Thank you for using Spinach (“Spinach”, “we”, “us”, “our”). These Terms and Conditions (“Terms”) are applicable to websites (including Spinach.com, create.Spinach.it, play.Spinach.it and Spinach.it) and software/mobile applications (‘apps’), all owned and operated by Spinach AS and from or in connection with which you are accessing this document. We refer to such websites and apps in this agreement as the “Spinach Service” or “Service”. The Spinach mobile application is referred to as the “App”. By using the Services or accessing any content or material that is made available by Spinach or its users through the Service you understand and agree to accept and adhere to the following terms and conditions as stated herein.
Please read the Agreements carefully as they contain important information about Spinach Services provided to you and any fees and charges applicable to the Services. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Spinach Service or consume any Resources. You promise that your registration information, payment details (if you have signed up for a Paid Subscription, conf. section 4.2) and any other information that you submit to us are true, accurate, and complete, and you agree to keep it that way at all times. If you have provided incorrect or inaccurate information, you should return to the log-in screen or correct such information in your account settings. You promise that no other person shall be allowed to use or access your account, or in any other way make use of the rights conferred to you pursuant to the agreements.
2. Responsible use and conduct
By visiting our Services and accessing the information, resources, services, products, and tools we provide for you, either directly or indirectly (hereafter referred to as ‘Resources’), you agree to use these Resources only for the purposes intended as permitted by (a) these Terms, (b) our Acceptable Use Policy and (c) applicable laws, regulations and generally accepted online practices or guidelines (“Acceptable Use”). The current Acceptable Use Policy is available here: https://Spinach.com/terms-and-conditions/#acceptable-use. We reserve the right to change the Acceptable Use Policy at any time without notice. You understand and agree that in the event of a violation of the Acceptable Use we may immediate terminate or suspend your Spinach account.
3. Changes to the Agreements
We reserve the right to change these Terms from time to time without notice. You acknowledge and agree that it is your responsibility to review the Terms periodically to familiarize yourself with any modifications. In the event of material changes to the Terms, we will notify you at least 30 days before these new Terms apply to you, by issuing notice accessible through your use of the Services or by email to your registered email account. Please therefore make sure you read any such notice carefully. Your continued use of the Services after such modifications will constitute acknowledgment and agreement of the modified Terms. If you do not wish to continue using the Service under the new version of the Terms, you may terminate the Agreements by contacting us.
4. Spinach Service plans
Spinach provides a game-based learning platform, which brings fun into learning, for any subject, for all ages, letting users create, play and share learning games. Spinach Services are available for free or as a paid service in accordance with the following.
The Spinach Services that may be accessed subject to payment are currently referred to as “Paid Subscriptions”. You can learn more about Paid Subscriptions and the different service plans that we offer you to sign up for by visiting https://Spinach.com/schools/plans/ or https://Spinach.com/businesses/pricing/ (the “Service Plans”). You agree to abide by the terms and restrictions applicable to the Service Plan that you have signed up for.
We reserve the right to change or withdraw features, specifications, services and content of a Service Plan at any time, without notice to you. Please note that the content and features of a Service Plan may vary based on when you signed up and whether you have signed up through our website or via the App. The Spinach Services offered via the App may only contain a limited version of the web based services. You can manage your Spinach user account here: https://create.Spinach.it/plus/org/billing/. If you have purchased a Paid Subscription through a distribution platform such as Google Play or Apple App Store, you must manage your account through such platforms.
4.1. Spinach Basic
If you have signed up for our free Service, a limited version of our Spinach Services is provided to you free-of-charge, for as long as you use the Services for non-commercial purposes only, in accordance with the limitations of use set out in these Terms. The Service Plan that does not require payment is currently referred to as the “Spinach Basic”. YOU MAY NOT USE Spinach Basic FOR COMMERCIAL PURPOSES. HENCE, IF YOU INTEND TO USE Spinach SERVICES FOR PROFESSIONAL PURPOSES, INCLUDING BUT NOT LIMITED TO IN CONJUNCTION WITH OR AS PART OF A PAID SERVICE OR PRODUCT, FOR THE PURPOSE OF MARKETING YOUR OWN OR SOMEONE ELSE’S PRODUCTS OR SERVICES OR OTHERWISE IN CONJUNCTION WITH A COMMERCIAL EVENT SUCH AS A CONCERT, GAME SHOW OR BROADCASTED EVENT, YOU MUST SIGN UP FOR A PAID SUBSCRIPTION OR ENTER INTO A SEPARATE AGREEMENT WITH Spinach.
4.2. Paid Subscriptions
Spinach offers various Service Plans for use of the Spinach Services in schools, businesses and non-profit organizations. Some Service Plans require payment before you can access them and certain areas of use are only permitted if you have signed up for a Paid Subscription or entered into a separate agreement with Spinach. If you have signed up for Paid Subscriptions, you may get access to features that are not available through Spinach Basic and you may use the Services for commercial purposes, only if and to the extent such commercial use is permitted under the selected Service Plan. You can learn more about Paid Subscriptions and the different Service Plans by visiting https://Spinach.com.
4.3. Pre-paid offers
If you have received a code or other offer provided or sold by or on behalf of Spinach for access to a Paid Subscription (“Code”), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions.
We may, at our own sole discretion, offer trials of Paid Subscriptions for a specified period without payment or at a discounted rate (a “Trial”). We reserve the right to revoke the Trial and put your account on hold in the event that we determine that you are not eligible.
For some Trials, we’ll require you to provide your payment details to start the Trial. We will charge you on a recurring basis for the selected subscription fee at the end of the Trial using the payment details you have provided us, unless you cancel your subscription prior to the end of the Trial.
You have provided your payment details in conjunction with the Trial and you accept that we charge you using such payment details. If you do not want this charge, you must cancel your Paid Subscriptions through your Spinach account’s settings or terminate your Spinach account before the end of the Trial. If you do not want to continue to be charged on a recurring monthly or annual basis (as the case may be, depending on your Service Plan), you must cancel the applicable paid subscription through your Spinach account’s subscription page or terminate your Spinach account before the end of the recurring monthly period. Paid Subscriptions cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, Spinach will not refund any fees that you have already paid.
5. Payments, cancellations, upgrades
5.1. Payments and cancellations
If you have signed up for Spinach Basic or if you cancel your Paid Subscription during the Trial, Spinach will never charge you any fees for your use of the Spinach Service. Paid Subscriptions can be purchased directly from Spinach in the App or on our web site, or through a separate agreement with Spinach.
If you have signed up for a Paid Subscription for a monthly subscription fee, you will be charged for one month’s subscription fee in advance upon expiry of any Trial. The Paid Subscription and the payment to Spinach will automatically renew at the end of the monthly subscription period, unless you cancel your Paid Subscription through your subscription page before the end of the current monthly subscription period.
If you have signed up for a Paid Subscription which gives you access to the Spinach Service for a specific time period (“Pre-Paid Period”), you will be charged for the Pre-Paid Period in advance upon expiry of any Trial. The Paid Subscription and the payment to Spinach will automatically renew at the end of the Pre-paid Period unless you cancel your Paid Subscription through your subscription page before the end of the Pre-paid Period.
If you cancel your Paid Subscription, the cancellation will take effect on the day after the last day of the current subscription period, after which you will be downgraded to Spinach Basic. We will not refund any subscription fees already paid to us.
Spinach may change the price for the Paid Subscriptions from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Spinach Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect, in which case you will be downgraded to Spinach Basic.
We do not provide any refunds if the price for a Paid Subscription drops, or if we offer subsequent promotional pricing or change the content or features of a Service Plan. Paid Subscriptions purchased through other platforms are subject to the refund policies of those platforms. Spinach cannot be held responsible for these platforms’ policies.
Please note that in the event you purchase a Spinach subscription, you are legally obliged to pay the invoice. This means that if you have not paid the invoice, but you have used our products/services, you are legally bound to pay the invoice
Your right to withdraw is revoked as soon as your subscription is activated, as activation immediately initiates full access to the features specified in the subscription. These features constitute our digital content.
5.2. Upgrades and downgradesYou may at any time upgrade or downgrade your Paid Subscription to a different Service Plan: Paid Subscriptions – monthly:
5.3. TaxesPrices listed may not include sales or value added tax and applicable tax may be calculated and added at the time you complete a transaction and, depending on where you have purchased your Paid Subscription, such tax may not be visible to you until you receive a receipt for your purchase. In certain jurisdictions, local laws require that prices include all applicable taxes, in which case this will be indicated at the time of the transaction.
6. Licensed rightsThe Spinach Service and the Resources are the property of Spinach or Spinach’s licensors. We grant you a limited, non-exclusive, revocable license to make use of the Spinach Service for non-commercial, educational and/or entertainment use of the Service (the “License”). This License shall remain in effect until and unless terminated by you or Spinach. You promise and agree that you are using the Services and the Resources for non-commercial, educational and/or entertainment purposes and that you will not broadcast the Services or the Resources. For the avoidance of doubt, you may not charge any fees or require any payment as part of your use of the Service or the Resources. If you have signed up for Paid Subscription, you may also use the Services for certain commercial purposes if and to the extent permitted in accordance with the applicable Service Plan specified in your Spinach account, conf. section 4.2. Except for the rights expressly granted to you in these Agreements, Spinach grants no right, title, or interest to you in the Spinach Service or Resources. The Spinach software applications and the Resources are licensed, not sold, to you, and Spinach and its licensors retain ownership of all copies of the Spinach software applications and Resources even if you have downloaded such Resources to your personal computers, mobile handsets, tablets, and/or other relevant devices. All Spinach trademarks, service marks, trade names, logos, domain names, and any other features of the Spinach brand (“Spinach Brands”) are the sole property of Spinach or its licensors. The Agreements do not grant you any rights to use any Spinach Brand for any purpose, whether for commercial or non-commercial use.
7. Third Party ApplicationsThe Spinach Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Spinach does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
8. User-Generated ContentThe Spinach Service is based on user content and relies on users contributing content to the Service, including without limitation quizzes, pictures, video, text, messages, information, user feedback and any other content (“User Content”). You hereby grant to Spinach a perpetual (or, for as long as permitted under applicable law), non-exclusive, sub-licensable, transferable, royalty-free, irrevocable, fully paid, universal license to commercialize, use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content you have made available to the public in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content. You promise that, with respect to any User Content you post on Spinach, (1) you have all rights necessary to upload such User Content to the Spinach Service and to grant the above license to Spinach, and (2) such User Content, or its use by Spinach as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Spinach or any rights holder without express written consent from such individual or entity. Spinach may review, monitor, edit or remove User Content in our sole discretion, but is under no obligation to do so. In all cases, Spinach reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in Spinach’s sole discretion, violates the Agreements. Spinach may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
9. DMCA and User Content reportingThe Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that material available in the Service infringes your copyright, you (or your agent) may send to Spinach a written notice by mail or e-mail, requesting that Spinach removes such material or blocks access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Spinach a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Asmund Furuseth as follows: By mail to Asmund Furuseth, Spinach AS, Tordenskiolds gate 2, 0160 Oslo, Norway ; or by e-mail to asmund@Spinach.com. Asmund Furuseth’s phone number is +47 95764641. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice. Please note that Spinach may, in appropriate circumstances, terminate or suspend users and accountholders who are repeat infringers.
10. OrganizationsIf you establish a Spinach account on behalf of a company, organization, entity, or brand (an “Organization”, and such account an “Organization Account”), the terms “you” and “your”, as used throughout the Agreements, apply to both you and the Organization, as applicable. If you open an Organization Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and to bind the Organization to the Agreements.
11. Account securityAs creator of your Spinach account you have access and control over the Spinach account and the devices that are used to access the Service. To maintain control over the account and to prevent anyone from accessing the account, you should maintain control over the devices that are used to access the Service and not reveal the password nor any payment details associated with your account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. You are also responsible for preventing unauthorized access and use of your account by any other than you. We can terminate your account or place your account on hold in order to protect you, Spinach or our partners from conducting or attempting to conduct identity theft or other fraudulent activity.
12. Term and terminationThe Agreements will continue to apply to you until terminated by either you or Spinach. You may terminate the Agreements at any time. Spinach may terminate the Agreements or suspend your access to the Spinach Service at any time, including in the event of your actual or suspected unauthorised use of the Spinach Service and/or Resources, or non-compliance with the Agreements. If you or Spinach terminate the Agreements, or if Spinach suspends your access to the Spinach Service, you agree that Spinach shall have no liability or responsibility to you and Spinach will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You hereby acknowledge and agree that the perpetual license granted to Spinach by you in relation to User Content will continue after expiry or termination of any of the Agreements for any reason. Sections 2, 8, 12, 13, 14, 15 and 16 and all other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
13. Warranty and disclaimerAlthough Spinach will endeavor to provide the Spinach Service in the best possible way without interruptions, you understand and agree that the Spinach Service is provided “as is” and “as available”, without any express or implied warranty, condition or assurance of any kind. This means that we do not represent or warrant to you that: the use of the Spinach Service and the Resources will meet your needs or requirements. the use of the Spinach Service and the Resources will be uninterrupted, timely, secure or free from errors. the information obtained by using the Spinach Service and the Resources will be accurate or reliable, or any defects in the operation or functionality of Spinach Service or any Resources we provide will be repaired or corrected.
YOU HEREBY AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE Spinach SERVICE IS TO UNINSTALL ANY Spinach SOFTWARE AND TO STOP USING THE Spinach SERVICE. WHILE Spinach ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE RESOURCES THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO Spinach, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE RESOURCES THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Spinach, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE Spinach SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER Spinach HAS BEEN MADE AWARE OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE Spinach SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO Spinach FOR THE PRECEDING TWELVE MONTHS PRIOR TO THE RELEVANT LIABILITY AROSE, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
Nothing in the Agreements removes or limits Spinach’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
15. Third party rights
In addition to the sections above, and notwithstanding anything to the contrary in Terms, this section applies with respect to your use of any version of our app compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Terms and does not own and is not responsible for the app. Apple is not providing any warranty for the app except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the app and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the app, including any third-party product liability claims, claims that the app fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the app, including those pertaining to intellectual property rights, must be directed to Spinach. The license you have been granted in these Terms is limited to a non-transferable license to use the app on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set out in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of the terms and conditions of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. Notwithstanding these rights of Apple and Apple’s subsidiaries, Spinach’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.
To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless Spinach and its parent company and affiliates, and their directors, officers, managers, employees, donors, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under these Terms. In such event, you shall provide us with such cooperation as is reasonably requested by us.
16.2. Entire agreement
>Other than as stated in this section or as explicitly agreed upon in writing between you and Spinach, the Agreements constitute all the terms and conditions agreed upon between you and Spinach and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
16.3. Severability and waiver
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by Spinach or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Spinach’s or the applicable third party beneficiary’s right to do so.
Spinach may assign the Agreements or any part of them, and Spinach may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
17. Governing Law / Jurisdiction
The Services are controlled by Spinach AS from our offices located in Oslo, Norway. They can be accessed by most countries around the world. As each country has laws that may differ from those of Norway, by accessing our Services, you agree that the statutes and laws of Norway, without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of the Services and the purchase of any products or services through the Services.
Furthermore, any action to enforce this User Agreement shall be brought in the courts located in Oslo (Oslo tingrett), Norway. You hereby agree to the jurisdiction by such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
Acceptable Use Policy
By visiting our Services and accessing the information, resources, services, products, and tools we provide for you, either directly or indirectly (hereafter referred to as “Resources”), you agree to use the Services and these Resources only for the purposes intended as permitted by (a) the Terms, (b) this Acceptable Use Policy and (c) applicable laws, regulations and generally accepted online practices or guidelines (“Acceptable Use”). Wherein, you understand that:a. In order to access our Services and Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Services and Resources. You agree that any information you provide will always be accurate, correct, and up to date.
We have the right at our sole discretion to remove any content that we feel in our judgment does not comply with the Agreements, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any 3rd party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.
h. To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless Spinach and its parent company and affiliates, and their directors, officers, managers, employees, donors, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Acceptable Use Policy or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Acceptable Use Policy. In such event, you shall provide us with such cooperation as is reasonably requested by us.