Spye Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the website spye.co (the "Site") and any related applications, portals, or online services made available by Spye LLC ("Spye," "we," "us," or "our") (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, please do not use the Services.

2. Relationship to Other Agreements

Spye provides audiovisual design, integration, service, and related professional offerings under separate written agreements with its clients (each, a "Client Agreement"). If you are a Spye client, the terms of your Client Agreement, including any statement of work, service plan, or master services agreement, govern the work Spye performs for you. In the event of a conflict between these Terms and a Client Agreement, the Client Agreement controls with respect to that engagement.

These Terms continue to apply to your general use of the Services outside the scope of any Client Agreement.

3. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Services. By using the Services, you represent that you meet this requirement.

4. No Accounts; No Online Sales

The Site does not require user accounts or logins, and Spye does not sell products or services or accept payments directly through the Site. Any business transactions with Spye are handled separately under a Client Agreement.

5. Permitted Use

You agree to use the Services only for lawful purposes and in a manner that does not infringe the rights of, or restrict the use and enjoyment of, the Services by any third party. Without limiting the foregoing, you agree not to:

• Use the Services in violation of any applicable law or regulation

• Attempt to gain unauthorized access to any portion of the Services, related systems, or networks

• Interfere with, disrupt, or impose an unreasonable load on the Services or the infrastructure that supports them

• Use any robot, scraper, or other automated means to access or collect data from the Services without our prior written consent

• Reverse engineer, decompile, or disassemble any portion of the Services

• Use the Services to transmit malware, spam, or other harmful or unlawful content

• Impersonate any person or entity or misrepresent your affiliation with any person or entity

6. Intellectual Property

All content available through the Services, including text, graphics, logos, images, video, audio, software, designs, and the selection and arrangement of such content, is owned by Spye or its licensors and is protected by United States and international intellectual property laws. The "Spye" name, logo, and related marks are trademarks of Spye LLC.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and view the Services for your personal or internal business use. No other rights are granted, and any other use, including reproduction, modification, distribution, public display, or commercial exploitation, requires Spye’s prior written consent.

7. User Submissions

From time to time you may send Spye information through the Services or related channels, including newsletter signups, emails to careers or general inboxes, résumés, feedback, suggestions, or other materials ("Submissions"). Unless you have a separate written agreement with Spye, or you have clearly designated specific information as confidential at the time of submission, you agree that:

• Your Submissions are non-confidential and non-proprietary

• Spye may use, reproduce, modify, and otherwise exploit your Submissions for any lawful business purpose without obligation or compensation to you

• You represent that you have the rights necessary to provide the Submissions and that they do not violate the rights of any third party

Please do not send Spye any information through the Services that you consider confidential or sensitive unless you have first arranged appropriate written protections.

8. Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy to understand how we collect and use information.

9. Third-Party Links and Services

The Services may contain links to third-party websites or services, including social media platforms and tools provided by our service providers. Spye does not control and is not responsible for the content, policies, or practices of any third party. Your use of third-party services is subject to those parties’ own terms and policies.

10. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SPYE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPYE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES IS ACCURATE, COMPLETE, OR CURRENT.

Information made available through the Services is provided for general informational purposes and does not constitute professional, legal, financial, or technical advice.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPYE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF SPYE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SPYE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AMOUNTS YOU PAID TO SPYE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so portions of the above limitations may not apply to you.

12. Indemnification

You agree to defend, indemnify, and hold harmless Spye and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Services, (b) your violation of these Terms, or (c) your violation of any rights of a third party.

13. Modifications

Spye may modify, suspend, or discontinue any part of the Services at any time, with or without notice. We may also update these Terms from time to time. When we do, we will revise the Effective Date above. Your continued use of the Services after changes are posted constitutes your acceptance of the updated Terms.

14. Termination

Spye may suspend or terminate your access to the Services at any time, for any reason, without notice or liability. The provisions of these Terms that by their nature should survive termination, including those relating to intellectual property, disclaimers, limitation of liability, indemnification, and governing law, will survive.

15. Governing Law and Venue

These Terms are governed by the laws of the State of Minnesota, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or your use of the Services will be brought exclusively in the state or federal courts located in Hennepin County, Minnesota, and you consent to the personal jurisdiction and venue of those courts.

16. Miscellaneous

These Terms, together with the Privacy Policy and any Client Agreement that applies to you, constitute the entire agreement between you and Spye regarding the Services. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Spye’s failure to enforce any right or provision will not be deemed a waiver of that right or provision. You may not assign or transfer these Terms without Spye’s prior written consent; Spye may assign these Terms without restriction.

17. Contact Us

Questions about these Terms can be directed to:

Spye LLC

2740 31st Ave S

Minneapolis, MN 55406

Phone: +1 612-318-6388

Email: info@spye.co