Terms of Use
This Terms of Use agreement (“Agreement”) govern your access to and use of the website: https://mispy.ai/, mobile application, and related services (collectively, the “Platform”) operated by MiSpy.ai, Inc. (“Company”, “we”, “us”, or “our”).
By accessing and using the Platform or providing information to us (by any means, whether in correspondence, via our Platform, or otherwise), you accept and agree to be bound by the terms and provision of this Agreement. In addition, when using the Platform, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time (“Additional Terms”). All such Additional Terms are hereby incorporated by reference into this Agreement. PLEASE REVIEW THIS AGREEMENT CAREFULLY. ANY PARTICIPATION IN THE SITE WILL CONSTITUTE ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT OR OUR PRACTICES, PLEASE DO NOT USE THE SITE.
1. Modifications.
This Agreement was published on the date “Last Updated” above. We may change this Agreement from time to time. Changes to this Agreement will be made by updating this page. Any such modifications shall be effective immediately. Please visit this Agreement regularly to read the current version to determine if any changes have been made. Each continued use of the Platform by you shall constitute and be deemed your unconditional acceptance of this Agreement, including any changes or modifications.
2. App Store and Google Play Disclosures.
The Platform is distributed through the Apple App Store and Google Play. By downloading the app, you also agree to comply with Apple’s App Store Terms of Service and Google Play Developer Policies, acknowledge that Apple and Google are not parties to this Agreement nor responsible for the Platform’s support, and there is no partnership between Company and Apple or Google.
3. Intended Audience.
The Platform is intended for adults only. The Platform is not intended for any children under the age of 18.
4. Privacy.
Your visit to our Platform is also governed by our Privacy Policy. Please review our Privacy Policy at https://mispy.ai/privacy-policy.
5. Account Registration and Responsibilities.
To access certain features or areas on the Platform, you may be required to create an account. Accounts may be created by individuals seeking investigative services (“Assets”), and/or licensed investigative professionals offering professional investigative-related services as independent contractors (“Ghosts”). You agree to provide accurate, current, and complete information and to keep this information up to date; failure to do so may result in termination of your account or an inability to access account restricted areas on the Platform. Your account is for your personal use only. You may not authorize others to use your account, and your account is not transferable or sublicensable to third parties. You obtain no ownership rights in the Platform or any content contained therein by creating an account. Each time you use your password or identification, you will be deemed to be authorized to access and use account restricted areas on the Platform in a manner consistent with this Agreement and we have no obligation to investigate the authorization or source of any such access or use of the Platform. By creating an account, you agree to maintain the confidentiality of your login credentials, not share your account or impersonate others, and update your information promptly if it changes. You agree to notify Company of any suspected breach of security or unauthorized use of your account. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SITE AND YOUR ACCOUNT BY ANYONE USING YOUR PASSWORD AND IDENTIFICATION WHETHER OR NOT SUCH ACCESS TO AND USE OF THE SITE OR YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE. We reserve the right to suspend or terminate accounts that violate this Agreement or pose security risks.
6. Description of Services.
Company offers a Platform which facilitates, manages, and connects Assets and Ghosts so that Ghosts can provide lawful and licensed investigative services. Company is a neutral venue for Assets and Ghosts and is not itself a Ghost and does not provide any investigative services. Through the Platform, an Asset will pick a Mission (not a named Ghost) and Company will process the request through a structured intake and screen it for lawful purpose before any Ghost sees it. Missions are priced by Mission type, a Ghost’s hourly rates, and the Ghost's experience tier. Company places a hold on Assets credit card for requested Missions and matches Missions to an eligible licensed Ghost, who can choose to accept or decline the Mission. Company collects all payment up front after a Mission is accepted by a Ghost. In connection with a Mission, Ghost may perform licensed investigative services relating to relationship facts, dating checks, business deal checks, adult contact and wellness checks, fraud and identity theft, property loss, and missing pets.
As used herein, a “Mission” is a transaction between Asset and Ghost whereby Ghosts performs the requested services for the fees, time period, and work described therein at the time of booking such Mission. Ghosts can perform three kinds of Missions. Quick Hit Missions have a single objective in a short window (e.g. a single observation window with photo proof or a quick identity check). Focused Fieldwork Missions are targeted work on a defined objective and this can be performed over a single day or several days (e.g. observation on set dates). Full Investigation Missions are broader investigation work that combines fieldwork and research toward a larger objective and ends with a full Mission Debrief. Each Mission has set amount of hours that are required for that type of service (for example, for a Mission related to a business deal check, a Quick Hit Mission would be completed in 4 hours, a Fieldwork Mission would be completed in 10 hours, and a Full Investigation Mission would be completed in 20 hours).
The Platform provides:
For Assets: Booking, scheduling, monitoring, secure messaging, and payment for services. The availability of services is subject to Ghost coverage in your area. The Platform may display “Not yet available in your area” messages in regions not yet activated. All requests are subject to acceptance by the Ghost. The Ghost is not obligated to accept your (or any) request and may, at their discretion, decline for any reason. Once Ghost completes a Mission, Asset agrees to honor the price and other terms of that Mission, as acknowledged in the Platform.
For Ghosts: Mission management, secure messaging, evidence upload, report drafting, and earnings and payout tracking through the use of artificial intelligence tools built into the Platform (including AI-supported Mission Debriefs). Company’s artificial intelligence tool is Pie and it helps structure Mission intake information and polish the Mission Debriefs. Company runs Pie, which is hosted by a third party hosting provider. Data processed through Pie is not used to train any AI models and any inputs and responses provided through Pie are only stored by our third party hosting provider, where they may be reviewed for abuse monitoring by our third party hosting provider if they're flagged (e.g. harmful text or images in user prompts and completions, violations of our third party hosting provider’s code of conduct, or other uses in violation with this Agreement). Messages sent through the Platform stay inside the Platform and are protected in transit (and encrypted at rest). Company can access messages sent through the Platform and reserves the right to monitor such messages, including for safety, requests for personal identification, attempts to move payment off the Platform, and requests for anything illegal or outside the permitted scope of Missions. However, Company does not police language or tone of messages. Failing to perform booked services may result in immediate removal from the Platform.
7. Insurance, Permits, and Licenses.
Ghost is solely responsible for obtaining and maintaining, at its own expense, any and all insurance Ghost determines is necessary in connection with a Mission or is required by law and all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the performance of its obligations under this Agreement.
8. Subscriptions, Fees, and Payments.
Mission Fees: Mission fees will be based on Mission types, a Ghost’s hourly rate, and a Ghost’s experience tier. Mission fees and agreed upon and charged to an Asset before a Mission begins. A Ghost’s mileage and travel expenses are factored into the Mission fees charged. Ghosts must flag to Company an attempt by an Asset to push scope outside legal or industry bounds, any change in scope without paying, or any request that may turn nefarious or dangerous.
Booking Fees: Asset acknowledges that the total amount charged may include a booking fee. The booking fee supports processing the Asset's payment and reviewing and booking the Mission before it's released to Ghosts. By booking a Mission with a Ghost, the Asset agrees to pay the total amount displayed at checkout, including for any Mission fees, commissions, Platform fee, service fee, payment processing fee, or other disclosed charge, as applicable. Company may change its fees, commissions, or pricing structure from time to time, and any such changes shall apply prospectively unless otherwise permitted by applicable law. Booking fees are non-refundable, except where a Mission request is not accepted by Company or a Ghost.
Platform Fees: Ghost acknowledges that Company will retain a Platform fee from the total fees to be paid Ghost. The Platform fee supports the operation of the Platform and may be used to cover various costs associated with providing the Platform, including but not limited to technology infrastructure, payout processing, customer support, Mission management, secure messaging, artificial intelligence tools, evidence upload, fraud prevention, insurance and license verification, safety and trust measures, dispute resolution, and general business operations. By accepting a Mission from an Asset, the Ghost agrees to the total amount displayed at Mission acceptance to be paid to Ghost, including deductions for Platform fees. Company may change its fees, commissions, or pricing structure from time to time, and any such changes shall apply prospectively unless otherwise permitted by applicable law.
Serus Subscription Fees: Company offers Assets and Ghosts a Serus add-on at the rate of $9.99 per month, billed by Company through Stripe-hosted checkout. Assets are able to use the Serus add on to access the Serus Asset Account (online protection and data removal). Ghosts are able to use the Serus PI Account (the intelligence tool plus protection), provided Ghosts have an active, verified PI license, in accordance with applicable laws.
Payments:
Assets: Payments for services must be made via the Platform using integrated gateways. Pricing is based on factors including Mission scope, add-on subscriptions, selected service options, and other applicable factors. Assets are responsible for paying the price of the selected service, plus any applicable booking fees, taxes, and other charges disclosed at the time of booking. A hold will be placed on the Asset’s credit card and once the Mission has been reviewed and accepted by a Ghost, the credit card will be charged. By confirming a booking, you authorize us to charge the stated amount and agree to pay such amount.
Ghosts: Earnings are based on the pricing selected by the Asset for service requests. Applicable Platform fees, payment processing, fees and other service-related fees may be deducted from payments made to Ghost in connection with a Mission as disclosed at the time of Mission acceptance. Payments are issued in accordance with the Platform’s payment policies following verification of Mission completion. No payment is issued for Failed Missions. Assets may rate Ghosts on the Platform.
Subscriptions: Every Serus subscription requires a card on file, including the launch promotion. Company offers one free month for the first 500 eligible Assets and the first 500 eligible Ghosts, one per person. Subscriptions are automatically renewed unless cancelled. Ghosts and Assets will be charged on a monthly basis after the first promotional month (for the first 500 eligible Assets and the first 500 eligible Ghosts). A promotional month earns no SpyDollars of its own. Assets and Ghosts may cancel their subscription at any time in the Platform mobile application. Cancellation takes effect at the end of the current billing period, and access runs until then. Except as set forth in this Agreement, no refunds are provided. Ghosts and Assets may resubscribe any time. The new charge starts a new billing period.
Company does not store full payment card numbers, CVV codes, card expiration details, or full bank account information. Payment processing is handled by PCI-DSS-compliant third-party payment processors, currently Stripe. Company may receive and retain limited payment-related information from the payment processor, such as transaction identifiers, payment status, payment method type, and masked or partial payment information, as reasonably necessary for billing, refunds, chargebacks, fraud prevention, accounting, support, and legal or compliance purposes.
9. Failed Payments, Cancellations, and Refunds.
Failed payments for Serus Subscription: Company offers a 3-day grace period for payments that do not go through on the first attempt. Company will continue to provide access to the Serus subscriptions while charges are retried. If payment clears inside the grace period, nothing changes. If payment does not clear within the grace period, the associated Serus subscription will be suspended until the user updates their card. A Ghost with at least 10,000 SpyDollars can redeem 10,000 of its SpyDollars for that billing cycle instead of paying by card. Any suspended Serus subscription will be cancelled if payment is not made within 30 days after a failed payment. Cancellation of a Serus subscription does not impact a user’s access to the Platform or the ability for the user to book or accept Missions.
Failed payments for Missions. An Asset's card is authorized for a Mission at booking. The Asset is charged booking fees at the time of booking a Mission but the Mission fees are not charged until a Ghost accepts the Mission. If a charge doesn't go through, the Mission will be placed on hold and the Ghost will not start until payment clears. Company will reach out to the Asset to request the Asset to update their payment method in the Platform mobile application. If payment isn't updated within 24 hours of Company’s request, or before the Mission's start time if that comes sooner, the Mission is cancelled, the Ghost is released and no Mission fees are charged to the Asset, however, the booking fee paid at the time of booking is non-refundable.
Cancellations:
Assets: An Asset may cancel a Mission in the Platform at any time before the Mission is complete. The charge depends on when the Asset cancels. These rules apply to every Mission type. If the subject of a Mission is not at the agreed location during the Mission window, the Ghost performs the Mission as booked and prepares the Mission Debrief, which will note that the subject was not at the agreed location. The Asset will be responsible for the Mission fees for the work performed by the Ghost, even if the Mission subject is not at the agreed location during the Mission window.
When the Asset cancels Charge Before a Ghost accepts the Mission Nothing is charged, booking fees are refunded, and Asset’s card hold is released. After a Ghost accepts the Mission but more than 24 hours before the start of a Mission Asset’s credit card will be charged at the time the Ghost accepts the Mission but Asset will be provided a full refund of Mission fees (this refund does not include the booking fee charged at the time of booking the Mission). After a Ghost accepts the Mission but within 24 hours of the start of the Mission 25% of the Mission fees, with the remaining 75% of the Mission fees will be refunded to the Asset. The booking fee is non-refundable. After the Ghost has started performing work for the Mission (the Ghost marks the Mission started in the Platform, which includes travel to the location) The Asset pays for the work performed, as determined by a Company administrator from the Ghost’s Mission Debrief, and the rest of the Mission fees are refunded. The booking fee is non-refundable. Ghosts: Ghosts can cancel after accepting, dispatch, or while a Mission is in progress, but not after a mission is complete. Ghosts may only cancel a Mission for an excused reason, up to the limits provided below. If a Ghost cancels for an excused reason, Company will coordinate with Asset and the Ghost to reschedule performance of the Mission services. If the original Ghost is not available and Company is unable to find a replacement Ghost, the Asset will receive a full refund for the Mission fees and the booking fee. Ghosts will not be paid for cancelled Missions (whether excused or unexcused). If a cancellation is not excused (for example, if the Ghost no-shows at an agreed upon location, provides a reason other than an excused reason below, or exceeds its permitted excused cancellations in a rolling 30 day period), the cancellation will be considered an unexcused cancellation. Each unexcused cancellation is a strike against Ghost. If a Ghost has any strikes against them for unexcused cancellations, all attempted cancellations by Ghost (including ones a Ghost indicates should be excused) will be reviewed and verified by a Company administrator. The first strike for an unexcused cancellation will result in a written warning to the Ghost that the cancellation is unexcused and reminding them of the cancellation policy. After the second strike, Ghost will be suspended from accepting any new Missions for 3 days. After the third strike, Ghost will be suspended from accepting any new Missions for 7 days. After the fourth strike, Ghost’s account will be suspended for 3 months until the expiration of the fourth strike. Strikes expire 30 days after they are given. A Ghost whose account is suspended for unexcused cancellations twice in any rolling 3-month period will be suspended from the Platform for 6 months. After 6 months, the Ghost may request its account be re-activated on the Platform and Company shall review such request and may approve reactivation in Company’s sole and exclusive discretion. Company reserves the right to review any cancellation of a Mission, whether an excused cancellation or an unexcused cancellation, for abuse of the cancellation policy, in Company’s sole and exclusive discretion. Cancelled Missions will be excused for the following reasons:
- Medical emergency (no more than 1 in any rolling 30-day period)
- Transportation issues (no more than 1 in any rolling 30-day period)
- Family emergency (no more than 1 in any rolling 30-day period)
- Asset tried to add inappropriate or out-of-scope work to an in-progress Mission. In such cases, Company’s artificial intelligence tool may flag inappropriate or out-of-scope work before a Ghost cancels, but each flagged instance (whether by Ghost or Company’s artificial intelligence tools) is verified by a Company administrator.
Refunds and Mission Debriefs: A refund is only possible when there's critical feedback and a qualifying reason inside the approved refund window. Booking fees are not refundable except as expressly set forth in this Agreement.
Mission Debriefs: At completion the Ghost will file a Mission Debrief, which includes the objective as requested, the evidence requested or what was investigated, a qualitative description of findings with descriptions of attached evidence, and uploads of any visual evidence. Ghosts are paid only for completed Missions, after the Mission Debrief is filed. When an Asset cancels a Mission, the Ghost may receive partial payment for the Mission Fees as set forth in the table above, less any Platform fees.
For Quick Hit Missions and single-day Investigation Missions, Mission Debriefs will be filed by Ghost at completion of the Mission. For multi-day Investigation Missions, Mission Debriefs will be filed Ghost the day after the agreed upon timeline deadline (which is set at Mission acceptance). Upon completion of a Mission, the Asset will have the opportunity (in the timeframes indicated in the table below) to rate the Ghost’s performance, provide feedback, and review the Mission Debrief and confirm it is accurate. The Asset and Ghost will have the opportunity to flag concerns to Company directly. A Ghost’s Mission Debrief should be detailed as it may be used to defend a Ghost against any retaliatory bad review from an Asset upset about what was found.
Mission type Asset feedback window for refund eligibility Quick Hit Within 1 hour of Mission completion Focused Fieldwork, single or multi-day Within 24 hours of Mission completion Full Investigation, multi-day Within 24 hours of receiving the Mission Debrief Asset Refund: Assets are not entitled to refunds because they are unhappy with what the Ghost found in its investigation. Once a Ghost has started a Mission, which includes driving to the agreed upon location for the Mission, there is no refund. Assets may receive a refund for Quick Hit Missions only if the Ghost was at a clearly wrong location. However, a vague request like “Hamlin Pub in Rochester Hills” with no specific address is not a clearly wrong location, because the ambiguity was the Asset's. Assets should be detailed in their Mission requests and provide detailed and accurate information to the Ghost. Refunds for Investigation Missions will be provided on a case-by-case basis (in Company’s sole discretion) and will only be considered when the Ghost ignored Mission parameters or when the Asset is not reasonably confident in the Ghost’s ability to complete the Mission objective. Assets must provide critical feedback and any rating of 3 or below requires a written explanation of where the Ghost missed the mark on a Mission. Any request for a refund without feedback will be denied.
Subscription Refund: Company will refund a Serus subscription charge in full only when such charge is a duplicate or otherwise made in error (in Company’s sole discretion). Otherwise, a month that has started isn't refundable. Activating the Serus account is on the user. If they haven't activated it 5 business days after payment, we send one reminder.
10. SpyDollars.
SpyDollars is a reward program for Assets and Ghosts to earn savings on Missions and Serus subscriptions through activity on the Platform, including by booking missions, completing missions, and maintaining a subscription to Serus, as further described in this Section. SpyDollars are not your property, have no cash value, cannot be purchased, are non-transferrable, cannot be traded or exchanged for cash, credit, or anything redeemable for cash, are redeemable only for the rewards provide below, and will expire within 18 months of distribution of such SpyDollars to the Asset or Ghost account inactivity (i.e. 18 months where no Missions are booked or performed). SpyDollars are void where prohibited. The SpyDollars program is promotional and revocable by design. We may modify, suspend, or discontinue the SpyDollars program, in whole or in part, and may adjust or expire SpyDollars balances, at our discretion, with notice to you. Notice may be given through the Platform, by email, or by updating this Agreement with a new “Last Updated” date. If the SpyDollars program is discontinued, all balances end with it, and no compensation is owed, because SpyDollars are not property and were never purchased.
Earnings: SpyDollars accrue according to the earning rules as set forth below:
Assets: Assets may earn 100 SpyDollars per $1 paid on completed, non-refunded Missions, booking fees, and paid Serus subscription months, after any discount is applied and before taxes. An Asset's SpyDollars post when the Mission completes and, for a paid Serus subscription month, when that month ends.
Ghosts: Ghosts may earn 2,500 SpyDollars per completed Mission, with a 500 SpyDollars bonus for accepting Missions within 30 minutes (once the Mission is complete), 1,000 SpyDollars bonus for 3 or more completed Missions within a calendar month, and 1,000 SpyDollars bonus for every five-star rating on a paid Mission. A Ghost's rewards post when the Mission completes, with bonuses applied at month end. SpyDollars earned by Ghost may be treated as compensation and may be reportable by Company, and each Ghost is responsible for their own taxes. We may report and provide documentation where the law requires it. You agree to provide the information we reasonably need in order to meet any reporting obligation.
Redemptions: SpyDollars are redeemable only for the rewards, at the point costs, and subject to the per-use caps and conditions, set out in this Agreement as in effect at the time you redeem. SpyDollars can be used on future Missions, Serus subscriptions, or on Company merchandise. SpyDollars points are consumed when you redeem them. Every reward in the SpyDollars program can be earned and redeemed again by banking the SpyDollars points again One redemption per Mission or merch order, with no stacking against other redemptions or promotions. The Serus subscription month reward is for Ghosts-only and applies to the next billing cycle, or to a cycle whose payment failed. Discounts received by an Asset are funded by Company and the Ghost will be paid in full for a completed Mission. No reward, at any point level, on either side of the marketplace, ever affects Mission matching, priority, placement, ranking, visibility, or assignment.
Refunds: SpyDollars may be refunded if an Asset cancels a mission before a Ghost is dispatched or if a Mission is otherwise refunded in full. SpyDollars may also be refunded if they have been applied to a Serus subscription that is cancelled before it starts (i.e. if the SpyDollars are applied to the next month and the next month has not already started).
Fraud and Abuse: SpyDollars earned through fraud, abuse, manipulation of earning rules, self-dealing, use of multiple or false accounts, or any violation of this Agreement are void. Points associated with refunded or disputed activity are reversed. We may reverse or cancel balances, suspend SpyDollars program participation, and take action on the account in accordance with this Agreement.
11. Mission Completion.
Missions are considered complete when the Ghost files a Mission Debrief and there are no Asset disputes within the dispute window. If the Asset opens a dispute within the dispute window indicated below, a Company administrator will review the Mission Debrief and make a determination on the Mission completeness.
12. Disputes Between Users.
Company may facilitate disputes regarding completion of services, including through functionality within the Platform, as provided in this Agreement. Assets must report disputes regarding completion of services, incomplete Mission Debriefs, and any failure to deliver agreed upon deliverables within the Asset feedback window set forth in Section 9 above after the Mission Debrief is made available. Company assumes no liability for the acts or omissions of Ghosts except as otherwise required by applicable law.
13. Review and Rating Process.
The Platform may allow Assets to submit ratings, reviews, responses, and other feedback regarding completed Missions. Reviews and ratings must be truthful, based on actual experience, related to a real Mission, and must not be false, misleading, retaliatory, defamatory, abusive, discriminatory, fraudulent, extortionate, irrelevant, or otherwise violate this Agreement or applicable law.
Company may moderate, restrict, refuse to publish, remove, edit for formatting or length, hide, or permanently delete any review, rating, response, photograph, or related content in its sole discretion.
Assets and Ghosts may not offer, request, solicit, provide, or accept compensation, discounts, refunds, threats, leverage, or other improper incentives in exchange for a review or rating or for the modification or removal of a review or rating.
Ghosts may request review of a rating or review believed to violate this Agreement by submitting a request through the Platform within one (1) day after the content is posted, together with any supporting information reasonably requested by Company. In such cases, Company may (but is not obligated to) investigate disputed reviews and may maintain, remove, modify, or decline to remove any review or rating in its sole discretion.
Company does not endorse reviews of Ghosts by Assets that may be available via the Platform, and Ghosts makes no commitments that such reviews are accurate or legitimate. Assets are solely responsible for evaluating the suitability of a Ghost for the services they offer to provide.
14. Platform Use.
Subject to all limitations and restrictions contained in this Agreement, Company grants you a limited, revocable, nonexclusive license to use the Platform solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the Platform, reverse engineer or break into the Platform, or use materials, products or services in violation of any law. The use of the Platform is at the discretion of Company and Company may terminate your use of the Platform at any time.
15. Unacceptable Use.
You shall not, and shall not permit anyone else to, directly or indirectly, sell, rent, lease, transfer, license, assign, distribute, translate, reverse engineer, decompile, disassemble, or modify the Platform, duplicate the Platform or portions thereof. Further, you shall not, and shall not permit anyone else to: (i) directly or indirectly exploit the Platform other than as expressly provided herein; (ii) copy any features, functions, look and feel or graphics of the Platform unless permitted herein; or (iii) interfere with the integrity or performance of the Platform. You may not access or use the Platform if you are a competitor of Company or for the principal purpose of monitoring availability, performance or functionality. You may not send unsolicited commercial email to the email addresses provided on the Platform. The posting of email addresses is not to be construed as, and does not constitute, consent to use of them by any seller of services, any compiler of mailing lists, or any other non-authorized use without prior permission from us. In addition, spam, chain emails, advertising solicitations and similar email solicitations are expressly prohibited. Further, you agree not to:
- use or access the Platform for any purpose that is unlawful or prohibited by this Agreement;
- use the artificial intelligence tools built into the Platform for any unlawful tracking, surveillance, stalking or harassment, for any ongoing surveillance or real-time or near real-time identification or persistent tracking of a person using their personal information without valid consent, for the assessment of criminality based solely on profiling of personality traits and characteristics (unless used to support human assessment), to infer any sensitive attributes (like gender, race, nationality, religion or specific age) without including an age range, position of mouth (e.g. smile or frown), and hair color, to infer sensitive information about an individual without explicit consent, or to identify individual identities based on a person’s face, voice, or other physical, physiological, or behavioral characteristics. The artificial intelligence tools built into the Platform shall be used for intake and refinement of Mission Briefs only;
- use or access the Platform in a manner that could damage, disable, overburden, or impair the server hosting the Platform or the networks connected to any server hosting the Platform;
- interfere with any third-party’s use and enjoyment of the Platform;
- attempt to gain unauthorized access to information, accounts, computer systems or networks retained on or connected to any server hosting the Platform through hacking, password mining or any other means;
- post, transmit or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, cancelbots, file or program that is or is potentially harmful or invasive or intended to damage, destroy, disrupt, impair or hijack the operation of a computer’s functionality or the operation of our (or anyone else’s) Platform, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or to monitor the use of, any hardware, software or equipment (each, a “Virus”);
- post content that is obscene, indecent, pornographic, violent, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, objectionable or embarrassing to any other person or entity (as determined by us, in our sole discretion);
- engage in behavior through the Platform that is intended to harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other basis or characteristic recognized by applicable law;
- post content that contains SPAM links to other websites or individuals;
- impersonate another business, person or entity, including Company, its related entities, employees, and agents;
- violate any policy posted on the Platform or on any third-party platform (e.g., social media platforms); or
- use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Platform content, or reproduce or circumvent the navigational structure or presentation of the Platform, without our express prior written consent.
We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third-party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Platform.
16. Discontinuation or Suspension of the Platform or your Account.
We do not guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We may, at any time and without liability, modify, suspend, or discontinue, temporarily or permanently, the Platform (including access to the Platform via any third-party links), with or without notice to you; charge, modify or waive any fees required to use our services; or offer opportunities to some or all users. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, accounts, or other materials at any time and for any reason. We may refuse or restrict anyone from access to the Platform at any time. Nothing in this Agreement will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.
Company may temporarily suspend, place on hold, restrict, or permanently deactivate your account at any time and for any reason, including (without limitation) for suspected fraud, theft, violence, threats, other safety concerns, policy violations, repeated complaints, falsified Mission reports, falsified documents or reports, unlawful conduct, or any conduct that may expose Company or other users to risk or liability, or for no reason, at any time, without notice to you.
Upon suspension or closure of a user account, you may immediately lose access to all account information, messages, booking history, Mission reports, photographs, videos, saved properties, saved banking methods, and any other content associated with the account.
Company shall have no obligation to maintain, store, provide, export, or permit access to any photographs, videos, Mission reports, messages, or other account content following closure of an account and may permanently delete all or part of an account and any associated photographs, videos, Mission reports, messages, and other content at any time following account closure, without further notice. In its sole discretion, Company may also retain, archive, anonymize, or restrict access to any photographs, videos, Mission reports, messages, or other account content for a period determined by Company in its sole discretion and in accordance with applicable law, including (but not limited to) where required for legal, safety, fraud-prevention, tax, insurance, regulatory, dispute-resolution, operational, or recordkeeping purposes.
Closure of an account shall not relieve the user of any obligations or liabilities which arose prior to the closure of the account, including, without limitation, any outstanding obligations related to fees or chargebacks.
17. Ownership.
The Platform and all content included on this Platform is and shall continue to be the property of Company or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Platform is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Platform.
18. Use of Information.
Your submission of information and materials through the Platform is governed by our Privacy Policy. You represent and warrant that any information or materials you provide in connection with the Platform is and will remain accurate and complete, and that you will maintain and update such information and materials as needed. Where required by applicable law, you must always get written permission from all persons named, identified, referred or alluded to, either explicitly or implicitly, in any such information or materials you provide in connection with the Platform and, if required, provide us with such written permission upon our request. This includes getting permission from parents or guardians if the person is under the age of 18. You are solely responsible for all information and materials that you transmit or that relates to any activity you have undertaken using the Platform. We have no control over and are not responsible for any use or misuse (including any distribution) by any third-party of information or materials you submit to the Platform. You agree that we shall have no liability to you for any loss or corruption of any such information or materials, and you hereby waive any right of action against us arising from any such loss or corruption of such information or materials. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.
Company reserves the right, and you authorize us, to use and assign all information regarding Platform uses by you and all information and materials provided by you in any manner consistent with our Privacy Policy.
Company owns and shall continue to own all right, title and interest in and to all aggregate or deidentified data and any statistical information, benchmarking, comparison, and other analytics or analyses created or developed by Company from performance and usage data generated through your use of the Platform. As used in this Agreement, “aggregate” means individual identities have been removed, such that the information is not linked or reasonably linkable to any person or household, including via a device. As used in this Agreement, “de-identified” means the information cannot reasonably be used to reasonably identify, relate to, describe, be capable of being associated with, infer information about, or otherwise be linked, directly or indirectly, to a particular person (individual or entity), device, or computer and for which we will: (i) take reasonable measures to ensure that the information cannot be associated with a person (individual or entity); (ii) commit to maintain and use the information in the de-identified form and not to attempt to re-identify the information, except as may be permitted by applicable privacy laws; and (iii) contractually obligate any recipient of the information to comply with these obligations.
Ghosts must protect Asset information and confidential or non-public Platform information in accordance with this Agreement.
19. Alerts and Notifications.
You may receive notifications, alerts, emails, text messages or other types of messages regarding the Platform in accordance with the terms of our Privacy Policy. We may also periodically send you emails or text messages that directly promote certain services and products. When you receive such promotional emails from us you will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the email or text message you receive.
20. Feedback.
If you provide us any suggestions, ideas, proposals, comments, feedback or other information (“Feedback”), whether related to the Platform or otherwise, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third-party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any Feedback that you may have under any applicable law under any legal theory. You acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place us under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this Section and that your Feedback, and your provision of Feedback through and in connection with the Platform, do not violate any terms or conditions of this Agreement, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third-party.
21. Compliance with Laws.
You may use the Platform only for lawful purposes. The Platform and use of our services is subject to, and you agree that you will at all times comply with all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Platform. This obligation includes your agreement to comply with all applicable laws, regulations, and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefor, as well as authorization from us. You further agree that information provided by you is truthful and accurate to the best of your knowledge. If you provide any information that is untrue, inaccurate, not current, or incomplete, in addition to any other rights we may have under applicable law or this Agreement, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).
22. Non-United States Use & Restrictions.
Our Company is based in the United States and we may use service providers and website hosts throughout the world. However, we do not represent that the Platform is appropriate or available for use in locations outside the Untied States. By visiting the Platform and using any services provided through the Platform, you acknowledge that you are not a national of, or resident within any of the countries that are subject to trade embargo, restriction or other limitation under any laws and regulations or listed on any of the United States government's lists of prohibited and restricted parties.
23. Third-Party Websites.
Any links contained on the Platform are for the use and enjoyment of our visitors. We do not intend such links to be referrals or endorsements of the linked entities, nor do we warrant, endorse, or approve any linked information or entity; and the existence of any particular link is simply intended to imply potential interest to the reader. If, in your interactions with the Platform, you are linked or directed to, or click on, a third-party website, we cannot control what information you may provide to that party or on that website, and we are not responsible for how that party may use or disclose any information you may provide to them. This is not as an endorsement by us of any third-party website, content that may be offered on such third-party website, or of any products or services provided by such third-party. We do not control, nor are we responsible for, such third-party website, product or service offerings. As such, we urge that you exercise caution before providing them with your information and to review the third-party’s policies and procedures.
You should contact the website administrator for such third-party website if you have any complaints, claims, concerns or questions regarding such third-party website or its privacy practices.
24. Indemnification.
To the fullest extent permitted under applicable law, you agree to indemnify, defend and hold Company and our partners, employees, and affiliates, and our respective successors and assigns, harmless from and against any and all claims, demands, causes of actions, debt, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees), to the extent that such action is based on, arises out of, or relates to (a) your violation of this Agreement; (b) your use of (or inability to use) the Platform; (c) any breach of your representations and warranties set forth in this Agreement; (d) your violation of the rights of a third party, including but not limited to intellectual property rights; and (e) any harmful acts or other activities of yours accomplished using our services or the Platform. Notwithstanding the foregoing, we reserve the right, at our option and at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.
25. Disclaimer.
THE INFORMATION ON THE SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE.
26. Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LOSS OF DATA, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO OUR SERVICES, THE SITE, YOUR USE OF OR INABILITY TO USE THE SITE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, CONTENT OR THE SERVICES IS TO CEASE ALL OF YOUR SITE USE.
These limitations of liability shall apply even if a limited remedy fails of its essential purpose. The limitation of liability herein applies to all liabilities in the aggregate, including, without limitation, those resulting from your use or your inability to use the Platform, or from any third party websites, including from any Virus that may be transmitted in connection therewith, or any other matter arising from or relating to the Platform. You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you. In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then Company’s liability arising in connection with the Platform, or under this Agreement whether in contract, tort (including without limitation negligence, strict liability and other actions in contract or tort) or otherwise, shall not exceed, under any circumstances, fifty dollars ($50). THIS PROVISION SHALL HAVE NO EFFECT ON THE CHOICE OF LAW PROVISION SET FORTH BELOW.
27. Termination.
Company may terminate this Agreement or the Platform, or your access to the Platform (including blocking certain IP addresses) at any time, or any portion thereof, with or without notice, for any reason. Upon any such termination or suspension, your right to use the Platform and our services will immediately cease, and we may, without liability to you or any third-party, immediately deactivate or delete all associated materials, without any obligation to provide any further access to such materials. Termination of this Agreement shall not limit Company from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve your obligation to pay all fees that have accrued or are otherwise owed by you under this Agreement. Any provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive the termination or expiration of this Agreement and continue in full force and effect thereafter.
28. Applicable Law and Jurisdiction.
You agree that the laws of the state of Michigan, without regard to conflicts of laws provisions will govern this Agreement and any dispute that may arise between you and Company or its affiliates.
The parties agree and hereby submit to the exclusive jurisdiction and venue of the appropriate state and federal courts located in the state of Michigan, County of Macomb, with respect to such matters.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Platform must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
29. Jury Trial Waiver.
YOU AND COMPANY ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT ONE THAT MAY BE WAIVED. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, YOU AND COMPANY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT.
30. Arbitration.
The parties shall attempt to resolve any disputes through good faith business negotiations. All disputes or claims arising out of or relating to this Agreement (including the validity or breach thereof) shall be settled by arbitration, to be conducted by a single arbitrator in the state of Michigan, County of Macomb, by and in accordance with the then effective commercial rules of the American Arbitration Association or JAMS. The costs of the arbitration and the reasonable attorneys’ fees of the prevailing party shall be included in any award rendered by the arbitrator. Judgment upon the award may be entered in any court having jurisdiction thereof. Neither party shall disclose the existence or result of any arbitration proceeding without the prior written consent of the other party.
31. Notices.
Company may give notice by means of a notification on the Platform or through electronic mail to your e-mail address on file with Company, or by written communication sent by first class mail or pre-paid post to your address on file with Company. You may give notice to Company at any time by e-mailing company at legal@mispy.ai. All notices shall be deemed to have been given five days after emailing or mailing if sent by first class mail. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.
32. Severability.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
33. Waiver.
The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Company must be in writing and signed by an authorized representative of Company.
34. Force Majeure.
Company, Assets, and Ghosts shall not be liable for any delay, interruption, cancellation, failure to perform, or inability to access or use the Platform caused by events beyond such party’s reasonable control, including natural disasters, hurricanes, severe weather, flooding, fires, acts of God, pandemics, public health emergencies, utility failures, internet or telecommunications outages, labor disputes, civil unrest, war, terrorism, governmental actions, transportation disruptions, or other force majeure events. Company may, in its sole discretion, suspend or limit services in affected areas and may cancel, reschedule, or modify Missions due to such events.
35. Relationship of the Parties.
Nothing contained in this Agreement or your use of the Platform shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
Ghosts shall operate as self-employed independent businesses and are compensated as 1099 independent contractors, not W-2 employees. Company does not employ, supervise, or guarantee their services. Ghost services are not exclusive to Company and Ghosts are free to work for, or provide services to, other businesses. Ghosts may accept, reject, or ignore any Mission or assignment offered through the Platform. Company does not guarantee any minimum number of Mission, assignments, hours, or earnings. Ghosts may work for competitors, operate an independent business, and perform services for other companies or individuals. Ghosts control their own schedules and, subject to this Agreement, applicable law, Asset instructions, and Company standards for quality, safety, Platform use, and completion of booked services, control the means and methods used to perform services. Company provides a technology Platform connecting Asset with independent Ghosts and does not direct or control the manner or means by which Ghost perform services.
Ghosts are compensated per completed Mission based on the pricing and fees accepted through the Platform. No hourly wage, salary, minimum compensation, or continuing engagement is guaranteed. Because Ghosts are independent contractors, they are not eligible for workers' compensation, unemployment benefits, health insurance, retirement plans, paid leave, overtime, minimum guaranteed earnings, or any other employee benefit offered by Company. Unless otherwise agreed in writing, Ghosts are responsible for their own business expenses, including vehicle, fuel, smartphone, internet service, equipment, supplies, insurance, licenses, and taxes. Company will not withhold income taxes, Social Security, or Medicare, and each Ghost is solely responsible for all taxes and other obligations arising from their independent business activities. Ghosts are responsible for maintaining any insurance it deems necessary in connection with its business, including any insurance required by law.
To the extent permitted by applicable law, a Ghost shall not intentionally solicit a Asset first introduced to that Ghost through Company for the purpose of bypassing the Platform to provide substantially similar services outside the Platform for twelve (12) months following the Ghost’s most recent Mission for that Asset.
36. Entire Agreement.
This Agreement constitutes the entire agreement between you and Company and governs the terms and conditions of your use of the Platform, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to this Platform. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the website. You agree that this Agreement will not be construed against us by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
37. Contact Information.
For any questions or concerns about this Agreement or our company, please contact us at:
MiSpy.ai, Inc. hq@mispy.ai 877-33-MISPY (877-336-4779)