EVERY STUDIO, LLC TERMS OF SERVICE

These Terms of Service (“Terms”) govern your use of the websites, applications, and services (collectively, the “Services”) operated and owned by Every Studio, LLC (“Company,” “we,” “us,” or “our”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services.

For purposes of this Agreement, “Services” refers to the Company’s websites, desktop, and mobile applications. Specific URLs and details for each product are defined below:

• Sparkle: makeitsparkle.co
• Spiral: spiral.computer
• Cora: cora.computer

1. Acceptance of Terms

By accessing or using the Services, you represent and warrant that you are at least 18 years old and have the right, authority, and capacity to enter into these Terms. If you do not meet these requirements, you must not access or use the Services.

2. Accounts

2.1 Account Creation

To access certain features of the Services, you may need to create an account (“Account”). You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

2.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this obligation.

3. Access to the Services

3.1 License

Subject to these Terms, we grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Services for your own personal, noncommercial use.

3.2 Restrictions

You agree not to:

• (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services;
• (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services;
• (c) access the Services in order to build a similar or competitive website, product, or service; and
• (d) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any part of the Services in any form or by any means.

4. Modification and Termination

4.1 Modification

We reserve the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

4.2 Termination

We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. We will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.

5. User Content

5.1 User Content

“User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 5.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by us. Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

5.2 License

You hereby grant (and you represent and warrant that you have the right to grant) to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

5.3 Acceptable Use Policy

You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party. In addition, you agree not to:

• (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data;
• (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
• (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
• (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks;
• (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means;
• (vi) harass or interfere with any other user’s use and enjoyment of the Services; or
• (vii) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

5.4 Enforcement

We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 4.2, and/or reporting you to law enforcement authorities.

6. Intellectual Property Rights

Excluding any User Content that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by us or our suppliers. Neither these Terms nor your access to the Services transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. We and our suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

7. Disclaimers and Limitation of Liability

7.1 Disclaimers

The Services are provided on an “as-is” and “as available” basis, and we (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Services will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable law requires any warranties with respect to the Services, all such warranties are limited in duration to ninety (90) days from the date of first use.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

7.2 Limitation on Liability

To the maximum extent permitted by law, in no event shall we (or our suppliers) be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Services, even if we have been advised of the possibility of such damages. Access to and use of the Services is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.

To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty US dollars (USD 50). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to these Terms.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

8. Indemnification

You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your User Content. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

9. Third-Party Links & Ads; Other Users

9.1 Third-Party Links & Ads

The Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under our control, and we are not responsible for any Third-Party Links & Ads. We provide access to these Third-Party Links & Ads only as a convenience to you, and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

9.2 Other Users

Each Services user is solely responsible for any and all of its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content. Your interactions with other Services users are solely between you and such users. You agree that we will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Services user, we are under no obligation to become involved.

9.3 Release

You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Services users or any Third-Party Links & Ads). If you are a California resident, you hereby waive California Civil Code Section 1542 in connection with the foregoing, which states: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor or released party.”

10. Dispute Resolution

10.1 General

Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in New York City, NY before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

10.2 Arbitration Agreement

(a) Applicability of Arbitration Agreement. You agree that any dispute between you and the Company relating in any way to the Services or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Company may assert individualized claims in small claims court if the claims qualify, remain in such court, and advance solely on an individual, non-class basis; and (2) you or the Company may seek equitable relief in court for infringement or other misuse of intellectual property rights. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms or any prior version of these Terms.

(b) Informal Dispute Resolution. You and the Company agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to the Company. The Company’s address for such notices is Every Studio, LLC, 221 Canal Street, Floor 5, New York City, NY 10013.

(c) Waiver of Jury Trial. You and the Company hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and the Company are instead electing that all disputes, claims or controversies shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 10.2(a). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would.

(d) Waiver of Class or Other Non-Individualized Relief. All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Only individual relief is available, and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user.

11. General Provisions

11.1 Changes

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. You are responsible for providing us with your most current e-mail address. Continued use of our Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

11.2 Disclosures

The Company is located at the address in Section 11.5. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

11.3 Electronic Communications

The communications between you and the Company use electronic means, whether you use the Services or send us emails, or whether the Company posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if they were be in a hardcopy writing.

11.4 Entire Terms

These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to the Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

11.5 Copyright/Trademark Information.

Copyright © 2024 Every Studio, LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

11.6 Contact Information

If you have any questions about these Terms, please contact us at: studio@every.to