Terms & Conditions
Please read these Terms & Conditions (“Terms”) carefully prior to accessing or using our website located at spelly.io or purchasing and downloading the Spelly plugin (hereinafter together referred to as the “Service”). These Terms contain important information about your legal rights and obligations.
Note, by accessing or using the Service, you represent and warrant that you have read, understand, have the legal capacity to and hereby agree to be legally bound by and to comply with these Terms in full. If you do not agree with these Terms, please, do not continue to use the Service.
Our collection and use of personal data in connection with your access to and use of the Service is described in our Privacy Notice.
If you have any questions or comments about these Terms & Conditions or the Service, please contact us at email@example.com.
Table of contents
Content and intellectual property rights
Applicable law and jurisdiction
Questions and contact information
Short version: This is an important contract between us and our users. By using the Service you agree to comply with its terms all and all applicable laws and regulations. You must be of legal age. We may change these terms, but some changes aren't that important — we will only notify you of any changes that affect your rights and give you time to adjust to them.
These Terms and any policies, including our Privacy Notice and any operating rules posted in the Service constitute the entire legally binding agreement and understanding between you ("you" or “user”) and Spelly, governing your access to and use of the Service, as well as purchase of the Spelly plugin (“Agreement”).
This Agreement supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter.
When you use the Service you hereby declare and warrant that:
(1) according to your local jurisdiction you are of legal age and eligible to enter into the Agreement;
(2) according to your local jurisdiction you have no restriction to use the Service;
(3) you comply with these Terms and all applicable laws and regulations.
These Terms are subject to change at any time. In case of material changes affecting your use of the Service or your legal rights as a user of the Service, we’ll notify you prior to the changes’ effective date by posting a notice on the Service or sending a notification to the email provided to us by you. It is your responsibility to check periodically for any changes we make to the Terms. Your continued use of the Service after any changes have been implemented constitutes acceptance by you of such change(s).
A printed version of these Terms shall be admissible in judicial or administrative proceedings based on or relating to use of the Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Short version: When creating your personal account you must provide valid email addresses. You may not have more than one account. One set of login credentials (email and password) may be used exclusively on one device at a time. You alone are responsible for your account and anything that happens while you are signed in to or using your account. You are responsible for keeping your account secure.
In order to use the full range of features offered by Spelly you may register a personalized account (“Account”) by providing your email address and creating a password.
If you sign up for the Spelly Enterprise or Spelly Pro, you have to provide email addresses of all the team members to have access to the Service. Please ensure that the total number of the team members does not exceed the maximum number authorized by Spelly.
Those team members will be able to create their own passwords to log in with the Service thereby they become subject to these Terms. You are responsible for ensuring that all of your team members comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any of your team members shall be deemed to be a violation thereof by you.
Please note, that one set of login credentials (email and password) may be used exclusively on one device at a time. The Service will not be available on any device other than the one used to log in with the Service.
You must provide accurate, current and complete information during the registration process and keep your account information up-to-date at all times. More information about your data see in our Privacy Notice.
By registering an Account on behalf of a legal entity you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
You may have only one account. You may not transfer or assign your account. You are solely responsible for maintaining the confidentiality of your login credentials you use to sign up for the Service, and for all activities that occur under those credentials. It is your responsibility to ensure that your use of the Service and Account does not contravene any applicable laws, rules, or regulations.
If you know or have any reason to suspect that someone has gained access to your Account without your authorization, or your credentials have been lost, stolen, misappropriated, or otherwise compromised, please immediately notify Spelly to the following email: firstname.lastname@example.org.
To irreversibly terminate your Account, please, use the “Delete Account” option in your Account or forward the request at email@example.com and we will take all the necessary actions.
Short version: Spelly offers you a software - the Spelly plugin to check spelling within the Sketch design documents. You can use it only in accordance with this license and your Subscription plan. You may not copy it, decompile, reverse engineer or do anything else harmful to the software or Spelly’s rights to it. Otherwise, your use will be terminated.
Use of our Service requires you to download on your device a software. The software we sell is a plugin for Sketch that interactively checks spelling, suggests corrections and allows user to apply corrections inside the Sketch design document (“Spelly plugin”).
Subject to your compliance with these Terms and your Subscription plan, Spelly hereby grants you a limited, personal, non-exclusive, non-sublicensable, revocable, non-transferable, worldwide license to:
- download and install the Spelly plugin within Sketch;
- use the Spelly plugin on your personal device in the manner provided for in these Terms;
- share your license with the authorized team members.
Under this license you may not:
(i) sell, lease, rent, license, sublicense, redistribute, assign or grant the Spelly plugin;
(ii) decompile, disassemble, or reverse engineer the Spelly plugin, in whole or in part;
(iii) write or develop any derivative software, make attempt to derive the source code of, modify, or create derivative works of the Spelly plugin, any updates, or any part or any other software program based upon the Spelly plugin;
(iv) provide, disclose, divulge or make available to, or permit use of the Spelly plugin by any third party without Spelly’s prior written consent; or
(v) copy the Spelly plugin.
Any attempt to do so is considered as a violation of these Terms and the rights of Spelly. If you violate any of these restrictions, your use of the Spelly plugin will be reviewed and terminated, and you may be subject to legal actions and damages.
Spelly may provide upgrades, modifications, updates, or additions to the Spelly plugin during the term of this license. The terms of this license shall be applied to any such modification unless it is accompanied by a separate license.
It is understood and agreed that Spelly is the owner of all right, title, and interest in and to the original, and any copies of the Spelly plugin and related information, improvements, enhancements or derivatives thereto and ownership of all intellectual property rights pertaining thereto, in whole or in part, shall be, vest with, and remain the exclusive property of Spelly.
You, as licensee, through your downloading, installing, or use of the Spelly plugin do not acquire any ownership rights to the software.
Your license to use the Spelly plugin is automatically revoked if you violate these Terms. We hereby reserve all rights not expressly granted in these Terms.
Short version: We offer to you three subscription plans: Basic, Pro and Enterprise, the two latter of which are subject to the subscription fees. You can use a 14-day free trial for the Spelly Pro. We may change the features and prices of the subscription plans at any time.
Your use of the Spelly plugin may be subject to the Subscription fees. Different rates apply to different Subscription plans. These plans (Basic, Pro and Enterprise) can be found on our Pricing page. Your Subscription fee depends on the number of users having access to your subscription plan. If you add users during the term of your subscription plan, the Subscription fee for the next period will be accordingly increased. In case the number of users decreases, you will not be refunded.
All fees are exclusive of all taxes, levies or duties due under any applicable law. The user is solely responsible for the payment of such taxes, levies or duties.
You hereby acknowledge and agree that we may at any time modify the set of features available in our Subscription plans. Please review periodically our Pricing page for any such changes and modifications.
Your use of Spelly Pro is subject to the Subscription fee as indicated on our Pricing page. By purchasing Spelly Pro you will get access to the whole range of Spelly Basic features and, in addition, you will be able to:
- check the unlimited number of errors per document;
- easily fix the errors with Spelly;
- auto-fix similar errors;
- use multiple languages at once;
- use advanced professional dictionaries.
Your use of Spelly Enterprise is subject to the Subscription fee as indicated on our Pricing page. By purchasing Spelly Enterprise you will get access to the whole range of Spelly Pro features and, in addition:
- priority support;
- priority feature development;
- advanced bulk user management;
- custom legal and compliance on request;
- custom payment schedules.
You can access Spelly Basic on a free basis to use the following limited features of the Spelly plugin:
- check 100 errors per document;
- check spelling in entire document;
- revise the errors and fix them manually;
- 1 language available.
Spelly Basic cannot be accessed upon registration. This plan is only intended for downgrade of your plan in case of expiration of your Free Trial or your failure to pay for subscription within 30 days from the date of your plan expiration.
We reserve the right to apply other limitations, including canceling the free plan or limiting the number of users to a team license for Spelly Basic. You will be notified thereof in advance.
Your access to the Spelly plugin may start with a 14-day free trial (“Free Trial”) for Spelly Pro Subscription plan. You are not required to provide any credit card information during the period of Free Trial.
If the period of Free Trial has expired, your access to the Spelly plugin will be automatically downgraded to Spelly Basic. In order to prevent such downgrade or to reactivate the access, you are required to select a suitable Subscription plan and pay the first Subscription fee, if applicable.
Short version: We charge you with the applicable subscription fee in advance at the time of your purchase of the subscription plan. You can upgrade or downgrade your plan. We do not collect any payment data as your payment is facilitated through FastSpring.
The applicable Subscription fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between the parties. Subscription automatically renews until explicitly canceled by the user.
Please note, if your local currency is different from the currency in which the prices are quoted, your bank will apply the exchange rate applicable per the date of purchase, which is beyond our control.
Upon receipt of your payment confirmation our invoice will be automatically available in your Account.
Spelly reserves the right to revise the prices for Subscription plans at any time, subject to providing users with adequate notice of any fee changes before they become effective. Your continued use of the Service after the effective date of such change will constitute your agreement to pay the updated prices.
You can upgrade or downgrade your current Subscription plan at any time. In such an event, you will automatically be charged with the Subscription fee for the next payment interval with the rate indicated in the new Subscription plan. Downgrade of the current Subscription plan may cause the loss of features or capacity of the Spelly plugin.
In case you want to pay via wire transfer, the invoice for payment will be issued on request to firstname.lastname@example.org. You must pay the invoice by the due date indicated on the invoice.
All fees paid or accrued in connection with the Services are non-refundable, and Spelly will not prorate any fees paid for a subscription that is terminated before the end of its term.
If you forget to cancel your subscription before the renewal date, please reach out to email@example.com within seven days after the renewal date to discuss a refund.
Content and intellectual property rights
Short version: We own the Service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.
The Service is owned and controlled by Spelly. Unless otherwise agreed in writing, all materials in the Service, including text, graphics, information, images, designs, icons, photographs, video, sounds, music, computer code, any other materials and the intellectual property rights in such materials (collectively, the “Content”), are owned, controlled and/or licensed by Spelly or included in the Service with the permission of the relevant owner and are protected by copyright and other national and international intellectual property rights.
Certain trademarks, trade names and logos used or displayed in the Service are registered and unregistered trademarks and trade names of Spelly and/or of relevant holder(s) and may not be copied, imitated or used, in whole or in part, without the prior written permission of Spelly or the applicable trademark holder(s).
The software - Spelly plugin - is licensed to you on the terms laid down in “Spelly plugin use license” section of these Terms.
Subject to your compliance with these Terms, Spelly grants you a limited, personal, non-exclusive, non-sublicensable, revocable, non-transferable, worldwide license to (i) access and use the Service on your personal device(s) in the manner provided for in these Terms; and (ii) access and view any Content made available in or through the Service and accessible to you. In case you download or copy the Content and other downloadable materials displayed in the Service, no right, title or interest in any downloaded or copied Content is transferred to you as a result of any such downloading or copying. You agree not to change or delete any ownership notices from materials downloaded or printed from the Service.
Spelly reserves the right to monitor your use and to alter or revoke this license or your access to the Content at any time and for any reason without prior notice. Spelly allowing you this limited use does not constitute a waiver of any of Spelly’s rights to the Content. You are also advised that we are determined to enforce our intellectual property rights to the fullest extent of the law, including through civil remedies and criminal prosecution.
Short version: The Service may contain links to the websites we do not control. You must follow other terms when you use such websites or services provided by other parties.
The Service is rendered in compatibility with third-party website and service - sketch.com. We cannot guarantee that any currently supported third-party services will remain compatible with the Service and all features of the Spelly plugin are constantly available and uninterrupted.
Some features of the Service may be made available or accessed in connection with third-party services and content that Spelly does not control. The Service may contain links or frame hyperlinks to other websites, some of which are governed by third parties.
We have not necessarily reviewed all the information on those other websites and are not responsible for the content of those or any other website or any products or services that may be offered through those or any other website. Inclusion of links to other websites should not be viewed as an endorsement of the content of the linked website. Users use such third-party content contained therein at their own risk. We are not responsible for any losses, damages or other liabilities incurred as a result of your use of any linked website.
Short version: We provide our Service as is, and we make no promises or guarantees about it. Please read this section carefully; you should understand what to expect.
Other than as expressly set out in these Terms or any of our policies, Spelly does not make any specific promises about the Service. The information, materials and software are provided “as is” and “as available”.
To the fullest extent permitted by law, Spelly disclaims all warranties, express or implied, regarding the Service, content, software and any products or services you may obtain or access through the Service, including, but not limited to, implied warranties of title, merchantability, fitness for a particular purpose and non-infringement of intellectual property.
Spelly does not guarantee that the Service will be uninterrupted or error-free, that any defects will be corrected, or that the Service is free of viruses or anything else harmful.
Short version: We will not be liable for damages or losses arising from your use or inability to use the Service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.
Spelly is not responsible if any information, materials, content available through the Service are inaccurate or incomplete, as well as for typographical errors or omissions relating to text or photography. We are not making any promises of any kind, including about the Service’s accuracy, adequacy, usefulness, reliability, legality or otherwise. You agree that it is your responsibility to monitor any changes to the material and the information contained in the Service.
You accept sole responsibility for the legality of your actions within the Service under laws applying to you.
In no event shall Spelly, its directors, members, employees or agents be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use or inability to use the Service, including, without limitation, any damages caused by or resulting from reliance by a user on any information obtained through the Service, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, even if Spelly has been advised of the possibility of such damages.
Spelly shall not be liable for any damages, liability or losses arising out of any transaction or relationship between you and third-party services provider, whether or not Spelly has been advised of the possibility of such damages.
The foregoing limitations of liability do not apply to the extent prohibited by law. Please refer to your local laws for any such prohibitions.
If any part of the warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the total amount of payments made by you to Spelly within one year preceding the claim.
Short version: You are responsible for your use of the Service. If you harm someone else or get into a dispute with someone else, we will not be involved.
You agree to defend, indemnify and hold harmless Spelly, its contractors, employees, business partners and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) any breach by you of any of these Terms, (ii) your use/misuse of software, content or features available in the Service or (iii) a violation by you of applicable law or any agreement or terms with a third party to which you are subject.
You also agree to reimburse Spelly for any damage, loss, cost or expense Spelly incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your use of the Service for any unlawful or prohibited purpose.
We reserve the right to handle our legal defense however we see fit, including instances when you are indemnifying us. Therefore, you agree to cooperate with us so we execute our strategy.
Applicable law and jurisdiction
Short version: This agreement is governed by the laws of Ukraine. We hope to resolve all the issues by peaceful means, but in case a serious dispute arises between us, it must be resolved in the national court of Ukraine.
Except as otherwise set forth in these Terms or any policies, these Terms shall be exclusively governed by and construed in accordance with the laws of Ukraine, excluding its rules on conflicts of laws.
The Service has been designed to comply with the laws of Ukraine. If any material in the Service, or your use of the Service, is contrary to the laws of the place where you are when you access it, the Service is not intended for you, and we ask you not to use the Service. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.
Except where prohibited by applicable law, and without limitation to any statutory rights for consumers, you agree that any dispute, conflict, claim or controversy directly or indirectly arising out of or broadly in connection with or relating to the Service or these Terms, including, without limitation, those relating to its validity, its construction or its enforceability (any “Dispute”) shall be resolved by means of amicable negotiations directly with Spelly team in accordance with the principles of good faith and cooperation. If the consensus may not be reached by the negotiations, the Dispute shall be settled exclusively in the state courts of Ukraine, subject to its jurisdiction rules, with the applicable substantive law of Ukraine.
All claims shall be brought within one (1) year after the claim arises, except to the extent a longer period is required by applicable law.
Short version: We use email to stay in touch with our users.
By using Spelly, you understand and agree that we may send you via email the communications or data from the Service, including, but not limited to (i) notices about Services, subscription plans used or requested by you; (ii) software updates; and (iii) information or materials regarding your Account; and (iv) billing information and notices about transactions in connection with the Services.
Note, however, that some email messages may be more “commercial” in nature than others, as they may advertise a feature of the Service or our merchandise or a service in which we believe you may be interested, or may otherwise discuss a marketing campaign or promotion offered by Spelly.
We will give you the opportunity to unsubscribe from receiving these commercial emails from us by following the instructions provided in such message(s).
Short version: You may close your account at any time. If you do, we'll treat your information responsibly. We can close your account, if you violate the rules of these Terms.
Termination by you. You may terminate this agreement with Spelly at any time by cancelling your subscription and/or deleting your Account as set forth in section “Account registration” herein and no longer accessing or using the Service. If you close your Account, all licenses granted in these Terms will immediately terminate for you and your team members. We may delete all data associated with your Account and activity from our servers without liability or obligation to you. In case of your early termination the Subscription fee is not subject to refund.
Termination by Spelly. Spelly reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your access and/or Account. Spelly may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.
We reserve the right, at any time at our sole discretion, to: modify, suspend or discontinue the Service, content, feature or offers through the Service, with or without notice; and/or offer or cancel opportunities to some or all users of the Service. You agree that we shall not be liable to you or to any third party should any of the foregoing occur with respect to the Service.
Headings of provisions are for convenience only and shall not be used to limit or construe any provisions of these Terms.
If any provision of these Terms is determined to be unlawful, void or unenforceable, the remaining provisions of these Terms will continue to be fully valid, binding and enforceable.
We may transfer our rights and obligations under these Terms to third party, but this will not affect your rights or our obligations hereunder. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
Questions and contact information
If you have any questions or comments about these Terms & Conditions or the Service, please contact us by:
emailing us at: firstname.lastname@example.org.
Writing to the following address: 01033, Kyiv, 15 Lva Tolstoho st., apt. 19, Ukraine.