Terms of Service

Welcome to Spytower.ai. These Terms of Service ("Terms") govern your access to and use of the website https://spytower.ai (the "Site") and any related services, content, tools, marketing campaigns, communications, or offerings provided by Wilsonconsulting.co LLC, doing business as Spytower.ai ("Spytower," "we," "us," or "our") (collectively, the "Services").

By accessing or using the Site or Services, you ("you" or "User") agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Site or Services.

1. Who We Are

Spytower.ai is a local marketing agency that provides marketing services to local business owners and helps connect them with consumers in their communities.

Business Information:
Wilsonconsulting.co LLC (DBA Spytower.ai)
2850 Joyce St.
Golden, CO 80401
Email: support@spytower.ai

2. Eligibility

You must be at least 18 years old and capable of entering into a legally binding agreement to use the Services. By using the Site or Services, you represent and warrant that you meet these requirements.

If you are using the Services on behalf of a business or other entity, you represent that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

3. Services We Provide

Spytower offers marketing services that may include, without limitation:

• Local search and AI search optimization
• Website creation, hosting, and maintenance
• Lead generation and outreach campaigns
• Advertising campaign management on platforms such as Google, Meta/Facebook, and other networks
• Marketing automation, CRM setup, and content delivery
• Booking, scheduling, and follow-up communications
• Other related digital marketing products and services

The specific scope, deliverables, fees, and timelines for any services we provide to a business client will be set forth in a separate agreement, proposal, statement of work, or order form ("Service Agreement"). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement controls with respect to that engagement.

4. Account Registration

Some Services may require you to create an account or provide contact information. You agree to:

• Provide accurate, current, and complete information
• Keep your account credentials confidential
• Promptly update your information if it changes
• Be responsible for all activity that occurs under your account

We reserve the right to suspend or terminate accounts that contain inaccurate or fraudulent information.

5. Acceptable Use

You agree not to use the Site or Services to:

• Violate any applicable law, regulation, or third-party right
• Infringe any intellectual property, privacy, or publicity rights
• Transmit malware, viruses, or other harmful code
• Engage in unauthorized scraping, data mining, or automated access
• Attempt to gain unauthorized access to the Site, our systems, or other users' accounts
• Interfere with or disrupt the Site, Services, or related infrastructure
• Send spam, unsolicited communications, or fraudulent content
• Impersonate any person or entity or misrepresent your affiliation
• Reverse engineer, decompile, or attempt to derive source code from the Services
• Use the Services in any way that is harmful, harassing, defamatory, or unlawful

We reserve the right to investigate and take appropriate action against any User who violates these Terms, including suspending or terminating access without notice.

6. Fees, Payment, and Subscriptions

If you purchase Services from us, the following terms apply:

• Fees. You agree to pay all fees described in your Service Agreement, order form, or other purchasing document.
• Billing. Unless otherwise agreed, fees are billed in advance and are non-refundable.
• Recurring Charges. If you subscribe to a recurring service, your payment method will be automatically charged at the stated interval (e.g., monthly) until you cancel in accordance with the cancellation terms in your Service Agreement.
• Late Payments. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend Services until payment is received.
• Taxes. You are responsible for any applicable taxes other than taxes based on our net income.
• Chargebacks. Initiating a chargeback without first attempting to resolve a billing issue with us may be considered a breach of these Terms.

7. Cancellation and Termination

Either party may terminate a Service Agreement in accordance with its specific terms. In addition:

• We may suspend or terminate your access to the Site or Services at any time, with or without notice, for any reason, including violation of these Terms.
• Upon termination, your right to use the Services will end immediately. Provisions that by their nature should survive termination (including ownership, disclaimers, indemnity, and limitations of liability) will survive.
• Termination does not entitle you to a refund of fees already paid except as expressly stated in your Service Agreement.

8. Marketing Services and Results Disclaimer

Our marketing services involve outcomes that depend on many factors outside our control, including market conditions, competition, the actions of third-party platforms (Google, Meta, etc.), and your own business decisions. Accordingly:

• We do not guarantee specific results, including rankings, traffic, leads, conversions, sales, or revenue.
• Any examples, case studies, projections, or testimonials are illustrative only and do not represent typical results.
• You acknowledge that advertising platforms can change their policies, algorithms, or pricing at any time, and we are not responsible for the consequences of those changes.

9. Client Responsibilities

If you engage Spytower for marketing services, you agree to:

• Provide timely, accurate, and complete information, content, and materials needed to perform the Services.
• Obtain and maintain all necessary rights, licenses, and permissions for any content, trademarks, or assets you provide to us.
• Comply with all applicable laws, including advertising laws, consumer protection laws, telemarketing laws (e.g., TCPA), email marketing laws (e.g., CAN-SPAM), and the policies of any advertising platforms used.
• Be solely responsible for the products, services, claims, offers, and customer relationships of your business.

You agree to indemnify Spytower for any claims arising from your content, products, services, or business practices (see Section 14).

10. Intellectual Property

a. Our Content

The Site and Services, including all text, graphics, logos, software, designs, and underlying technology, are owned by Spytower or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services for their intended purpose. All other rights are reserved.

b. Client Materials

You retain ownership of materials you provide to us ("Client Materials"). You grant Spytower a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display Client Materials solely as necessary to provide the Services.

c. Deliverables

Unless otherwise stated in your Service Agreement, marketing deliverables created specifically for you will be licensed to you upon full payment for use in connection with your business. Spytower retains ownership of any pre-existing tools, templates, frameworks, methodologies, or know-how used to create deliverables.

d. Portfolio and Case Study Use

Unless you opt out in writing, you grant Spytower the right to reference your business name, logo, and a general description of the Services performed in our marketing materials, portfolio, and case studies.

e. Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant Spytower a perpetual, irrevocable, royalty-free license to use that feedback for any purpose.

11. Third-Party Services and Platforms

The Services may rely on, integrate with, or direct you to third-party platforms and providers (such as Google, Meta/Facebook, Calendly, payment processors, hosting providers, CRM tools, and SMS or email platforms). Your use of those services is subject to the third party's own terms and policies. Spytower is not responsible for the availability, performance, content, or practices of any third-party platform.

12. User-Submitted Information and Communications

By submitting information through the Site (such as inquiries, sign-ups, opt-ins, or content for marketing campaigns), you represent that the information is accurate and that you have the right to provide it. You acknowledge that we may share submitted information with relevant local business clients in accordance with our Privacy Policy.

If you opt in to receive communications from us or our business clients, you consent to receive emails, calls, or messages as described in our Privacy Policy. You may opt out at any time using the unsubscribe link, replying STOP to a text message (where applicable), or contacting us at support@spytower.ai.

13. Disclaimers

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, SPYTOWER DOES NOT WARRANT THAT:

• The Site or Services will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Site or any content is free of viruses or other harmful components
• The results obtained from using the Services will meet your expectations or business goals

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

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SPYTOWER, ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, EVEN IF SPYTOWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL SPYTOWER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO SPYTOWER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you.

15. Indemnification

You agree to defend, indemnify, and hold harmless Spytower, its owners, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Site or Services
• Your breach of these Terms
• Your violation of any law or third-party right
• Any content, products, services, or business practices of yours
• Any materials, information, or instructions you provide to us

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense.

16. Governing Law and Dispute Resolution

a. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-laws principles.

b. Venue

Subject to Section 16(c), you agree that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Jefferson County, Colorado, and you consent to the jurisdiction of such courts.

c. Informal Resolution

Before filing any claim, the parties agree to first attempt to resolve the dispute informally by contacting support@spytower.ai. If the dispute is not resolved within thirty (30) days, either party may proceed to formal dispute resolution.

d. Class Action Waiver

To the fullest extent permitted by law, you and Spytower agree that any dispute will be resolved on an individual basis, and not as a plaintiff or class member in any class, collective, or representative action.

17. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date above. If we make material changes, we will provide notice (such as by email or a prominent notice on the Site). Your continued use of the Site or Services after the effective date of the updated Terms constitutes your acceptance of the changes.

18. Miscellaneous

• Entire Agreement. These Terms, together with the Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and Spytower regarding the Site and Services.
• Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver. Our failure to enforce any right or provision will not constitute a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely.
• Force Majeure. Spytower will not be liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, war, terrorism, riots, labor disputes, internet or utility outages, governmental actions, or third-party platform failures.
• Headings. Section headings are for convenience only and do not affect interpretation.
• No Agency. No partnership, joint venture, employment, or agency relationship exists between you and Spytower as a result of these Terms.

19. Contact Us

If you have questions about these Terms, please contact us:

Wilsonconsulting.co LLC (DBA Spytower.ai)
2850 Joyce St.
Golden, CO 80401
Email: support@spytower.ai