Terms of Use

1. What these Terms cover (and what they do not)

These Terms of Use ("Terms") govern your access to and use of the Spyglass website at www.spyglasstech.co and any related Spyglass web pages, portals, and online content that link to these Terms (the "Site").

These Terms cover the Site only. They do not govern use of the Spyglass products — ROVE, Trellis, or RELAY. If you use one of our products, your use is governed by the separate agreements below, not by these Terms:

These Terms govern your use of the Site notwithstanding any product agreement. If anything in these Terms appears to conflict with one of those product agreements as to your use of a Spyglass product, the product agreement controls for that product; in all other respects these Terms control for your use of the Site.

Terms used here. "You" means the individual accessing the Site and, where the Site is accessed on behalf of an organization, that organization — which the individual represents they are authorized to bind. "Content" means the text, graphics, images, logos, page layouts, and other materials that Spyglass makes available on the Site. Product data (such as plate reads, images, lists, and zones) is not "Content" under these Terms and is not addressed here — it is governed by the product agreements above.

2. Acceptance and eligibility

By accessing or using the Site, you agree to these Terms. If you do not agree, do not use the Site.

You represent that:

• you have the legal capacity to accept these Terms;
• if you access the Site on behalf of an organization, you are authorized to accept these Terms for that organization; and
• you are not a person or entity with whom we are prohibited from dealing under applicable sanctions or export-control laws (see Section 12).

3. Use of the Site and Content

We grant you a limited, revocable, non-exclusive, non-transferable permission to access and view the Site and its Content for your own lawful personal, informational, business, and reference purposes (including non-commercial press and academic reference).

The Site and its Content are owned by Spyglass or its licensors and are protected by copyright, trademark, and other laws. Except as these Terms expressly allow, you may not copy, reproduce, republish, frame, distribute, sell, rent, lease, modify, or create derivative works from the Content without our prior written consent. You acquire no ownership interest in the Site or the Content through your use of it.

Feedback. If you send us comments, suggestions, or feedback about the Site, you grant us a non-exclusive, worldwide, royalty-free, perpetual license to use that feedback to operate, develop, and improve the Site and our products. You are not required to give us feedback, and we are not required to use it. We do not claim ownership of your feedback — only this license to use it.

4. Trademarks

"Spyglass Technologies", ROVE, Trellis, RELAY, Legion, and Sentinel, together with the Spyglass logos and other Spyglass product names and marks, are trademarks of Spyglass Technologies Inc. You may not use them in connection with any product or service, or in any way likely to cause confusion, without our prior written consent. Other product and company names on the Site may be the trademarks of their respective owners.

5. Acceptable use of the Site

When using the Site, you agree not to:

• access, tamper with, or use non-public areas of the Site or its underlying systems and infrastructure without authorization;
• probe, scan, or test the vulnerability of the Site, or breach or circumvent any security or authentication measure;
• upload or transmit malware, spyware, or any code intended to disrupt, impair, or compromise the Site, its systems, or other users;
• scrape, harvest, crawl, or systematically extract data or Content from the Site by automated means, except for standard search-engine indexing that respects the Site's published controls;
• reverse engineer, decompile, or attempt to extract the source code of any software that operates the Site;
• place an unreasonable load on the Site's infrastructure, including denial-of-service tactics or automated account creation;
• impersonate any person, organization, or agency, or misrepresent your identity or affiliation;
• use the Site for mass solicitation, spam, or unauthorized commercial outreach; or
• use the Site in violation of any applicable law or these Terms.

We may suspend or terminate access to the Site if we reasonably suspect or confirm any prohibited activity (see Section 13).

6. Privacy and cookies

Our handling of personal data collected through the Site is described in our Privacy Policy, and our use of cookies and similar technologies is described in our Cookie Policy. Please review both. By using the Site, you acknowledge those policies. The Privacy Policy and Cookie Policy are informational notices; they are not part of these Terms and do not create contractual warranties.

7. Links to other websites

The Site may contain links to third-party websites or services that we do not own or control. We provide these links for convenience only. We are not responsible for the content, privacy practices, or policies of any third-party site, and we do not endorse them. Your use of a third-party site is at your own risk and subject to that site's own terms. We encourage you to review them.

8. Site availability and accuracy

We provide the Site on an "as is" and "as available" basis. We may change, suspend, update, or discontinue any part of the Site at any time, and we are not liable for doing so.

We work to keep the Site accurate and current, but Content may contain errors, omissions, or out-of-date information, and product descriptions, features, and any prices shown on the Site are for general information only. Nothing on the Site is a binding offer, quote, or commitment. The commercial terms that apply to a Spyglass product are only those set out in a signed Order Form and the agreements it references. We may correct errors, inaccuracies, or omissions, and change Content, at any time without prior notice.

Your access to the Internet, and any data or connection charges you incur in using the Site, are your responsibility.

9. Disclaimers

To the fullest extent permitted by law, the Site and its Content are provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Site will be uninterrupted, secure, or error-free, that defects will be corrected, that the Site is free of viruses or other harmful components, or that the Content will meet your requirements.

Some jurisdictions do not allow certain warranty exclusions, so some of the exclusions above may not apply to you.

10. Limitation of liability

To the fullest extent permitted by law, Spyglass and its directors, employees, and agents will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill, arising out of or relating to your access to or use of (or inability to use) the Site, whether based in contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages.

To the fullest extent permitted by law, our total liability arising out of or relating to the Site and these Terms will not exceed one hundred United States dollars (USD 100).

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law, including certain rights you may have under consumer-protection laws. Where those laws apply to you, the exclusions and limitations in these Terms apply only to the extent permitted.

This Section does not limit or replace the liability terms in any product agreement, which govern your use of the products.

11. Indemnification

You agree to indemnify and hold harmless Spyglass and its directors, employees, and agents from and against any third-party claims, damages, losses, and reasonable costs (including reasonable attorneys' fees) arising out of or relating to (a) your misuse of the Site, or (b) your breach of these Terms. We will notify you of any such claim, and you may not settle any claim in a way that imposes an obligation on us without our prior written consent.

If you are a consumer, this indemnity applies only to the extent permitted by the mandatory consumer-protection law of your country of residence, and nothing in it deprives you of any right that such law does not allow to be waived.

12. Compliance, sanctions, and export

You agree to comply with all laws that apply to your use of the Site. You represent that you are not located in, and are not a national of or ordinarily resident in, a country or region subject to comprehensive sanctions, and that you are not on any applicable list of restricted or prohibited parties. You may not access or use the Site if doing so would violate applicable sanctions or export-control laws.

13. Suspension and termination of access

We may suspend, restrict, or terminate your access to the Site at any time if you breach these Terms or if we reasonably need to protect the Site, its users, or Spyglass. You may stop using the Site at any time. The Sections that by their nature should survive — Section 1 (the defined terms), Section 3, Section 4, and Sections 9, 10, 11, 12, 15, and 16 — survive termination of your access.

Ending your access to the Site does not affect your organization's product agreements, which continue under their own terms.

14. Changes to these Terms

We may update these Terms from time to time. When we do, we will post the updated Terms on the Site with a new effective date and version number. Changes take effect when posted. Where a change is material, we will take reasonable steps to highlight it (for example, a notice on the Site). By continuing to use the Site after the updated Terms take effect, you accept them. If you do not agree, stop using the Site.

These Terms apply to the Site only. Changes to the terms that govern the Spyglass products are made under those product agreements, not this Section.

15. Governing law and forum

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law rules. Any dispute arising out of or relating to these Terms or the Site will be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts.

If you are a consumer resident in the United Kingdom or the European Economic Area, nothing in this Section deprives you of the protection of the mandatory consumer-protection provisions of the law of your country of residence, and you may be entitled to bring proceedings in, or be sued only in, the courts of that country. This Section does not change the governing law or forum of any product agreement, which govern your use of the products.

16. General

Entire agreement. These Terms are the entire agreement between you and us regarding your use of the Site, and replace any prior understanding on that subject. The Privacy Policy and Cookie Policy apply to the matters they address as informational notices, not as contractual warranties. These Terms do not supersede any product agreement, which governs use of the products.

No waiver. Our failure to enforce any provision is not a waiver of it.

Severability. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of these Terms remain in effect.

Assignment. We may assign our rights and obligations under these Terms. You may not assign yours without our prior written consent.

No third-party beneficiaries. Except that our directors, employees, and agents may rely on the disclaimers and limitations in Sections 9 through 11, these Terms create no rights enforceable by any person who is not a party to them.

Time limit on claims. Any claim arising out of or relating to the Site or these Terms must be brought within one (1) year after the event giving rise to it, except where applicable law does not allow such a limit. If you are a consumer, this time limit does not apply to you where the mandatory law of your country of residence provides a longer period.