Service Provider Terms and Conditions

Last updated: 01/15/2023

These Service Provider Terms and Conditions describe the expectations and obligations of Service Providers that use the Platform to create a personalized professional profile, interact with your clients and other users, and upload customized exercises to the platform. If you are not a Service Provider or an authorized representative of a Service Provider, then these Service Provider Terms and Conditions do not apply to you and please see our Terms of Service (“Terms of Service”). These Service Provider Terms and Conditions are Additional Terms under, and supplement, the Terms of Service; if there is a conflict between these Service Provider Terms and Conditions and the Terms of Service, the provisions of these Service Provider Terms and Conditions control.

1.

Capitalized Terms. For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Terms of Service.

2.

Service Provider Eligibility. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) you will maintain all necessary professional certification and license in the jurisdictions in which you operate; and (d) your registration and your use of the platform is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement and you agree to be bound by this Agreement.

3.

Account Registration. To access the Service Provider features of the platform, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself and your business such as your name, business' name, business logo, phone numbers, email address, the types of services you provide, billing and other contact information. You agree that any and all information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. Certain data collected with respect to Service Providers is done in accordance with the Privacy Policy. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at privacy@spyn.ai.

4.

Subscription. Subject to the General Payment Terms of the Terms of Service, you must pay a monthly subscription fee to get access to most of the features. Spyn has a tiered subscription fee schedule, depending on the level of service you choose. If you activate a subscription for your account, you authorize Spyn to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account. We will bill the applicable subscription fees to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel your subscription by contacting us at: info@spyn.ai

5.

Authorization. You agree to provide us with current and valid credit card information (credit card type, name, number, expiration date, etc.) and hereby authorize us through our agent to charge the credit card you have provided in the amount of all or part of the fees payable to us under this Agreement and any taxes we may be required to collect. Spyn may seek pre-authorization of your credit card account prior to your subscription period to verify that the credit card is valid and has the necessary funds or credit available to cover the amount to be charged.

6.

Taxes. You agree to be properly registered to collect sales, use, excise and other taxes, duties, and other governmental assessments in connection with your services (“Taxes”). You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision of your Products or services. You agree that you, and not Spyn, are solely responsible for all matters related to Taxes.

7.

User Content; Specific Rules for Videos and Images. Subject to and in addition to the all of the User Content provisions of the Terms and Service, you further agree that if you Post a video or image to the Service that includes one or more persons, you hereby grant Spyn an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that video or image for use and through Service, but not to promote any third-party product, good, or service. You represent and warrants that you are either the photographer/videographer (or have a signed release from the photographer/videographer) and you are the model (or you have a signed release from the model) and you wrote any text you are uploading (or you have a signed release from the writer).

8.

Service Provider Warranties. Service Provider represents, warrants and covenants as follows:

8.1

If your profession or business requires licensure, you agree that you will not provide any services or offer any advice in any jurisdiction where you are not authorized or licensed or in good standing to do so, or where such services may not be rendered through the site according to the laws, regulations, and ethics that apply in the state of Washington. You agree that if at any time you lose your certification or license, you must immediately notify Spyn within 48 business hours of the loss.

8.2

You agree that all times you will maintain your skills, qualifications, eligibility, and other information and requirements, including maintaining your status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction, where you practice your profession.

8.3

You agree that when you create a professional profile with the platform, you will maintain good standing in your relevant field of expertise and abide by all relevant laws, rules, and regulations, including but not limited to rules of ethics and professional responsibility.

8.4

You will provide your services using the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in the same locale.

8.5

You agree that all of the information that you provided in or through the platform, and the information that you will provide in or through the platform in the future, is accurate, true, current, and complete. Furthermore, during the term of this Agreement you will maintain this information so it will continue to be accurate, current and complete.

8.6

You agree to immediately notify us if: (i) any information you have provided to us, or any relevant t information about you, has changed, (ii) a user has notified you that they have a complaint with you or any products or services provided by you, (iii) you have received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to your professional license or your products or services, or (iv) you have been notified of any termination, suspension, or lapse of any professional license, insurance or bonding.

8.7

You will provide the same correct and accurate representation of your skills, degrees, qualifications, background, and other information to any and all users, including but not limited to, any communications or services provided to users. 

8.8

You will maintain adequate insurance if such insurance is required by any applicable laws or regulations, including applicable professional liability insurance.

8.9

You will not charge users a higher fee for your services than you would charge in a similar client relationship.

9.

User Data. To the extent that you receive personal information of a user, you may use that information only for the limited and intended purpose for which it was provided subject to this Agreement and the Terms of Service.

10.

Termination; Effect of Termination. You or we may terminate our relationship at any time as specified in the Terms of Service. This Agreement including any of your payment obligations survives termination for any reason, and continues to apply indefinitely to any services hereunder and all matters relating to such services, including without limitation the use restrictions, warranties, indemnification, limitation of liability and mandatory arbitration provided in this Agreement. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

11.

Disclaimer; No Warranties. IN ADDITION TO THE WARRANTY DISCLAIMER IN THE TERMS OF SERVICE, SPYN FURTHER MAKES NO REPRESENTATION OR WARRANTY ABOUT THE USERS INCLUDING USERS THAT CONTACT YOU FOR SERVICES. YOU UNDERSTAND AND ACCEPT THAT USER INFORMATION HAS NOT BEEN SCREENED OR VALIDATED BY US IN ANY WAY. WE DO NOT GUARANTEE THAT THE INFORMATION PROVIDED BY THE USERS IS ACCURATE, COMPLETE, OR ERROR-FREE, AND ALL RISKS OF USE OR QUALITY ARE YOURS.

12.

Independent Service Provider’s Indemnification. In addition to the indemnification provision of the Terms of Service, you agree to indemnify, defend and hold harmless Spyn Entities from any third party claim or investigation relating to or arising from (i) any negligent act or omission or intentional misconduct by you or any of your officers, directors, employees, or agents; (ii) any physical damage to or destruction of property, equipment and/or facilities resulting from accessing or using your services; (iii) any physical injury or death to natural persons resulting therefrom; or (iv) your, your affiliates’, or your or their employees’, contractors’ or agents’ activities with respect to your services or the communication, disclosure or use thereof, including without limitation, any breach of the warranties you made. This obligation remains in effect indefinitely.

13.

Miscellaneous.

13.1

General terms. These Service Provider Terms and Conditions are Additional Terms under, and supplement, the Terms of Service. Together with the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement they are the entire and exclusive understanding and agreement between you and Spyn regard your use of the platform as a Service Provider. If there is a conflict between these Service Provider Terms and Conditions and the Terms of Service, the provisions of these Service Provider Terms and Conditions control. You and Spyn agree that any disputes arising in connection with this Agreement will be resolved by binding arbitration as described in the Terms of Service.

13.2

Independent Contractor. You acknowledge that you are an independent contractor and no agency, partnership, joint ventures or employee-employer relationship with Spyn is intended or created by this Agreement or any relationship between us, that you have no power or authority to make any commitments on behalf of Spyn, and that Spyn has no power or authority to make any commitments on your behalf.

13.3

Legal Compliance. You represent and warrant that: (i) you are located in the United States; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

13.4

Contact Information. The Site is offered by Spyn, located at Redmond, Washington USA. You may contact us by emailing us at info@spyn.ai.