Terms of Service · Espyeon

Please read these Terms carefully. They limit our liability, disclaim warranties, and require most disputes to be resolved by individual arbitration rather than in court or as part of a class action. They apply to everyone who uses this website or any Espyeon application.

1. Acceptance of these Terms

These Terms of Service (the “Terms”) form a binding legal agreement between you and Espyeon LLC, a limited liability company organized under the laws of the State of Ohio (“Espyeon”, “we”, “us” or “our”). They govern your access to and use of espyeon.com, every subdomain of it, and every mobile application, desktop application, application programming interface and other software or service we make available (together, the “Services”).

By accessing the Services, downloading or installing any of our applications, or clicking to accept these Terms where that option is presented, you agree to be bound by them. If you do not agree, you must not use the Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” refers to that entity.

2. Eligibility and accounts

You must be at least 13 years old to use the Services, and at least the age of digital consent in your jurisdiction where that age is higher. If you are under the age of majority where you live, you may only use the Services with the involvement of a parent or legal guardian who agrees to these Terms on your behalf.

Where a Service allows you to create an account, you agree to provide accurate information, to keep it current, and to keep your credentials confidential. You are responsible for all activity that occurs under your account. Notify us at Contact@espyeon.com promptly if you believe your account has been compromised.

You may delete your account at any time. Where an application offers accounts, deletion is available from within the application; you may also request it by writing to Contact@espyeon.com. What we erase and what we are required to retain is set out in our Privacy Policy.

3. Licence to use the Services

Subject to your continued compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Services for your own lawful purposes. Use of our applications is additionally governed by our End User License Agreement, which controls in the event of a conflict on the subject of application licensing.

This licence grants you no ownership interest of any kind. All rights not expressly granted are reserved by us and our licensors.

4. Acceptable use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. In summary, and without limiting that policy, you agree not to:

use the Services in violation of any applicable law, regulation or third-party right;
reverse engineer, decompile, disassemble or attempt to derive the source code of any part of the Services, except to the extent that this restriction is expressly prohibited by applicable law;
probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measure;
interfere with or disrupt the Services, including by transmitting malware, imposing an unreasonable load, or scraping at a rate that degrades service for others;
resell, sublicense, rent, lease or otherwise commercially exploit the Services without our prior written consent; or
use the Services to harass, defraud, impersonate, or infringe the rights of any person.

5. Your content

Some Services let you create, upload or store content (“Your Content”). As between you and us, you retain all ownership rights in Your Content. We claim no ownership of it.

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit and display Your Content solely to the extent necessary to operate, secure and provide the Services to you, and to comply with law. This licence ends when you delete Your Content or your account, except for copies retained in routine backups until they age out on our normal cycle, and except where retention is required by law.

You represent that you have all rights necessary to grant this licence and that Your Content does not violate these Terms or any law. We do not routinely monitor Your Content, but we may remove content that we reasonably believe violates these Terms or applicable law.

6. Purchases, subscriptions and refunds

Paid features may be offered on a one-time or subscription basis. Where you purchase through the Apple App Store or Google Play, the transaction is between you and that store, not with us. Billing, payment method management, price display, taxes, cancellation and refunds for those purchases are governed by Apple’s or Google’s terms and are subject to their refund policies. We do not receive your payment card details and cannot process a refund for a transaction we did not process.

Subscriptions renew automatically at the then-current price until cancelled through the store that sold them. Cancelling stops the next renewal; it does not retroactively refund the current period unless the store’s policy provides otherwise or applicable law requires it.

Where we sell directly, all fees are stated in United States dollars, are exclusive of taxes unless stated otherwise, and — except where a non-waivable consumer-protection law requires otherwise — are non-refundable once the billing period has begun. We may change our prices prospectively on reasonable notice.

7. Third-party services, links and platforms

The Services may link to, integrate with, or depend on services operated by third parties, including Apple, Google, hosting providers and payment processors. We do not control those services, we do not endorse them, and we are not responsible or liable for their content, policies, availability, security practices, or acts and omissions. Your use of a third-party service is governed by that party’s terms and privacy policy, and is entirely at your own risk.

Any dealings you have with a third party found through the Services — including payment for and delivery of goods or services — are solely between you and that third party.

8. Beta, preview and free features

We may offer features identified as beta, preview, early access, experimental or otherwise not generally available. These are provided for evaluation only, may be changed, suspended or removed at any time without notice, may contain defects, and are furnished “AS IS” with no warranty, support or service-level commitment of any kind. The same applies to any part of the Services we provide free of charge.

9. Availability, changes and discontinuation

We do not guarantee that the Services will be available, uninterrupted, secure or error-free. We may modify, suspend, limit, or discontinue any part of the Services, permanently or temporarily, at any time and without liability to you. We will make reasonable efforts to give notice of a material discontinuation where it is practical to do so, but we are not obliged to.

10. Intellectual property

The Services, and all software, source code, designs, text, graphics, interfaces, logos, and other material in them, are owned by Espyeon LLC or its licensors and are protected by copyright, trademark, trade secret and other laws. “Espyeon”, the Espyeon logo, and our product names are our trademarks. You may not use them without our prior written permission, except to refer accurately to us or our products.

Feedback. If you send us suggestions, ideas or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit it for any purpose without restriction, attribution or compensation. Do not send us anything you are not willing to have us use freely.

Copyright complaints. If you believe material in the Services infringes your copyright, send a notice with the information required by 17 U.S.C. § 512(c)(3) to Contact@espyeon.com. We terminate the accounts of repeat infringers in appropriate circumstances.

11. No professional advice; no reliance

Content available through the Services is provided for general informational purposes only. It is not legal, medical, financial, investment, tax, accounting or other professional advice, and it must not be relied upon as a substitute for consultation with a qualified professional. You are solely responsible for any decision you make or action you take on the basis of the Services, and for independently verifying anything on which you intend to rely.

12. Disclaimer of warranties

The services are provided on an “as is” and “as available” basis, with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, Espyeon LLC and its members, managers, officers, employees, contractors, agents, suppliers and licensors (the “Espyeon parties”) expressly disclaim all warranties, whether express, implied, statutory or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement, and any warranties arising out of a course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, the Espyeon parties make no warranty that the services will meet your requirements, be available on an uninterrupted, timely, secure or error-free basis, be free of viruses or other harmful components, or that any defects will be corrected; and make no warranty as to the accuracy, reliability, completeness, or timeliness of any content obtained through the services. No advice or information, whether oral or written, obtained from us creates any warranty not expressly stated in these terms.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In that case, such warranties are limited to the minimum duration and scope permitted by applicable law.

13. Limitation of liability

To the maximum extent permitted by applicable law, in no event will the Espyeon parties be liable to you for any indirect, incidental, special, consequential, exemplary or punitive damages whatsoever, or for any loss of profits, revenue, goodwill, business opportunity, use, or data, or for the cost of procuring substitute goods or services, or for business interruption, device damage, or unauthorized access to or alteration of your data — arising out of or in connection with these terms or the services, however caused, under any theory of liability (contract, tort including negligence, strict liability, warranty, statute or otherwise), and whether or not the Espyeon parties have been advised of the possibility of such damages, and even if a limited remedy set forth in these terms is found to have failed of its essential purpose.

To the maximum extent permitted by applicable law, the total aggregate liability of the Espyeon parties for all claims arising out of or relating to these terms or the services will not exceed the greater of (a) the total amount you actually paid to Espyeon LLC for the specific service giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the liability, or (b) one hundred United States dollars (US$100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, including incidental or consequential damages, or the limitation of liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for gross negligence or willful misconduct. Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, and in those jurisdictions our liability is limited to the smallest amount permitted by law.

The disclaimers and limitations in sections 12 and 13 are a fundamental basis of the bargain between you and us, allocate risk between us, and survive any termination of these Terms.

14. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Espyeon Parties from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of or access to the Services; (b) your violation of these Terms or any applicable law; (c) Your Content; or (d) your violation of any right of a third party. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, at your expense, and you agree to cooperate with our defence of such a claim. You may not settle any matter affecting us without our prior written consent.

15. Suspension and termination

We may suspend or terminate your access to the Services at any time, with or without cause and with or without notice, including if we reasonably believe you have violated these Terms or that your use creates risk or legal exposure for us or for others. You may stop using the Services at any time. On termination, the licences granted to you end immediately, and sections 5, 9, 11, 12, 13, 14, 17, 18 and 20 survive, together with any other provision that by its nature should survive.

16. Changes to these Terms

We may revise these Terms from time to time. When we do, we will update the “last updated” date at the top of this page, and for material changes we will take reasonable steps to provide additional notice, such as an in-app or email notice. Changes take effect when posted unless stated otherwise. Your continued use of the Services after a change takes effect constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Services.

17. Governing law and venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Ohio and the federal laws of the United States applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to section 18, you and Espyeon submit to the exclusive jurisdiction of the state and federal courts located in the State of Ohio for any dispute not subject to arbitration, and waive any objection to venue in those courts.

18. Dispute resolution; class action waiver

Informal resolution first. Before filing a claim, you agree to try to resolve the dispute informally by sending a written description of it to Contact@espyeon.com and allowing us sixty (60) days to respond. Most disputes are resolved this way.

Binding arbitration. If we cannot resolve a dispute informally, you and Espyeon agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, rather than in court, except that either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in court for infringement or misuse of intellectual property rights. The arbitration will take place in the county of your residence or another mutually agreed location, and may proceed by written submission or telephone where the rules allow.

You and Espyeon agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. You and Espyeon waive any right to a jury trial.

If this class action waiver is found unenforceable as to a particular claim, that claim — and only that claim — will be severed and brought in court, and the remainder of this section will continue to apply. Nothing in this section prevents you from bringing an issue to the attention of a government agency, or waives any right that cannot lawfully be waived.

19. Export controls and government use

You represent that you are not located in, and are not a national or resident of, a country subject to comprehensive United States sanctions, and that you are not listed on any United States government list of prohibited or restricted parties. You agree to comply with all applicable export control and sanctions laws. Our software is “commercial computer software” as defined in applicable U.S. federal acquisition regulations, and any use by or for the United States Government is subject to these Terms.

20. General provisions

Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labour dispute, epidemic, government action, utility or network failure, hosting-provider outage, or the acts or omissions of a third-party platform.

Severability. If any provision of these Terms is held to be invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary, and the remaining provisions remain in full force and effect.

No waiver. Our failure to enforce any right or provision is not a waiver of it. A waiver is effective only if in writing and signed by us.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them freely, including in connection with a merger, acquisition, reorganisation or sale of assets. These Terms bind and benefit the parties’ permitted successors and assigns.

No third-party beneficiaries. Except as expressly stated in our EULA with respect to Apple Inc., these Terms create no third-party beneficiary rights.

Relationship. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between you and us.

Entire agreement. These Terms, together with the documents they incorporate by reference, constitute the entire agreement between you and Espyeon LLC regarding the Services, and supersede all prior or contemporaneous understandings on the subject.

Notices. We may give notice by posting to the Services, by email to the address associated with your account, or through an in-app message. You must give notice to us at Contact@espyeon.com.

21. Contact

Questions about these Terms should be sent to Contact@espyeon.com. Company information is published on our About page.

Questions about this document? Write to Contact@espyeon.com. See also our Terms of Service, Privacy Policy, EULA and Acceptable Use Policy.