Terms of Use

Last Updated: February 17, 2026

1. ACCEPTANCE OF TERMS & BINDING LEGAL AGREEMENT

1.1 Formation of Contract. Welcome to Spinz (the “Application” or the “Service”), which is owned, operated, and maintained by Spinz Studios, LLC (“Company,” “we,” “us,” or “our”). These Terms of Use, together with our Privacy Policy and any supplemental rules or guidelines posted within the Application (collectively, the “Terms”), constitute a fully integrated, legally binding contract between the Company and you, the individual user (“you,” “User,” or “Member”). By engaging with the Service, you represent and warrant that you possess the legal authority to enter into this agreement and that you are not a person barred from receiving such services under the laws of the United States, Japan, or any other applicable jurisdiction.

1.2 Scope of Service. For the purposes of these Terms, the “Service” includes, but is not limited to:

  • The Spinz mobile application and all associated software, code, and algorithms;

  • All AI-driven identification processes (including metadata generated via Gemini or third-party APIs);

  • Social features, "Buddy" systems, and communication tools;

  • Any content, graphics, audio visualizers, or marketplace data provided through the interface.

1.3 Affirmative Consent by Use. Your agreement to these Terms is a mandatory condition of access. By downloading, installing, accessing, browsing, creating an account, or interacting with any feature of the Service—including the act of "Connecting an Account"—you acknowledge that you have read, meticulously reviewed, and understood the entirety of these Terms. You hereby provide your express, irrevocable consent to be bound by every provision herein.

1.4 Mandatory Termination for Non-Agreement. If, at any point in the future, you find yourself unable or unwilling to comply with these Terms, or if you find any modification to these Terms to be unacceptable, your sole and exclusive remedy is to immediately cease all use of the Service and delete the Application from your device. Continued use of the Service following any update to these Terms constitutes your "de facto" acceptance of the modified agreement.

1.5 Eligibility & Age Representation. Use of the Service is strictly restricted to natural persons who are at least eighteen (18) years of age or the age of majority in their respective jurisdiction. You represent that you meet this requirement; any account created by a person under the age of 18 is a material breach of this contract and is subject to immediate termination without notice.

2. ARTIFICIAL INTELLIGENCE IDENTIFICATION & DATA ACCURACY DISCLAIMER

2.1 Nature of AI-Generated Content. The Service utilizes advanced, experimental Artificial Intelligence (“AI”) and Large Language Models (“LLMs”), including but not limited to Google Gemini, in conjunction with third-party proprietary databases such as Discogs. You acknowledge and agree that AI-generated content is inherently probabilistic, not factual. The Application may generate results that are inaccurate, incomplete, or entirely false—phenomena commonly referred to in the industry as “hallucinations.” The Company makes no representation, warranty, or guarantee, express or implied, regarding the reliability, accuracy, or validity of any identification, metadata, or information provided through the Service.

2.2 Third-Party Data Integration. Spinz acts as a conduit for information curated by third-party providers. You acknowledge that the Company has no control over the veracity of third-party datasets. Data regarding record pressings, matrix numbers, release dates, and artist credits may be subject to human error, archival gaps, or synchronization delays. The Company is not an agent of, nor affiliated with, these third-party providers, and any reliance on such data is done so strictly at your own peril.

2.3 Non-Expert Status & Prohibition of Commercial Reliance. * Informational Purpose Only: The Service is a digital tool for casual organizational and entertainment purposes only. It is not, and shall not be construed as, a professional appraisal service, a certified authentication service, or expert financial advice.

  • Commercial Exclusion: You are strictly prohibited from using the Service as the primary or sole basis for any civil, commercial, or high-value transactions. This includes, but is not limited to, the buying, selling, trading, or insuring of vinyl records.

  • Verification Obligation: Before entering into any transaction involving physical or digital assets, you have an affirmative duty to perform independent due diligence and seek professional, human verification of the item’s authenticity and value.

2.4 Explicit Assumption of Risk. By using the Service, you voluntarily and knowingly assume all risks associated with data inaccuracies. You recognize that identifying a "First Pressing" versus a "Repress" can involve minute physical details that AI and mobile cameras may fail to distinguish. Consequently, you agree that the Company shall have no liability for:

  • Misidentification: Financial or emotional loss resulting from an incorrect identification of a record's rarity or origin.

  • Market Metadata Errors: Decisions made based on incorrect "Currently For Sale" or "Sold" statistics provided by third-party APIs.

  • Technological Failures: Any errors resulting from low-light conditions, damaged record labels, or server-side latency that affect identification output.

2.5 Absolute Waiver of Claims. You hereby waive and release the Company, its developers, and its affiliates from any and all claims, causes of action, or damages arising out of your reliance on the Service’s identification capabilities. All risks, responsibilities, and liabilities arising from your commercial or personal activities performed in reliance on the Service shall be borne exclusively and entirely by you.

3. VALUATION, PRICE SUGGESTION, AND MARKET DATA DISCLAIMERS

3.1 Non-Binding Estimates and Predictive Modeling. Spinz may provide "Price Suggestions," "Market Values," "Estimated Worth," or other financial metrics (collectively, "Valuation Data"). You expressly acknowledge that Valuation Data is generated via automated algorithmic processing of historical, third-party sales data and real-time market snapshots. These figures are statistical probabilities, not absolute facts. Prices in the vinyl record market are highly volatile, subjective, and influenced by external factors (e.g., global demand, artist news, and physical condition) that the Application cannot fully account for or predict.

3.2 Explicit Denial of Professional Appraisal Status.

  • No Certified Valuation: You understand and agree that the Company is not a certified appraiser, financial advisor, or licensed broker. The Service does not provide professional appraisals that conform to the Uniform Standards of Professional Appraisal Practice (USPAP) or any other regulatory standard.

  • Informational Utility Only: Valuation Data is provided solely for your personal, private, and non-commercial organizational use. It is a "starting point" for research and is in no way a substitute for a physical inspection and evaluation by a human expert in the field of numismatics or music memorabilia.

3.3 Data Source and Accuracy Limitations. The Valuation Data is often pulled from third-party APIs (such as Discogs, eBay, or proprietary marketplaces). The Company does not verify the integrity of this external data. You acknowledge that:

  • Historical sales prices may include "outlier" transactions (e.g., autographed copies or fake sales) that skew the average.

  • The Application may fail to distinguish between different media grades (e.g., "Mint" vs "Good Plus"), which can result in valuation errors of several hundred percent.

  • There is a significant time-lag between a market shift and the update of Valuation Data within the Service.

3.4 Absolute Liability Cap and Waiver of Financial Claims.

  • Financial Loss: The Company, its affiliates, and its developers shall not be liable for any "loss of bargain," "loss of profit," or "economic loss" resulting from your reliance on Valuation Data. This includes, without limitation, situations where you sell a record for less than its actual market value ("Under-selling") or purchase a record for more than its actual market value ("Over-paying").

  • Condition Grading Risk: You acknowledge that the value of a vinyl record is almost entirely dependent on its physical condition (media and sleeve). Since the Application cannot physically "touch" or "hear" the record, any value provided is a generic estimate that may not apply to your specific physical copy.

3.5 Prohibition of Use in Disputes. You agree not to use the Valuation Data provided by Spinz as evidence in any legal proceeding, insurance claim, tax filing, or formal dispute with a third party. The Company expressly disclaims any responsibility for the consequences of such unauthorized use. Your use of the Service for any purpose involving the transfer of money or assets constitutes your agreement to hold the Company harmless from the financial outcome of that transaction.

4. ELIGIBILITY, AUTHORIZED USERS, AND COMPLIANCE

4.1 Strict Age Requirement and COPPA Compliance. The Service is intended solely for users who are eighteen (18) years of age or older, or the age of majority in their jurisdiction of residence. Spinz does not knowingly collect or solicit personal information from anyone under the age of 18. If you are under the age of 18, you are expressly prohibited from accessing, installing, or attempting to register for the Service. By using the Application, you represent and warrant that you meet this age requirement. If the Company discovers that a user is under the age of 18, we reserve the right to terminate the account and delete all associated data immediately and without notice.

4.2 Global Jurisdictional Compliance. Your access to and use of the Service is subject to all applicable international, national, state, and local laws and regulations. You represent and warrant that:

  • Sanctions and Export Control: You are not located in a country that is subject to a U.S. Government or Japanese Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country.

  • Prohibited Persons: You are not listed on any U.S. Government or Japanese Government list of prohibited or restricted parties (e.g., the Specially Designated Nationals list).

  • Legal Standing: You have the full right, power, and authority to enter into this Agreement and to perform your obligations hereunder.

4.3 Prohibition of Unlawful and Unauthorized Use. You agree that you will not use the Service for any purpose that is unlawful, fraudulent, or prohibited by these Terms. Prohibited activities include, but are not limited to:

  • Illegal Commerce: Using the Service to facilitate the sale of stolen property, counterfeit goods, or bootleg recordings.

  • Market Manipulation: Using the Service’s social or valuation features to engage in "pump and dump" schemes or other artificial manipulation of vinyl record market prices.

  • Automated Access: Accessing the Service via unauthorized automated means (e.g., scraping, "bots," or spiders) to harvest user data or metadata.

4.4 Verification and Identification. The Company reserves the right, but assumes no obligation, to verify your identity and eligibility at any time. This may include requesting proof of age or identity. Failure to provide such documentation upon request shall be grounds for the immediate suspension or termination of your access to the Service. You are solely responsible for ensuring that your use of the Service is compliant with the laws of the territory from which you are accessing the Application.

4.5 Account Responsibility. If you create an account, you are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify the Company immediately of any unauthorized use of your account. The Company shall not be liable for any loss or damage arising from your failure to comply with this security obligation.

This section defines the "boundaries" of the user’s sandbox. Without a robust expansion, a user might claim they have the right to "white-label" your AI logic, scrape your database for their own website, or even sue you when you revoke their access.

As your counsel, I have expanded this to explicitly protect your intellectual property, define "private use," and establish your absolute right to pull the plug at any time.

5. GRANT OF LIMITED, CONDITIONAL, AND REVOCABLE LICENSE

5.1 Scope of the License. Subject to your strict, ongoing compliance with these Terms and the timely payment of any applicable subscription fees, the Company hereby grants you a personal, limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to access and use the Service. This license is granted solely for your internal, private, and non-commercial enjoyment and organizational use. You acknowledge that this is a license to use, not a sale of the Application or any of the underlying Materials. All rights not expressly granted to you herein are reserved exclusively by the Company and its respective licensors.

5.2 Strict Prohibition of Commercial Exploitation. The license granted herein is strictly for personal use. You are expressly prohibited from using the Service, or any data derived therefrom (including but not limited to AI identifications, valuation metrics, or user-generated "Vault" data), for any commercial purpose or for the benefit of any third party. Prohibited commercial activities include, but are not limited to:

  • Using the Service to provide professional appraisal services to others for a fee;

  • Integrating the Service’s output into a commercial website, storefront, or third-party marketplace;

  • Using the Service to conduct "live-stream" auctions or professional retail inventory management without prior written authorization from the Company.

5.3 Restrictions on Reverse Engineering and Derivations. You shall not, and shall not permit any third party to:

  • Decompile, disassemble, reverse engineer, or attempt to reconstruct the source code, underlying ideas, or "Neural Recommendation" algorithms of the Service;

  • Modify, translate, or create derivative works based on any part of the Service;

  • Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices affixed to or contained within the Application. Any attempt to do so is a material breach of this Agreement and may subject you to civil and criminal prosecution under applicable intellectual property laws.

5.4 Reservation of Revocation Rights. The Company maintains the absolute, unilateral right to revoke this license at any time, for any reason or no reason, with or without notice. Reasons for revocation may include, but are not limited to, suspected fraudulent activity, violation of these Terms, or non-payment of subscription fees. Upon revocation or termination, your license to use the Service immediately ceases, and you must destroy all copies of the Application in your possession. The Company shall not be liable to you or any third party for the termination of this license.

5.5 Use of Materials and Proprietary Assets. The "Materials" (as defined in Section 6) are protected by worldwide copyright and trademark laws. This license does not grant you any right to use the Spinz name, logo, or branding for any purpose outside of the standard display of the Application on your mobile device. Any "caching," "scraping," or automated harvesting of the Materials for the purpose of training competing AI models or populating external databases is a violation of this license and will be prosecuted to the fullest extent of the law.

6. OWNERSHIP, INTELLECTUAL PROPERTY, AND PROPRIETARY RIGHTS

6.1 Absolute Ownership of Service and Materials. The Service, including the Application and all its constituent parts, is the exclusive property of the Company and its licensors. The visual interfaces, user experience (UX) design, graphical assets, interactive elements, compilation of data, underlying computer code (including source code and object code), and all other functional and aesthetic elements of the Service (collectively, the “Materials”) are protected by international and domestic copyright, trade dress, patent, and trademark laws, as well as trade secret protections and other intellectual property (“IP”) rights. Your use of the Service does not grant you any ownership interest in the Materials; rather, you possess only the narrow, limited license expressly defined in Section 5.

6.2 Proprietary Algorithms and Trade Secrets. You specifically acknowledge that the "Neural Recommendation" logic, the specific prompting architecture used to communicate with Large Language Models (LLMs), and the proprietary data-filtering algorithms used to identify vinyl records constitute confidential trade secrets of the Company.

  • Non-Disclosure of Logic: You shall not attempt to extract, "prompt-inject," or otherwise reverse-engineer the underlying logic used by Spinz to produce its outputs.

  • Protection of AI Tuning: Any unique "weights," "biases," or "tuning parameters" developed by the Company to optimize record identification are the sole property of the Company, and any attempt to replicate this logic for a competing service is a direct violation of this Agreement.

6.3 Trademark and Brand Identity Protection. “Spinz,” "Spinz Studios," the Spinz logo, and all associated slogans, brand colors, and stylized text are trademarks or registered trademarks of the Company.

  • Unauthorized Usage: You are strictly prohibited from using the Company’s trademarks in any manner that is likely to cause confusion among consumers or that disparages the Company.

  • Goodwill: Any goodwill generated from the use of the Company’s trademarks shall inure solely to the benefit of the Company.

  • Prohibition of "Squatting": You agree not to register or attempt to register any domain names, social media handles, or trademarks that are confusingly similar to the Company’s proprietary marks.

6.4 Database Rights and Metadata Compilation. While the raw facts of a record’s existence (e.g., artist name, tracklist) may be public domain, the specific arrangement, selection, and presentation of that metadata within the Spinz "Vault" or "Inbox" constitutes a "protected database" under applicable law.

  • Anti-Harvesting: You are prohibited from using any manual or automated system (including "scraping") to extract Spinz metadata for the purpose of creating a competing database or "training" a third-party AI model.

  • Derivative Works: The act of "screen-scraping" the Application to create a derivative service is strictly prohibited and constitutes a material breach of these Terms.

6.5 Feedback and Unsolicited Ideas. If you provide the Company with any feedback, suggestions, or ideas regarding the Service (“Feedback”), you hereby grant the Company an exclusive, perpetual, irrevocable, royalty-free, and worldwide license to use, modify, and commercialize such Feedback without any obligation to compensate you or credit you. You waive any "moral rights" in such Feedback and represent that the Feedback does not infringe on the rights of any third party. The Company shall be free to use any ideas, concepts, or techniques contained in such Feedback for any purpose whatsoever, including the development of new features or marketing strategies.

As your legal counsel, we need to treat User Content as a high-liability area. In a record-scanning app, users are essentially uploading photos of third-party intellectual property (album art) and potentially sensitive surroundings.

We must ensure that you have the right to process these images to train your AI while simultaneously shifting the "copyright infringement" risk from your company back onto the user.

7. USER-GENERATED CONTENT AND IMAGE UPLOADS

7.1 Definition of User Content. “User Content” refers to any and all information, data, and materials that you capture, upload, submit, or transmit through the Service. This includes, but is not limited to: photographic "scans" of vinyl record jackets and labels; images of matrix run-outs; text-based comments; "Buddy" messages; and collection data stored within your "Vault." You retain ownership of any intellectual property rights that you hold in that User Content, subject to the expansive license granted to the Company below.

7.2 Comprehensive Prohibited Content Standards. You are strictly prohibited from utilizing the Service to capture, upload, or transmit any image or data that:

  • Illegal or Offensive: Contains obscenity, pornography, explicit sexual content, graphic violence, or promotes illegal acts.

  • Infringing: Violates the trademark, copyright, or intellectual property rights of any third party (excluding the standard, non-commercial use of the Service to identify legally owned physical media).

  • Privacy Violations: Captures the likeness, private property, or personal identifying information (PII) of others without their express, written consent.

  • Malicious: Contains software viruses, "Easter eggs," or any code designed to interrupt or damage the functionality of the Application. The Company reserves the right, but assumes no obligation, to pre-screen, flag, or remove any User Content that violates these standards.

7.3 Expansive License to the Company. By submitting User Content to the Service, you hereby grant the Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to host, store, use, display, reproduce, modify, and distribute said content.

  • AI Training and Optimization: You specifically agree that the Company may use your scans and identifications to "train," "tune," and improve our proprietary machine learning models and Neural Recommendation logic.

  • Service Maintenance: This license exists for the purpose of operating, developing, providing, and improving the Service, and to research and develop new technologies.

  • Privacy Limitation: Notwithstanding the above, the Company will not publicly display or sell your personal, non-identifying photos for third-party marketing purposes without your express, affirmative consent.

7.4 Representations and Warranties of the User. You represent and warrant that:

  1. You own the User Content or have all necessary rights, licenses, and consents to grant the Company the license described in Section 7.3.

  2. The capture and upload of your User Content does not violate any local laws or the privacy rights of any third party.

  3. You are solely responsible for the quality and legality of the images you scan; the Company shall not be liable for any legal repercussions arising from your decision to photograph sensitive or prohibited materials.

7.5 Indemnification for Content Violations. You agree to indemnify and hold the Company harmless from any third-party claims, damages, or legal fees (including attorney's fees) arising from User Content that you upload. This includes, without limitation, claims of copyright infringement regarding album artwork or privacy claims from individuals captured in the background of your scans.

7.6 Removal and Termination of Content. The Company reserves the absolute right to delete or remove any User Content from its servers at any time, with or without notice, for any reason—including, but not limited to, the violation of these Terms or to comply with a DMCA (Digital Millennium Copyright Act) take-down notice. You are solely responsible for maintaining your own backups of your "Vault" and collection data; the Company is not a storage or "backup" service and shall have no liability for the loss of any User Content.

8. SUBSCRIPTIONS, BILLING, AND IN-APP PURCHASES

8.1 Subscription Tiers and Service Levels. Spinz may offer various service tiers, including a free "Basic" version and various "Premium" or "Collector" paid subscriptions (collectively, "Subscriptions"). The specific features, scan limits, and social capabilities for each tier are detailed within the Application and are subject to change at the Company’s sole discretion. While the Company will endeavor to provide notice of any material changes to subscription benefits, you acknowledge that the Service is dynamic and that features may be added, modified, or removed to maintain the integrity and security of the platform.

8.2 Billing and Third-Party Payment Processing. All financial transactions for Subscriptions, including one-time purchases or recurring fees, are processed exclusively through the Apple App Store and the payment method associated with your Apple ID. You acknowledge and agree that:

  • Contract with Apple: Your payment transaction is a contract between you and Apple, Inc. The Company does not collect, store, or process your credit card information or bank details.

  • Auto-Renewal: Subscriptions are billed on a recurring basis (e.g., monthly or annually) and will automatically renew at the end of each billing period unless you disable auto-renewal through your Apple ID settings at least 24 hours prior to the end of the current period.

  • Price Changes: The Company reserves the right to adjust subscription pricing. Any price changes will be communicated via the Application or the email associated with your account, and such changes will apply to the next billing cycle following the notice.

8.3 Refund Policy and Dispute Resolution. You expressly acknowledge that the Company does not have the technical or legal authority to issue refunds directly for any transactions processed through the Apple App Store.

  • Mandatory Refund Protocol: All requests for refunds, credits, or billing corrections must be directed to Apple Support. The governing terms for such refunds are Apple’s Media Services Terms and Conditions.

  • Finality of Sales: To the maximum extent permitted by applicable law, all purchases are final and non-refundable by the Company. In the event of a service outage or technical failure, your sole remedy is to contact Apple for a potential adjustment.

  • No Prorated Refunds: If you cancel your subscription mid-cycle, you will continue to have access to the Premium features until the end of the current billing period; however, you will not be entitled to a prorated refund of any portion of the subscription fee paid for that period.

8.4 Taxes and Currency. Subscription prices may be subject to applicable taxes (including but not limited to Sales Tax, VAT, or Japanese Consumption Tax) as determined by the jurisdiction of your Apple ID. Apple is responsible for the collection and remittance of these taxes. You are responsible for all charges, including currency conversion fees, imposed by your bank or credit card issuer in connection with your purchase.

8.5 Termination for Non-Payment. The Company reserves the right to immediately suspend or terminate your access to Premium features if your payment is declined, charged back, or otherwise fails. Use of the Service following a failed payment constitutes a breach of these Terms. If you believe your account has been suspended in error, you must first verify your billing status with Apple before contacting Spinz Support.

9. PROHIBITED CONDUCT AND USE RESTRICTIONS

9.1 Automated Access and Data Harvesting. You are strictly prohibited from using any "robot," "spider," "scraper," "offline reader," or any other automated system or software to access the Service for any purpose. This includes, without limitation:

  • Bypassing Limitations: Using scripts or bots to bypass scan limits, daily search quotas, or paywalls established by the Company.

  • Database Scraping: Harvesting, "mining," or extracting metadata, user profiles, "Vault" collections, or AI-generated identifications from the Application for use in any other database, website, or AI training model.

  • Impersonation of Traffic: Generating "ghost" traffic or artificial engagement through automated means to manipulate social metrics or the "Spinz" trending record algorithms.

9.2 Interference with Security and Integrity. You shall not, and shall not attempt to, circumvent or disable any security-related features of the Service. Prohibited actions include:

  • Digital Trespass: Attempting to gain unauthorized access to the Company’s servers, private user accounts, or the "Neural Recommendation" back-end architecture.

  • Feature Circumvention: Disabling or interfering with features that prevent or restrict the use or copying of any Materials or User Content.

  • Reverse Engineering of Security: Probing, scanning, or testing the vulnerability of the Application’s API or network, or breaching any security or authentication measures without express written authorization from the Company.

9.3 Infrastructure Integrity and Performance. You agree not to take any action that imposes, or may impose—in our sole discretion—an unreasonable or disproportionately large load on the Company’s infrastructure or server environment. This includes:

  • Denial of Service (DoS): Engaging in any activity that intentionally overburdens or "floods" the Service with requests to slow or crash the Application.

  • Spam and Malware: Uploading or transmitting any data that contains software viruses, Trojan horses, worms, or any other computer code designed to interrupt, destroy, or limit the functionality of any computer software or hardware.

  • Interference with Enjoyment: Using the Service in any manner that interferes with any other user’s ability to use or enjoy the Application, including the "Buddy" social features and live listening feeds.

9.4 API Misuse and Third-Party API Violations. The Service integrates with third-party APIs (including Google and Discogs). You are prohibited from:

  • API Extraction: Attempting to extract the API keys used by Spinz to facilitate its identification logic.

  • Indirect Violations: Using Spinz in a way that causes the Company to violate the terms of service of our third-party data providers.

  • Man-in-the-Middle Attacks: Using proxies or network-sniffing tools to intercept data between the Application and its servers.

9.5 Enforcement and Legal Recourse. The Company reserves the right to investigate and prosecute violations of any of the above to the fullest extent of the law. This may involve cooperation with law enforcement authorities. You acknowledge that a breach of this Section 9 causes irreparable harm to the Company, for which monetary damages may be inadequate, and you consent to the Company seeking injunctive relief to stop such unauthorized activities.

10. TERMINATION, SUSPENSION, AND MODIFICATION OF SERVICE

10.1 Unilateral Right to Terminate. The Company reserves the absolute and unilateral right, in its sole and unfettered discretion, to terminate your account, restrict your access to the Service, or delete your "Buddy" profile at any time, for any reason or for no reason at all, with or without prior notice or explanation. You acknowledge and agree that the Company shall have no liability to you or any third party for any such termination or restriction of access.

10.2 Grounds for Termination with Cause. While the Company may terminate access for "no reason," specific grounds for immediate termination with cause include, but are not limited to:

  • Material Breach: Any violation of these Terms, the Privacy Policy, or other incorporated agreements.

  • Legal Compliance: Requests by law enforcement or other government agencies.

  • Technical Issues: Unexpected technical or security issues or problems that threaten the integrity of the Application.

  • Fraudulent Activity: Engagement by you in fraudulent, illegal, or harassing activities, including the manipulation of market data or the bypass of "Spinz" security protocols.

  • Non-Payment: Failure to pay any fees owed by you in relation to the Service (e.g., failed subscription renewals).

10.3 Effect of Termination and Data Deletion. Upon termination of your account, your right to use the Service ceases immediately. You acknowledge that:

  • Vault Access: You will lose all access to your "Vault," record collection data, and identified metadata. The Company is under no obligation to provide you with a "dump" or export of your data following termination.

  • Social Presence: Your profile will be removed from the "Buddy" feed and social features.

  • Content Retention: The Company may, at its discretion, retain certain User Content (such as record scans used for AI training) in an anonymized format, as permitted under the license granted in Section 7.3.

  • No Refunds: Termination of your account does not entitle you to a refund for any unused portion of a subscription period.

10.4 Survival of Terms. Even after your access to the Service is terminated or you delete the Application, the provisions of these Terms that by their nature should survive will remain in full force and effect. This includes, without limitation: Ownership and Proprietary Rights (Section 6), Disclaimers and No Warranties (Section 11), Limitation of Liability (Section 12), Indemnification (Section 13), and Disputes & Arbitration (Section 14).

10.5 Modification or Discontinuance of Service. The Company reserves the right at any time to modify, suspend, or discontinue—temporarily or permanently—the Service (or any part thereof) with or without notice. You agree that the Company will not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service. This "As-Is" nature of the software is a fundamental pillar of this Agreement.

11. DISCLAIMERS; NO WARRANTIES

11.1 Absolute "As-Is" and "As-Available" Use. You expressly understand and agree that your use of the Service is at your sole and exclusive risk. The Service, including all Materials, AI-generated identifications, metadata, and social features, is provided on an "AS IS" and "AS AVAILABLE" basis. The Company, its subsidiaries, affiliates, and licensors expressly disclaim all warranties, representations, and conditions of any kind, whether express, implied, or statutory.

11.2 Comprehensive Disclaimer of Implied Warranties. To the maximum extent permitted by applicable law, the Company specifically disclaims:

  • Merchantability: Any implied warranty that the Service is of "average quality" or fit for the ordinary purposes for which such services are used.

  • Fitness for a Particular Purpose: Any warranty that the Service will meet your specific requirements (e.g., that it will accurately catalog a 10,000-unit collection for insurance purposes).

  • Non-Infringement: Any warranty that the use of the Service or the display of album artwork does not infringe upon the intellectual property rights of third parties.

  • Accuracy and Reliability: Any warranty regarding the results that may be obtained from the use of the Service or the accuracy of any market valuation data.

11.3 Performance and Security Disclaimers. The Company makes no warranty, and specifically disclaims any obligation, that:

  • The Service will be uninterrupted, timely, secure, or error-free.

  • The quality of any products, services, information, or other material purchased or obtained by you through the Service (including third-party record sales) will meet your expectations.

  • Any errors in the software, algorithms, or Neural Recommendation logic will be corrected.

  • The Service, its servers, or any emails sent from the Company are free of viruses or other harmful components.

11.4 Disclaimer of Harm to Equipment. Any material downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk. You will be solely responsible for any damage to your computer system, mobile device, turntable equipment, or physical media (records), as well as any loss of data that results from the download or use of such material or the Application itself.

11.5 No Oral or Written Advice. No advice or information, whether oral or written, obtained by you from the Company or through the Service shall create any warranty not expressly stated in these Terms. You acknowledge that you have not relied on any representation or warranty made by the Company or any other person on the Company’s behalf, except as specifically provided in these Terms.

11.6 Jurisdictional Variations. Some jurisdictions (such as certain states in the US or Japan’s Consumer Contract Act) do not allow the exclusion of certain warranties. In such jurisdictions, the disclaimers above shall apply to the maximum extent permitted by the laws of that specific territory. If any part of this Section 11 is held to be invalid, the remainder shall remain in full force and effect.

12. LIMITATION OF LIABILITY

12.1 Comprehensive Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, in no event and under no legal theory (including, without limitation, tort, contract, strict liability, or negligence) shall the Company, its founders, employees, officers, directors, or affiliates be liable to you or any third party for any special, indirect, incidental, consequential, punitive, or exemplary damages of any kind. This exclusion remains in effect even if the Company has been advised of the possibility of such damages.

12.2 Specific Categories of Excluded Losses. You expressly agree that the Company shall not be liable for any loss or damage arising from:

  • Lost Profits and Revenue: Any financial gain you anticipated but did not realize, including "lost flips," failed record store transactions, or undervalued sales based on Application metadata.

  • Loss of Data and Content: The corruption, deletion, or loss of your "Vault" collection, buddy lists, or scanned image history.

  • Service Interruptions: Any inability to access the Service during critical market events or "drop" windows for rare releases.

  • Cost of Substitute Goods: The cost of procuring alternative software or services due to the failure or inadequacy of the Application.

  • Reputational Harm: Any damage to your standing within the vinyl community or "Buddy" network resulting from your use of the Service.

12.3 The Absolute Liability Cap. Notwithstanding anything to the contrary contained herein, the Company’s cumulative, aggregate liability to you for any and all claims, disputes, or causes of action—regardless of the form of action—shall be strictly limited to the greater of:

  1. The total amount of fees (e.g., subscription payments) actually paid by you to the Company for the use of the Service during the six (6) months immediately preceding the event giving rise to the claim; or

  2. One Hundred United States Dollars ($100.00 USD). The existence of more than one claim will not enlarge this limit. You acknowledge that if no fees have been paid to the Company, your sole remedy shall be to cease using the Service and delete your account.

12.4 Risk Allocation as a Basis of Bargain. You acknowledge and agree that the Company has set its prices and offered the Service in reliance upon the limitations of liability and disclaimers of warranties set forth in these Terms. These provisions form an essential basis of the bargain between you and the Company. You agree that the limitations of liability specified in this Section 12 will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

12.5 Force Majeure. The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages from third-party APIs (e.g., Google Gemini or Discogs), or failures of internet service providers.

12.6 Jurisdictional Limitation. Some jurisdictions do not allow the exclusion or limitation of certain damages, such as liability for death or personal injury caused by negligence or for fraudulent misrepresentation. In such jurisdictions, the liability of the Company shall be limited to the maximum extent permitted by the law of that territory.

13. INDEMNIFICATION AND HOLD HARMLESS AGREEMENT

13.1 Duty to Defend and Indemnify. You agree to indemnify, defend, and hold harmless the Company, its parent companies, subsidiaries, affiliates, officers, directors, employees, consultants, agents, and licensors (collectively, the "Indemnified Parties") from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from:

  • Your Misuse of the Service: Any unauthorized use of the Application, including attempts to "jailbreak" the software or bypass scan limits.

  • Breach of Terms: Your violation of any provision of these Terms, the Privacy Policy, or any applicable law or regulation.

  • Content Infringement: Any claim that your User Content (including record scans or profile images) infringes or misappropriates the intellectual property, privacy, or publicity rights of a third party.

  • User Interactions: Any disputes or "offline" interactions occurring between you and another user of the Service (e.g., a "Buddy").

13.2 Procedures for Indemnification. In the event of a claim that falls under this Section 13, the Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. However, this does not relieve you of your financial obligation to reimburse the Company for such defense.

  • Cooperation: You agree to cooperate fully with the Company’s defense of such claims.

  • Settlement Restrictions: You shall not settle any claim that involves the Company or its Indemnified Parties without our prior written consent. The Company will make reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

13.3 Specific "Spinz" Risk Indemnity. Because the Service facilitates the identification and potential trading of physical goods, you specifically agree to indemnify the Company against any claims arising from:

  • Counterfeit Goods: Claims that you used the Service to identify, promote, or sell counterfeit or "bootleg" vinyl records.

  • Market Misrepresentation: Claims from third parties who relied on market data or "Vault" information you shared publicly through the Service.

  • Physical Harm: Claims arising from any physical meetings or transactions facilitated by the "Buddy" or social features of the Application.

13.4 Limitation of Company's Contribution. You agree that your obligation to indemnify the Company applies regardless of whether the Company’s own negligence (whether sole, joint, or concurrent), gross negligence, or strict liability contributed to the loss, except to the extent that the loss was caused by the Company’s willful misconduct.

13.5 Survival of Obligations. Your indemnification obligations under this Section 13 will survive the termination of your account, the deletion of the Application, and the expiration of these Terms. This ensures that if a lawsuit is filed a year after you stop using Spinz for something you did while you were a user, you are still financially responsible for the defense.

14. DISPUTE RESOLUTION, BINDING ARBITRATION, AND CLASS ACTION WAIVER

14.1 Mandatory Informal Resolution. Before initiating any formal legal proceeding, you and the Company agree to first attempt to resolve the dispute informally. You must provide a written "Notice of Dispute" to Spinz Studios, LLC / support@spinzvinyl.com describing the nature of the claim and the specific relief sought. Both parties agree to negotiate in good faith for a period of no less than sixty (60) days. Only after this sixty-day period has elapsed without a resolution may either party initiate binding arbitration as described below.

14.2 Agreement to Binding Arbitration. If a dispute is not resolved through informal negotiations, it shall be finally and exclusively resolved by binding arbitration. You acknowledge that by agreeing to arbitration, you are waiving your right to a trial by jury and your right to have a judge decide your case in a court of law.

  • Administrator: The arbitration shall be administered by the American Arbitration Association (AAA) or the International Centre for Dispute Resolution (ICDR) in accordance with their applicable Commercial Arbitration Rules.

  • Scope: This agreement to arbitrate applies to all claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, arising out of or relating to your use of the Spinz Application.

14.3 Class Action and Jury Trial Waiver. THIS IS A CRITICAL PROVISION. PLEASE READ CAREFULLY.

  • Individual Capacity: You agree that you may bring claims against the Company only in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

  • No Consolidation: The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

  • Waiver of Jury: You and the Company both waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury.

14.4 Governing Law and Venue - Governing Law: These Terms and any dispute arising from them shall be governed by, construed, and enforced in accordance with the laws of the State of Oregon, USA, without regard to its conflict of law principles.

  • Seat of Arbitration: The seat and venue of the arbitration shall be Portland, Multnomah County, Oregon. You hereby irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Portland, Oregon, for any litigation allowed under these Terms (such as to compel arbitration or to enforce an arbitration award).

14.5 Fees and Costs. Each party shall bear its own costs and attorneys' fees in the arbitration; however, if the Company prevails, you agree to reimburse the Company for all reasonable attorneys' fees and arbitration costs incurred in the defense of the claim, as permitted under the Indemnification provisions (Section 13) of these Terms. If the arbitrator finds that the substance of your claim or the relief sought was frivolous or brought for an improper purpose, the payment of all fees will be governed by the AAA/ICDR Rules.

14.6 Small Claims Court Exception. Notwithstanding the above, either party may bring an individual action in small claims court in Multnomah County, Oregon, provided the claim falls within the jurisdictional limits of that court and does not seek any equitable or injunctive relief.

15. APPLE APP STORE MANDATORY PROVISIONS AND DISCLAIMERS

15.1 Acknowledgment of Parties. You and the Company acknowledge that these Terms are concluded solely between you and the Company, and not with Apple, Inc. (“Apple”). As between the Company and Apple, the Company is solely responsible for the Spinz Application and the content thereof. To the extent these Terms provide for usage rules that are less restrictive than the Usage Rules set forth for Licensed Applications in the Apple Media Services Terms and Conditions, or are otherwise in conflict with such terms, the more restrictive Apple terms shall govern and take precedence.

15.2 Absence of Maintenance and Support. You acknowledge that Apple has absolutely no obligation whatsoever to furnish any maintenance, technical support, or updates with respect to the Application. Any support requests, bug reports, or service inquiries regarding Spinz must be directed solely to the Company at the contact information provided in Section 16. You agree that Apple will not be responsible for any downtime, server issues, or data loss occurring within the Application.

15.3 Product Claims and Liability. The Company, not Apple, is responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to:

  • Product Liability Claims: Any claim that the Application failed to perform as described or caused incidental damage.

  • Regulatory Compliance: Any claim that the Application fails to conform to any applicable legal or regulatory requirement (e.g., privacy laws in Oregon or Japan).

  • Consumer Protection: Any claims arising under consumer protection, privacy, or similar legislation, including in connection with the Application’s use of the HealthKit or HomeKit frameworks (if applicable).

15.4 Intellectual Property Rights. You and the Company acknowledge that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, the Company, and not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim. You agree to notify the Company immediately upon becoming aware of any such claim.

15.5 Warranty Disclaimer and Apple’s Liability Limit. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the Company's sole responsibility.

15.6 Third-Party Beneficiary Status. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. This means that while Apple is not a "party" to the contract, they have the legal standing to sue you if you violate these terms in a way that harms Apple’s ecosystem.

16. Contact Information

Spinz Studios Address: Portland, OR USA Email: support@spinzvinyl.com