Terms and Conditions

Terms and Conditions These Terms of Service ("Terms" or “Agreement”) apply to your use of the Spur web platform, including, without limitation, its domain and sub-domains, administrator manuals, documentation, content, and professional services (collectively, the "Services"). THIS IS A BINDING AGREEMENT BETWEEN YOU OR THE ORGANIZATION THAT YOU REPRESENT (“you,” “your,” or “Customer”), TO INCLUDE ALL INDIVIDUALS YOU AUTHORIZE TO ACCESS YOUR ACCOUNT (“User(s)”), and Spur Intelligence, Inc., a Florida corporation located at 18981 US HWY 441 #177 Mount Dora, FL 32757 (“Spur,” “we,” or “us”), governing your use of the Services. By using the Services, you agree to be bound by these Terms. You must be of legal age to enter into a binding agreement in order to accept these Terms. If you do not agree to the terms or are not of legal age in your jurisdiction of residence, do not use the Services. By using the Services, you represent that you agree to the Terms and are of legal age. If you are using the Services on behalf of an entity, such as the company you work for, then you represent and warrant that you have the legal authority to bind such entity to these Terms. You may not use the Services if you do not have such authority or if you do not agree to these Terms.

1. Services and Access

1.1 Access Grant. Subject to the terms and conditions of this Agreement, Customer and its employees, agents, consultants, contractors, or clients (“Users”) have a non-exclusive, non-sublicenseable, nontransferable right to access and use the Services during the applicable subscription Term, solely as described in the applicable license (“Customer License”).

1.2 Customer Licenses. The specifics for each Customer License will be established in a License Order. Upon expiration of the Term, Customer must completely delete all copies of the Data.

(a) Evaluation License.

(i) An Evaluation License is valid for one (1) individual User specified in the License Order. The Evaluation License cannot be shared or used concurrently by more than one User and cannot be temporarily transferred to another individual.

(ii) Data obtained in response to API queries (“Data”) is provided for evaluation purposes only; it cannot be disclosed to any third party.

(iii) Under the Evaluation License, Spur does not provide any quality of service guarantees.

(b) Individual License.

(i) An Individual License is valid for one (1) individual User specified in the License Order. The Individual License cannot be shared or used concurrently by more than one User and cannot be temporarily transferred to another individual (except with the express written consent of Spur).

(ii) Data is provided for Customer’s internal use only and cannot be incorporated into any commercial products or services.

(iii) Under the Individual License, Spur does not provide any quality of service guarantees.

(c) Team License.

(i) A Team License is valid for one (1) organization. The Team License can be shared by individual Users within that organization, but it cannot be shared with or transferred to another organization.

(ii) Data is provided for Customer’s internal use only and cannot be incorporated into any commercial products or services.

(iii) Under the Team License, Spur does not provide any quality of service guarantees. (iii) Under the Team License, Spur guarantees 98% uptime (see License Order for additional details).

(d) Enterprise License.

(i) An Enterprise License is valid for one (1) organization. The Enterprise License can be shared by individual Users within that organization, but it cannot be shared with or transferred to another organization.

(ii) Data is provided for Customer’s commercial use and can be incorporated into derivative products and services (consistent with the terms of this Agreement), provided that such products or services attribute Spur as a source.

(iii) Under the Enterprise License, Spur guarantees 98% uptime (see License Order for additional details).

1.3 Customer’s Obligations. Except as expressly permitted in this Agreement, Customer may not, nor may it permit any User or any other person or entity to:

(a) Directly or indirectly, use the Services in a manner that violates any Spur intellectual property rights, to include (without limitation):

(i) Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) Modifying, translating, or creating derivative works based on the Services, except to the extent explicitly authorized under this Agreement; (iii) Copying, distributing, re-selling, or otherwise using the Services for the benefit of a third party; or (iv) Using the Services to build an application or product that is competitive with any Spur product or service.

(b) Allow anyone other than an authorized User to access the Services (or any portion thereof) without express written permission from Spur.

(c) Transfer, publish, distribute, display to others, broadcast, sell, compile, create derivative works, or sublicense the Services, or any portion thereof for any purpose other than as expressly authorized under the applicable Customer License.

(d) Use the Services in a manner that is beyond the scope of rights granted in this Agreement or that violates any applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services, to include copyright, privacy, data security, intellectual property, and communications decency laws.

(e) Use the Services to create or otherwise support the transmission of unsolicited, commercial email. (f) Remove, disable, avoid, circumvent, or defeat any functionality in the Services designed to limit or control access to or use of the Services.

(g) Customer will not introduce any data provided through the Services as evidence (or in any other form) in any judicial or administrative proceeding unless compelled to do so by law or court order or with Spur’s express written consent.

2. Warranties

2.1 General. Spur warrants that the Services will materially conform to any descriptions and performance requirements outlined in these Terms and Conditions. Spur further represents and warrants that the Services do not and will not infringe on any third party Intellectual Property Rights.

2.2 Disclaimers. Except as otherwise expressly warranted herein:

(a) Spur disclaims all representations, warranties, and conditions, express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, quality, accuracy, or quiet enjoyment and those arising from course of dealing or usage or trade;

(b) all Services are provided “as is” and “with all faults;” (c) Spur does not warrant, represent or covenant that the Services or the data provided thereunder will be free of bugs, errors, minor interruptions, or that all errors will or can be corrected; and

(d) any data that Customer may access or use through the Services is at Customer’s own assumption or risk.

2.3 Security Purpose. Customer warrants that the Data provided to Customer pursuant to this Agreement is intended to be used exclusively for the purpose of enabling Customer to identify security threats, fraud, or other criminal activity and to support investigations into such threats and/or crimes.

2.4 Personally Identifiable Information. Customer warrants that, to the extent it transmits to Spur any Personally Identifiable Information (“PII”), Customer has obtained the necessary consent to provide such data for the purposes, processing, and transfer outlined and contemplated in this Agreement.

3. Ownership

3.1 Spur. Spur retains all ownership rights and Intellectual Property Rights in and to the Services, technology, Spur proprietary information, any and all Services usage and transactional information, and all suggestions, enhancement requests, recommendations or other feedback relating to the foregoing (collectively, the “Spur Property”).

3.2 Acknowledgement. Customer acknowledges that it has no license or right to use the Spur name, logo, and product names associated with the Services without first obtaining express written consent from Spur.

4. Fees and Taxes

4.1 Fees. Spur’s current fee schedule for using the Services is posted on the Spur website . Customer is responsible for paying all fees associated with use of the Services. Payment for all services is due in advance.

4.2 Billing Period. During the Term of this Agreement, Spur will bill Customer on a monthly basis in accordance with the then-current terms on the Spur website.

4.3 Late Payments. Overdue, undisputed amounts are subject to interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower. Customer will reimburse Spur for all reasonable, actual out-of-pocket costs (including reasonable attorneys’ fees) incurred in collection of overdue amounts.

4.4 Taxes. Spur’s fees do not include any taxes, and Customer is responsible for paying all taxes associated with its purchases hereunder, including any withheld taxes.

5. Term and Termination 5.1 Term. This Agreement begins on the date that Customer agrees to these Terms (“Effective Date”) and remains in effect until terminated in accordance with these Terms.

5.2 Termination. Spur may terminate this Agreement upon 30 days prior notice to Customer. Customer may terminate this Agreement via the Spur website by indicating their intent to discontinue use of the Services at the end of the then-current billing period.

5.3 Termination for Cause. Spur may, at its sole discretion, suspend or terminate any User or Customer account based on knowledge or reasonable suspicion of a breach of any of the restrictions established in Section 1.2 or of any other provision of these Terms. 5.4 Survival. Upon termination of this Agreement, the following provisions shall survive such termination: Sections 1.2, 2.2, 3, 4, 5.3, 6, 7, and 8, along with any other provision that, by its nature, should survive termination.

6. Indemnification Customer will indemnify and hold Spur and its affiliates harmless from and against any and all claims, causes of action, liabilities, penalties, costs or expenses (including reasonable attorney's fees) incurred by Spur arising out of or relating to Customer’s (or any User’s) breach of any of the terms of this Agreement, including all referenced policies.

7. Limitation of Liability

7.1 General. In no event shall Spur have any liability to Customer 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. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.

7.2 Aggregate Damage Limit. Spur’s aggregate liability arising out of this Agreement, will not exceed the aggregate amounts actually paid by and/or due from Customer in the twelve (12) months preceding the incident giving rise to the liability, with all claims being aggregated in satisfaction of the limit.

8. Miscellaneous

8.1 Assignment. Customer may not, 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.

8.2 Force Majeure. If Spur’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 Spur’s reasonable control, Spur, upon giving prompt Notice to Customer, will be excused from performance for the duration of the condition.

8.3 Notices. Notices to Spur will be sent either by first-class, registered mail or overnight courier to the address set forth above and will be deemed given 72 hours after mailing or upon confirmed delivery or confirmed receipt. Spur shall direct Notice to Customer at the email address or physical mailing address provided in the registration process.

8.4 Governing Law. This Agreement 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.

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

8.6 Severability. If a court of competent jurisdiction adjudges any provision of this Agreement to be invalid or unenforceable, the remaining provisions of this Agreement, if capable of substantial performance, will continue in full force and effect without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

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

8.8 Complete Agreement. This Agreement, including all referenced policies, represents the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of a conflict between this Agreement and any referenced policy, this Agreement controls.

8.9 Amendment. Spur may amend this Agreement at any time. Any such amendment(s) shall be binding and effective upon the earlier of (i) the date that is thirty (30) days after the posting of the amended Agreement on the Spur website or (ii) the date that Spur provides notice to you of the amended Agreement, except that changes to charges and payment terms may be made only upon 30 days' prior written notice to you. You may immediately terminate this Agreement upon written notice to Spur if a change is unacceptable to you. Your continued use of the Services following notice to you of a change shall constitute your acceptance of the change.