Spire Authors Terms of Service
Effective as of October 26, 2023
This is the Terms of Service for Spire Authors, a program operated by Spire, Inc. to provide writers with beta Reader matches and feedback curation for their novels. In these Terms, we call ourselves “Spire,” “we,” “us,” or “our.” We call you, the person submitting your manuscript(s) “Author” or “you” while the beta Reader providing feedback is called “Reader.” Spire accepts fiction manuscripts (“Work”) via our website located at www.spirebooks.co (the “Site”), and any associated websites, applications, and services (collectively, the “Service”).
This Terms of Service (“Terms”) is a legally binding contract between you and Spire. By accessing or using the Service, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms.
These Terms include
How we’ll notify you about changes to these Terms
Your ownership of Works and the temporary rights you grant Spire to distribute
How to terminate your participation in Spire Authors and remove your Works
Our Satisfaction Guarantee and refund process
Representations, warranties, and indemnities
Limitation of liability
Mutual confidentiality
How to contact us
You represent and warrant that you are at least 18 years old and have the right, authority, and capacity to enter into these Terms, or, if you are under 18 but at least 13 years old (a “Minor”), you have the consent of a parent or legal guardian to access and use the Service and have received permission to agree to these Terms. If you are a parent or legal guardian of a MInor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Spire if the Minor breaches any of these Terms. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. If the individual entering into this agreement or otherwise accessing or using the Service is doing so on behalf of, or within his or her capacity as a representative, agent, or employee of an entity, such individual and such entity agree that: (i) the terms “you” and “your” as used herein apply to such entity and such individual; and (ii) represent and warrant that the individual entering into these Terms has the power, right, authority, and capacity to enter into these Terms on behalf of such entity. If you do not agree with all of the provisions of these Terms, you may not access or use the Service.
These Terms are subject to occasional revision. Please regularly check the Site to view the most recent terms.
Section 1: Amendments
1.1 Changes to these Terms. Spire reserves the right, at its sole discretion, to change, modify, add, or delete portions of these Terms at any time. These Terms may be revised unilaterally, but not retroactively, by Spire from time to time by posting changes on our website, and such changes will become binding to you on the effective date noted on the website, which will be no fewer than thirty (30) days following notifications to you via email.
Section 2: Rights and Ownership
2.1 Delivery of Work. During the period that you are a Spire Author, you may provide Spire with Works and the associated metadata. You are responsible for ensuring the accuracy of the Works, metadata, and their compliance with our Terms. Spire may at any time accept, reject, suspend, or remove any Works you have provided at its sole discretion.
2.2 Rights. You authorize and grant Spire all necessary rights and license to make available, copy, distribute, and transmit electronically Works as specified by these Terms. Spire may
Copy and store your Works on one or more computers;
Convert, reformat, and encode the Works into eBooks or expirable PDFs and enable and optimize the display of the Works to enable reading online and offline, including on portable devices, provided that Spire agrees we will make no modifications to the substance of the Works. Spire shall not be responsible for any inaccuracies or errors in conversion or reformatting;
Display, transmit, distribute, and otherwise digitally make available all or any portion of the Works and the metadata you provide to vetted Readers participating in the Service and who are bound by the Spire Readers Terms of Service.
We affirm that any manuscripts submitted to our platform will not be used, shared, or submitted for the purpose of training artificial intelligence models.
2.3 Ownership. As between you and Spire, Spire expressly acknowledges that you own or are licensor to all right, title, and interest in and to the Works. All rights in the Works not expressly granted hereunder are reserved by you. You acknowledge that Spire owns all right, title and interest in and to Spire Authors, Spire Readers, and the Services, including all intellectual property rights therein, meaning all rights arising from or in respect of the following, whether protected, created, or arising under the laws of the United States or any other jurisdiction: (i) business names, trade names, registered and unregistered trade-marks and service marks; (ii) patents; (iii) copyrights, copyright registrations, writings and other copyrightable works of authorship, including computer programs, databases and documentation therefore; and (iv) proprietary and non-public business information including trade secrets, know-how, inventions, discoveries, improvements, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, research and development information and other proprietary and non-public information. Spire’s rights are protected by U.S. and international intellectual property laws.
2.4 Territorial rights. The territory of the rights and license granted in these Terms are worldwide.
2.5 Digital rights management. eBooks and expirable PDFs that contain your Work will be rendered in a manner that serves to prevent Readers from copying the content. Spire uses advanced security methods to protect the content in transit, and locally, by employing encryption and hash algorithms. Please note that security risk is inherent in all internet and information technologies, and we cannot guarantee efficacy of the technology and the security of your Work.
We will respond promptly to your requests for information about any alleged copyright infringement or other unauthorized use of your Work. You can contact us via email at team@spirebooks.co
Section 3: Term and Termination
3.1 Termination by you. YOU HAVE THE RIGHT TO CEASE YOUR PARTICIPATION IN SPIRE AUTHORS AND WITHDRAW YOUR WORK AT ANY TIME, INCLUDING IF ANY REVISED TERMS ARE NOT ACCEPTABLE TO YOU. If you do so after Spire has already begun fulfilling the Service at your request, meaning the process of matching you with a Reader has started, the fees you have paid will be non-refundable. Suspend or terminate your participation in Spire Authors and request withdrawal of your Works at any time by giving Spire at least three (3) days written electronic notice to team@spirebooks.co.
3.2 Termination by us. The term shall continue until terminated by you or by us. We may terminate or suspend your access to Spire Authors at any time and for any reason or no reason.
3.3 Termination. Upon termination of these Terms, and except as otherwise provided in these Terms, Spire shall cease distributing all of your Works. Spire shall delete all archival or other copies of each of the Works. Readers are bound by the Spire Readers Terms of Service to return all author and Spire property, deleting all copies of Work in their possession when a feedback period expires and/or when termination occurs. See Section 2 of the Spire Readers Terms of Service for more details.
Section 4: Refunds and Guarantees
4.1 Refund policy. If we are unable to find a Reader match for your Work within 7 days, you may be eligible for a refund. When you request one or more Reader matches and remit payment, we immediately start work on finding you a Reader within your genre to match with. As a result, we do not allow refunds until 7 days after your initial Service request, and we have given you notification of one of 3 outcomes:
You’ve been matched with a Reader;
We need more time to find a match and a corresponding expected timeframe;
We are unable to find you a match for your Work at this time.
You are eligible to request a refund in either of the last 2 outcomes. If we need more time to find a match, you can request a refund or accept the additional time we estimate. At the expiry of that expected timeframe, we will again notify you of the outcome. At any time, if we notify you that we are unable to find you a match, you can always request a refund or choose to continue waiting until we do find you a match.
4.2 Satisfaction Guarantee. We are dedicated to providing high-quality matches. If you are dissatisfied with the quality of the feedback or the Reader matching process, we encourage you to discuss your concerns with us. We will make every effort to provide a satisfactory resolution. If we are unable to resolve your concerns to your satisfaction, you may request a refund.
4.3 Refund request process. To request a refund, please follow these steps:
Contact us at team@spirebooks.co within 60 days of your initial Service request. Please provide a detailed explanation of the reason for your refund request.
Our team will review your request and respond within 3 business days to confirm whether you are eligible for a refund.
If your request is approved, we will process the refund immediately. Refunds will be issued to the original payment method used to purchase the Service. The time it takes for you to receive the refunded amount may vary depending on your payment method and financial institution. Please allow up to 7-10 days for the refund to be processed and credited to your account.
Section 5: Representations, Warranties, and Indemnities
5.1 Representations & warranties. You represent, warrant and covenant to Spire that: (i) you have the rights, power and privileges to execute, deliver and perform your obligations under these Terms and the execution, delivery and performance of these Terms has been duly authorized; (ii) you have all necessary rights to make the grant and assignment of rights you have made to Spire under these Terms and your submission of the Works hereunder and the use of the Works in the Spire Reach Service does not violate any obligation you owe to any third party or infringe upon the intellectual property rights of any person, including the Author of the Works; (iii) you will be solely responsible for obtaining and paying for any and all necessary clearances, rights, and licenses for the Works to permit the exercise of the rights granted under these Terms without any further obligation by us, including any payments due to any other copyright holders, co-authors and/or co-administrators; (iv) the Works do not and will not infringe upon any common law or statutory right in any other literary, dramatic or other material and no material in the Works violates any intellectual property rights or any other proprietary rights of any person, firm or corporation and the Works contain no libellous or unlawful material or instructions that may cause harm to any person, firm or corporation; (v) any trademarks, trade names, logos, designs, and icons included with the Works do not infringe upon or violate any trademark or other intellectual property right of any other person, firm or corporation; (vi) there is no outstanding claim or litigation pending against or involving the title, ownership and/or copyright in the Works, or in any part of it, or in the rights which are covered by these Terms.
5.2 Indemnification. You agree to defend, indemnify and hold harmless Spire and its affiliates, and their respective officers, directors and employees, from and against any and all claims, demands, suits, actions, causes of action and/or liability, of any kind whatsoever, for damages, losses, costs and/or expenses (including legal fees and disbursements) resulting from: (i) damages to persons or property, personal injury or death caused by the negligent or willful acts or omissions arising in connection with these Terms; (ii) any and all breaches by you of any representations, warranties, covenants, terms or conditions of these Terms; and (iii) any claim you in the performance of your commitments hereunder have infringed, violated or misappropriated any third party’s right, including, without limitation, any intellectual property right. Spire may, at its own expense, participate in the defense and settlement of any claim or action with our own counsel.
Section 6: Limitation of Liability
SPIRE AUTHORS IS PROVIDED “AS IS” AND SPIRE DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. SPIRE MAKES NO REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, WITH RESPECT TO THE ADEQUACY OF SPIRE AUTHORS, THE SERVICE, THE CONTENT OF THE SPIRE WEBSITE FOR ANY PARTICULAR PURPOSE OR WITH RESPECT TO ITS ADEQUACY TO PRODUCE ANY PARTICULAR RESULT. YOU ACKNOWLEDGE AND AGREE THAT SPIRE CANNOT ENSURE THAT YOUR WORKS WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT READERS WILL COMPLY WITH ANY OF OUR CONTENT USAGE RULES. WE WILL HAVE NO LIABILITY ARISING FROM THEFT, MISUSE, READERS NOT COMPLYING WITH SPIRE FIRST READER TERMS, OR A FAILURE OF ANY SECURITY SYSTEM.
SPIRE AND ITS AFFILIATES SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, DATA OR LOSS OF PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH SPIRE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; AND SPIRE’S AND ITS AFFILIATES’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SPIRE HEREUNDER FOR THE TWELVE MONTH PERIOD PRECEDING ANY CLAIM.
Spire will not be liable to you for any failure or delay in the performance of its obligations hereunder caused by any event or circumstances beyond Spire’s control.
Section 7: Mutual Confidentiality
Each party shall keep all information disclosed or obtained as a result of the relationship of you and Spire under these Terms private and shall not disclose any information regarding such matters without the prior approval of the other party. Without limiting the generality of the foregoing, you agree not to disclose any information we disclose to you, including communications between you and us, anything about our business, customers, marketing, or any other information we make available to you as a result of your participation in Spire Reach. The obligations of confidentiality in this clause shall not extend to any matter which the other party can demonstrate: (i) is in or has become part of the public domain, other than as a result of a breach of the obligations of confidentiality under these Terms; (ii) was in its written records prior to these Terms becoming effective; (iii) was independently disclosed to it by a third party entitled to disclose the same; (iv) is required to be disclosed under any applicable law, or by order of a court or governmental body or other competent authority, or (v) is required to be disclosed to a third party as a result of a partnership with or affiliation with such third party, on the condition that such third party is bound in writing by confidentiality obligations at least equivalent to those set out in this clause.
Section 8: General
All notices required under these Terms or other communications required or permitted under these Terms shall be done through the email team@spirebooks.co. All terms which by their nature are intended to survive termination of these Terms shall survive such termination, such as Section 3, Section 4, and Section 9. Spire is based in the United States in New York, and though Spire Beta Matching can be accessed worldwide, you agree that all matters relating to access to, or use of, Spire Beta Matching or the Service shall be governed by the laws of the State of New York. You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the courts of the New York and acknowledge that you do so voluntarily and are responsible for complying with all local laws. These Terms are the entire agreement with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and proposals, oral or written. You may not unilaterally modify these Terms. These Terms may not be assigned by you in whole or in part, without Spire’s prior written consent.
Spire Authors Terms of Service
Effective as of October 26, 2023
This is the Terms of Service for Spire Authors, a program operated by Spire, Inc. to provide writers with beta Reader matches and feedback curation for their novels. In these Terms, we call ourselves “Spire,” “we,” “us,” or “our.” We call you, the person submitting your manuscript(s) “Author” or “you” while the beta Reader providing feedback is called “Reader.” Spire accepts fiction manuscripts (“Work”) via our website located at www.spirebooks.co (the “Site”), and any associated websites, applications, and services (collectively, the “Service”).
This Terms of Service (“Terms”) is a legally binding contract between you and Spire. By accessing or using the Service, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms.
These Terms include
How we’ll notify you about changes to these Terms
Your ownership of Works and the temporary rights you grant Spire to distribute
How to terminate your participation in Spire Authors and remove your Works
Our Satisfaction Guarantee and refund process
Representations, warranties, and indemnities
Limitation of liability
Mutual confidentiality
How to contact us
You represent and warrant that you are at least 18 years old and have the right, authority, and capacity to enter into these Terms, or, if you are under 18 but at least 13 years old (a “Minor”), you have the consent of a parent or legal guardian to access and use the Service and have received permission to agree to these Terms. If you are a parent or legal guardian of a MInor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Spire if the Minor breaches any of these Terms. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. If the individual entering into this agreement or otherwise accessing or using the Service is doing so on behalf of, or within his or her capacity as a representative, agent, or employee of an entity, such individual and such entity agree that: (i) the terms “you” and “your” as used herein apply to such entity and such individual; and (ii) represent and warrant that the individual entering into these Terms has the power, right, authority, and capacity to enter into these Terms on behalf of such entity. If you do not agree with all of the provisions of these Terms, you may not access or use the Service.
These Terms are subject to occasional revision. Please regularly check the Site to view the most recent terms.
Section 1: Amendments
1.1 Changes to these Terms. Spire reserves the right, at its sole discretion, to change, modify, add, or delete portions of these Terms at any time. These Terms may be revised unilaterally, but not retroactively, by Spire from time to time by posting changes on our website, and such changes will become binding to you on the effective date noted on the website, which will be no fewer than thirty (30) days following notifications to you via email.
Section 2: Rights and Ownership
2.1 Delivery of Work. During the period that you are a Spire Author, you may provide Spire with Works and the associated metadata. You are responsible for ensuring the accuracy of the Works, metadata, and their compliance with our Terms. Spire may at any time accept, reject, suspend, or remove any Works you have provided at its sole discretion.
2.2 Rights. You authorize and grant Spire all necessary rights and license to make available, copy, distribute, and transmit electronically Works as specified by these Terms. Spire may
Copy and store your Works on one or more computers;
Convert, reformat, and encode the Works into eBooks or expirable PDFs and enable and optimize the display of the Works to enable reading online and offline, including on portable devices, provided that Spire agrees we will make no modifications to the substance of the Works. Spire shall not be responsible for any inaccuracies or errors in conversion or reformatting;
Display, transmit, distribute, and otherwise digitally make available all or any portion of the Works and the metadata you provide to vetted Readers participating in the Service and who are bound by the Spire Readers Terms of Service.
We affirm that any manuscripts submitted to our platform will not be used, shared, or submitted for the purpose of training artificial intelligence models.
2.3 Ownership. As between you and Spire, Spire expressly acknowledges that you own or are licensor to all right, title, and interest in and to the Works. All rights in the Works not expressly granted hereunder are reserved by you. You acknowledge that Spire owns all right, title and interest in and to Spire Authors, Spire Readers, and the Services, including all intellectual property rights therein, meaning all rights arising from or in respect of the following, whether protected, created, or arising under the laws of the United States or any other jurisdiction: (i) business names, trade names, registered and unregistered trade-marks and service marks; (ii) patents; (iii) copyrights, copyright registrations, writings and other copyrightable works of authorship, including computer programs, databases and documentation therefore; and (iv) proprietary and non-public business information including trade secrets, know-how, inventions, discoveries, improvements, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, research and development information and other proprietary and non-public information. Spire’s rights are protected by U.S. and international intellectual property laws.
2.4 Territorial rights. The territory of the rights and license granted in these Terms are worldwide.
2.5 Digital rights management. eBooks and expirable PDFs that contain your Work will be rendered in a manner that serves to prevent Readers from copying the content. Spire uses advanced security methods to protect the content in transit, and locally, by employing encryption and hash algorithms. Please note that security risk is inherent in all internet and information technologies, and we cannot guarantee efficacy of the technology and the security of your Work.
We will respond promptly to your requests for information about any alleged copyright infringement or other unauthorized use of your Work. You can contact us via email at team@spirebooks.co
Section 3: Term and Termination
3.1 Termination by you. YOU HAVE THE RIGHT TO CEASE YOUR PARTICIPATION IN SPIRE AUTHORS AND WITHDRAW YOUR WORK AT ANY TIME, INCLUDING IF ANY REVISED TERMS ARE NOT ACCEPTABLE TO YOU. If you do so after Spire has already begun fulfilling the Service at your request, meaning the process of matching you with a Reader has started, the fees you have paid will be non-refundable. Suspend or terminate your participation in Spire Authors and request withdrawal of your Works at any time by giving Spire at least three (3) days written electronic notice to team@spirebooks.co.
3.2 Termination by us. The term shall continue until terminated by you or by us. We may terminate or suspend your access to Spire Authors at any time and for any reason or no reason.
3.3 Termination. Upon termination of these Terms, and except as otherwise provided in these Terms, Spire shall cease distributing all of your Works. Spire shall delete all archival or other copies of each of the Works. Readers are bound by the Spire Readers Terms of Service to return all author and Spire property, deleting all copies of Work in their possession when a feedback period expires and/or when termination occurs. See Section 2 of the Spire Readers Terms of Service for more details.
Section 4: Refunds and Guarantees
4.1 Refund policy. If we are unable to find a Reader match for your Work within 7 days, you may be eligible for a refund. When you request one or more Reader matches and remit payment, we immediately start work on finding you a Reader within your genre to match with. As a result, we do not allow refunds until 7 days after your initial Service request, and we have given you notification of one of 3 outcomes:
You’ve been matched with a Reader;
We need more time to find a match and a corresponding expected timeframe;
We are unable to find you a match for your Work at this time.
You are eligible to request a refund in either of the last 2 outcomes. If we need more time to find a match, you can request a refund or accept the additional time we estimate. At the expiry of that expected timeframe, we will again notify you of the outcome. At any time, if we notify you that we are unable to find you a match, you can always request a refund or choose to continue waiting until we do find you a match.
4.2 Satisfaction Guarantee. We are dedicated to providing high-quality matches. If you are dissatisfied with the quality of the feedback or the Reader matching process, we encourage you to discuss your concerns with us. We will make every effort to provide a satisfactory resolution. If we are unable to resolve your concerns to your satisfaction, you may request a refund.
4.3 Refund request process. To request a refund, please follow these steps:
Contact us at team@spirebooks.co within 60 days of your initial Service request. Please provide a detailed explanation of the reason for your refund request.
Our team will review your request and respond within 3 business days to confirm whether you are eligible for a refund.
If your request is approved, we will process the refund immediately. Refunds will be issued to the original payment method used to purchase the Service. The time it takes for you to receive the refunded amount may vary depending on your payment method and financial institution. Please allow up to 7-10 days for the refund to be processed and credited to your account.
Section 5: Representations, Warranties, and Indemnities
5.1 Representations & warranties. You represent, warrant and covenant to Spire that: (i) you have the rights, power and privileges to execute, deliver and perform your obligations under these Terms and the execution, delivery and performance of these Terms has been duly authorized; (ii) you have all necessary rights to make the grant and assignment of rights you have made to Spire under these Terms and your submission of the Works hereunder and the use of the Works in the Spire Reach Service does not violate any obligation you owe to any third party or infringe upon the intellectual property rights of any person, including the Author of the Works; (iii) you will be solely responsible for obtaining and paying for any and all necessary clearances, rights, and licenses for the Works to permit the exercise of the rights granted under these Terms without any further obligation by us, including any payments due to any other copyright holders, co-authors and/or co-administrators; (iv) the Works do not and will not infringe upon any common law or statutory right in any other literary, dramatic or other material and no material in the Works violates any intellectual property rights or any other proprietary rights of any person, firm or corporation and the Works contain no libellous or unlawful material or instructions that may cause harm to any person, firm or corporation; (v) any trademarks, trade names, logos, designs, and icons included with the Works do not infringe upon or violate any trademark or other intellectual property right of any other person, firm or corporation; (vi) there is no outstanding claim or litigation pending against or involving the title, ownership and/or copyright in the Works, or in any part of it, or in the rights which are covered by these Terms.
5.2 Indemnification. You agree to defend, indemnify and hold harmless Spire and its affiliates, and their respective officers, directors and employees, from and against any and all claims, demands, suits, actions, causes of action and/or liability, of any kind whatsoever, for damages, losses, costs and/or expenses (including legal fees and disbursements) resulting from: (i) damages to persons or property, personal injury or death caused by the negligent or willful acts or omissions arising in connection with these Terms; (ii) any and all breaches by you of any representations, warranties, covenants, terms or conditions of these Terms; and (iii) any claim you in the performance of your commitments hereunder have infringed, violated or misappropriated any third party’s right, including, without limitation, any intellectual property right. Spire may, at its own expense, participate in the defense and settlement of any claim or action with our own counsel.
Section 6: Limitation of Liability
SPIRE AUTHORS IS PROVIDED “AS IS” AND SPIRE DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. SPIRE MAKES NO REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, WITH RESPECT TO THE ADEQUACY OF SPIRE AUTHORS, THE SERVICE, THE CONTENT OF THE SPIRE WEBSITE FOR ANY PARTICULAR PURPOSE OR WITH RESPECT TO ITS ADEQUACY TO PRODUCE ANY PARTICULAR RESULT. YOU ACKNOWLEDGE AND AGREE THAT SPIRE CANNOT ENSURE THAT YOUR WORKS WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT READERS WILL COMPLY WITH ANY OF OUR CONTENT USAGE RULES. WE WILL HAVE NO LIABILITY ARISING FROM THEFT, MISUSE, READERS NOT COMPLYING WITH SPIRE FIRST READER TERMS, OR A FAILURE OF ANY SECURITY SYSTEM.
SPIRE AND ITS AFFILIATES SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, DATA OR LOSS OF PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH SPIRE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; AND SPIRE’S AND ITS AFFILIATES’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SPIRE HEREUNDER FOR THE TWELVE MONTH PERIOD PRECEDING ANY CLAIM.
Spire will not be liable to you for any failure or delay in the performance of its obligations hereunder caused by any event or circumstances beyond Spire’s control.
Section 7: Mutual Confidentiality
Each party shall keep all information disclosed or obtained as a result of the relationship of you and Spire under these Terms private and shall not disclose any information regarding such matters without the prior approval of the other party. Without limiting the generality of the foregoing, you agree not to disclose any information we disclose to you, including communications between you and us, anything about our business, customers, marketing, or any other information we make available to you as a result of your participation in Spire Reach. The obligations of confidentiality in this clause shall not extend to any matter which the other party can demonstrate: (i) is in or has become part of the public domain, other than as a result of a breach of the obligations of confidentiality under these Terms; (ii) was in its written records prior to these Terms becoming effective; (iii) was independently disclosed to it by a third party entitled to disclose the same; (iv) is required to be disclosed under any applicable law, or by order of a court or governmental body or other competent authority, or (v) is required to be disclosed to a third party as a result of a partnership with or affiliation with such third party, on the condition that such third party is bound in writing by confidentiality obligations at least equivalent to those set out in this clause.
Section 8: General
All notices required under these Terms or other communications required or permitted under these Terms shall be done through the email team@spirebooks.co. All terms which by their nature are intended to survive termination of these Terms shall survive such termination, such as Section 3, Section 4, and Section 9. Spire is based in the United States in New York, and though Spire Beta Matching can be accessed worldwide, you agree that all matters relating to access to, or use of, Spire Beta Matching or the Service shall be governed by the laws of the State of New York. You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the courts of the New York and acknowledge that you do so voluntarily and are responsible for complying with all local laws. These Terms are the entire agreement with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and proposals, oral or written. You may not unilaterally modify these Terms. These Terms may not be assigned by you in whole or in part, without Spire’s prior written consent.
© Spire 2023