terms of service

these terms are a contract between you and HEXELITY LABS S.R.L., a company organized under the laws of Romania (referred to here as "Hexelity Labs", "we", "us"), governing your use of Spirby and everything we publish at spirby.com and its subdomains (the "service").

by creating an account, accessing the service, or paying for a plan, you agree to these terms. if you don't agree, don't use the service.

if you're using Spirby on behalf of a company or other organization, you confirm you have authority to bind that organization, and "you" in these terms means both you and that organization.

1. what Spirby is

Spirby is a hosted product for collecting feedback, running public roadmaps, and publishing changelogs. you sign up, create one or more boards, and your end-users vote and comment on posts. we run the servers, the database, the email, and the public surfaces; you supply the content and the customers.

we do not promise that any specific feature will exist forever or behave the same way over time. the service evolves. we will give reasonable notice before making material changes that reduce functionality on a paid plan.

2. accounts

you must provide accurate information when creating an account and keep it current. you are responsible for everything that happens under your account, including the actions of teammates you invite. keep your credentials confidential. tell us at [email protected] if you suspect unauthorized access.

an account is for one organization. you may not share a single account across separate businesses; create separate organizations.

we may refuse to create an account, or close one, if we reasonably believe it has been used to violate these terms or applicable law.

3. plans, fees, and billing

paid plans are billed in advance, monthly or annually depending on what you choose at checkout. fees are stated in the currency shown at checkout.

billing for the service is handled by Polar (Polar Software, Inc., spirby's payment provider) acting as the Merchant of Record for your purchase. that means Polar is the seller on the invoice you receive, processes the payment on its own infrastructure, and is responsible for collecting and remitting any sales tax, VAT, GST, or equivalent transaction tax that applies to the purchase under the laws of your jurisdiction. by entering payment information at checkout you authorize Polar to charge the payment method you provide for current and future fees on the cadence you selected, in accordance with Polar's own terms at https://polar.sh/legal/terms. failed payments may result in your plan being downgraded or your account being suspended after reasonable notice.

we may change our prices. we will give at least 30 days' notice before a price change takes effect for your plan. the new price applies to your next renewal after that period; you can cancel before then if you don't want to continue.

free plans, if any, may be modified or discontinued at any time without notice.

4. trials

if we offer a free trial of a paid plan, the trial converts to a paid subscription on the date stated at signup unless you cancel before that date. cancel from the billing settings inside the app.

5. refunds

we don't generally offer refunds for partial billing periods. if you cancel mid-cycle, your plan continues to the end of the period you've paid for and is not renewed.

because Polar is the Merchant of Record for your purchase, refunds (where granted) are issued by Polar in accordance with Polar's published policy and applicable consumer-protection law. to request a refund, email [email protected] and we will coordinate with Polar on your behalf.

if you are a consumer in the European Union and you subscribed through our website, you have a statutory right to withdraw from the contract within 14 days of signing up, subject to the conditions in the EU Consumer Rights Directive. this right is lost once you have started using the paid features (which we treat as performance of the service with your express consent and acknowledgement that you lose the withdrawal right). to exercise it, email [email protected] within 14 days.

nothing in this section limits your statutory rights as a consumer.

6. cancellation and termination

you can cancel your subscription at any time from the billing settings. cancellation stops auto-renewal; the plan stays active until the end of the period you've already paid for.

you can delete your account at any time. deletion removes your organization, boards, posts, comments, and end-user data on a defined schedule (see our privacy policy for retention details). some records (billing, audit, and security logs) are retained as required by law.

we may suspend or terminate your account, with or without notice, if (a) you materially breach these terms and fail to cure within a reasonable period after we ask you to, (b) you engage in conduct that creates legal or security risk for us or other customers, or (c) we are required to by law or by an order from a competent authority. where we can, we will give you notice and a chance to export your data.

we may also discontinue the service entirely, with at least 60 days' notice and a reasonable export window, if we decide to do so as a business.

7. acceptable use

you agree not to use Spirby to:

• post or distribute content that is illegal, infringes someone else's rights, defames identifiable people, or sexualizes minors;
• post or distribute malware, phishing payloads, or content designed to harm devices or accounts;
• attempt to break, probe, or stress the service beyond reasonable use, or circumvent rate limits, paywalls, quotas, or access controls;
• use the service to send unsolicited bulk messages to your end-users in a way that violates applicable anti-spam laws;
• scrape, copy, or republish substantial portions of other customers' boards without their permission;
• resell or sublicense the service, or operate a competing feedback-board product on top of it, without a written agreement with us;
• use automated systems (bots, scripts, AI agents) to inflate vote counts, comments, or any other engagement signal on your boards or anyone else's.

we may remove content or restrict accounts that violate this section. for repeat or severe violations we may terminate without refund.

8. your content

you keep ownership of everything you and your end-users post to Spirby (posts, comments, votes, attachments, board configuration, custom branding) (the "your content").

you grant us a worldwide, non-exclusive, royalty-free licence to host, store, transmit, display, format, and back up your content for the sole purpose of providing the service to you and your end-users. this licence ends when you delete the content or close your account, except for residual copies in backups for the retention windows described in our privacy policy.

you are responsible for your content. you confirm you have the rights necessary to post it and to grant us the licence above. we don't pre-screen your content; we may remove it if we believe it violates these terms or the law.

if your content includes personal data of your end-users, you are the data controller and we are the data processor. our data processing agreement at spirby.com/dpa governs that processing and is incorporated into these terms by reference.

9. our content

the Spirby software, the spirby.com website, our brand, our documentation, and everything we publish that isn't your content (collectively, "our content") is owned by Hexelity Labs S.R.L. or our licensors and is protected by intellectual property laws.

we grant you a limited, non-exclusive, non-transferable, revocable right to use the service while your account is active and in good standing. you don't get any other right or licence in our content. in particular, you don't get rights to copy our software, reverse engineer it, or use the Spirby brand other than to identify that you use the service.

feedback you send us about Spirby is not confidential. we can use it without restriction or compensation.

10. third-party services

Spirby relies on third-party services to operate (for example Polar for billing, Resend for transactional email, Cloudflare for DNS and edge security) and integrates with services you may choose to connect (for example a custom domain on Cloudflare). your relationship with each of those services is governed by their own terms. we're not responsible for the actions or omissions of those providers, except where mandatory law makes us liable.

links from our content to third-party sites are provided for convenience and do not imply endorsement.

11. service availability

we aim for high availability but we do not guarantee that the service will be uninterrupted or error-free. we may need to take parts of the service offline for maintenance, upgrades, or in response to security incidents, and we will try to do so with as little disruption as possible.

we do not offer a contractual uptime SLA on the entry plan. higher plans, if and when they introduce one, will state the SLA explicitly in the plan description.

12. security

we maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the service and your data. our current security posture is summarized in Annex II of our data processing agreement at spirby.com/dpa.

if you discover a security issue, email [email protected]. don't probe the service in ways that could affect other customers. we will not pursue legal action against good-faith security research that follows reasonable disclosure practices.

13. confidentiality

each of us may receive non-public business or technical information from the other ("confidential information"). each of us will use the other's confidential information only to perform under these terms and protect it with at least the same care as our own confidential information of similar sensitivity. confidential information does not include information that is public, that the receiver already had, that the receiver independently develops, or that the receiver lawfully receives from a third party.

14. warranties

the service is provided "as is" and "as available". to the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

we do not warrant that the service will meet your requirements, that defects will be corrected, that the service will be available at any particular time or location, or that data stored in the service will be free from loss or corruption. you remain responsible for keeping your own backups of anything you can't afford to lose.

nothing in this section limits warranties that cannot be disclaimed under the laws applicable to you as a consumer.

15. limitation of liability

to the maximum extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if the other party was advised that such damages were possible;
• our aggregate liability arising out of or related to these terms or the service is limited to the greater of (a) the fees you paid us in the 12 months immediately before the event giving rise to the liability or (b) one hundred euro (€100).

the limitations in this section do not apply to liability that cannot be limited or excluded by law (for example liability for death or personal injury caused by negligence, fraud, or wilful misconduct).

if you are a consumer, mandatory consumer protection law in your country of residence may give you broader rights than these terms. nothing in these terms reduces those rights.

16. indemnification

you will defend, indemnify, and hold harmless Hexelity Labs and its officers, employees, and contractors from any third-party claim arising out of or related to (a) your content, (b) your use of the service in violation of these terms or applicable law, or (c) your violation of someone else's rights. we will give you prompt notice of the claim and let you control the defence, with our reasonable cooperation, provided any settlement that admits liability or imposes obligations on us requires our prior written consent.

17. changes to these terms

we may update these terms from time to time. if we make material changes, we will give you notice (for example by email to the address on the account or by an in-app notice) at least 30 days before they take effect. continued use of the service after the effective date means you accept the updated terms. if you don't accept them, your remedy is to stop using the service and cancel your subscription before the effective date.

we will keep prior versions available on request.

18. governing law and disputes

these terms are governed by the laws of Romania, without regard to its conflict-of-laws rules. the United Nations Convention on Contracts for the International Sale of Goods does not apply.

the parties will try to resolve any dispute amicably first. if that fails, the competent courts at the registered seat of HEXELITY LABS S.R.L. in Romania have exclusive jurisdiction, except that:

• if you are a consumer resident in the European Union, you may bring proceedings in the courts of your member state of residence and rely on mandatory consumer protections of that member state;
• you may also use the EU Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

19. miscellaneous

entire agreement. these terms, together with the privacy policy, the cookies policy, the data processing agreement, and any plan-specific terms shown at checkout, are the entire agreement between you and Hexelity Labs about the service and supersede any prior or contemporaneous agreements.

no waiver. if we don't enforce a right under these terms in a particular case, that doesn't mean we waive it.

severability. if a court finds any provision unenforceable, the rest of these terms remain in effect and the unenforceable provision will be replaced with an enforceable one that comes closest to the original intent.

assignment. you can't assign these terms without our prior written consent. we can assign them to an affiliate, in connection with a merger or sale of substantially all our assets, or as part of a reorganization, with notice to you.

force majeure. neither party is liable for delays or failures caused by events beyond its reasonable control, including network outages, cloud provider failures, natural disasters, war, terrorism, civil disorder, labour disputes, government action, and pandemics.

notices. we may give you notice by email to the address on the account or by posting a notice in the service. you give us notice by emailing [email protected].

relationship. we are independent contractors. nothing in these terms creates a partnership, joint venture, agency, or employment relationship.

no third-party beneficiaries. no one other than you and us has any rights under these terms.

20. contact

questions about these terms? email [email protected].

postal address and registration details for HEXELITY LABS S.R.L. are available on request to the same address.