Spinstack Terms of Service

1. Acceptance of the Terms

By creating a Spinstack account, connecting a Stripe account, uploading any code or content, or otherwise using the Platform, you ("Seller," "you," or "your") agree to be bound by these Terms of Service ("Terms") and all policies referenced herein (collectively, the "Agreement"). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" will refer to that entity. If you do not agree, you must not use the Platform.

2. Definitions

"Platform" – the software, APIs, dashboards, hosting infrastructure, websites, and services branded as "Spinstack," operated by DocMap Inc. ("Spinstack," "we," "us," or "our").

"Seller" – a person or entity that uploads code to the Platform to create one or more hosted application programming interfaces ("APIs").

"End User" – a customer of a Seller who calls an API the Seller created on the Platform.

"Revenue Share" – the portion of Gross Receipts retained by Spinstack, equal to three percent (3 %) of Gross Receipts unless otherwise agreed in writing.

"Gross Receipts" – all amounts successfully processed through the Platform for an API, including recurring subscription charges, usage‑based fees, and one‑time payments, before any refunds, chargebacks, taxes, or fines.

"Usage Fees" – metered fees charged to the Seller for compute, storage, or other resource consumption recorded by the Platform.

"Content" – code, data files, text, images, or other material you upload or transmit via the Platform.

"Stripe Connect Account" — the payment account Stripe creates for a Seller.

3. Changes to the Agreement

We may update these Terms at any time. Updates fall into two categories:

Editorial or Non‑Material Updates – Clarifications, typo fixes, or changes that do not alter your monetary obligations or risk exposure. These take effect immediately upon posting to our website or your dashboard.

Material Changes – Any change that does affect pricing (including Revenue Share or Usage Fees), dispute‑resolution procedures, indemnity obligations, data‑processing commitments, or other provisions that meaningfully shift money or risk between you and Spinstack. Material changes become effective 30 days after we provide notice.

Notice Methods. We will notify you of material changes by at least one of: (i) email to the address on file, (ii) an in‑app or dashboard banner, or (iii) a prominent notice on our website.

Opt‑Out Right. If you do not agree to a material change, you may terminate your account before the effective date without penalty. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

4. Eligibility & Account Registration

4.1 Basic Requirements

You must be at least 18 years old (or the age of majority in your jurisdiction) and not barred from receiving services under applicable law. You agree to:

  • provide accurate information during onboarding,
  • promptly update that information,
  • maintain the security of your credentials, and
  • notify us immediately of any unauthorized use.

4.2 Payment Processing via Stripe Connect

Payment services for Sellers are provided by Stripe, Inc. ("Stripe") through its Stripe Connect platform. By onboarding as a Seller you (i) agree to be bound by the Stripe Connected Account Agreement ("CAA"), as amended by Stripe from time to time, and (ii) authorize Spinstack to share your account information and transaction data with Stripe to facilitate the services.

4.3 Identity Verification & Ongoing KYC

Stripe will collect certain identifying information (such as your legal name, EIN, beneficial‑owner information, government‑issued ID, and/or proof of address) in order to comply with Know‑Your‑Customer ("KYC") and anti‑money‑laundering ("AML") laws. You agree to provide accurate and complete information and to keep all information current.

Stripe's approval of a Connected Account does not restrict Spinstack from requesting additional documentation or rejecting / suspending an account in our sole discretion to manage Platform risk or to comply with our Acceptable‑Use Policy, Stripe's restricted‑business rules, or applicable law.

4.4 Failure to Complete Verification

If you fail to provide requested information, or if Stripe is unable to verify or re‑verify your account, Spinstack may (a) suspend or terminate access to the Platform, (b) delay or cancel payouts, and/or (c) refund or reverse transactions as required.

5. The Service We Provide

Spinstack converts your Python script(s) into a hosted API that includes:

  • build and deployment automation,
  • authentication (End‑User sign‑up / login),
  • API‑key issuance and management,
  • subscription billing and usage metering via Stripe,
  • basic analytics, and
  • dashboards for you and your End Users.

Except as expressly stated, we do not guarantee: (i) uninterrupted or error‑free operation; (ii) specific feature sets; (iii) service‑level agreements ("SLAs"); or (iv) profitability of any API. We may beta‑test or discontinue features at any time.

6. Third‑Party Services

The Platform depends on, interfaces with, or enables you to connect to a variety of Third‑Party Services (each, a "TPS"), including but not limited to:

CategoryExamples of TPS currently used or supported¹
Payments & BillingStripe
Cloud Infrastructure / Compute / StorageGoogle Cloud Platform ("GCP"), Amazon Web Services ("AWS"), Fly.io, Render
Serverless & Edge HostingVercel
Databases & Data ServicesSupabase, MongoDB Atlas
AI / Large‑Language‑Model ProvidersGoogle Gemini, Anthropic Claude, OpenAI (GPT models)

¹ The list is representative, not exhaustive; Spinstack may add, remove, or substitute vendors at any time without prior notice.

6.1 Separate Terms; Incorporation by Reference

Each TPS is governed solely by its own terms, policies, service‑level commitments, and pricing schedules (collectively, "TPS Terms"). By using features of the Platform that rely on a TPS, you agree to comply with the applicable TPS Terms, which are incorporated by reference into these Terms.

6.2 No Liability for TPS Failures

Spinstack does not control and is not liable for (a) the performance, availability, security, or data handling practices of any TPS, or (b) any loss, corruption, or exposure of data attributable to a TPS. Your sole remedy for any failure, delay, error, or outage caused by a TPS is against that TPS, not Spinstack.

6.3 Changes, Substitutions, and Pass‑Through Fees

Spinstack may change or substitute TPS providers at its discretion. If such change materially increases costs that we must pass through to you (e.g., compute or AI‑token pricing), we will provide reasonable notice (typically 30 days) before the new charges take effect.

6.4 Data Sharing

You authorize Spinstack to transmit, process, and store your account information, Content, and transaction data with TPS providers as needed to operate the Platform, comply with law, or enforce this Agreement. TPS providers act as independent data processors or sub‑processors under applicable privacy laws.

6.5 Security & Compliance

While many TPSs maintain robust security certifications (e.g., SOC 2, ISO 27001), you remain responsible for assessing whether the use of any TPS meets your regulatory, industry, or contractual obligations, including any special requirements for personal data, export control, or sector‑specific compliance.

7. License to Host & Run Your Content

You retain all rights in your Content. You grant Spinstack a worldwide, non‑exclusive, royalty‑free license to host, store, copy, execute, display, transmit, and otherwise process your Content solely to operate, maintain, improve, secure, and back up the Platform and to comply with law or enforce this Agreement. This license terminates 30 days after you delete the Content from the Platform, except that backups and logs may persist for up to 90 days or longer if required by law.

You represent and warrant that:

  • you own or have sufficient rights to upload and license the Content,
  • the Content does not infringe or misappropriate any third‑party IP, privacy, or publicity right, and
  • the Content and your business are not in a restricted category listed by Stripe or Spinstack.

8. Acceptable‑Use & Restricted‑Business Policy

8.1 Prohibited Activities

You (and your End Users) may not use the Platform for, or in connection with, any activity that is prohibited by Stripe's Prohibited & Restricted Businesses list (the "Stripe List," incorporated here by reference) or by applicable law. The following categories—drawn directly from the Stripe List—are representative but not exhaustive:

  • Illegal products or services, including controlled substances, counterfeit goods, fake IDs, and telecom‑manipulation equipment.
  • Adult content and services, such as pornography, sexually oriented live streams, prostitution, escorts, strip clubs, or AI‑generated explicit content.
  • Financial‑services products that Stripe expressly bans (ATMs, check‑cashing, money transmission, shell banks, bearer shares, funded prop trading, etc.).
  • Gambling and "chance" or "skill" games with a cash or material prize (internet casinos, sweepstakes, fantasy‑sports leagues, lotteries, bidding‑fee auctions).
  • Marijuana, CBD & related businesses (including cultivation equipment, courses, and products containing THC above local limits).
  • Weapons, explosives & dangerous materials (firearms, 3‑D‑printed guns, fireworks, pepper spray, toxins, radioactive materials, etc.).
  • Non‑fiat‑currency services Stripe prohibits (crypto mining/staking, ICOs, secondary NFT sales).
  • Unfair, deceptive, or abusive acts (pyramid schemes, multilevel marketing, "get‑rich‑quick" offers, negative‑option billing, fake testimonials).
  • Products or services infringing IP rights, including counterfeit or unlicensed digital media.
  • High‑risk jurisdictions or sanctioned persons identified by Stripe, OFAC, the U.K., the E.U., or the U.N.

If Stripe (or any financial partner) later designates additional categories as prohibited, those categories become automatically prohibited on Spinstack the moment they appear on the Stripe List.

8.2 Restricted Activities Requiring Pre‑Approval

Certain businesses are restricted rather than outright prohibited; they may operate on Spinstack only if both Stripe and Spinstack give written approval after additional due‑diligence. Examples include (again, not exhaustive):

  • Content‑creation platforms that host third‑party content and enable tipping or sales of digital goods.
  • Crowdfunding, fundraising, or charity sweepstakes platforms.
  • Non‑sexually oriented dating/matchmaking sites.
  • Cyberlockers and file‑sharing services.
  • Regulated industries such as CBD (within local THC limits), cryptocurrency exchanges or wallets, investment or lending services, online pharmacies/telemedicine, tobacco/e‑cigarette sales, and stored‑value products or gift cards.

Operating any restricted business without prior approval is treated as a breach of these Terms.

8.3 Ongoing Compliance & Monitoring

Your obligation. You must monitor your own APIs and End Users for compliance with this Clause 8 and immediately remove or disable access to any prohibited content or activity.

Policy updates. Stripe updates its list frequently; Spinstack may post a notice in your dashboard when material updates occur, but you remain responsible for reviewing the current Stripe List and ensuring compliance.

Our enforcement rights. Spinstack may suspend or terminate access, refuse payouts, or reverse transactions that violate this policy or expose us (or Stripe) to risk.

Reporting. If you believe a Spinstack user is violating this policy, please notify ty.phamswann@spinstack.dev.

9. Fees, Billing & Payment Terms

ItemHow it is calculatedWhen charged
Platform Subscription (Premium Plan)Flat fee per billing period (monthly or annual, per the then‑current price list in your dashboard).Charged in advance at the start of each billing period and on every automatic renewal.
Revenue Share (Platform Fee)3 % of Gross ReceiptsDeducted automatically before each payout
Usage FeesBased on telemetry recorded by the Platform (CPU‑seconds, GPU inference minutes, storage GB, bandwidth GB, etc.)Billed monthly included in your monthly invoices

Invoices & Payment Method. All amounts are denominated and payable in U.S. dollars. You authorize Spinstack (via Stripe) to charge your saved payment method for all Fees.

Accuracy of Metering. You acknowledge that Usage Fees are determined by Spinstack's instrumentation and may differ from raw cloud‑provider invoices. Spinstack's measurements are final and binding.

Late or Failed Payments. We may suspend the Platform or offset unpaid Fees against future payouts.

10. Refunds, Chargebacks, Disputes & Fines

10.1 Platform‑First Liability

You understand that under Stripe Connect Express, Spinstack is deemed the "platform" and, for most payment flows, Stripe will debit Spinstack's Stripe balance first for any refunds, chargebacks, dispute fees, ACH returns, penalties, or fines that arise from payments related to your API (collectively, "Losses").

10.2 Your Reimbursement Obligation

You are contractually responsible for all Losses and must promptly reimburse Spinstack upon demand. Spinstack may (i) offset Losses against any current or future payouts, (ii) reverse transfers previously made to you, (iii) debit your external bank account or payment method on file, or (iv) invoice you, in which case payment is due within 5 business days.

10.3 Reserves & Negative Balances

Spinstack may establish and maintain a rolling reserve or security deposit in an amount reasonably calculated to cover anticipated Losses. If your Stripe balance becomes negative you must, within 48 hours, add funds to restore a non‑negative balance.

10.4 Dispute Handling

You are solely responsible for responding to card network or bank inquiries, providing compelling evidence, and, if applicable, issuing voluntary refunds to avoid chargebacks. Spinstack may assist but has no obligation to contest disputes. A $15 dispute fee (or then‑current Stripe dispute fee) may be passed through to you for each chargeback, regardless of outcome.

10.5 No Double Recovery

If Spinstack successfully recovers a Loss from you and later receives reimbursement from Stripe or the card network, Spinstack will credit or refund you the lesser of the amount recovered and the reimbursement received, net of fees.

10.6 Survival

Your obligations under this Section survive termination of the Agreement until the statute of limitations for all underlying transactions expires.

11. Taxes

11.1 General Rule—Seller Liability

Except as described in Sections 11.2 and 11.3, you are solely responsible for determining, collecting, reporting, and remitting any and all taxes, duties, levies, or similar governmental assessments ("Taxes") arising from payments processed through your APIs, including but not limited to sales tax, VAT, GST, digital‑services tax, and income taxes on your earnings.

11.2 Marketplace‑Facilitator or Deemed‑Seller Obligations

In jurisdictions that label Spinstack (or any successor entity) a "marketplace facilitator," "platform operator," or "deemed seller"—Spinstack may be required, or may elect, to calculate, collect, and remit indirect Taxes on some or all transactions ("Platform‑Collected Taxes").

  • Withholding & Remittance. You authorize us to withhold Platform‑Collected Taxes from transaction proceeds and to remit those amounts to the appropriate taxing authorities.
  • Information Reliance. You must provide accurate, complete, and up‑to‑date product classifications, buyer and seller location data, and tax‑registration IDs. If Platform‑Collected Taxes are under‑collected because your data was incorrect or incomplete, you remain liable for the deficiency and must reimburse us on demand.
  • Records & Certification. We will make reasonable transaction‑level tax‑collection data available in your dashboard and, where required, will provide written certification that Spinstack collected and remitted Taxes on your behalf.

11.3 Seller‑Collected Taxes via Stripe Tax or Other Tools

Where Spinstack is not legally required or has not elected to collect taxes, you may enable Stripe Tax or another solution at your own expense. In those cases:

  • You are the "seller of record" for tax purposes;
  • Stripe will calculate tax amounts based on your settings, but you remain liable for any under‑collection; and
  • Spinstack may, at its discretion, itemize and pass the calculated amounts through to buyers or deduct them from your payouts.

11.4 Reporting, Information Forms, and Withholding

We may file any tax‑information returns (e.g., Forms 1099–K, DAC7 reports) and disclose transaction data as required by law. We may withhold Taxes from your payouts if we are required to do so by the Internal Revenue Service, state or foreign tax authorities, or under backup‑withholding rules.

11.5 Indemnification for Tax Liabilities

You agree to indemnify and hold harmless Spinstack and its affiliates for any Taxes, penalties, interest, or costs arising from (i) your failure to provide accurate tax information, (ii) your failure to collect or remit Taxes where you are responsible, or (iii) your breach of this Section 11.

11.6 No Tax Advice

Information we provide via the Platform or in these Terms is for general informational purposes only and does not constitute legal or tax advice. Consult qualified professionals to understand your specific obligations.

12. Data Protection & Security

We implement industry‑standard technical and organizational measures to safeguard data on the Platform. No security method is 100 % fool‑proof, so you remain responsible for securing End‑User credentials and any data you export.

12.1 Roles

Processor role. For Seller‑provided code, data, and any End‑User personal data you instruct us to store or transmit ("Seller Content"), you are the Data Controller (or equivalent under applicable law) and Spinstack acts as your Data Processor in accordance with your documented instructions.

Controller role. For personal data that Spinstack processes to operate and improve the Platform—such as metering, billing, analytics, fraud‑prevention, and compliance logs—Spinstack acts as an independent Data Controller and determines the purposes and means of such processing.

12.2 Special Note to International Users

Spinstack is hosted in the United States and is primarily intended for users located in the United States. If you access or use the Platform from the European Economic Area (EEA), the United Kingdom, or any other region with laws or regulations governing personal‑data collection, use, and disclosure that differ from United States laws, you acknowledge and agree that your personal data will be transferred to and processed in the United States, where privacy protections may be less stringent than in your jurisdiction. By continuing to use the Platform, you expressly consent to this transfer, processing, and storage of your personal data in the United States.

12.3 Incident Response

If we become aware of a security incident affecting Seller Content, we will notify you without undue delay and provide reasonably requested cooperation to meet your regulatory obligations.

13. File Retention & Deletion

Active Accounts. Build artifacts and uploaded files may be stored for caching and maintenance for the duration of your subscription.

Termination. We will delete or anonymize Content within 30 days after account closure, except (i) backups retained for 90 days, (ii) data required for legal compliance, or (iii) data preserved under legal hold.

14. Suspension & Termination

We may suspend or terminate your account immediately if:

  • you breach these Terms,
  • we detect fraud, security issues, or excessive chargebacks,
  • you become insolvent or go into liquidation, or
  • we are required by law or a third‑party service provider.

Upon termination:

  • all licenses granted by Spinstack end,
  • outstanding invoices become due, and
  • Sections 7, 10–18, 20–22 survive.

15. Disclaimers

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET OUT HEREIN, DOCMAP INC. MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, OR ERROR‑FREE OPERATION. BETA FEATURES MAY CONTAIN BUGS OR INACCURACIES.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; and
  • DOCMAP INC.'S TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO SPINSTACK IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) TEN THOUSAND U.S. DOLLARS (USD $10,000).

These limits apply notwithstanding any failure of essential purpose.

17. Indemnification

You will defend, indemnify, and hold harmless DocMap Inc., its directors, officers, employees, and agents from and against any third‑party claim, demand, loss, damage, or expense (including reasonable attorneys' fees) arising out of or relating to:

  • your Content or your APIs,
  • your violation of any law or regulation,
  • End User disputes, or
  • your breach of this Agreement.

18. Governing Law & Venue

This Agreement is governed by the laws of the State of Delaware, U.S.A., without regard to conflict‑of‑laws principles. Any dispute not subject to arbitration (below) shall be litigated exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to their personal jurisdiction.

19. Binding Arbitration & Class‑Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration will take place in Wilmington, Delaware, or remotely, at your option. Class or representative actions are not permitted; the arbitrator may award relief only on an individual basis. Either party may seek injunctive relief in any court of competent jurisdiction for IP or confidentiality violations.

20. Miscellaneous

  • Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign freely.
  • Severability. If any provision is held invalid, the remaining provisions remain in effect.
  • Force Majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control.
  • Entire Agreement. This Agreement, together with the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements.
  • Survival. Sections that by their nature should survive termination will survive (including payment obligations, licenses, confidentiality, disclaimers, limitations of liability, and indemnities).
  • Headings. Headings are for convenience only and have no legal effect.

21. Notices & Contact

Legal Notices must be emailed to ty.phamswann@spinstack.dev