1. Introduction

Welcome to PIRO, the online jewelry manufacturing and workflow management software owned by MindSpark LLC, a company registered in New York, United States (a.k.a. 'we', ‘our’, 'us', or ‘MindSpark’). We are excited to have you as a user of our services. The following terms and conditions (also defined as 'Terms of Service') apply to your use of MindSpark products (hardware or software) and services, including any applicable free trials, any content, functionality, and services offered online or off-line (the 'Service'). We want to keep our relationship with you as lean and informal as possible, but please read the Terms of Service carefully before you start using our products and/or services, because by signing up to or purchasing our products and/or services you accept and agree to be bound and abide by these Terms of Service. Should you disagree with any of the provisions herein, you must not use any of our products or services.

2. Changes to the Terms of Service

We reserve the right to update these Terms of Service from time to time, at our discretion and without notice. Nevertheless, this document is public on our website www.gopiro.com (‘Website’), and you will be able to track the changes for any new version. Your continued use of the Service following the publishing of updated Terms of Service means that you accept and agree to all the changes contained within.

These Terms of Service were last updated on November 19th, 2020. They are effective between you and MindSpark as of the date you accepted them (‘Effective Date’) or started using any of our products and/or services in any manner.

3. Accessing the Service

We're working hard on improving our products and services, but we can't guarantee that our Service will be up and running and available 24/7. We also reserve the right to suspend or restrict access to some features to users, including in the case of system failure, maintenance, repair or reasons beyond our control.

It is a condition of your use of our Service that all the information you provide are correct, current and complete. As is common for online services, we reserve the right to disable any user account, at any time in our sole discretion for any or no reason, including, if in our opinion you have failed to comply with any provision of these Terms of Service.

You may not (or allow those acting on your behalf to):

• (i) "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Service;
• (ii) Sublicense the Service for use by a third party;
• (iii) defame or threaten MindSpark or others using the Services or any other products sold by MindSpark; and
• (iv) use threatening, abusive, demeaning or harassing language with MindSpark staff or contractors or otherwise engage in unprofessional behavior when interacting with MindSpark staff.

You may use the Service for your internal business purposes only as contemplated by these Terms of Service and shall not:

• (i) tamper with the security of the Service or with the accounts of any of our other customers,
• (ii) log into a server or account that you are not authorised to access,
• (iii) attempt to probe, scan or test the vulnerability of the Service or to breach the security or authentication measures without proper authorization;
• (iv) render any part of the Service unusable;
• (v) create a Software Product that functions substantially the same as the Service and offer it for use by third parties;
• (vi) lease, distribute, license, sell or otherwise commercially exploit the Service or make the Service available to a third party other than as contemplated in these Terms of Service.

In addition, you agree to comply with all applicable laws and regulations in your use of the Service and that in particular you will not use the Service to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of a third party or is otherwise unlawful; or (iii) would otherwise constitute or encourage conduct that could constitute a criminal offense under any applicable law or regulation.

Breach of any of the above provisions will result in the suspension of your rights to use the Service and MindSpark may take any action necessary to prevent you from using the Service, including revoking access and canceling any support agreements, effective immediately upon occurrence of such action or event.

4. Free Trial

MindSpark may make all or part of the Service available to you on a trial basis free of charge (‘Free Trial’). The Free Trial shall begin when you submit a registration to us and shall terminate on the earlier of (i) the Free Trial expiration date specified by us upon receiving your registration, or (ii) the date you subscribe to a Paid Service (as defined below). The Service is provided “as-is” and without warranty of any kind during the Free Trial.

5. Purchase of the Paid Service

If you agree to pay the fee for access to one of the Service subscriptions (‘Paid Service’), the applicable unrefundable fee will be charged by MindSpark to the company or other corporate entity designated by you in accordance with the payment method you have chosen for your purchase, in advance either as a one off annual payment or on a monthly basis, depending on your chosen subscription. If you are paying by credit card, by designating a card to be billed, you confirm that you are authorized to make such purchase and that you are the holder of such card (i.e. that the card is issued in your name). All prices stated on the Website are inclusive of any applicable sales taxes and fees.

We will make the Service available to you during the term of your subscription to the Paid Service. You agree that your purchase of the Paid Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by us with respect to future functionality or features.

If you subscribe to the Paid Service on behalf of multiple users, you must ensure that all Users comply with these Terms of Service and you are responsible for such compliance. If you exceed the number of Users permitted by your Paid Service, you will be in breach of these Terms of Service and we will have the right to terminate or suspend your access to the Service or pursue any other remedy available to us.

6. Prices

We may change the price for the Paid Service from time to time. In respect of the Paid Service, such changed price will take effect after the expiry of the then current paid for period (i.e. the term that you have already paid for). Any price change will be communicated to you at least 14 days in advance so that you have an opportunity to elect to not renew. If you do not wish to be bound by such changed price relating to your Paid Service you may terminate your subscription of your Paid Service in accordance with the Section of these Terms of Service entitled “Term and termination” below. Your continued use of the Paid Service after the communication of such price change to you constitutes an acceptance of such new price.

7. Automatic subscription renewal

Your subscription to the Paid Service will automatically renew at the end of each subscription term unless you terminate your subscription prior to the end of such subscription term in accordance with the Section entitled “Term and termination”. At the time of renewal the payment method you have designated to be charged for the purchase of the Paid Service will automatically be charged our then current fees for the applicable subscription.

8. Disclaimer of Warranties, Limitations of Liability and Indemnification

Your use of the Service is at your sole risk. The Service is provided 'as is' and 'as available'. We disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. To the maximum extent permitted by law, we are not liable for damages, direct or consequential, resulting from your use of the Service, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of any third-party's rights to the extent that such violation arises from your use of the Service. Because the Service is not error or bug free, you agree that you will use it carefully and avoid using it in ways which might result in any loss of your or any third party's property or information.

9. Third Party Websites and Providers

Our Service may contain links to third party websites, products or services that are not owned or controlled by us. We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third party website or service.

If you use our Service in conjunction with the applications or services of third parties, your use of such applications or services is subject to the terms and conditions specified by those third parties and we assume no responsibility for your use of the same.

10. Term and termination

These Terms of Service will become effective on the Effective Date and will remain effective until terminated by you or MindSpark. You may cancel your subscription of the Paid Service at any time by notifying our Support team, which termination shall have effect at the expiry of the then-current subscription period that you have already paid for. MindSpark may not refund any remaining portion of subscription fees you have already paid for. MindSpark reserves the right to terminate these Terms of Service or suspend your Service account(s) at any time in case of unauthorized, or suspected unauthorized use of the Service whether in contravention of this Agreement or otherwise. If MindSpark terminates these Terms of Service, or suspends your Service account for any of the reasons set out in this section, then to the maximum extent permitted by law, MindSpark shall have no liability or responsibility to you, and will not refund any amounts that you have previously paid.

11. Technology limitations and modifications

MindSpark will make reasonable efforts to keep the Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. MindSpark reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Service with or without notice.

12. Confidentiality

You and MindSpark each agree to keep confidential all confidential information provided to it by the other party in connection with these Terms of Service and to protect such confidential information in the same manner as it protects its own confidential information. Neither of you nor MindSpark will disclose or use any confidential information of the other party for any purpose outside the scope of these Terms of Service except with the disclosing party’s consent or as required by law.

13. Customer Data

You retain all right, title and interest in and to all data (including personal data) that you upload to MindSpark or otherwise provide to MindSpark through your use of the Service.

14. Intellectual property

MindSpark respects intellectual property rights, and expects you to do the same. The Service and the content provided through MindSpark is the property of MindSpark or MindSpark's licensors and protected by intellectual property rights (including but not limited to copyright). By registering to use the Service we grant you a non-exclusive non-transferable licence to use the Service and you acknowledge that, except for the rights granted hereunder, you do not have a right to use the Service (including but not limited to its content) in any manner not covered by these Terms of Service.

In particular, you shall not:

• (i) modify, translate, or create derivative works based on MindSpark or any element of the Service;
• (ii) create any link to MindSpark or frame or mirror any content contained or accessible from the Service,
• (iii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of MindSpark;
• (iv) or access the Service in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Service.

Furthermore, you must not infringe any third party's intellectual property rights in using MindSpark or the Service. Further, you may not remove or alter any copyright, trademark or other intellectual property notices contained on or provided through the Service.

15. Assignment

MindSpark may assign this Agreement or any part of it without restrictions. You may not assign this Agreement or any part of it to any third party.

16. Governing Law, Jurisdiction and Costs
This Agreement is governed by the laws of New York, without regard to New York's conflict or choice of law provisions.

17. Entire agreement

These Terms of Service constitute all the terms and conditions agreed upon between you and MindSpark and supersede any prior agreements in relation to the subject matter of these Terms of Service, whether written or oral. Any additional or different terms or conditions in relation to the subject matter of these Terms of Service in any written or oral communication from you to MindSpark are void. You agree and accept that you have not accepted the terms and conditions of these Terms of Service in reliance of or to any oral or written representations made by MindSpark not contained in this Agreement.

18. Independent Contractors

You and MindSpark are independent contractors. These Terms of Service do not create a joint venture or partnership between you and MindSpark and neither of us are by virtue of these Terms of Service authorised to act as an agent, employee or representative of the other party.

19. Severability

Should for any reason or to any extent any provision of these Terms of Service be held invalid or unenforceable, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms of Service and the application of that provision shall be enforced to the extent permitted by law.

20. Notices

Any notices under these Terms of Service shall be in writing and shall be deemed to have been delivered:

• (i) upon personal delivery;
• (ii) the fifth business day after mailing; or
• (iii) the second business day after sending by email.

Notices to MindSpark shall be addressed as follows:

MindSpark LLC

Attn: Legal Department

630 Fifth Avenue, Suite 2000

New York City, NY 10111

United States of America

21. English version prevails

In the event that these Terms of Service are translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail.