Terms & Conditions

Effective Date: June 23, 2025
Legal Entity: Palicz Growth Solutions LP
Address: 2967 Dundas Street West, Suite 63, Toronto, Ontario, M6P1Z2, Canada
Contact Email: hello@spinix.so

1. ACCEPTANCE OF TERMS

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Client," "Customer," "you," or "your") and Palicz Growth Solutions LP, operating as SpiniX ("Company," "we," "us," or "our") governing your access to and use of the spinix.so website and our review management and revenue optimization services (collectively, the "Services").

By creating an account, accessing our website, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use our Services.

If you are entering into these Terms on behalf of a company or organization, you represent and warrant that you have the authority to bind such entity to these Terms.

2. DESCRIPTION OF SERVICES

2.1 Review Management Services

We provide a comprehensive platform for collecting, managing, and optimizing customer reviews, including:

  • Automated review invitation campaigns
  • Multi-platform review syndication
  • Review response management tools
  • Analytics and reporting dashboards
  • Review widget integration
  • Reputation monitoring and alerts
  • AI-assisted review response generation for Google Business Profile
  • Google review policy violation detection and appeal draft generation
  • Google Business Profile integration via OAuth for review monitoring and response publishing
  • Prize/reward distribution system for reviewers

2.2 Email List Building and Newsletter Services

  • Post-review newsletter subscription management
  • Consent-based email address collection and transfer
  • Email list building tools with proper opt-in procedures
  • Subscription tracking and analytics
  • Compliance management for email marketing regulations

2.3 Revenue Optimization Features

  • Review-based marketing automation
  • Customer feedback analysis
  • Conversion optimization tools
  • Revenue attribution tracking
  • Customer journey mapping
  • Competitive analysis reporting

2.4 Integration Services

  • E-commerce platform integrations
  • CRM system connections
  • Marketing automation tool linkages
  • Social media platform syndication
  • Third-party application APIs

3. EMAIL COLLECTION AND NEWSLETTER SUBSCRIPTION PROCESS

3.1 Post-Review Email Collection

When customers complete reviews and claim prizes/rewards:

  • Customers are presented with an optional newsletter subscription opportunity
  • Clear disclosure is provided about what they're subscribing to
  • Explicit consent is required before any email address transfer
  • Email addresses are ONLY transferred to you after confirmed subscription consent
  • All email transfers are logged and tracked for compliance

3.2 Consent Requirements

  • All newsletter subscriptions must be genuinely opt-in
  • Customers must actively consent (no pre-checked boxes)
  • Clear information about subscription content and frequency must be provided
  • Customers retain the right to unsubscribe at any time
  • You may only use transferred emails for the disclosed newsletter purposes

3.3 Your Responsibilities for Email Marketing

You agree to:

  • Only use transferred emails for legitimate newsletter and marketing purposes
  • Provide clear unsubscribe mechanisms in all communications
  • Honor unsubscribe requests promptly
  • Comply with all applicable email marketing laws (CAN-SPAM, GDPR, etc.)
  • Not sell, share, or transfer collected emails to third parties
  • Maintain proper consent records and documentation

4. ACCOUNT REGISTRATION AND ELIGIBILITY

4.1 Account Requirements

To use our Services, you must:

  • Be at least 18 years of age or the age of majority in your jurisdiction
  • Provide accurate, current, and complete registration information
  • Maintain a valid email address and payment method
  • Operate a legitimate business with genuine customer interactions
  • Comply with all applicable laws and regulations
  • Agree to follow ethical email marketing practices

4.2 Account Responsibility

You are responsible for:

  • Maintaining the confidentiality of your account credentials
  • All activities that occur under your account
  • Updating your account information when changes occur
  • Notifying us immediately of any unauthorized use
  • Ensuring compliance with these Terms by all account users
  • Proper handling of customer email addresses and newsletter subscriptions

5. SUBSCRIPTION PLANS AND BILLING

5.1 Subscription Terms

  • Services are provided on a subscription basis
  • Subscription periods are typically monthly or annual
  • Pricing is based on your selected plan and usage levels
  • All fees are exclusive of applicable taxes unless otherwise stated

5.2 Payment Terms

  • Fees are charged in advance for each subscription period
  • Payment is due immediately upon subscription activation
  • We accept major credit cards and other payment methods as available
  • All payments are non-refundable except as expressly provided

5.3 Billing Cycles

  • Monthly subscriptions renew automatically each month
  • Annual subscriptions renew automatically each year
  • Billing occurs on the same day each period unless otherwise specified
  • Pro-rated charges may apply for mid-cycle upgrades

5.4 Price Changes

  • We may modify subscription prices with 30 days' advance notice
  • Price changes take effect at your next renewal date
  • You may cancel your subscription before the new pricing takes effect
  • Continued use after price changes constitutes acceptance

5.5 Overages and Usage Limits

  • Certain plans include usage limits (e.g., number of review invitations, email transfers)
  • Overage charges may apply for exceeding plan limits
  • We will notify you when approaching usage limits
  • Overage fees are billed monthly in arrears

5.6 Digital Wallet Integration (Apple Wallet / Google Wallet)

  • Digital wallet pass functionality was introduced on January 1, 2026
  • Wallet pass features are provided free of charge during the introductory period ending March 31, 2026
  • After March 31, 2026, we reserve the right to transition wallet pass features to a paid model, which may include:
    • Pay-as-you-go pricing based on pass issuance volume
    • Additional subscription fees
    • Usage-based pricing tiers
  • This applies to all subscription plans, including lifetime deals and grandfathered pricing
  • We will provide at least 30 days' notice before implementing any wallet-related charges
  • If you do not accept the applicable wallet fees, access to wallet pass features will be restricted or disabled; core platform functionality unrelated to wallet passes will remain unaffected
  • Continued use of wallet features after pricing takes effect constitutes acceptance of the applicable fees

5.7 WhatsApp Messaging Services

  • WhatsApp messaging is an optional add-on feature available to Clients for customer communication
  • WhatsApp messages are billed on a pay-as-you-go basis at $0.15 USD per message sent
  • Messages are charged regardless of delivery status (delivered, read, or failed)
  • Each customer interaction includes a maximum of 4 messages:
    • Prize notification (upon winning)
    • Review reminder (if no review submitted)
    • Expiry reminder (before prize expiration)
    • Post-redemption review reminder (if prize redeemed but no review)
  • WhatsApp usage is invoiced when your balance reaches $10 USD or every 30 days, whichever occurs first
  • Failed payments may result in temporary suspension of WhatsApp messaging features; core platform functionality remains unaffected
  • Message delivery depends on third-party services (Meta/WhatsApp) and is not guaranteed
  • You are responsible for ensuring your customers have consented to receive WhatsApp messages
  • We reserve the right to modify WhatsApp pricing with 30 days' advance notice

5.8 Customer Communication Consent

By enabling WhatsApp messaging for your wheel campaigns:

  • You confirm that customers voluntarily provide their phone numbers
  • You acknowledge that customers may opt for WhatsApp instead of email communication
  • You agree that transactional messages (prize notifications, reminders) are sent on your behalf
  • You remain responsible for compliance with applicable messaging and privacy laws in your jurisdiction

6. ACCEPTABLE USE POLICY

6.1 Permitted Uses

You may use our Services for:

  • Legitimate business review collection and management
  • Genuine customer feedback solicitation
  • Lawful marketing and promotional activities
  • Compliance with applicable regulations
  • Ethical email list building with proper consent

6.2 Prohibited Activities

You must not:

  • Solicit fake, misleading, or fraudulent reviews
  • Offer excessive or inappropriate incentives for reviews or newsletter subscriptions
  • Compensate customers specifically for positive reviews
  • Review your own business or competitors
  • Use our Services for any illegal purposes
  • Violate platform policies of integrated services
  • Attempt to manipulate review ratings or rankings
  • Use customer emails for purposes other than disclosed newsletter content
  • Send unsolicited emails or spam using collected addresses
  • Sell, share, or transfer customer email addresses to third parties
  • Collect or use customer data for unauthorized purposes
  • Reverse engineer or attempt to access our source code
  • Interfere with or disrupt our Services
  • Upload malicious code or harmful content

6.3 Email Marketing Standards

All email marketing activities must:

  • Comply with applicable laws (CAN-SPAM, GDPR, CASL, etc.)
  • Include clear sender identification
  • Provide easy unsubscribe mechanisms
  • Honor opt-out requests within 10 business days
  • Only send content consistent with what customers consented to receive
  • Maintain proper consent documentation

7. DATA OWNERSHIP AND USAGE RIGHTS

7.1 Your Data

You retain ownership of:

  • Your business information and content
  • Customer data you provide to us
  • Review responses and content you create
  • Your proprietary business processes and methods

7.2 Customer Email Addresses

  • Customer emails are transferred only with explicit consent
  • You receive limited usage rights for newsletter and marketing purposes only
  • Customers retain the right to revoke consent and request removal
  • You must maintain proper consent records and honor unsubscribe requests

7.3 Review Data

  • Published reviews become publicly available content
  • Reviewers retain rights to their review content
  • We may use anonymized review data for analytics and research
  • You have the right to respond to reviews about your business

7.4 Our Rights

We retain rights to:

  • Our proprietary software and technology
  • Aggregated and anonymized usage data
  • Service improvements and feature development
  • Our trademarks, logos, and brand materials

7A. AI-GENERATED REVIEW RESPONSES

7A.1 Nature of AI-generated content

Our Review Manager feature uses third-party AI services (such as Anthropic Claude and OpenAI) to generate draft responses to Google Business Profile reviews. You acknowledge and agree that:

  • AI-generated responses are provided as drafts and suggestions only
  • You are solely responsible for reviewing, editing, and approving all responses before publication
  • If you enable auto-reply for positive reviews, you accept full responsibility for all automatically published responses
  • We do not guarantee the accuracy, appropriateness, or legal compliance of AI-generated content
  • AI-generated appeal drafts for Google review policy violations are suggestions only and do not guarantee review removal

7A.2 Google Business Profile access

By connecting your Google Business Profile to our Services via OAuth:

  • You authorize us to access, read, and respond to reviews on your behalf
  • You confirm you are the owner or authorized manager of the connected Google Business Profile
  • You may revoke access at any time through your Google Account settings or our dashboard
  • We will only perform actions you have explicitly configured (e.g., polling reviews, publishing approved responses)
  • We are not responsible for any consequences arising from responses published to your Google Business Profile, including responses you approved or auto-published through your settings

7A.3 Limitations

  • Google Business Profile API availability and functionality are controlled by Google and may change without notice
  • We do not guarantee uninterrupted access to Google review data or response publishing capabilities
  • Review appeal success rates depend entirely on Google's review policies and enforcement decisions
  • We are not liable for any changes Google makes to their API, review policies, or platform that affect our Services

8. COMPLIANCE WITH EMAIL MARKETING LAWS

8.1 Legal Compliance

You acknowledge and agree that:

  • You are responsible for compliance with all applicable email marketing laws
  • We provide tools to facilitate compliance but cannot guarantee legal compliance
  • You must obtain proper legal advice for your specific jurisdiction
  • Violations may result in account suspension or termination

8.2 Indemnification for Email Marketing

You agree to indemnify us against any claims, damages, or penalties arising from:

  • Your email marketing practices
  • Non-compliance with applicable email marketing laws
  • Misuse of customer email addresses
  • Violations of customer consent or privacy rights

9. DATA PROCESSING ADDENDUM (DPA)

When we process customer or reviewer data on your behalf, our Data Processing Addendum (DPA) applies and is incorporated into these Terms by reference. The DPA includes Standard Contractual Clauses (SCCs) for international transfers and outlines our mutual responsibilities under GDPR. You can review the current version here: /dpa.

By using our Services, you agree to the DPA unless otherwise signed in a separate written agreement.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Our Intellectual Property

We own all rights to:

  • The spinix.so platform and software
  • Our proprietary algorithms and methodologies
  • Trademarks, service marks, and brand elements
  • Documentation, training materials, and content
  • Innovations and improvements to our Services

10.2 License to Use

We grant you a limited, non-exclusive, non-transferable license to use our Services in accordance with these Terms.

10.3 Your Content License

By using our Services, you grant us:

  • A license to use your content for service provision
  • Rights to display your business information publicly
  • Permission to use your data for analytics and improvements
  • Authority to syndicate reviews to third-party platforms

11. TERMINATION

11.1 Termination by You

  • You may cancel your subscription at any time with 30 days' notice
  • Cancellation takes effect at the end of your current billing period
  • No refunds are provided for unused portions of prepaid subscriptions
  • You may export your data before termination
  • Email marketing lists and consent records should be maintained per legal requirements

11.2 Termination by Us

We may terminate your account:

  • For breach of these Terms or our policies
  • For fraudulent or illegal activity
  • For violations of email marketing laws or unethical practices
  • For non-payment of fees
  • Upon 30 days' notice for any reason

11.3 Effect of Termination

Upon termination:

  • Your access to our Services will cease
  • We will retain your data as required by law
  • Published reviews may remain publicly available
  • You remain responsible for email marketing compliance and consent management
  • Outstanding fees remain due and payable

12. WARRANTIES AND DISCLAIMERS

12.1 Service Warranties

We warrant that our Services will:

  • Perform substantially in accordance with our documentation
  • Be provided with reasonable care and skill
  • Include appropriate consent management tools for email collection

12.2 Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT:

  • Compliance with all applicable email marketing laws in all jurisdictions
  • That all collected email addresses will result in successful marketing campaigns
  • That third-party email platforms will accept all transferred addresses
  • The deliverability or effectiveness of your email marketing campaigns

13. SECURITY & ABUSE PREVENTION

We maintain industry-standard security practices to safeguard client and reviewer data. These include TLS encryption, encryption at rest, role-based access, and MFA for admin access. Reward spins and prize redemptions are validated server-side with single-use codes to prevent manipulation or automated abuse.

Clients agree to use the Services responsibly, including protecting admin credentials and not publicly sharing QR codes or reward links. We reserve the right to temporarily suspend accounts showing signs of abuse, fraud, or repeated system exploitation attempts.

14. SERVICE LEVELS & INCIDENT RESPONSE

We aim for 99.5% monthly uptime excluding planned maintenance. In the event of a significant outage or data-impacting incident, we will notify affected customers without undue delay and provide regular status updates until resolution.

You can contact our incident response team athello@spinix.so for urgent matters related to availability or data integrity.

15. LIMITATION OF LIABILITY

15.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

15.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
  • LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
  • EMAIL MARKETING CAMPAIGN PERFORMANCE
  • PENALTIES OR FINES FOR EMAIL MARKETING LAW VIOLATIONS
  • DATA LOSS OR CORRUPTION
  • THIRD-PARTY CLAIMS OR ACTIONS
  • CONSEQUENCES OF AI-GENERATED REVIEW RESPONSES, WHETHER APPROVED MANUALLY OR AUTO-PUBLISHED
  • GOOGLE BUSINESS PROFILE API CHANGES, RESTRICTIONS, OR SERVICE DISRUPTIONS
  • FAILED OR REJECTED GOOGLE REVIEW APPEALS

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Palicz Growth Solutions LP and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses arising from:

  • Your use of our Services
  • Your violation of these Terms
  • Your violation of applicable laws, including email marketing regulations
  • Your email marketing practices and customer communications
  • Violations of customer consent or privacy rights
  • Content you submit or publish
  • Your customer relationships and business practices

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

These Terms are governed by the laws of Ontario, Canada without regard to conflict of law principles.

17.2 Dispute Resolution

Any disputes arising from these Terms shall be resolved through:

  • Good faith negotiations
  • Binding arbitration if negotiations fail
  • Courts of competent jurisdiction in Ontario, Canada

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and us.

18.2 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

19. CONTACT INFORMATION

For questions about these Terms, contact us:

20. UPDATES TO TERMS

We may update these Terms periodically. We will notify you of material changes by email or through our platform. Continued use of our Services after changes constitutes acceptance of the updated Terms.

21. MONEY-BACK GUARANTEE

We want you to be genuinely happy with SpiniX. If you've actively used the platform and you're not satisfied, you may request a refund within 30 days of your first paid subscription charge ("Guarantee Window").

21.1 Eligibility (actual use required)

To qualify, your account must show meaningful use of core features during the Guarantee Window, such as:

  • completed onboarding and setup, and
  • created at least one active campaign or review flow, and
  • used the product to collect reviews and/or email sign-ups (i.e., real customer interactions).

Accounts that did not start using the product (no campaigns/live usage) are not eligible for a refund.

21.2 How to request a refund

Email hello@spinix.so with the subject line "Money Back Guarantee" and include:

  • your account email,
  • the date of your first paid charge, and
  • a brief note on what fell short for you.

21.3 What happens next

  • We'll review eligibility based on actual usage and respond within 5–7 business days.
  • Approved refunds are issued to the original payment method. Processing times may vary by provider.

21.4 Important notes

  • One refund per customer/account.
  • Refunds apply only to the first payment within the Guarantee Window.
  • Abuse, fraud, or policy violations void eligibility.
  • The NFC package is non-refundable under all circumstances, including cases where it is included as a complimentary item in certain plans (such as lifetime or annual subscriptions).
  • If your subscription plan includes a complimentary NFC package, any approved refund will be reduced by the value of the NFC package, regardless of whether you paid for it directly or received it as part of your plan.
  • You are not eligible for a refund if your first payment was made using a discount, coupon code, promotional pricing, or if you have previously benefited from a free trial of the Service.
  • This Guarantee does not limit any rights you may have under applicable law.

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