Terms of Use.

1.1. Definitions

• —"Spotly," "we," "us," or "our": Refers to the company that operates the Service.
• —"You" or "your": Refers to any natural person or legal entity accessing or using the Service.
• —"Service": The Spotly mobile application and associated website, including all features, content, and functionality.
• —"Content": Any text, images, graphics, audio, video, or other materials you upload, submit, or post to the Service (including venue profiles, event listings, reviews, or messages).
• —"Partner" or "Venue": A restaurant, club, or event organizer that registers with Spotly to list their venue, events, tables, or promotions.

1.2. Acceptance of Terms

By using the Service, you acknowledge that you have read, understood, and agree to these Terms, our Privacy Policy, and any other policies that we reference here. If you are accessing the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2.1. Eligibility

• —You must be at least 18 years old to use Spotly. If you are under 18, you must have parental or guardian consent to use the Service.
• —You may not use the Service if you are suspended or banned by Spotly.

[TO VERIFY WITH LEGAL COUNSEL: Ensure this minimum-age requirement is consistent with the children's-data age stated in the Privacy Policy (Section 10) and with the digital-consent age under Macedonia's data protection law.]

2.2. Account Registration

• —To access certain features (e.g., making reservations, leaving reviews, or purchasing tickets), you must create a Spotly account.
• —You agree to provide accurate, current, and complete information during registration and to keep that information up to date.
• —You are responsible for safeguarding your username, password, and any authentication method (e.g., two-factor codes). You agree not to share your login credentials with anyone.

2.3. Account Security

• —You will immediately notify us of any unauthorized use of your account or any security breach.
• —Spotly has the right to delete or disable any account, at any time, for any reason (including if we suspect a violation of these Terms).

3.1. License Grant

Subject to these Terms, Spotly grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Service for your personal, non-commercial purposes.

3.2. Restrictions

You agree not to:

• —Reproduce, modify, distribute, sell, rent, or lease any part of the Service.
• —Reverse-engineer, decompile, or disassemble the Service, except to the extent permitted by law.
• —Use the Service to violate any applicable law or regulation (e.g., data scraping, fraud, harassment).
• —Interfere with or disrupt the integrity or performance of the Service (e.g., by introducing viruses or engaging in denial-of-service attacks).
• —Circumvent any technical protection measures or content-obfuscation schemes used in the Service.

4.1. User Content

"User Content" includes any reviews, comments, photos, or event listings you post to Spotly. You retain ownership of your User Content, but you grant Spotly a worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and display that Content in connection with operating and promoting the Service (e.g., featuring your review on a Partner's venue page).

4.2. Prohibited Content & Activities

You must not post or upload any Content that:

• —Is unlawful, defamatory, abusive, obscene, or harassing.
• —Violates another person's intellectual property rights or privacy rights.
• —Contains viruses, malware, or any code designed to restrict or inhibit any other user's enjoyment of the Service.
• —Is false or misleading (e.g., fake reviews, impersonating another person).

You also agree not to:

• —Use a fake identity or misrepresent your affiliation with any person or entity.
• —Solicit personal data from other users or post your own private data (e.g., other users' phone numbers).
• —Interfere with other users' access to or use of the Service.

Spotly reserves the right (but is not obligated) to review, monitor, or remove any User Content that it determines, in its sole discretion, violates these Terms or is otherwise objectionable.

5.1. Payment Processing

• —All in-app payments (e.g., booking fees, ticket purchases, or premium access) are processed through our PCI-DSS-compliant payment processors—Stripe (for EU and international card payments) and Casys (as a local payment gateway in Macedonia). Spotly never directly stores your full credit-card number—only a tokenized reference.
• —You agree to pay all fees and taxes specified for any reservation or ticket purchase.

5.2. Pricing & Fees

• —Venues set their own prices for tables, tickets, or event entry. Spotly may charge a service fee or convenience fee, which will be clearly disclosed before you confirm a reservation or purchase.
• —Once you complete a payment, refunds are not permitted if you do not show up. Spotly does not charge any additional "no-show" fees beyond retaining the original payment.

5.3. No-Show Policy & Account Suspension

If you make a reservation and pay for it, there is no refund if you fail to show up.

• —Spotly does not impose extra fees for no-shows; however, repeated no-shows will result in account action as follows:
• —After three (3) confirmed reservations which you did not attend, your Spotly account will be suspended for a period of six (6) to twelve (12) months, at Spotly's discretion.
• —To lift the suspension before it expires, you may pay a reinstatement fee (amount determined by Spotly at the time of request). Once reinstated, your account will be subject to normal policies again.

5.4. Disputes with Venues

If you have an issue with a venue (e.g., unexpected closure, service quality), you agree to first contact the venue directly and use Spotly's support channels. Spotly may assist in mediation but is not liable for a venue's actions or inactions.

5.5. Spotly as Technical Intermediary — No Custody of Venue Funds

Spotly operates solely as a technical platform that facilitates reservations and, where enabled, payment processing through third-party payment service providers. When you complete a payment:

• —The booking or reservation contract is formed directly and exclusively between you (the Guest) and the Venue. Spotly is not a party to that contract.
• —Guest payments are processed directly to the Venue's payment account via a third-party payment service provider (e.g., Stripe Connect in supported EU countries and Casys as a local payment gateway in Macedonia). Spotly does not receive or hold the portion of funds that belong to the Venue.
• —Spotly's sole financial interest is a platform service fee. Where supported by the payment provider, this fee may be deducted/split at the time of payment, with the remainder settled directly to the Venue; otherwise, Spotly may invoice the Venue separately.
• —The Venue is responsible for fulfilling the reservation and for handling refunds, cancellations, chargebacks, and disputes related to the booking, subject to the Venue's policies and the payment provider's rules. Spotly's responsibility is limited to providing the platform and is restricted to the extent permitted by law.

6.1. Our Rights

• —All trademarks, trade names, service marks, copyrightable material, and other intellectual property displayed in Spotly (e.g., the Spotly logo, app design, backend code) are owned by Spotly or its licensors.
• —You agree not to use, reproduce, or distribute any of Spotly's intellectual property without prior written permission.

6.2. Your Rights

You retain ownership of any User Content you submit. However, as described in Section 4.1, you give Spotly a license to use that Content in connection with operating the Service.

7.1. "As-Is" Basis

Spotly provides the Service on an "as-is" and "as-available" basis. We make no warranties, express or implied, regarding uptime, accuracy, security, or fitness for a particular purpose.

7.2. Third-Party Links & Integrations

The Service may contain links to third-party websites or integrate third-party services (e.g., Google Maps). Spotly does not control and is not responsible for the content, privacy practices, or reliability of those third parties.

7.3. No Guarantee of Availability

Venues and events listed on Spotly are operated by independent Partners. We do not guarantee that a venue's listing is current, accurate, or that it will remain open for business.

8.1. Direct Damages

To the maximum extent permitted by law, Spotly's total liability to you for any claim arising out of or relating to these Terms or the Service is limited to the amount you paid (if any) to Spotly in the six (6) months immediately preceding the claim.

8.2. Exclusion of Consequential Damages

Under no circumstances shall Spotly be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, or loss of goodwill, even if advised of the possibility of such damages.

8.3. Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such cases, certain portions of this Section 8 may not apply, and Spotly's liabilities will be limited only to the extent permitted by law.

10.1. Termination by You

You may stop using the Service at any time by uninstalling the app and discontinuing access.

10.2. Termination by Spotly

Spotly may suspend or terminate your account (or your access to all or part of the Service) immediately, without prior notice, if we believe you have violated these Terms or engaged in any fraudulent or harmful behavior.

10.3. Effect of Termination

Upon termination, your right to use the Service will immediately cease. All provisions of these Terms that by their nature should survive termination will survive, including Sections 4 (User Content), 6 (Intellectual Property), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Governing Law & Dispute Resolution).

11.1. Governing Law

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the Republic of Macedonia, without regard to conflict-of-law principles.

11.2. Informal Resolution

Before initiating any lawsuit or arbitration, you and Spotly agree to attempt to resolve any dispute informally by sending a written notice to the other party ("Notice of Dispute"). The notice must describe the nature and basis of the claim or dispute and include a proposed resolution. If you and Spotly do not resolve the dispute within 30 days after the Notice of Dispute is sent, you may pursue any right or remedy available under applicable law.

11.3. Arbitration or Court

Any formal dispute that cannot be resolved informally must be filed exclusively in the Municipal Court of Skopje, Macedonia, or in arbitration seated in Skopje, Macedonia, under the Rules of Arbitration of the Macedonian Chamber of Commerce. You and Spotly each waive any objection to venue and jurisdiction in those forums.