Terms of Use
1. These Terms
SpreadLabs (the "Platform") is a cross-exchange analytics service for cryptocurrency perpetual futures markets. It collects, normalises and displays funding rates, price spreads, open interest, volume and derived metrics across multiple trading venues and instruments.
These Terms of Use ("Terms") govern your access to and use of spreadlabs.io, its subdomains, and any associated services, data displays, notifications and interfaces we make available (together, the "Service").
The Service is operated by MERCURY SOLUTIONS LLC, a limited liability company incorporated under the laws of Ukraine ("we", "us", "our"). Our full company details and contact information are set out in clause 17.
"You" means the person accessing or using the Service, whether or not you hold an Account.
You do not need an Account to view the public areas of the Platform. These Terms apply to you from the moment you access the Platform, whether you register or not. By creating an Account, accessing the Platform, or using any part of the Service, you confirm that you have read these Terms and agree to be bound by them. If you do not agree, you must not use the Service.
These Terms distinguish between Consumers and Business Users. Several protections in these Terms — in particular the withdrawal right in clause 9.2 and the jurisdiction carve-out in clause 23.4 — apply only to Consumers. See clause 25.10.
Our Privacy Policy, which includes our use of cookies, is incorporated into these Terms by reference. Where we make an API available, access to it is governed by separate API Terms of Use which supplement these Terms; in the event of conflict, those API Terms prevail in respect of API access.
2. Definitions
"Account" — the registered user account through which you access the Service.
"Alert Bot" — the SpreadLabs notification bot operated by us and delivered over Telegram, available as a Pro Plan feature.
"Business User" — any person using the Service wholly or mainly for purposes relating to their trade, business, craft or profession.
"Consumer" — an individual using the Service wholly or mainly outside their trade, business, craft or profession.
"Free Tier" — the level of access available without payment, including access to public areas of the Platform without an Account.
"Indemnified Parties" — us, together with our affiliates, officers, employees, contractors, agents, representatives and licensors.
"Paid Plan" — the Pro Plan or any other subscription level requiring payment.
"Pro Plan" — our paid subscription tier.
"Referral Credit" — free days of Pro Plan access granted under the referral programme described in clause 8.9.
"Platform Data" — all market data, metrics, indices, calculations, aggregations, rankings, signals and derived values displayed through the Service.
"Subscription Period" — the term for which a Paid Plan is purchased.
"Third-Party Venue" — any cryptocurrency exchange, trading venue or data source from which we obtain or derive Platform Data.
"Your Content" — configurations you create and store on the Service, including watchlists, saved filters, custom widgets, dashboard layouts and alert settings.
3. What the Service is — and what it is not
3.1 An analytics and information tool
The Service collects, aggregates, normalises and displays publicly available market data from Third-Party Venues, together with metrics we derive from that data.
The Service includes the Platform, the Alert Bot, and any notification, sharing or export features we make available.
3.2 We do not execute trades
We do not execute, route, transmit, place, cancel or otherwise handle orders. We do not hold, custody, transfer or control any funds, digital assets or other property belonging to you. We do not require, request or store exchange API keys, private keys, seed phrases or wallet credentials, and you must never provide them to us.
3.3 We do not provide financial advice
Nothing on the Platform is investment advice, financial advice, trading advice, a recommendation, a solicitation, or an offer to buy or sell any financial instrument, digital asset or derivative.
Platform Data is impersonal, factual and generic. It is not tailored to your circumstances, objectives, financial situation, risk tolerance or needs, and we do not assess suitability or appropriateness for you. We do not act as your broker, dealer, investment adviser, portfolio manager, fiduciary or agent, and no such relationship arises from your use of the Service.
Any decision you make on the basis of Platform Data is your decision alone, made at your own risk. You are solely responsible for evaluating the merits and risks of any transaction you enter into.
3.4 Alerts and notifications are not signals
Where you enable alerts — through the Platform, by email, or through the Alert Bot — those alerts report that a threshold or condition you configured has been observed in the data. They are automated, impersonal notifications. They are not trading signals, recommendations, or advice, and they are not a prompt to act. You choose the conditions; we report whether the data met them.
Alert delivery depends on systems we do not control, including Telegram and email infrastructure. We do not guarantee that any alert will be delivered, delivered on time, or delivered at all. Do not rely on an alert arriving. Missed, delayed or duplicated alerts are not a breach of these Terms and do not entitle you to any refund.
4. Assumption of risk
By using the Service you acknowledge and accept the following risks. This section applies whether you use the Free Tier or a Paid Plan.
4.1 Trading risk
Trading in cryptocurrency perpetual futures and other leveraged derivatives carries a high level of risk, including the risk of losing more than your initial capital. Positions may be liquidated without warning. Funding rates, spreads and other metrics change continuously and may move against you at any time.
4.2 Historical data is not predictive
Historical values, averages, consistency scores, stability measures and any other backward-looking metric describe what has already happened. They are not forecasts and are not indicative of future values.
4.3 Displayed opportunities may not be executable
Apparent spreads, funding differentials and arbitrage opportunities displayed on the Platform describe observed relationships between published data points. They do not account for your fees, slippage, order book depth, borrowing costs, margin requirements, withdrawal limits, transfer times or venue-specific restrictions. An opportunity shown on the Platform may be unavailable, unprofitable after costs, or may disappear before you can act on it.
4.4 Third-Party Venue risk
Third-Party Venues may suspend trading, delist instruments, change funding mechanics, alter settlement intervals, restrict withdrawals, suffer outages, be hacked, or become insolvent. We have no control over them, no advance notice of their actions, and no responsibility for them.
4.5 Data risk
Platform Data may be delayed, stale, incomplete, mis-normalised or wrong. Third-Party Venue endpoints may rate-limit us, change format without notice, or publish incorrect values which we then display. See clause 15.
4.6 Technology risk
The Service may be disrupted or degraded by cyber-attack, surges in activity, malicious code, infrastructure failure, or the unavailability of upstream providers.
4.7 Cryptocurrency payment risk
Payments to us are made in cryptocurrency. Blockchain transactions are irreversible. Misdirected, underpaid, overpaid, late or wrong-network payments may be unrecoverable. Asset values fluctuate. See clause 8.
4.8 Regulatory risk
The legal and regulatory treatment of cryptocurrency, derivatives and related services varies by jurisdiction and is subject to change. Changes may affect the availability of the Service, of Third-Party Venues, or of instruments displayed on the Platform.
We disclaim any ongoing obligation to notify you of all potential risks of using the Service. You agree to accept these risks and that you will not seek to hold any Indemnified Party responsible for any resulting losses.
5. Eligibility
To use the Service you must:
(a) be at least 18 years old;
(b) have the legal capacity to enter into a binding contract;
(c) not be located in, ordinarily resident in, or accessing the Service from a Restricted Jurisdiction (clause 6); and
(d) not be a person or entity subject to sanctions administered by the United Nations, the European Union, the United States, the United Kingdom or Ukraine, nor owned or controlled by any such person or entity.
These requirements apply whether or not you hold an Account. Where you browse the Platform without registering, we have no practical means of verifying your age or location, and you accept sole responsibility for confirming that you meet these requirements before using the Service.
The Service is not directed at children. We do not knowingly collect information from anyone under 18. If we learn that an Account belongs to a person under 18, we will close it.
6. Restricted jurisdictions
You may not access or use the Service if you are located in, ordinarily resident in, or a national of:
- the Russian Federation
- the Republic of Belarus
- the Islamic Republic of Iran
- the Democratic People's Republic of Korea
- the Syrian Arab Republic
- the Republic of Cuba
- the temporarily occupied territories of Ukraine, including the Autonomous Republic of Crimea and the city of Sevastopol, and the temporarily occupied areas of the Donetsk, Luhansk, Zaporizhzhia and Kherson regions
- any other territory subject to comprehensive sanctions from time to time
(each a "Restricted Jurisdiction").
By using the Service you represent and warrant that none of the above applies to you, and that you will not use the Service through a VPN, proxy or other means intended to disguise your location.
We may block access from Restricted Jurisdictions by technical means, but we do not perform identity verification and cannot guarantee the accuracy of geolocation. Compliance with this clause is your responsibility. We may suspend or terminate any Account we reasonably believe to be in breach, without notice and without refund.
7. Accounts
7.1 An Account is not always required
You may view the public areas of the Platform without registering. An Account is required to save configurations, to use the Alert Bot, and to hold a Paid Plan. This clause 7 applies to Account holders.
7.2 Registration
You register using an email address and a password. You must provide accurate information and keep it current. One person may hold one Account. Accounts may not be shared, sold, transferred, rented or made available to any third party.
7.3 Security
You are responsible for keeping your credentials confidential and for all activity under your Account. Choose a strong, unique password. Notify us immediately if you suspect unauthorised access.
We are not liable for any loss arising from unauthorised use of your Account where that use results from your failure to keep your credentials secure.
7.4 Contact details
We send service communications — including renewal reminders, payment confirmations and notices under these Terms — to the email address on your Account. It is your responsibility to keep that address valid and monitored.
8. Plans, subscriptions and billing
8.1 Free Tier and Pro Plan
We offer two levels of access:
Free Tier — available without payment, and in part without an Account.
Pro Plan — our paid subscription. The Pro Plan unlocks additional depth, convenience features, history and the Alert Bot.
Features included in each level are described on our pricing page and may change in accordance with clause 13.
We do not gate the accuracy of Platform Data or the range of venues covered behind the Pro Plan. Both levels see the same underlying data across the same venues.
The Pro Plan is offered in the following Subscription Periods:
- Monthly — one (1) month
- Quarterly — three (3) months
- Annual — twelve (12) months
Prices for each Subscription Period are shown on our pricing page. The price shown there is the total price payable, exclusive of network and gas fees (clause 8.3(b)). Where the price on the pricing page differs from any price shown elsewhere, the pricing page governs.
8.2 Payment method
Payments are processed in cryptocurrency through our payment provider, NOWPayments. We do not accept card or bank payments and we do not receive or store your payment credentials.
Your use of NOWPayments is subject to their own terms and privacy policy. We are not responsible for the acts, omissions, availability or security of NOWPayments or of any blockchain network.
8.3 How crypto payment works
When you purchase or renew a Paid Plan, an invoice is generated specifying an amount, an accepted asset and network, a destination address, and a validity window. The validity window applicable to your invoice is displayed to you at the time of payment.
You are responsible for:
(a) sending the exact amount specified, in the specified asset, on the specified network, within the validity window;
(b) all network, gas and exchange fees, which are additional to the invoice amount; and
(c) ensuring the destination address is copied correctly.
Underpayments, overpayments, payments made after the invoice expires, payments sent on the wrong network, and payments sent to an incorrect address may be unrecoverable. We will make reasonable efforts to assist, but we cannot reverse blockchain transactions and we do not guarantee recovery of misdirected funds.
Your Paid Plan activates when the payment provider confirms settlement. Confirmation times depend on the network and are outside our control.
8.4 Pricing and currency
Prices are displayed on our pricing page. Prices may be quoted in a fiat reference currency and converted to the payable crypto amount at the rate applied by the payment provider at invoice generation. The invoiced crypto amount is fixed for the validity window of that invoice; movements in asset value during that window are at your risk.
8.5 Renewal
Paid Plans do not auto-debit. Because settlement is in cryptocurrency, we cannot charge you automatically.
Instead:
(a) we will send a renewal reminder to your Account email at least one (1) day before the end of your current Subscription Period;
(b) to continue on your Paid Plan, you must complete a new payment before the Subscription Period ends;
(c) if payment is not received and settled before the Subscription Period ends, your Account will revert to the Free Tier at the end of that period.
Reverting to the Free Tier does not delete your Account or Your Content, but access to Paid Plan features will cease.
8.6 Cancellation
There is nothing to cancel. Simply do not renew. You may also close your Account at any time from your account settings or by contacting us.
Where a Subscription Period has been paid for, closing your Account before the end of that period does not entitle you to any refund, subject to clause 9.
8.7 Price changes
We may change our prices. Any change applies from your next Subscription Period. We will publish changes on the pricing page. Because each Subscription Period is separately purchased, you always see the applicable price before you commit to it.
8.8 Failed or disputed settlement
If a payment is reversed, fails to settle, or is later found to be invalid, we may suspend or downgrade your Account until the position is resolved.
8.9 Referral programme
We may operate a referral programme under which you can earn Referral Credit — free days of Pro Plan access — by referring other users, and under which users you refer may receive a benefit on their first purchase.
The following apply to all Referral Credit:
(a) Referral Credit has no cash value. It cannot be redeemed, exchanged, refunded or converted into money or any digital asset, and it cannot be transferred to another Account.
(b) Referral Credit extends the duration of Pro Plan access. It does not reduce the price of any purchase and does not entitle you to a refund of any payment already made.
(c) Self-referral is prohibited. You may not refer yourself, create additional Accounts to generate Referral Credit, or use false or automated means to obtain it.
(d) We may withhold, reverse or cancel Referral Credit, and may suspend or close any Account, where we reasonably believe the programme has been abused, manipulated or used in breach of these Terms.
(e) We may change, suspend or end the referral programme at any time. Referral Credit already applied to your Account at that time will be honoured for its remaining duration.
(f) Where a period of Pro Plan access is provided through Referral Credit rather than payment, no payment has been made in respect of that period, and the refund and withdrawal provisions in clause 9 do not apply to it.
(g) A referral is attributed only where the referred person registers during the same visit in which they follow your referral link. We do not track visitors between visits for this purpose. If a person follows your link, leaves, and later registers by another route, the referral will not be attributed and no Referral Credit arises. We are not liable for referrals that are not attributed, and we do not attribute them retrospectively.
Where we publish separate Referral Programme Terms, those terms supplement this clause and prevail in respect of the programme in the event of conflict.
9. Refunds
9.1 General rule
All payments are final and non-refundable. Subscription Periods are sold as a whole. We do not provide refunds, credits or pro-rata reimbursement for:
- unused portions of a Subscription Period
- Account closure or downgrade before the end of a Subscription Period
- suspension or termination for breach of these Terms
- dissatisfaction with Platform Data, metrics, features or performance
- trading losses, missed opportunities or decisions taken in reliance on the Service
- interruptions, downtime or unavailability of the Service or of any Third-Party Venue
- your failure to use the Service during a Subscription Period
- any period of access provided through Referral Credit rather than payment
- missed, delayed or undelivered alerts
9.2 Statutory withdrawal right — consumers in the EU and UK
If you are a Consumer resident in the European Union or the United Kingdom, you have a statutory right to withdraw from a distance contract within 14 days of entering into it, without giving a reason.
If you withdraw within 14 days of purchase, we will refund you in full. You do not need to give a reason, and you are not charged for the period you used.
To withdraw, contact us within 14 days of purchase stating that you wish to withdraw. We will refund you within 14 days of receiving your notice.
How the refund is paid:
(a) We refund in the same asset and on the same network by which you paid, unless you and we agree otherwise.
(b) The quantity of that asset is calculated so that its value equals the fiat price of your Subscription Period, using the exchange rate applied to your original invoice. You do not bear exchange-rate movement between your payment and our refund.
(c) We bear the network and gas fees on the refund transaction. No fee or charge is deducted from your refund.
(d) You must provide a valid receiving address on the correct network. We are not responsible for funds lost through an incorrect address you supply, and we may withhold the refund until a valid address is provided.
(e) Where you paid using an asset we no longer support, or the original network is unavailable, we will agree an alternative asset or network with you before refunding.
Your access to Paid Plan features ends when we process the refund.
After the 14-day period has passed, clause 9.1 applies and payments are non-refundable.
Nothing in clause 9.1 limits or excludes this statutory right. This clause 9.2 does not apply to Business Users (clause 25.10).
9.3 Discretionary refunds
We may issue a refund in circumstances not covered above at our sole discretion. Doing so once does not oblige us to do so again and does not vary these Terms.
10. Acceptable use
You must not:
(a) scrape, crawl, harvest, spider or use automated means to extract Platform Data, except through an API we have expressly authorised for your use;
(b) copy, resell, redistribute, sublicense, republish, syndicate or commercially exploit Platform Data, whether raw or derived, in whole or in part;
(c) use Platform Data to build, train or improve any competing product, dataset, index, model or service;
(d) share, sell or make your Account or credentials available to any other person;
(e) circumvent, disable or attempt to defeat any access control, rate limit, paywall, geoblock or other technical restriction;
(f) reverse engineer, decompile, disassemble or attempt to derive the source code, algorithms, formulas or methodologies underlying the Service, except to the extent this restriction is prohibited by applicable law;
(g) interfere with or disrupt the Service or its infrastructure, including through excessive request volumes, denial-of-service activity, or the introduction of malicious code;
(h) probe, scan or test the vulnerability of any system or network without our prior written authorisation;
(i) use the Service to engage in market manipulation, insider dealing, money laundering, terrorist financing, or any other unlawful activity;
(j) misrepresent your identity, location or affiliation, or use the Service on behalf of a sanctioned or Restricted Jurisdiction person;
(k) use the Service under false or fraudulent pretences, including through impersonation or use of false credentials; or
(l) use the Service in any way that breaches applicable law or these Terms.
We may investigate suspected breaches, may disclose information where necessary to comply with any law, regulation, legal process or governmental request, and may suspend or terminate access without notice where we reasonably believe a breach has occurred.
11. Intellectual property
11.1 Our rights
The Service — including all software, source code, databases, interfaces, designs, layouts, graphics, text, the SpreadLabs name and logo, and all metrics, formulas, methodologies, indices and derived calculations — is owned by us or licensed to us, and is protected by copyright, database rights, trademark and other intellectual property laws.
All software comprising the Service is owned by MERCURY SOLUTIONS LLC.
11.2 Your licence
Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your own internal, non-commercial purposes for the duration of your access.
This licence does not permit any use described in clause 10. No rights are granted other than those expressly stated. All rights not expressly granted are reserved.
11.3 Sharing and attribution
We build sharing into the Platform, and we want you to use it.
(a) Share links. Where the Platform provides a share, export or link-generation feature, you may use it and may post the result publicly, including on social media. Content generated through these features may display SpreadLabs branding, which you must not remove or obscure.
(b) Screenshots. You may share individual screenshots of the Platform on social media or in editorial or educational material, provided you attribute them to SpreadLabs and do not alter the underlying figures.
(c) Limits. These permissions do not extend to systematic, automated or bulk reproduction of Platform Data, to reconstructing a substantial part of our database from shared material, or to any use described in clause 10. They are revocable, and we may withdraw them from any user who uses them to circumvent clause 10.
(d) No warranty travels with shared content. A share link or screenshot reflects data as displayed at a point in time. It is not updated, not verified, and carries the same disclaimers as the rest of the Service. Anyone relying on it does so at their own risk.
11.4 Third-party marks
Names, logos and marks of Third-Party Venues displayed on the Platform belong to their respective owners. They are used for identification only. Their display does not imply any affiliation, sponsorship, partnership or endorsement between those venues and us, in either direction.
11.5 Feedback
If you send us suggestions, ideas or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or compensation. We are under no obligation to keep feedback confidential.
12. Your Content
You retain ownership of Your Content. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process and display Your Content solely to operate and provide the Service to you.
You are responsible for Your Content. You must not store anything unlawful, infringing, or that you do not have the right to store.
We maintain backups of the systems on which Your Content is stored, as described in our Privacy Policy. Those backups exist to protect the Service against failure. They are not a service we provide to you, and we give no guarantee that Your Content can be retained, restored or recovered in any particular case. We recommend keeping your own record of any configuration you would not want to lose.
We may delete Your Content following Account closure in accordance with our Privacy Policy.
13. Changes to the Service
The Service is under active development. We may add, modify, suspend or remove features, metrics, data sources, venues, instruments and interfaces at any time.
We will not materially reduce the core functionality of a Paid Plan during a Subscription Period you have already paid for. If we do so, you may contact us and we will offer a pro-rata refund of the remaining part of that Subscription Period, which is your sole remedy.
Beta, preview and experimental features are provided as-is, may be unstable or inaccurate, and may be withdrawn without notice.
14. Availability
We aim to keep the Service available continuously but we do not guarantee uninterrupted or error-free operation. The Service may be unavailable due to maintenance, upgrades, technical failure, failure or rate-limiting of Third-Party Venue data sources, network conditions, or circumstances beyond our reasonable control.
We do not offer a service level agreement and do not provide uptime credits.
15. Data accuracy
15.1 Source of Platform Data
Platform Data is derived from publicly available endpoints of Third-Party Venues. We do not control those venues and do not verify, audit or endorse the data they publish.
15.2 No warranty of accuracy
Platform Data is provided "as is" and "as available", for informational purposes only. We do not warrant that it is accurate, complete, current, uninterrupted, error-free, or fit for any particular purpose.
Platform Data may be delayed, stale, incomplete, mis-normalised or wrong. Timestamps are approximate. Metrics are calculated using our own methodologies, which involve assumptions and which we may change. Figures shown may differ from figures shown by the originating venue.
15.3 Verify before you act
You must independently verify any data on the originating venue before making any decision or entering any transaction. Do not rely on the Platform as your sole or primary source. We accept no responsibility for any decision made in reliance on Platform Data.
16. Third parties
The Service may link to or interoperate with third-party websites, venues, wallets, payment providers and messaging services. We do not control them, do not endorse them, and are not responsible for their content, availability, terms, privacy practices, security or conduct.
Any dealings between you and a third party are solely between you and that third party.
Telegram. The Alert Bot is operated by us and forms part of the Service. Telegram itself is not. Telegram is a third-party messaging platform governed by its own terms and privacy policy, over which we have no control. To use the Alert Bot you must hold a Telegram account, and your use of Telegram is a matter between you and Telegram. We are not responsible for Telegram's availability, message delivery, data handling, or any change it makes to its platform, and any such change may affect or end the Alert Bot without notice.
Any community groups or channels we operate on Telegram or elsewhere are not part of the Service, are provided informally, and may be moderated, restricted or closed at any time. Nothing posted in them by us or by any other user is advice, and nothing posted by another user is attributable to us.
17. Contact and legal information
The Service is operated by:
| Company | MERCURY SOLUTIONS LLC |
| Legal form | Limited liability company, incorporated in Ukraine |
| Registration code (EDRPOU) | 46156831 |
| Registered address | 7/9 Yaroslavskyi Lane, Podilskyi District, Kyiv 04071, Ukraine |
| Contact | [email protected] |
For any question about these Terms, your Account, billing or a Dispute, contact [email protected].
18. Disclaimers
To the maximum extent permitted by applicable law:
(a) the Service is provided "as is" and "as available", without warranties of any kind, express, implied or statutory;
(b) the Indemnified Parties disclaim all implied warranties, including merchantability, fitness for a particular purpose, accuracy, non-infringement, and any warranties arising from course of dealing or trade usage;
(c) we do not warrant that the Service will meet your requirements, be available at any particular time, be secure, or that defects will be corrected;
(d) we make no representation as to the profitability, viability or executability of any spread, arbitrage, funding differential or opportunity displayed on the Platform.
If you are a consumer, this clause does not affect statutory rights that cannot be excluded under the law of your country of residence.
19. Limitation of liability
This clause limits what you can recover from us, and excludes trading losses entirely. Please read it.
To the maximum extent permitted by applicable law:
19.1 Excluded losses
No Indemnified Party is liable for any:
- trading losses, liquidations, margin calls or funding costs
- lost profits, lost revenue, lost opportunity or anticipated savings
- indirect, incidental, special, consequential, exemplary or punitive damages
- loss of data, loss of goodwill or reputational harm
- losses arising from inaccurate, delayed, incomplete or unavailable Platform Data
- losses arising from the acts, omissions, insolvency, downtime or security failure of any Third-Party Venue, payment provider or blockchain network
- losses arising from misdirected, underpaid, overpaid or expired crypto payments
- losses arising from user error, including a forgotten password or a mistyped address
- losses arising from unauthorised access to your Account resulting from your failure to secure it
- losses arising from any change in the value of any cryptocurrency or digital asset
- losses arising from any change in law, regulation or policy
- losses arising from events of force majeure
whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, and whether or not any Indemnified Party was advised of the possibility of such loss.
19.2 Aggregate cap
The cumulative liability of all Indemnified Parties to you, from all causes of action and all theories of liability, will not exceed the greater of:
(a) the total amount you paid us in the twelve (12) months immediately preceding the event giving rise to the claim; or
(b) five hundred euros (EUR 500).
This limitation applies regardless of the form of action and regardless of whether any other provision of these Terms has been breached or has proven ineffective.
19.3 Valuation of cryptocurrency damages
No Indemnified Party is required to deliver any cryptocurrency or digital asset as damages, or to make specific performance. If any calculation of damages would be based in any way on the value of a cryptocurrency or digital asset, that calculation will be based on the lowest value of that asset during the period between the accrual of the claim and the award of damages.
19.4 What is not excluded
Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
Some jurisdictions do not permit the exclusion or limitation of certain warranties or liabilities. To the extent applicable law does not permit an exclusion or limitation in this clause, the extent of our liability will be as permitted under that law. If you are a consumer, nothing in these Terms affects your mandatory statutory rights under the law of your country of residence.
20. Indemnity
You agree to indemnify, defend and hold harmless the Indemnified Parties from any claim, demand, loss, liability, damage, cost or expense (including reasonable legal fees) made by any third party arising from:
(a) your breach or alleged breach of these Terms; (b) your misuse of the Service or Platform Data; (c) your breach of any applicable law or the rights of any third party; (d) Your Content; or (e) any misrepresentation made by you.
We may assume the exclusive defence and control of any matter subject to indemnification by you. You agree to cooperate with our defence of any claim and will not settle any claim without our prior written consent.
This clause does not apply to consumers to the extent it would be unfair or unenforceable under applicable consumer protection law.
21. Suspension and termination
21.1 By you
You may stop using the Service at any time and close your Account from your settings or by contacting us.
21.2 By us
We may suspend or terminate your access, with or without notice, if:
(a) you breach these Terms; (b) we reasonably suspect fraud, abuse, unauthorised access or unlawful use; (c) you are or become located in a Restricted Jurisdiction or subject to sanctions; (d) your use of the Service exposes us to legal risk or liability; (e) we are required to do so by law or by a competent authority; or (f) we discontinue the Service in whole or in part.
21.3 Consequences
On termination your licence ends immediately and you must stop using the Service. Termination for breach does not entitle you to a refund. If we terminate under 21.2(f) (discontinuation) and you are on a Paid Plan, we will refund the unused portion of your current Subscription Period on a pro-rata basis.
Clauses 3, 4, 9, 10, 11, 15, 18, 19, 20, 21.3, 23 and 25 survive termination.
22. Changes to these Terms
We may amend these Terms at any time, at our discretion. The current version is always published at spreadlabs.io/terms and carries a "last updated" date at the top of the page.
It is your responsibility to review these Terms regularly. Amendments take effect from the date they are published unless we state otherwise. Where an amendment is material, we will additionally notify you by email to your Account address before it takes effect; for all other amendments we are not obliged to notify you individually, and you should not rely on receiving notice.
By continuing to access or use the Service after an amendment has been published, you accept the amended Terms in full. If you do not accept an amendment, your sole remedy is to stop using the Service and close your Account.
If you close your Account because you do not accept an amendment, and you are within a paid Subscription Period at that time, we will refund the unused portion of that period on a pro-rata basis.
23. Governing law and disputes
23.1 Good-faith resolution first
Before commencing any legal proceeding of any kind, you and we agree to attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms or the Service (a "Dispute") through good-faith negotiation.
This requires, at a minimum, that the aggrieved party sends written notice to the other specifying the nature and details of the Dispute. The receiving party has thirty (30) days to respond. Within sixty (60) days of the initial notice, the parties will meet by videoconference or telephone to attempt resolution. If the Dispute remains unresolved ninety (90) days after the initial notice, either party may commence proceedings.
This clause does not prevent either party from seeking urgent interim relief, and does not prevent a consumer from exercising any statutory right at any time.
23.2 Governing law
These Terms and any Dispute (including non-contractual disputes) are governed by the law of Ukraine.
23.3 Jurisdiction
The courts of the city of Kyiv, Ukraine have exclusive jurisdiction, subject to clause 23.4.
23.4 Consumers
If you are a Consumer, clauses 23.2 and 23.3 do not deprive you of the protection of mandatory provisions of the law of the country in which you are habitually resident, and do not deprive you of the right to bring proceedings in the courts of that country. We will bring any proceedings against a consumer only in the courts of the consumer's country of residence.
24. Notices
We will send notices to your Account email address. Notices are deemed received on the day sent, unless we receive a delivery failure.
Notices to us must be sent by email to [email protected], which is our designated address for all communications under these Terms, including legal notices and notices commencing the dispute procedure in clause 23.1. A notice sent by email is deemed received on the day sent.
Nothing in this clause prevents service of formal legal process by any method permitted by applicable law.
25. General
25.1 Entire agreement. These Terms, together with the Privacy Policy, are the entire agreement between you and us regarding the Service and supersede any prior understanding, including any prior version of these Terms.
25.2 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder continues in force.
25.3 No waiver. Our failure to enforce any provision is not a waiver of it.
25.4 Assignment. You may not assign or transfer your rights under these Terms. We may assign or transfer ours to an affiliate or in connection with a merger, acquisition or sale of assets, on notice to you.
25.5 No third-party rights. No person other than you and us has any right to enforce these Terms, save that the Indemnified Parties may rely on clauses 18, 19 and 20.
25.6 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including armed conflict, martial law, mobilisation, air raids, attacks on energy infrastructure, power or internet outage, natural disaster, epidemic, act of government, or failure of a third-party provider or network.
25.7 No partnership. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship between us.
25.8 Language. These Terms are drafted in English, and the English version is the sole legally binding version. Any translation is provided for convenience only. In the event of any discrepancy, the English version prevails. The company name and registered address in clause 17 are rendered in English transliteration; the corresponding Ukrainian-language entries in the Unified State Register are the official record of the company's identity.
25.9 Headings. Headings are for convenience only and do not affect interpretation.
25.10 Business users. Several provisions of these Terms exist because consumer protection law requires them. Those provisions apply only to Consumers. If you are a Business User:
(a) the statutory withdrawal right and proration mechanism in clause 9.2 do not apply to you, and clause 9.1 applies in full;
(b) the jurisdiction and governing-law carve-out in clause 23.4 does not apply to you, and clauses 23.2 and 23.3 apply without qualification;
(c) the qualifications in favour of consumers in clauses 18, 19.4 and 20 do not apply to you;
(d) you confirm that you have authority to bind the business on whose behalf you are acting, and these Terms bind that business; and
(e) you acknowledge that the Service is designed and priced for individual use and that we give no warranty of fitness for any business purpose.
If there is any doubt whether you are a Consumer or a Business User, the test is whether your use of the Service is wholly or mainly outside your trade, business, craft or profession.