Legal
Terms and Conditions
Last Updated: June 20, 2025
These Terms and Conditions (hereinafter referred to as the Terms or T&S), together with the Spoks Privacy Policy and Data Processing Agreement, which is incorporated herein by reference, form a binding legal agreement (hereinafter referred to as the Agreement) governing access to and use of the Spoks Platform platform and related services (hereinafter referred to as collectively, the Services) provided by Spoks Technologies Inc., a Delaware Corporation, with File Number 10178760.
Please note that the Data Processing Agreement shall automatically apply to any Client that provides, transfers, or makes available for Processing any Personal Data that is subject to the data protection laws of the European Union, the European Economic Area, Switzerland, or the United Kingdom.
PLEASE READ THESE TERMS, THE PRIVACY POLICY, AND THE DATA PROCESSING AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING THE WEBSITE, REGISTERING AN ACCOUNT, OR USING THE SERVICES, YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT.
Definitions
For purposes of these Terms, the following terms shall have the meanings set forth herein:
"Account" means the registered user profile and associated access credentials that enable a Client to access and use our Platform services, including all data, settings, and configurations associated with such profile.
"Applicable Laws" means all federal, state, local, and international laws, regulations, and legal requirements that govern the parties' activities under these Terms, including privacy laws, anti-spam regulations, and marketing compliance requirements.
"Client" means any individual, business entity, or organization that has registered for and maintains an active account with our Platform for the purpose of managing marketing relationships, campaigns, or communications with their own customers, followers, or contacts.
"Company," "Spoks," "We," "Us," "Our" means Spoks Technologies Inc., a Delaware corporation, and our successors and assigns.
"Customer" means Data Subject whose Personal Data is uploaded to Spoks Platform by the Client, and stored on or processed through our Platform on behalf of a Client for marketing coordination purposes, including the Client's existing customers, future customers, followers, or users.
"Data Controller" means an entity that determines the purposes and means of processing Personal Data.
"Data Subject" means an identified or identifiable natural person to whom Personal Data relates.
"Force Majeure" means any event or circumstance beyond a party's reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or other unforeseeable circumstances that prevent performance of obligations under these Terms.
"Personal Data" or "Personal Information" means any information relating to an identified or identifiable natural person, as defined in applicable privacy laws.
"Platform" or "Services" means our comprehensive web-based and mobile application marketing coordination platform, including all associated services, features, and functionalities, through which Clients can manage and coordinate marketing activities.
"Processing" means any operation performed on Personal Data, including collection, use, storage, transmission, and deletion.
"Service Availability" means the accessibility and operational status of our Platform, provided on an "as available" basis without guarantee of uninterrupted access or specific uptime commitments, subject to scheduled maintenance, Force Majeure events, and technical limitations.
"Service Provider" or "Data Processor" means an entity that processes Personal Data on behalf of and at the direction of a Data Controller.
„Spoks Platform", „Platform" - web and mobile application developed and maintained by Spoks, through which Registered Users can manage, coordinate marketing activities and interact with third parties (Consumers), delivered as software-as-a-service (SaaS). The webpage is available at spoks.com, mobile app is available on App Store and Google Play Store.
"Standard Contractual Clauses" (SCCs) – for the purposes of this Agreement, shall mean the standard contractual clauses adopted by Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses between controllers and processors and for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("GDPR"). SCCs serve as a legal mechanism ensuring an adequate level of protection for personal data transferred outside the European Economic Area (EEA) and contain binding obligations on the parties regarding the security and lawfulness of such transfers, in accordance with Article 46(2)(c) of the GDPR.
"Subscription", "Subscription Plan" means a Client's plan and associated service level for accessing our Platform, including the subscription term, billing period, feature access, and usage limitations as specified in the selected plan.
"User" means any individual who visits, accesses, or otherwise interacts with our Services, including both Clients and Visitors.
"Visitor" means a User who accesses or interacts with our website or certain basic functionalities without maintaining a registered account.
Acceptance of the Terms
For Visitors: By accessing or browsing the public functionality of Spoks Platform, you agree to be bound by the provisions of these Terms applicable to all Users (Parts A and C).
For Clients: By registering an account, you:
- agree to be bound by all provisions of these Terms (Parts A, B, and C) as well as the Data Processing Agreement located at spoks.com/legal/dpa, which is hereby incorporated by reference into this Agreement, or
- you represent that you have the authority to bind to Agreement the entity or organization you represent, and on behalf of that entity you agree to be bound by all provisions of these Terms (Parts A, B, and C) and The Data Processing Agreement located at spoks.com/legal/dpa which is hereby incorporated by reference into this Agreement.
PART A: GENERAL TERMS APPLICABLE TO ALL USERS
(The provisions of this Part apply to both Visitors and Customers)
Access to the Public Website
You are granted a limited, revocable, non-exclusive right to access and use the publicly available portions of our Services for informational purposes only.
Intellectual Property Rights
The content of publicly available functionalities of Spoks Platform, including but not limited to text, graphics, logos, icons, images, and software, is the property of Spoks or our licensors and is protected by copyright and other intellectual property laws. You may not copy, modify, distribute, or otherwise exploit such content without our prior written consent.
Permissible Use of the Website
Users agree not to use the publicly available functionalities of the Services to:
- attempt to gain unauthorized access to any functionality of the Service,
- disrupt or interfere with the operation of the Spoks Platform,
- attempt to disassemble, decompile, or reverse-engineer the Services,
- attempt to create or develop a competitive product,
- commit a crime or any other unlawful action.
PART B: ADDITIONAL TERMS FOR CLIENTS
(The provisions of this Part apply only to registered and logged-in Customers)
Access to the Spoks Platform Account
Subject to compliance with these Terms and payment of applicable fees, We grant Clients a non-exclusive, non-transferable, revocable right to access and use the Services during the term of the Subscription, solely for business purposes.
The Spoks Platform allows to create a free Account and paid Accounts. Each type of Account allows different access to the Platform's functionality, described in detail in the Subscription Plan.
Client is responsible for maintaining the confidentiality of its Account credentials, including its password. Client shall be responsible for all activities that occur under its Account and agrees to notify the Company immediately of any unauthorized use of its Account.
Spoks may terminate or suspend the Account if a Client breaches these Terms of Use especially by activity that is illegal, fraudulent, or harmful to the Platform or other Users.
Upon termination or suspension of the Account, Client's right to access and use the Service shall immediately cease. Client acknowledges and agrees that Spoks may immediately deactivate or delete Account and all related information and content associated with it, subject to the license survival provisions outlined in Section 10.2 of these Terms. In such case, Spoks shall not be liable to Client or any third party for any termination of Account or loss of content.
Your rights and obligations
Client retains all right, title, and interest in and to all data, information, or other materials submitted by him to Spoks Platform.
With respect to any Personal Data contained within data transferred by Client to Spoks, Client shall be the Data Controller (or "Business" under the CCPA/CPRA), and Spoks shall be the Data Processor.
Client acknowledges that Spoks acting as a Data Processor shall process Privacy Data solely on Client's instructions for the purpose of providing the Services, as set forth in this Agreement and the Data Processing Agreement (DPA).
Client represents and warrants that it has a valid legal basis for the Processing of all Personal Data within the data transferred to Spoks and that it has obtained and will maintain all necessary rights, permissions, and consents required by all applicable laws to provide such data to the Company and to permit Spoks to Process such Personal Data for the purpose of providing the Services.
Acceptable Use of the Platform
In addition to the restrictions in Part A, Client shall not:
- Use the Services to send unsolicited communications, spam, or any other messages in violation of applicable anti-spam laws (e.g., CAN-SPAM Act),
- upload, store, or process any content that is unlawful, infringing, libelous, or in violation of any third party's rights,
- Use the Services to store or transmit any viruses, malware, or other malicious code
Fees and Payment
Each paid Subscription includes the option for monthly and annual payments.
Client agrees to pay all fees specified in the applicable Subscription Plan or order form.
All payments are made in advance.
If a Client decides to terminate the Subscription, Spoks makes a downgrade to a free Account. In such case, the payment already made by the Client remains non-refundable.
Intellectual Property
The Company retains all rights and titles to the Service, including all underlying software, technology, and intellectual property.
By creating, uploading, posting, sending, receiving, storing, or otherwise making available any content, including but not limited to text, photos, videos, graphics, and other materials on or through the Spoks Platform, you hereby grant to Spoks, its affiliates, and its successors a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to store, use, reproduce, modify, adapt, create derivative works of, communicate, publish, publicly perform, publicly display, and distribute such content.
The license granted herein by the Client continues for as long as the Client maintains the Account.
If User delete a specific piece of a content or terminate the Account, as well as Spoks decides to delete Client's Account, the license granted in section 10.2 shall terminate subject to following provisions:
- one-year survival for operational wind-down: For a period of 1 (one) year following termination or deletion, the license shall continue for the limited purpose of retaining copies in Spoks Platform routine data backup and for concluding any ongoing internal use,
- perpetual survival for specific uses: Notwithstanding the above, the license granted to Spoks shall be perpetual and irrevocable solely with respect to any Client content that has been incorporated into the Company's public-facing marketing and promotional materials (including on third-party platforms) created prior to the date of termination; and any use of Client's content in a de-identified or aggregated form for statistical analysis, Service improvement, and research and development, which does not personally identify Client.
Client grants the Company the right to use Client's company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers.
The right mentioned in section 10.5 is granted for the duration of using the Account, as well as one (1) year after a termination of the Account.
PART C: FINAL PROVISIONS APPLICABLE TO ALL USERS
(The provisions of this Part apply to both Visitors and Customers)
Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation of Liability
For Visitors: The Company's liability to a Visitor arising from the use of the public portions of the website is excluded to the fullest extent permitted by law
For Clients: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY.
No Liability for Non-Performance. The Company will not be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay is due to Force Majeure. The occurrence of a Force Majeure event will suspend Spoks' obligations under these Terms for the duration of the event and for a reasonable period of time thereafter that is necessary to allow for recovery, security validation, and safe restoration of the Service.
Indemnification
Client shall defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, and employees from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Client's use of the Services in violation of the Agreement or Applicable Law,
- the Privacy Data transferred by the Client to Spoks, including any claim that Client's activity infringes or misappropriates a third party's intellectual property or privacy rights, or
- Client's breach of its warranties,
- Client's gross negligence or willful misconduct.
Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of Delaware.
Any legal suit, action, or proceeding arising out of or related to the Agreement shall be instituted exclusively in the Delaware Court of Chancery, or if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Notwithstanding the foregoing, to the extent the dispute involves Personal Data of Data Subjects located in the European Economic Area, Switzerland, or the United Kingdom, the governing law and jurisdictional provisions set forth in the Standard Contractual Clauses Module Two, as incorporated into the Data Processing Agreement (Appendix III), shall apply. For disputes arising under the SCCs, the parties agree to the jurisdiction of the courts of the Republic of Ireland, as specified in Clause 17 of the SCCs, and to be governed by the law of the Republic of Ireland, as specified in Clause 18 of the SCCs.
Miscellaneous
These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between the parties.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Spoks reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 (thirty) days' notice prior to any new terms taking effect. Notice may be provided via email to the address associated with the Client's Account or through a notification on the Platform.
User continued use of the Services after the effective date of such changes constitutes acceptance of the new Terms.