spykio Terms of Service

Last Updated: 2025-04-15

Thank you for using the spykio Offering (as defined below). To be eligible to register for a spykio account and use the spykio Offering, you must review and accept the terms of this spykio Terms of Service (this "Agreement" or these "Terms") by clicking the terms of service checkbox or other mechanism provided within the registration process. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE spykio OFFERING, YOU AGREE TO THESE TERMS AND CONDITIONS WITH spykio ("spykio"). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT USE THE spykio OFFERING.

In this Agreement, "you," "your," and "Customer" will refer to you. If you are registering for a spykio account or using the spykio Offering on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to spykio that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms "you," "your," and "Customer" will refer to that entity or organization).

spykio may revise these Terms from time to time. If spykio does revise these Terms, the revised Terms will supersede prior versions. Revisions will be effective upon the effective date indicated at the top of these Terms. spykio will provide you advance notice of any material revisions. This notice will be provided via the account portal and/or via an email to the email address spykio has on file. spykio encourages you to check the effective date of these Terms whenever you visit spykio's website or account portal. Your continued access or use of the spykio Offering constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using the spykio Offering and spykio is not obligated to provide you with the spykio Offering.

1. spykio Offering

1.1 Provision of spykio Offering. Subject to the terms and conditions of this Agreement, spykio will make the spykio Offering available to Customer pursuant to this Agreement.

1.2 Customer Responsibilities. Customer will (i) be responsible for all use of the spykio Offering under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the spykio Offering and notify spykio promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the spykio Offering, and (iii) be responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to, access, or otherwise use the spykio Offering, including as set forth in the Documentation (if applicable). Customer will be solely responsible for its failure to maintain such equipment, software, and services, and spykio will have no liability for such failure.

2. Fees (If Applicable)

2.1 Fees. Customer will pay spykio the fees set forth in the applicable plan (if any). Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice unless a specific date for payment is set forth. Except as otherwise specified in this Agreement, (a) fees are quoted and payable in [Specify Currency, e.g., Euros or United States dollars], and (b) payment obligations are non-cancelable and non-pro-ratable for partial periods, and fees paid are non-refundable. If Customer has selected a payment plan and provided its payment information to spykio, then Customer (a) represents and warrants to spykio that such information is true and that Customer is authorized to use the payment instrument, (b) will promptly update its account information with any changes, and (c) authorizes spykio (including through its payment processor) to bill the payment instrument in advance according to the plan terms.

2.2 Late Payment. spykio may suspend access to the spykio Offering immediately upon notice if Customer fails to pay any amounts hereunder at least ten (10) days past the applicable due date. Interest may be charged on past due amounts at the rate of one percent (1%) per month or the highest rate allowed by law, whichever is lower.

2.3 Taxes. All amounts payable are exclusive of any sales, use, and other taxes or duties (collectively "Taxes"). Customer is solely responsible for payment of all Taxes except for taxes based on spykio's income. Customer will not withhold any taxes from amounts due to spykio.

3. Proprietary Rights and Confidentiality

3.1 Proprietary Rights. As between the parties, spykio exclusively owns all right, title, and interest in and to the spykio Offering, System Data, and spykio Confidential Information, while Customer exclusively owns all right, title, and interest in and to the Customer Data and the Customer Confidential Information.

3.2 Feedback. Customer may provide Feedback regarding the spykio Offering. spykio has full discretion to use, incorporate, and exploit such Feedback without obligation to compensate Customer.

3.3 Product Improvement and Aggregated Statistics. spykio may aggregate, collect, and analyze data relating to the provision, use, and performance of the spykio Offering to develop and improve spykio offerings and disclose insights in aggregated, anonymized format that does not identify Customer or any individual.

3.4 Confidentiality. Each party agrees to use the other's Confidential Information solely for this Agreement and not disclose it to third parties without prior written consent, except (a) to representatives with a need to know and bound by confidentiality obligations, or (b) as required by law (with prior notice and effort to minimize disclosure). Each party will protect Confidential Information with due care. Breach may entitle the non-breaching party to injunctive relief. Each party will promptly notify the other of any confidentiality violations.

3.5 Technology Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code of the spykio Offering; (b) probe, scan, or test vulnerability without authorization; (c) use the spykio Offering for competitive analysis or to build a competitive product; (d) transfer, resell, lease, or license the spykio Offering on a standalone basis; or (e) use the spykio Offering in violation of applicable law or outside the scope permitted.

4. Warranties and Disclaimers

4.1 spykio. spykio warrants it will provide the spykio Offering in a professional manner consistent with industry standards and in material conformance with Documentation (if any). Customer's exclusive remedy for breach is re-performance or, if not possible, termination and a pro-rata refund of prepaid unused fees.

4.2 Customer. Customer warrants it has necessary rights and consents for any data provided and to permit spykio's use as contemplated.

4.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. spykio DOES NOT WARRANT THE OFFERING WILL BE ERROR-FREE. spykio IS NOT RESPONSIBLE FOR NON-spykio PRODUCTS OR INTEGRATIONS.

4.4 Beta Products. If Customer uses Beta Products, they are provided "AS IS" without warranties, indemnities, or service level commitments. Access may be terminated at any time.

5. Indemnification

5.1 Indemnity by spykio. spykio will defend Customer against third-party claims alleging the spykio Offering infringes a patent, copyright, or trade secret, and indemnify for damages finally awarded or settlements approved by spykio, provided Customer promptly notifies spykio, gives spykio sole control, and reasonably cooperates. If infringement occurs or is likely, spykio may (i) procure the right to continue use, (ii) replace/modify to be non-infringing, or (iii) terminate and refund pro-rata prepaid fees. spykio has no obligation for claims caused by (A) Customer specifications, (B) non-compliant use, (C) modifications by/for Customer, (D) Customer Data issues, (E) open source software, or (F) combinations with non-spykio products (collectively "Excluded Claims"). This is spykio's sole liability for IP infringement claims.

5.2 Indemnification by Customer. Customer will defend spykio against third-party claims arising from Excluded Claims and indemnify spykio for damages finally awarded or settlements approved by Customer, provided spykio promptly notifies Customer, gives Customer sole control, and reasonably cooperates.

6. Limitation of Liability

UNDER NO LEGAL THEORY WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, DATA LOSS). EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, IP INFRINGEMENT, AND CUSTOMER PAYMENT OBLIGATIONS, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY WILL EXCEED THE AMOUNTS PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. Termination

7.1 Term. This Agreement commences on acceptance and continues until terminated.

7.2 Termination and Suspension. Customer may terminate its account anytime via account tools. spykio may terminate/suspend for material breach if not cured within 5 days of notice. spykio may also terminate/suspend immediately for cause (e.g., suspected fraud, negative impact, legal requirement, bankruptcy). spykio may terminate for convenience or if providing the service becomes impractical/illegal (with pro-rata refund if applicable for prepaid subscriptions). No refund is generally provided upon suspension/termination except as specified.

7.3 Survival. Provisions intended to survive termination (e.g., proprietary rights, confidentiality, disclaimers, indemnification, liability limits, general provisions) will survive.

8. General

8.1 Export Compliance. Each party will comply with applicable export laws.

8.2 Publicity. Customer agrees spykio may use Customer's name and trademarks in marketing materials and on its website. Other publicity requires prior written consent.

8.3. Newsletter Consent. By agreeing, you may receive service status communications and product/news updates. You can unsubscribe from news/updates.

8.5 Assignment; Delegation. Neither party may assign this Agreement without prior written consent, except to a successor in a merger or sale of substantially all assets. Subject to this, the Agreement binds successors and assigns.

8.6 Amendment; Waiver. Amendments require written consent from both parties. Waivers are specific and not ongoing. Purchase orders are limited to defining quantities/pricing/service; other terms are rejected.

8.7 Relationship. The parties are independent contractors. No partnership, agency, or joint venture is created. No third-party rights are intended.

8.8 Unenforceability. If any provision is invalid, it will be enforced to the maximum extent possible, and the remainder remains effective.

8.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Specify Jurisdiction, e.g., Belgium], excluding conflict of laws rules. Disputes shall be brought only in the courts located in [Specify Venue, e.g., Bruges, Belgium].

8.10 Notices. Notices must be in writing (personal delivery, certified mail, overnight delivery) with a copy via email. Notices to Customer go to the address in the account. Notices to spykio must be sent to Sint-Clarastraat 91, 8000 Brugge, Belgium, Attn: Legal, and a copy to [Specify Legal Email, e.g., legal@spykio.com].

8.11 Entire Agreement. This Agreement is the entire agreement between the parties regarding its subject matter, superseding all prior communications.

8.12 Force Majeure. Neither party is liable for delays due to events beyond reasonable control (Force Majeure Event).

9. Definitions

Confidential Information: Information marked confidential or reasonably understood as such. Excludes public domain info, previously known info, info from third parties legally, or independently developed info.
Customer Data: Data provided by Customer to spykio via the Offering.
Documentation: Online help files or technical documentation provided by spykio.
Feedback: Suggestions or comments regarding the Offering.
Force Majeure Event: Event beyond reasonable control (natural disaster, war, cyber-attack, etc.).
spykio Offering: The spykio product and/or services described in this Agreement or an Order Form.
System Data: Data collected by spykio regarding the performance, usage, security, etc., of the Offering.