Terms & Conditions

I. Terms

A. This is an agreement between you and Spur Intelligence, Inc. (“Spur”). Please read these Terms and Conditions (“Terms”) before using any Spur products or services and/or accessing any data Spur provides (“Offerings” or “Data”).

B. You, representing yourself and/or your company (“Company”), your access to and use of the Offerings is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all Users and others who access or use the Offerings.

C. These Terms incorporate by reference the Spur Privacy Policy (https://spur.us/privacy/) and, as applicable, the terms of use for Monocle (https://spur.us/terms/monocle/), the Spur Website or API (https://spur.us/terms/website/), and/or other applicable Spur product or service. All such applicable terms apply with the same force and effect as though fully set forth herein.

D. By using the Offerings, you agree to be bound by these Terms on behalf of yourself, your Company and all others who use the Offerings under your account (“Users”).

E. If you do not accept these Terms and Conditions, then you are prohibited from using the Offerings.

II. Representations and Warranties

A. User.  You warrant that you will not (and will not allow any User to), directly or indirectly:

1. Use the Offerings in a manner that violates any Spur intellectual property rights;

2. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Offerings (except to the extent applicable laws specifically prohibit such restriction);

3. Modify, translate, or create derivative works based on the Offerings, except to the extent explicitly authorized under these Terms;

4. Copy, distribute, or otherwise use the Offerings for the benefit of a third party in violation of these Terms;

5. Use the Offerings to build an application or product that is competitive with any Spur product or service

B. Spur. Spur warrants that the Offerings:

1. Will materially conform to any descriptions and performance requirements outlined in these Terms;

2. Do not and will not infringe on any third-party Intellectual Property Rights.

C. Disclaimer. Except as otherwise expressly warranted herein:

1. Spur disclaims all representations, warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose; and

2. Spur Offerings include threat data and may include false positives and false negatives; accordingly, Spur does not warrant, represent or covenant that the Offerings will be free of such errors or that all such errors will or can be corrected.

D. Personally Identifiable Information. You warrant that, to the extent you (or any User) transmit to Spur any Personally Identifiable Information (“PII”), you have obtained the necessary consent to provide such data for the purposes, processing, and transfer outlined and contemplated in these Terms.

III. Ownership

A. User.  You retain all ownership rights in Confidential Information you provide to Spur.  You grant to Spur a license to use Confidential Information as necessary to provide the Offerings.  You authorize Spur to transfer Confidential Information to Spur vendors, service providers, and other partners who provide support services to Spur but only as necessary to provide the Offerings and provided that such third parties are bound to confidentiality obligations no less restrictive than provided under these Terms.

B. Spur.  Spur retains all ownership rights and intellectual property rights in and to the Offerings, Spur Confidential Information, any and all usage and transactional information related to the Offerings, and all suggestions, enhancement requests, recommendations or other feedback relating to the foregoing.

IV. Confidential Information

A. Definition.  For purposes of these Terms, “Confidential Information” shall mean all information and made available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with these Terms that is designated as or should reasonably be recognized as confidential information of the Disclosing Party.

B. Non-Use and Non-Disclosure.

1. Receiving Party shall not use Confidential Information for any purpose other than in furtherance of these Terms and will not disclose, publish, or otherwise disseminate Confidential Information to any person or other party whatsoever, except where expressly allowed by these Terms.

2. Each party will limit access to such Confidential Information to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with these Terms (including but not limited to research and development of new and derivative products and services) and who are bound by confidentiality obligations with the Receiving Party substantially similar to those herein.

3. Each party will only introduce data provided through the Offerings in judicial or administrative proceedings if compelled to do so by law, regulation, or court order. In such event, the Receiving Party shall:

i. Promptly notify the Disclosing Party in writing before disclosure, if legally allowed, to enable contesting or seeking a protective order;

ii. Only disclose the portion of Confidential Information legally required; and

iii. Diligently seek to ensure the highest confidentiality protection from the authority.

C. Exclusions.  Confidential Information excludes information that:

1. Is or becomes (through no improper action or inaction by the Receiving Party) generally available to the public;

2. Was in the Receiving Party’s possession or known by it without restriction prior to receipt from the Disclosing Party;

3. Was rightfully disclosed to the Receiving Party by a third party without restriction; or

4. Was independently developed by employees of the Receiving Party without use of any Confidential Information of the Disclosing Party.

V. Term and Termination

A. Term. This Agreement begins on the Effective Date and remains in effect until expiration or terminated in accordance with these terms or as agreed upon between the parties in writing.

B. Termination for Cause.  Either party may terminate this Agreement for cause upon 30 days prior written Notice to the other party of a material breach by the other party, if such breach remains uncured at the end of such period.

C. Effect of Early Termination for Cause.  If Company terminates this Agreement for valid cause prior to the expiration of a Term, then Spur will refund any unearned fees applicable to the period remaining in the then-current Term.

VI. Indemnification.  Spur will defend you from and against any and all damages, losses, liabilities, costs, expenses, and other amounts to the extent awarded by a court of final jurisdiction from a third-party claim arising out of Spur’s breach of any representation or warranty in Section II of these Terms.

VII. Limitation of Liability

A. General.  In no event shall either party have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.

B. Aggregate Damage Limit.  Except for the indemnification obligations as set forth in Section VI, each party’s aggregate liability arising out of these Terms, will not exceed the aggregate amounts actually paid by and/or due from you in the twelve (12) months preceding the incident giving rise to the liability, with all claims being aggregated in satisfaction of the limit.

VIII. Miscellaneous

A. Arbitration.  Any dispute or controversy arising under or in connection with these Terms shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Orlando, Florida, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; the expense of such arbitration shall be shared equally by the Parties.

B. Assignment.  Neither party may, by operation of law or otherwise, assign or transfer any of its rights or delegate any of its duties hereunder without the prior consent of the other party (which consent will not be unreasonably withheld), and any purported attempt to do so is void. If a party undergoes a significant transaction like an asset sale, merger, or reorganization that changes control, the successor must assume all obligations under this Agreement. Each party agrees to ensure continuity of obligations under this Agreement, with the successor or assignee required to perform without interruption, subject to all terms herein, unless the successor or assignee is a competitor of the non-moving party.

C. Force Majeure.  If a party’s performance hereunder is rendered inadvisable, commercially impracticable, illegal, or impossible to perform by elements of nature, acts of God, acts of war, acts or threats of terrorism, or other causes outside of the reasonable control of the affected party, the affected party, upon giving prompt Notice to the other party, will be excused from performance for the duration of the condition, provided that the affected party uses commercially reasonable efforts to mitigate the effects.

D. Changes to These Terms.  Spur reserves the right, in its sole discretion, to change the Terms under which access to the Spur Offerings is provided.  The most current version of the Terms will supersede all previous versions. Spur encourages you to periodically review the Terms to stay informed of our updates.

E. Notices.  Notices may be sent by email to addresses designated by each party for such official communications and will be deemed given upon confirmed delivery or confirmed receipt.

F. Governing Law.  These Terms will be governed by and construed in accordance with the laws of the State of Florida without giving effect to conflict of laws principles that would require the application of the laws of any other jurisdiction.

G. Survival.  All provisions of the Terms which by their nature should survive termination shall survive termination.

H. Independent Contractors.  The parties are independent contractors.  No joint venture, partnership, employment, or agency relationship exists between the parties as a result of these Terms or use of the Offerings.  There are no third-party beneficiaries under these Terms.

I. No Publicity. Each party acknowledges that it has no license or right to use the other party’s name, logo, and product names without first obtaining express written consent from such other party.

J. Privacy Policy.  The information exchanged pursuant to this Agreement is subject to Spur’s Privacy Policy, which can be found at https://spur.us/privacy.

K. Waiver.  All waivers must be in writing. A party’s consent to, or waiver of, enforcement of these Terms on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.

L. Payments.

1. Invoices. Payments on all invoices are due within thirty (30) days. Any dispute to charges must be communicated to Spur within thirty (30) days of the date of receipt of invoice.

2. API. Payments for API Offerings are to be paid in full, in advance of the provision of services.