Terms and Conditions

Last updated: October 23, 2024

Welcome to Spiralist! These terms (the “Terms”) apply to Spiralist, our iOS and Android mobile application (our “App”) and constitute a legal agreement between you and Modularity Labs of Hyderabad, Telangana, India (“Modularity Labs”, “we”, “us”, “our”).

1. GENERAL TERMS OF USE

1.1. The provisions set out in these Terms govern your access to and your use of our App and shall constitute a legally binding agreement between you and us.

1.2. We may change these Terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our App.

1.3. We reserve the right to change, modify, suspend, or discontinue any portion of our App and/or other software, or Content provided by us in connection with our App at any time.

1.4. You agree that access to or operation of our App may from time to time be interrupted or encounter technical difficulties.

2. LICENSE GRANT

2.1. So long as you comply with these Terms, we grant you the following license: a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to

  • 2.1.1. download and install our App on the device permitted by the App Store Agreement(s) (if applicable), and

  • 2.1.2. access and use our App, including but not limited to all artwork, titles, themes, objects, characters, names, dialogue, catch phrases, stories, animation, concepts, sounds, audio-visual effects, methods of operation, musical compositions, and any other content within our App (“Content”), for the purpose of leveraging only the functionality of our App.

2.2. We and our licensors reserve all rights not granted to you in these Terms.

3. IOS AND ANDROID DEVICES

3.1. Our App is available through accessing (or downloading from) the Google Play Store and Apple App Store (each, an “App Store”) operated by Google LLC and Apple Inc, respectively, and each an “App Distributor”.

3.2. Your use of our App is also governed by any applicable agreements you have with any App Store (the “App Store Agreement(s)”). In the event of a conflict between any other App Store Agreement(s) and these Terms, these Terms will take priority.

3.3. You understand and expressly acknowledge that:

  • 3.3.1. we are responsible for providing any maintenance and support services with respect to the App as specified in these Terms or as otherwise required under applicable law;

  • 3.3.2. that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App;

  • 3.3.3. you must comply with the relevant App Store Agreement when using our App;

  • 3.3.4. you are not located in a country that is subject to an India government embargo, or that has been designated by the Indian government as a “terrorist-supporting” country and you are not listed on any Indian government list of prohibited or restricted parties;

  • 3.3.5. you acknowledge and agree that the App Distributors are third-party beneficiaries of these Terms and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions of this Clause 3 against you as a third-party beneficiary.

4. ACCOUNT AND PASSWORD

4.1. The services are provided via a dedicated account on a one-account-per-person basis.

4.2. You are responsible for keeping your account confidential.

4.3. By registering for an account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our App, you agree and acknowledge that:

  • 4.3.1. you have read the terms set out in these Terms and agree to be bound by and comply with them; and

  • 4.3.2. you must be at least 18 years of age.

4.4. You are also responsible for any use of any account that you have access to, whether or not you authorized the use.

4.5. You will immediately notify us of any unauthorized use of your accounts.

4.6. You are solely responsible for any losses, damages, fees, or liability due to your lost, stolen, hacked, or otherwise compromised account.

5. ACCOUNT SUSPENSION AND TERMINATION

We reserve the right, at our sole discretion, to suspend or delete, at any time and without notice, any user account that we deem inappropriate, offensive, or in violation (“Breach”) of these Terms. When a Breach of these Terms has occurred, we may take such action, without any liability for actions taken, as we deem appropriate, including but not limited to all or any of the following actions :

5.1. immediate temporary or permanent withdrawal of your right to use our App;

5.2. immediate temporary or permanent removal of any services rendered;

5.3. issuance of a warning to you;

5.4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;

5.5. further legal action against you; and/or

5.6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

6. SUBSCRIPTION

6.1. We provide paid plan access (“Paid Services”) or free of charge access (“Free Services”) on a per-account basis. The Paid Services require payment of subscription fees before you can access or use them (“Fees”). These Fees will be notified to you through our App.

6.2. If you purchase a recurring subscription from us, the subscription period for your account shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our App. By purchasing a recurring subscription, you authorize us or our related corporations to automatically charge the Fees:

  • 6.2.1. upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and

  • 6.2.2. on the renewal date of the subscription period thereafter, without any further action by you.

6.3. Any Fees due in relation to your account must be paid by their due date for payment, as notified to you through our App or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your account and/or our App or any of the Paid Services.

6.4. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advance written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.

6.5. You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.

6.6. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third-party payment methods. We shall not be liable for any failure, disruption, or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue temporarily or permanently any payment method without notice to you or giving any reason.

6.7. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off, or counterclaim whatsoever.

7. CANCELLATION

When canceling a recurring subscription, all future charges associated with future months of your subscription will be canceled. You may notify us of your intent to cancel at any time with a minimum of 7 days prior to the end of your current subscription period; your cancellation will become effective at the end of your current subscription period. You will not receive a refund; however, your subscription access will continue for the remainder of the current subscription period.

8. REFUNDS

We provide digital services, as such content is immediately viewable and usable. Therefore, the following apply:

8.1. All Sales Are Final. We do not offer refunds.

8.2. No Returns or Exchanges. As we provide a digital service, so returns and exchanges do not apply.

9. CHARGEBACKS

You agree to contact us prior to raising a request for a chargeback or any dispute with your bank or card issuer in relation to any purchase. If you make a payment through and later dispute a legitimate charge by raising a chargeback without merit or legitimate reason (as determined in our sole discretion), whether fraudulently or otherwise, then we reserve the right to blacklist you by providing compelling evidence to refute your invalid chargeback request and/or pursue legal action as the case may be.

10. END OF LIFE

We reserve the right to End-Of-Life (EOL) our App at our sole discretion and shall provide 3 months notification of such EOL event. If you prepaid Fees for a service which is subject to EOL, we will use commercially reasonable efforts to a) transition you to a substantially similar Service or b) upon our express written agreement, ensure the App availability, without uptime guarantee or test bug fixes, patches, or enhancements to the App.

11. SERVICE LEVELS AND SUPPORT

11.1. We shall render all commercially reasonable efforts to provide technical support to assist you in using our App. The total amount of technical support provided by us shall be governed under the fair use principle.

11.2. We have no obligation to provide any support:

  • 11.2.1. for anything other than our Services;

  • 11.2.2. if you or a third party has altered or modified any portion of the Services;

  • 11.2.3. if you have not used the Services in accordance with the documentation or instructions provided by us;

  • 11.2.4. to anyone other than you.

11.3. The response time for contacts concerning technical support made by you will not exceed 72 hours. If the response time exceeds 72 hours, we will present you with a technical justification and define a new deadline for carrying out and completing the support service.

12. DATA CHARGES AND MOBILE DEVICES

You are responsible for all data-related charges that you may incur for using our App, including, without limitation, mobile, text-messaging, and data charges. You should understand or ask your service provider what charges you may incur before using the App.

13. TECHNICAL ERROR

In the unlikely event that you are experiencing or have experienced a technical error, please contact us with details and images of your experience so we can investigate the error and determine if a refund is owed to you.

14. TECHNICAL REQUIREMENTS

14.1. We attempt to keep our App updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.

14.2. You acknowledge that it is your responsibility to confirm and determine that the end-user device on which you intend to use our App satisfies the technical specifications required.

14.3. We reserve the right to modify the technical specifications as it sees appropriate at any time.

15. UPLOADING CONTENT TO OUR APP

15.1. You irrevocably and unconditionally represent and warrant that any of your content uploaded to our App complies with our Privacy Policy and any other applicable laws.

15.2. You are fully responsible for your content uploaded to our App. We will not be responsible or liable to any third party for:

  • 15.2.1. the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our App; or

  • 15.2.2. the loss of any content or data provided to us by you. You should keep a record of all such content and data.

15.3. We will only use the content uploaded by you for the purposes of carrying out our obligations in these Terms and any other purpose expressly set out in these Terms or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

15.4. We may use the content uploaded by you for the purpose of data analytics or to implement artificial intelligence or machine learning. Any such content shall be anonymised and used only for the purposes of improving the services and our response to users of the App.

15.5. We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our App constitutes a violation of their rights under applicable law.

15.6. We have the right to delete any content uploaded to our App if, in our opinion, it does not comply with the content standards set out.

16. SERVICE DATA

16.1. If you wish to use our App and its features, we process the data you provide (depending on how you are using our App) which may include Personal Data, and/or Special Category Personal Data that you make available to us (“Service Data”).

16.2. You irrevocably and unconditionally represent and warrant that any of your Service Data uploaded and/or provided complies with our Privacy Policy, and all applicable data protection legislation.

16.3. You shall own all rights, titles, and interests in and to all of your Service Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of your Service Data.

16.4. If we process any of your Service Data on your behalf when performing our obligations under these Terms, we and you agree that you shall be the data controller and we shall be a data processor, and in any such case:

  • 16.4.1. you shall ensure that you are entitled to transfer your Service Data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;

  • 16.4.2. you shall ensure that the relevant third parties have been informed of and have given their consent to such use, processing, and transfer as required by all applicable data protection legislation;

  • 16.4.3. we shall process the personal data only in accordance with the terms of these Terms and any lawful instructions reasonably given by you from time to time; and

  • 16.4.4. each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

17. WARRANTIES

17.1. While we make all efforts to maintain the accuracy of the information on our App, we provide the website and all related content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.

17.2. We make no representations about the suitability, reliability, timeliness, comprehensiveness, and accuracy of the content on our App, information, services, and other content contained on our App.

17.3. We cannot guarantee that the Content on our App will always be correct, fault, error, virus free or free of any other harmful components.

17.4. We do not accept liability for incorrect Content or errors and omissions in our Content and information on our App or its content (whether of legal, typographical, technical, or other nature).

17.5. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our App, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that our App, the related content, or electronic communications sent by us are free of viruses or other harmful components.

18. SUBMISSIONS

18.1. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the App (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

18.2. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

19. INTELLECTUAL PROPERTY RIGHTS

19.1. You acknowledge that all intellectual property rights in our App anywhere in the world belong to us, that rights in our App are licensed (not sold) to you, and that you have no rights in, or to, our App other than the right to use them in accordance with these Terms.

19.2. Any intellectual property rights in content uploaded by you shall continue to belong to you or their respective owners.

19.3. You agree that you grant us a royalty-free and non-exclusive license to use, reproduce, publish, and display such intellectual property rights for the purposes of operating the App, promotional purposes, internal administrative purposes, and any other purposes set out in these Terms, including for the purpose of improving our App.

19.4. You acknowledge that you have no right to have access to our App in source code form.

19.5. You may use our App only for lawful purposes. You may not use our App:

  • 19.5.1. in any way that breaches any applicable local or international laws or regulations;

  • 19.5.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

  • 19.5.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and

  • 19.5.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

19.6. You also agree:

  • 19.6.1. not to reproduce, duplicate, copy or re-sell any part of our App in contravention of the provisions of our Terms; and

  • 19.6.2. not to access without authority, interfere with, damage, or disrupt:

    • 19.6.2.1. any part of our App;

    • 19.6.2.2. any equipment or network on which our App is stored;

    • 19.6.2.3. any software used in the provision of our App; or

    • 19.6.2.4. any equipment, network, or software owned or used by any third party.

20. LIMITATION OF LIABILITY

20.1. We are not liable for the completeness, accuracy, or correctness of any information uploaded on our App and any related content. You expressly agree that your use of the services and our App, is at your sole risk.

20.2. You agree not to use the services, our App and the related content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the services, our App or any other website or software) for:

  • 20.2.1. loss of profits, sales, business, or revenue;

  • 20.2.2. business interruption;

  • 20.2.3. loss of anticipated savings;

  • 20.2.4. loss or corruption of data or information;

  • 20.2.5. loss of business opportunity, goodwill, or reputation; or

  • 20.2.6. any other indirect or consequential loss or damage.

20.3. Nothing in these Terms shall limit or exclude our liability for:

  • 20.3.1. death or personal injury resulting from our negligence;

  • 20.3.2. fraud; and/or

  • 20.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.

20.4. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the services and our App. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the services and our App which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law, or otherwise, is excluded to the fullest extent permitted by law.

21. INDEMNITY

You agree to indemnify and hold us, our related, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors, and assigns harmless from and against all claims, losses, expenses, damages, and costs (including but not limited to direct, incidental, consequential, exemplary, and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default, or omission, whether in your use of our App, services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.

22. ALTERNATIVE DISPUTE RESOLUTION

22.1. The Parties shall attempt to resolve any dispute arising out of or relating to these Terms through negotiations. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed-upon Online Alternative Dispute Resolution (“ADR”) procedure in India in the English language.

22.2. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

23. OTHER IMPORTANT TERMS

23.1. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or obligations under these Terms.

23.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

23.3. No joint venture, partnership, agency, or employment relationship has arisen by reason of these Terms.

23.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us.

23.5. Each Party acknowledges that, in entering into these Terms, it does not rely on any representation, warranty, or other provision except as expressly provided in these Terms, and all conditions, warranties, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

23.6. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

23.7. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

23.8. These Terms shall be governed by and construed in accordance with the laws of India, without regard to its choice of law provisions.