools User Content on the Spinndle Service. You represent and warrant that for the duration of these Terms, you have (and will have) all the rights necessary for your User Content that is uploaded, stored, or shared on or through the Spinndle Service and that the collection, use, and retention of your User Content will not violate any applicable law or rights of others. The above licenses granted by you terminate within a commercially reasonable time after the User Content is removed or deleted from the Spinndle Service.
To protect the distribution of the Spinndle Service, we must outline certain limitations on the licensed rights we grant to you. You shall not: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Spinndle Service, whether in whole or in part, or any content displayed on the Spinndle Service; (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Spinndle Service; (c) access the Spinndle Service in order to build a similar or competitive website, app, product, or service; (d) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any part of the Spinndle Service in any form or by any means; (e) upload, transmit, or distribute to or through the Spinndle Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (f) use the Spinndle Service to harvest, collect, gather or assemble information or data regarding other Users, including email addresses, without their consent; (g) interfere with, disrupt, or create an undue burden on servers or networks connected to the Spinndle Service, or violate the regulations, policies or procedures of such networks; (h) attempt to gain unauthorized access to the Spinndle Service (or to other computer systems or networks connected to or used together with the Spinndle Service), whether through password mining or any other means; or (i) use software or automated agents or scripts to produce multiple accounts on the Spinndle Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Spinndle Service. All copyright and other proprietary notices on the Spinndle Service (or on any content displayed on the Spinndle Service) must be retained.
SERVICE AVAILABILITY; NO SUPPORT
We have no obligation to provide you with any support or updates in connection with the Spinndle Service. The Spinndle Service may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device.
You agree that use of the Spinndle Service does not constitute any basis for ownership by you of the Spinndle Service and that Spinndle, its affiliates or its licensors own all legal right, title, and interest in and to the Spinndle Service and all information, materials, images, software, photographs, articles, functions, text and other content solely provided by or on behalf of Spinndle on the Spinndle Service (specifically excluding any of your User Content) (collectively, the “Spinndle Content”). The Spinndle Service and all of the Spinndle Content, and the selection and arrangement thereof, are protected by copyright laws and other intellectual property laws. We reserve all rights not expressly granted herein in and to the Spinndle Content. Unless otherwise noted, the Spinndle name and all other trademarks, service marks, trade names, logos or other designations of source displayed on the Spinndle Service are the property of Spinndle, its affiliates or licensors. All third party trademarks, service marks, trade names, logos or other designations of source are the property of their respective owners. Nothing on the Spinndle Service shall be construed as granting any license or right not expressly set forth herein. Any unauthorized use of the Spinndle Service or any of the Spinndle Content will terminate the permission or license granted herein and may violate applicable law. You will not alter, adapt or otherwise modify any part of the Spinndle Service or Spinndle Content.
THIRD PARTY SERVICES
The Spinndle Service may contain links to other third party websites, advertisements, or programs that are not controlled by or affiliated with Spinndle. Spinndle does not endorse, assume any responsibility for and is not responsible for the content, offers or privacy policies of such third party sites and programs. Your dealings with third party sites are between you and the applicable third party. You expressly relieve Spinndle from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content from third party sites or services submitted by other Users of the Spinndle Service. Additionally, your dealings with or participation in promotions of service providers found on the Spinndle Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such service providers. You agree that Spinndle shall not be responsible for any loss or damage of any sort relating to your dealings with such service providers.
We may (but have no obligation to) review any content you post. We may investigate and/or take appropriate action against you for violating these Terms, or for otherwise creating liability for us or any other person. Such action may include removing or modifying your information, terminating your account, and/or reporting you to law enforcement authorities.
DELETION OF CONTENT OR ACCOUNT
You may delete your own account or content on the Spinndle Service by following the instructions provided on the Spinndle Service or in our communications. Students can also correct, edit, or update Student information by contacting their Quest Owner. If you have trouble deleting content or your account, you can submit a request to email@example.com for assistance.
The Spinndle Service is provided on an “as-is” and “as available” basis, and, to the extent permitted by applicable law, Spinndle, and our service partners, expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We, and our service partners, make no warranty that the Spinndle Service will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
Limitation of Liability
To the maximum extent permitted by law, and subject to the final paragraph in this section, in no event shall Spinndle, our directors, officers, employees, consultants or service partners, be liable to you or any third party for any lost profits or revenues, lost data, business interruptions, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Spinndle Service, even if Spinndle has been advised of the possibility of such damages. Access to, and use of, the Spinndle Service is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
To the maximum extent permitted by law, and subject to the final paragraph in this section (Limitation of Liability), our liability to you for any damages arising from or related to these Terms, for any cause whatsoever and regardless of the form of the action, will at all times be limited to a maximum of one hundred Canadian Dollars ($100.00). The existence of more than one claim will not enlarge this limit; claims may not be aggregated above this limit. You agree that our service partners will have no liability of any kind arising from or relating to these Terms.
The limitation of liability in this section shall apply to the maximum extent permitted by law, and Spinndle does not exclude from such limitations liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which may arise.
These Terms and any dispute or claim arising out of or in connection with their subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. You agree that the courts of the Province of British Columbia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation, including non-contractual disputes or claims, of these Terms.
Any provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
We may assign our interest in these Terms. You may not assign or transfer your interests in these Terms. We may also assign or delegate certain of our rights and responsibilities under these Terms to independent contractors or other third parties. Any attempted transfer or assignment in violation hereof shall be null and void.
RIGHT TO TERMINATE
Your rights under these Terms will automatically terminate without notice from Spinndle for any reason, including if you fail to comply with any term or conditions of these Terms. In case of such termination, you must cease all use of the Spinndle Service and Spinndle may immediately prohibit or restrict your access to the Spinndle Service.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
These Terms constitute the entire agreement between you and us regarding the use of the Spinndle Service.
CHANGES TO THESE TERMS
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us, if any, and/or by prominently posting notice of the changes on the Website. You are responsible for providing us with your most current e-mail address, if applicable. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you, if applicable, or thirty (30) calendar days following our posting of notice of the changes on the Website. These changes will be effective immediately for new users of the Spinndle Service. Continued use of the Spinndle Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Address: Vancouver, BC