1 Account Terms & Condition
1.1 To access and use the Services, you must register for an ispy account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. ispy may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
1.2 You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
1.3 You confirm that you are receiving any Services provided by ispy for the purposes of carrying on a business activity and not for any personal, household or family purpose.
1.4 You acknowledge that ispy will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to ispy, and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with ispy can only be authenticated if they come from your Primary Email Address.
1.5 You are responsible for keeping your password secure. ispy cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
1.6 Technical support in respect of the Services is only provided to ispy Users.
1.7 You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by ispy.
1.8 You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services.
1.9 You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
1.10 You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products, or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to ispy or its affiliates.
2 Payment of Fees
2.1 You will pay the Fees applicable to your subscription to Ispy (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to any upgrades to your subscription and any other products that you may purchase or utilise throughout the course of your subscription to ispy. Any additional products such as Website creation & SEO or any other products you may purchase from ispy will be paid separately to your subscription fee.
2.2 Subscription fees to ispy will be taken automatically through our Payment Gateway provider monthly. There is no requirement to renew your subscription as this will keep rolling on a month-by-month basis until the subscription is cancelled giving 3 full months’ notice by you to ispy through your Primary Email Address. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. ispy will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and ispy will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in euros, and all payments will be in euro currency.
2.3 Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”). You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Primary Email Address provided. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
2.4 If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method, typically 7 days later, but ispy may attempt sooner. If the second attempt is not successful, we will make a final attempt, typically 7days following the second attempt, but in certain circumstances ispy may do this second attempt sooner. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, ispy reserves the right to terminate your Account.
2.5 All Fees are calculated with VAT as required by law (“Taxes”).
2.6 You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of ispy’s products and services. To the extent that ispy charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Ispy of your exemption. If you are not charged Taxes by ispy, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
2.7 For the avoidance of doubt, all sums payable by you to ispy under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by ispy to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. ispy will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
2.8 You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges, and additional charges that arise from or as a result of any sale through use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.
2.9 ispy does not provide refunds.
3.1 “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. ispy’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
3.2 Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
4 Limitation of Liability and Indemnification
4.1 You expressly understand and agree that, to the extent permitted by applicable laws, ispy and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence). This also includes any hacker or hacker related activity or other threats to the data held by ispy.
4.2 You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, ispy partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws or your breach of the Terms of Service.
4.3 You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
4.4 Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied, or statutory.
4.5 ispy does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
4.6 ispy does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
4.7 ispy is not responsible for any of your tax obligations or liabilities related to the use of ispy’s Services.
4.8 Ispy does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
5 Your Materials
5.1 We do not claim ownership of the Materials you provide to ispy; however, we do require a license to those Materials. You grant ispy a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive all moral rights you may have in the Materials in favour of ispy and agree that this waiver may be invoked by anyone who obtains rights in the materials through ispy, including anyone to whom ispy may transfer or grant (including by way of license or sublicense) any rights in the Materials.
5.2 If you owned the Materials before providing them to ispy then, despite uploading them to your account they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your ispy account at any time by deleting your Account. Removing your ispy account does not terminate any rights or licenses granted to the Materials that Ispy requires to exercise any rights or perform any obligations that arose during the Term.
5.3 You agree that ispy can, at any time, review and delete any or all of the Materials submitted to the Services, although ispy is not obligated to do so.
5.4 You grant ispy a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your account (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that ispy requires the license to exercise any rights or perform any obligations that arose during the Term.
6 ispy Intellectual Property
6.1 You agree that you may not use any trademarks, logos, or service marks of ispy, whether registered or unregistered. You agree not to use or adopt any marks that may be considered confusing with the ispy Trademarks. You agree that any variations or misspellings of the ispy Trademarks would be considered confusing with the Ispy Trademarks.
6.2 You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include ispy or ispy Trademarks or that use or include any terms that may be confusing with the ispy Trademarks.
6.3 You acknowledge and agree that the Terms of Service do not give you any right to implement Ispy patents.