Terms and Conditions

Last updated: June 3, 2025

These Terms and Conditions ("Terms") govern your access to and use of the website and self-service platform at https://spotwise.ai (the "Service") operated by Spotwise Inc., a private limited liability company incorporated under the laws of the Republic of Latvia, registration number 40203484951, VAT number LV40203484951, with its registered address at 1111B South Governors Avenue, Spotwise, Inc. Dover, Delaware 19904 United States ("Spotwise Inc.", "we", "us", or "our").

Please read these Terms carefully before using the Service. By accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree with any part of these Terms, you must not access or use the Service.

These Terms apply to all visitors, users, and others who access or use the Service, whether as an individual or as a representative of a business entity. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

IMPORTANT: These Terms contain provisions that limit our liability, require binding arbitration, and affect your legal rights. Please read them carefully.

The Service
Accounts and Registration
Acceptable Use and Prohibited Conduct
Data Usage Restrictions
Purchases and Payment
Subscriptions and Billing
Free Trial
Fee Changes
Refunds
AI-Powered Features
Content
Intellectual Property
Confidentiality
Availability, Errors, and Inaccuracies
Links to Third-Party Websites
Termination
Limitation of Liability
Disclaimer of Warranties
Indemnification
Governing Law and Dispute Resolution
Changes to These Terms
Severability and Waiver
Contact Us

1. The Service

Spotwise.ai is a self-service platform that provides advertisers and media professionals with access to real-time and historical radio broadcast monitoring data, analytics, and related AI-powered insights (the "Service"). Access to the Service is provided on a subscription basis or as otherwise agreed in writing.

The Service is intended for commercial use by businesses and professionals. By using the Service, you represent that you are at least 18 years of age and have the legal capacity to enter into binding contracts under applicable law.

2. Accounts and Registration

To access certain features of the Service, you must register for an account. When creating an account, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms and may result in the immediate termination of your account.

You are responsible for:

safeguarding your account password and all activity that occurs under your account;
ensuring that no unauthorised person has access to your account credentials;
immediately notifying us at hello@spotwise.ai upon becoming aware of any breach of security or unauthorised use of your account.

You agree not to disclose your password to any third party. You may not transfer, sell, or assign your account to any other person or entity without our prior written consent.

One account may be used only by the individual or entity that registered it. Account sharing — meaning the use of a single account by more than one individual, whether simultaneously or sequentially — is strictly prohibited. If we detect or reasonably suspect account sharing, we reserve the right to suspend or terminate your account immediately without refund.

We reserve the right to refuse registration, suspend, or terminate any account at our sole discretion.

3. Acceptable Use and Prohibited Conduct

You agree to use the Service only for lawful purposes and in a manner consistent with these Terms. You must not:

use the Service in any way that violates any applicable local, national, or international law or regulation;
use the Service for any purpose that is fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or otherwise objectionable;
attempt to gain unauthorised access to any part of the Service, its servers, or any system or network connected to the Service;
use any automated tools, bots, scrapers, or data harvesting technologies to extract data from the Service beyond what is explicitly permitted by the API or your subscription plan;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service;
introduce any virus, trojan horse, worm, logic bomb, or other malicious or technologically harmful material to the Service;
use the Service to generate, store, transmit, or display content that infringes the intellectual property rights of any third party;
use the Service to send unsolicited commercial communications (spam);
interfere with or disrupt the integrity or performance of the Service or the data contained therein;
impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity.

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this section, including without limitation, terminating their account and reporting such conduct to law enforcement authorities.

4. Data Usage Restrictions

This section is particularly important for our business model. Please read it carefully.

The radio monitoring data, analytics outputs, reports, and any other content delivered through the Service (collectively, "Platform Data") are licensed to you for your own internal business purposes only. You expressly agree that you will not:

resell, sublicense, redistribute, or otherwise make Platform Data available to any third party, whether for commercial gain or otherwise, without our prior written consent;
incorporate Platform Data into any product or service that you offer to third parties;
use Platform Data to build, train, or improve any competing product, service, database, or artificial intelligence model;
share, publish, or publicly disclose Platform Data in any form that could substitute for or diminish the commercial value of the Service;
remove or alter any proprietary notices, labels, or marks on or accompanying the Platform Data;
use Platform Data in any manner that violates applicable law, including without limitation data protection and intellectual property laws.

Any breach of this section shall be deemed a material breach of these Terms and shall entitle us to terminate your account immediately and seek all available remedies at law and in equity, including injunctive relief and damages.

If you wish to use Platform Data in a manner not expressly permitted by these Terms — for example, for research publications, white-label integrations, or data partnerships — please contact us at hello@spotwise.ai to discuss a separate written agreement.

5. Purchases and Payment

If you wish to purchase any subscription plan or other product or service made available through the Service ("Purchase"), you will be asked to supply certain information relevant to your Purchase, including your payment details.

You represent and warrant that: (i) you have the legal right to use any payment method you provide in connection with any Purchase; and (ii) the information you supply to us is true, correct, and complete.

All payments are processed by Stripe, our third-party payment processor. We do not store or collect your payment card details directly — that information is provided directly to Stripe, whose use of your personal information is governed by their Privacy Policy available at https://stripe.com/en-lv/privacy. Stripe adheres to the standards set by PCI-DSS as managed by the PCI Security Standards Council.

We reserve the right to refuse or cancel any order at any time for reasons including but not limited to: product or service availability, errors in the description or pricing of the product or service, errors in your order, or suspicion of fraud or unauthorised transaction.

All prices are displayed exclusive of VAT unless expressly stated otherwise. VAT will be applied where required by applicable law.

6. Subscriptions and Billing

Certain parts of the Service are available on a subscription basis ("Subscription"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on a monthly or annual basis, depending on the subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or we cancel it prior to the renewal date. You may cancel your Subscription at any time through your online account management page or by contacting us at hello@spotwise.ai. Cancellation will take effect at the end of the then-current Billing Cycle; you will continue to have access to the Service until that date.

A valid payment method is required to maintain your Subscription. You must provide SIA SPOTWISE with accurate and complete billing information, including your full name, billing address, and valid payment method details. By submitting your payment information, you authorise SIA SPOTWISE to charge all Subscription fees incurred through your account to your chosen payment method.

If automatic billing fails for any reason, we will issue an electronic invoice indicating that you must complete payment manually within the deadline specified in that invoice. Failure to pay within the stated deadline may result in suspension or termination of your access to the Service.

7. Free Trial

SIA SPOTWISE may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). The specific terms and duration of any Free Trial will be communicated to you at the time of the offer.

You may be required to enter your billing information in order to sign up for a Free Trial. If you do provide billing information, you will not be charged until the Free Trial period has expired. On the last day of the Free Trial period, unless you have cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the plan you have selected.

SIA SPOTWISE reserves the right, at any time and without notice, to: (i) modify the terms and conditions of any Free Trial offer; or (ii) discontinue the Free Trial offer entirely. Only one Free Trial is available per person and per company. Any attempt to circumvent this limitation — for example, by registering multiple accounts — constitutes a breach of these Terms.

8. Fee Changes

SIA SPOTWISE reserves the right, at its sole discretion, to modify the Subscription fees for any plan at any time. Any change in Subscription fees will become effective at the end of your then-current Billing Cycle.

We will provide you with reasonable prior notice — not less than 30 days — of any change in Subscription fees, giving you the opportunity to cancel your Subscription before the change becomes effective. Notice will be provided by email to the address associated with your account and/or by a prominent notice within the Service.

Your continued use of the Service after a fee change becomes effective constitutes your acceptance of the revised fee. If you do not agree to the new fees, you must cancel your Subscription before the end of the current Billing Cycle.

9. Refunds

Except where required by applicable law, paid Subscription fees are non-refundable. This includes situations where your account is terminated due to a breach of these Terms.

We may, at our sole discretion, consider refund requests for Subscriptions on a case-by-case basis. Any such refund is entirely discretionary and does not create a right to a refund in any future instance.

If you believe you are entitled to a refund under applicable consumer protection law, please contact us at hello@spotwise.ai and we will assess your request in accordance with our obligations under Latvian and European Union law.

10. AI-Powered Features

The Service incorporates artificial intelligence and machine learning features, including AI-generated insights, predictive analytics, and text analysis applied to radio broadcast monitoring data (collectively, "AI Features"). These features are designed to assist your decision-making and are provided for informational purposes only.

IMPORTANT: AI Features may produce inaccurate, incomplete, or misleading outputs. You must not rely solely on AI-generated content for any business, legal, financial, or other decisions without independently verifying the information. SIA SPOTWISE expressly disclaims any liability arising from your reliance on AI-generated outputs.

When using AI Features, you must not:

attempt to generate harmful, abusive, defamatory, or illegal content;
use AI Features to infringe the intellectual property rights of any third party;
use outputs of AI Features to train, develop, or improve any competing artificial intelligence model or service;
misrepresent AI-generated content as human-authored content in any deceptive manner;
attempt to circumvent, manipulate, or extract the underlying model, prompts, or algorithms used by the AI Features.

When you use AI Features, we collect data including usage metadata and interaction logs. We use this data to operate and improve the Service, maintain safety, and comply with applicable law, as described in our Privacy Policy.

AI Features are provided by third-party AI service providers. Your use of AI Features is also subject to the applicable terms and policies of those providers. We will inform you of the relevant providers within our Privacy Policy.

11. Content

The Service may allow you to submit, upload, post, or otherwise make available certain information, text, files, or other material ("User Content"). You retain ownership of any intellectual property rights that you hold in your User Content.

By submitting User Content to the Service, you grant SIA SPOTWISE a worldwide, non-exclusive, royalty-free licence to use, reproduce, process, and display that User Content solely to the extent necessary to provide and operate the Service.

You represent and warrant that:

you own or have the necessary rights and permissions to submit the User Content and to grant the licence described above;
the submission, posting, or transmission of User Content does not violate the privacy rights, intellectual property rights, or any other rights of any third party;
your User Content does not contain any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable.

You are solely responsible for all User Content that you submit to the Service, including its legality and accuracy. We do not endorse, verify, or assume any responsibility for User Content submitted by users.

12. Intellectual Property

The Service and all of its content, features, functionality, software, algorithms, trade secrets, visual interfaces, design, and proprietary data (excluding User Content) are and shall remain the exclusive property of SIA SPOTWISE and its licensors ("Spotwise IP"). Spotwise IP is protected by copyright, trademark, trade secret, and other intellectual property laws of the Republic of Latvia and applicable international treaties.

Nothing in these Terms grants you any ownership interest in or licence to any Spotwise IP except the limited right to use the Service as expressly set forth in these Terms. In particular, you may not:

copy, modify, reproduce, distribute, or create derivative works based on the Service or any Spotwise IP;
use SIA SPOTWISE's trademarks, trade names, logos, or brand elements in connection with any product or service without our prior written consent;
frame or mirror any part of the Service on any other website or application without our prior written consent;
systematically retrieve data from the Service to create or compile, directly or indirectly, a collection, database, or directory.

13. Confidentiality

In the course of using the Service, you may gain access to information that is non-public, proprietary, or confidential in nature, including but not limited to pricing structures, API configurations, Platform Data, and information about the Service's technical architecture ("Confidential Information").

You agree to:

keep all Confidential Information strictly confidential and not disclose it to any third party without our prior written consent;
use Confidential Information solely for the purpose of using the Service as permitted under these Terms;
take all reasonable steps to protect Confidential Information from unauthorised use, access, or disclosure.

This obligation of confidentiality does not apply to information that: (i) is or becomes publicly available through no fault of yours; (ii) was rightfully known to you before receipt from us; (iii) is independently developed by you without reference to Confidential Information; or (iv) is required to be disclosed by law or court order, provided that you give us prompt written notice and cooperate with us to seek a protective order.

These confidentiality obligations survive the termination of your account and these Terms for a period of five (5) years.

14. Availability, Errors, and Inaccuracies

We are continuously developing and updating our Services, data feeds, and features. The information, data, and services available through the Service may from time to time contain errors, inaccuracies, or omissions, and may be unavailable or interrupted.

We cannot and do not guarantee the accuracy, completeness, or timeliness of any data available through the Service, including radio monitoring data, analytics outputs, or pricing information. We reserve the right to update, correct, or modify any information at any time without prior notice.

We do not commit to any specific level of uptime or service availability unless expressly set forth in a separate Service Level Agreement ("SLA") agreed in writing between the parties. Planned maintenance will be communicated in advance where reasonably practicable.

15. Links to Third-Party Websites

The Service may contain links to third-party websites or services that are not owned or controlled by SIA SPOTWISE. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

You acknowledge and agree that SIA SPOTWISE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods, or services available through any such third-party websites or services.

We strongly recommend that you read the terms and conditions and privacy policies of any third-party websites or services that you visit.

16. Termination

We may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason, including without limitation if we reasonably believe that you have breached these Terms. Upon termination, your right to use the Service will immediately cease, and any data associated with your account may be deleted in accordance with our data retention practices as described in the Privacy Policy.

Without limiting the foregoing, we reserve the right to terminate or suspend your account immediately if:

you breach any provision of these Terms, including but not limited to the data usage restrictions in Section 4 or the account sharing prohibition in Section 2;
we are required to do so by law or by order of a competent authority;
we reasonably suspect fraudulent, abusive, or illegal activity associated with your account;
your account remains inactive for a continuous period of 12 months;
you fail to pay any amounts due under these Terms within the applicable payment deadline.

If you wish to terminate your account, you may do so by contacting us at hello@spotwise.ai. Termination of your account does not relieve you of any payment obligations accrued prior to termination.

The following provisions of these Terms shall survive any termination: Sections 4 (Data Usage Restrictions), 12 (Intellectual Property), 13 (Confidentiality), 17 (Limitation of Liability), 18 (Disclaimer of Warranties), 19 (Indemnification), and 20 (Governing Law and Dispute Resolution).

17. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall SIA SPOTWISE, nor its directors, officers, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, revenue, data, goodwill, business opportunity, or other intangible losses, arising out of or in connection with:

your access to or use of, or inability to access or use, the Service;
any conduct or content of any third party on the Service;
any data or content obtained from or through the Service;
any reliance on AI-generated outputs or analytics provided through the Service;
unauthorised access to, use of, or alteration of your transmissions or data;
any interruption, suspension, or termination of the Service;

whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not SIA SPOTWISE has been advised of the possibility of such damages.

In jurisdictions that do not allow the exclusion or limitation of liability for certain types of damages, our liability shall be limited to the maximum extent permitted by law. In all cases, our aggregate liability to you for all claims arising out of or relating to these Terms or the Service shall not exceed the total amount of Subscription fees paid by you to SIA SPOTWISE in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms shall limit or exclude our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be limited or excluded under applicable law.

18. Disclaimer of Warranties

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of dealing.

SIA SPOTWISE, its subsidiaries, affiliates, and licensors do not warrant that:

the Service will be uninterrupted, timely, secure, or available at any particular time or location;
any errors or defects in the Service will be corrected;
the Service is free of viruses, malicious code, or other harmful components;
the data and outputs provided through the Service are accurate, complete, or up to date;
the results obtained from using the Service will meet your requirements or expectations.

19. Indemnification

You agree to defend, indemnify, and hold harmless SIA SPOTWISE, its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

your breach of these Terms;
your use of the Service in violation of any applicable law or regulation;
your User Content;
your violation of any third-party rights, including intellectual property rights or privacy rights;
any unauthorised use of Platform Data in breach of Section 4.

20. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of Latvia, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, including the validity, invalidity, breach, or termination thereof, shall be subject to the exclusive jurisdiction of the courts of the Republic of Latvia. The parties agree that the courts located in Riga, Latvia shall have exclusive jurisdiction to settle any such disputes.

If you are a consumer located in the European Union, you may also have the right to refer disputes to the European Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

Our failure to enforce any right or provision of these Terms shall not be construed as a waiver of that right or provision. A waiver of any breach shall not constitute a waiver of any subsequent breach.

21. Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to the new terms taking effect. We will notify you of material changes by email to the address associated with your account and/or by displaying a prominent notice within the Service.

What constitutes a "material" change will be determined at our sole discretion. Changes to pricing, key user rights, liability limitations, or data usage restrictions will always be considered material.

By continuing to access or use the Service after any revised Terms become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Service before the revised Terms take effect.

22. Severability and Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect.

These Terms, together with our Privacy Policy, constitute the entire agreement between you and SIA SPOTWISE with respect to the Service and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to the Service.

23. Contact Us

If you have any questions, concerns, or complaints about these Terms, please contact us:

Email: hello@spotwise.ai

Phone: +371 66903269

Registered address:

SIA SPOTWISE

Pakalniņu iela 4

Tīraine, Mārupes pag., Mārupes nov.

LV-2167, Latvia

Registration No.: 40203484951

VAT No.: LV40203484951

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