BY ACCESSING OR USING THE SPYGLASS WEBSITE AND CUSTOMER PORTAL WHERE THESE TERMS APPEAR OR ARE LINKED (each individually, a “SITE”; collectively, the “SITES”), YOU AGREE TO THESE TERMS AND CONDITIONS. ANY PERSON OR ENTITY WHO INTERACTS WITH THE SITES IS CONSIDERED TO BE USING THE SITE. IF, AT ANY TIME, YOU DO NO ACCEPT ALL OF THE TERMS, STOP USING THE SITES.
To access and use certain information or services available through these Sites, you may be required to register with SpyGlass. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure.
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, software, and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled, or licensed by or to SpyGlass, and is protected by trade dress, copyright, patent, trademark, and various other intellectual property rights and unfair competition laws, applicable international treaties and other applicable laws of the State of Ohio, United States, and international jurisdictions. Except for the limited uses provided in these Terms, SpyGlass does not grant you a license or any other right to use any of the Content on these Sites.
III. License and Access
SpyGlass grants you a limited license to access and make use of these Sites. As noted above, we do not grant any right, title, or interest in our Content to you. You may use Content and information on SpyGlass’s Sites (such as data sheets, benchmarking data, databases, articles, and similar materials) purposely made available by SpyGlass for downloading from the Site, provided that you (1) do not remove any proprietary notice language in all copies of such documents and information, (2) use such information only for your internal, and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents. Any efforts to access, download, print, post, store, or otherwise use the Sites or any of the Content for yourself or for any third party, is a material breach of these Terms.
Any unauthorized use terminates your limited license. SpyGlass reserves the right to revoke this limited license at any time for any or no reason. In the event of a breach of these Terms, SpyGlass reserves the right to seek all remedies available by law and in equity. SpyGlass retains the right at our sole discretion to deny access to anyone to these Sites, at any time and for any or no reason, including, but not limited to, for violation of these Terms.
If you use these Sites, you are responsible for keeping any account credentials confidential.
IV. Prohibited Activity
Users of these Sites shall not:
- Post, transmit, redistribute, upload, or promote any communications, content or materials that are false, illegal, obscene, vulgar, profane, indecent, sexually explicit, threatening, harassing, abusive, hateful, racially or ethnically derogatory, defamatory, invasive of privacy or publicity rights, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable;
- Violate or attempt to violate the security or integrity of the Sites by posting or transmitting software viruses, corrupted files, or any other similar software files, the intent of which is to damage or alter the operation of another’s computer or device;
- Use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site;
- Attempt to gain unauthorized access to any portion or feature of the Sites, or any other systems or networks connected to the Site or to any SpyGlass server, or to any of the services offered on or through the Site, by hacking, password mining, or any other illegitimate means;
- Probe, scan, or test the vulnerability of the Sites or any network connected to the Site, nor breach the security or authentication measures on the Sites or any network connected to the Sites;
- Reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Sites, including any SpyGlass related account not owned by you, to its source, or exploit the Sites or any service or information made available or offered by or through the Sites, in any way where the purpose is to reveal any information, including, but not limited to, personal identification information, other than your own information, provided by the Sites;
- Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Sites or SpyGlass’s systems or networks, or any systems or networks connected to the Site or to SpyGlass;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to SpyGlass on or through the Sites or any service offered on or through the Sites;
- Use a false email address, impersonate another person or entity, including SpyGlass and its employees or agents, or otherwise mislead as to the identity or origin of the user or content, respectively;
- Encourage or engage in conduct that would violate a local, state, national, or international regulation or law or that would give rise to civil liability;
- Engage in fraudulent activity;
- Use any meta tags or hidden text which use SpyGlass’s name or marks;
- Use the Sites to offer for sale or advertise goods or services without SpyGlass’s written consent;
- Interfere with or attempt to interfere with the Sites, the servers or networks connected to the Sites;
- Interfere with or attempt to interfere with another person’s use of the Sites;
- Remove or attempt to remove any of SpyGlass’s content from the Sites; or
- Modify or attempt to modify any portion of the Site.
V. Links to Other Sites
VI. Accounts, Passwords, and Security
Certain features or services offered on or through the Sites may require you to open an account (including setting up an ID and password). You are entirely responsible for maintaining the confidentiality of the credentials you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify SpyGlass immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by SpyGlass, or any other user of or visitor to the Site, due to someone else using your SpyGlass password or account as a result of your failing to keep your account credentials secure and confidential.
You may not use anyone else’s ID, password, or account at any time without the express permission and consent of the holder of that ID, password, or account. SpyGlass cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
VII. Notice Of Copyright Infringement
SpyGlass is under no obligation to scan its Sites to search for impermissible content. However, SpyGlass does not permit copyright infringing activities on these Sites and may remove any content of any kind, for example, if properly informed that the content infringes upon another’s copyright rights. If you are a copyright owner or an agent thereof and believe that any content on these Sites infringes upon your copyrights, you may notify SpyGlass by providing the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;
- Identification of the location where the original or an authorized copy of the copyrighted work exists;
- Identification of the material that is claimed to be infringing and a description of the infringing activity and information reasonably sufficient to permit SpyGlass to locate the same;
- Information reasonably sufficient to permit SpyGlass to contact you, such as an address, telephone number, and, if available, an email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive copyright right that has allegedly been infringed upon.
You understand and acknowledge that if you fail to comply with all of the requirements above, your notice may not be valid. All such notices should be sent to:
The SpyGlass Group, LLC
25777 Detroit Road, Suite 400
Westlake, Ohio 44145
VIII. Disclaimer Of Warranties And Limitation Of Liability
THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. UNLESS OTHERWISE SPECIFIED IN WRITING. SPYGLASS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, THE ACCURACY OR COMPLETENESS OF THE CONTENT, MATERIALS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THIS SITE, INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, THEIR SERVERS, OR EMAILS SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPYGLASS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST SPYGLASS FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
From time to time, there may be information on these Sites that contain typographical errors, inaccuracies, or omissions. We reserve the right to make changes in information on our Sites without notice. We have made every effort to display as accurately as possible the services and graphics that appear on this Site; however, what you actually see will depend on many factors, including your computer or device, and we cannot guarantee that your computer or device will accurately display certain aspects of our Sites, including but not limited to, the Site’s colors. The inclusion of any services on this Site does not imply or warrant that these services will be available at any particular time.
To the extent permitted by applicable laws, you acknowledge and agree that SpyGlass will not be liable for any direct, indirect, punitive, incidental, special, or consequential damages arising out of or in any way connected with the use of these Sites or any content on these Sites.
You also agree that, to the extent permitted by applicable law, you are solely responsible for any material downloaded from or uploaded to the Sites, and any such use of the Sites is done at your own risk. SpyGlass will not be responsible for any damage to your computer system or device, or loss of data that results from such conduct.
IX. Terms Specific To Users Of Mobile Versions of Our Sites
In addition to all the remaining Terms herein, if you are using a mobile version of any of our Sites, you understand that the use of a mobile version of the Site requires use of a mobile device and wireless mobile data service, which must be obtained from your wireless carrier, and may require Internet access, which must be obtained from your service provider. You are solely responsible for obtaining and paying for such additional services and obtaining a suitable device, including without limitation all usage charges related thereto.
You also understand that you may be required to send and receive, at your cost, electronic communications, to and from SpyGlass, related to the mobile version of the Site, including without limitation, administrative messages, service announcements, and diagnostic data reports. Depending on the terms of your wireless mobile plan, you may incur additional charges from your wireless service provider in connection with your use of mobile versions of our Sites. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access mobile versions of our Sites, including but not limited to payment of all third-party fees associated therewith, including fees for information sent to or through any mobile versions of our Sites.
Mobile versions of our Sites may not work with all devices or all mobile carriers. SpyGlass makes no representations that the Sites will be compatible with all mobile carriers. In the event that fees are charged for use of a mobile version of our Sites, or other third party service providers charge a fee for the products or services they provide, you agree to pay such fee to the respective party in exchange for your continued use of such products or services. Some services may be subject to different or additional terms (including fees), which you will be required to agree to prior to your use of such services.
You are responsible for understanding the terms and conditions which may be applicable to your devices. You understand and acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using mobile versions of our Sites.
X. General Provisions
- Indemnity. You agree to indemnify, defend, and hold SpyGlass, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against SpyGlass by any third party due to or arising out of or in connection with your use of the Sites.
- Any failure by SpyGlass to enforce any provision of these Terms is not to be construed as a waiver of any provision or a waiver of the right to enforce the same.
XI. Void Where Prohibited
SpyGlass administers and operates its Sites from a United States Location. Although the Sites are accessible worldwide, not all features or services discussed, referenced, provided, or offered through or on the Sites, are available to all persons or in all geographic locations, or are appropriate or available for use outside the United States. SpyGlass reserves the right to limit, in its sole discretion, the provision of any feature or service to any person or geographic area. Any offer for any feature or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative, and you are solely responsible for complying with applicable local laws.
XII. Applicable Law
By visiting our Site, you agree that the laws of the State of Ohio, United States of America, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between us.
XIII. Dispute Resolution
- Arbitration Procedures.For all disputes, whether pursued in court or arbitration, you must first send a written description of your claim to SpyGlass’s Customer Service department to allow us an opportunity to resolve the dispute. You and SpyGlass each agree to negotiate your claim in good faith. You may request arbitration if your claim or dispute cannot be resolved within 60 days. The arbitration of any dispute or claim shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (as applicable), as modified by these Term. The AAA Rules and information about arbitration and fees are available online at adr.org. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief, to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor SpyGlass may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.