Terms of Service and Use
Last Updated: February 15, 2026
Effective Date: February 15, 2026
These Terms of Service and Use (the “Terms”) are a legal agreement between you (“Client,” “Subscriber,” or “you”) and SP4RKL Inc. (“SP4RKL,” “we,” or “us”). By ordering, accessing, or using any SP4RKL products or services, including our websites, client portal, software, AI features, hosted or managed services, professional services, and any white‑labeled or third‑party services we resell or administer (collectively, the “Services”), you agree to be bound by these Terms, any order form, SOW, proposal, service‑specific addendum, or invoice that we issue and you accept (each, an “Order”), and all policies incorporated by reference, including our Privacy Policy and Acceptable Use Policy (collectively, “Policies”). You represent that you are of legal age and have authority to bind the entity or person on whose behalf you accept. These Terms supersede prior terms for the Services unless a signed agreement states otherwise.
In case of conflict, an executed Order or service‑specific addendum prevails, then these Terms, then the Policies.
1. Term; Automatic Renewal; Cancellation
1.1 Term. Each Service begins on the start date in the applicable Order and continues for the initial term stated in the Order (the “Initial Term”). Unless terminated as permitted below, each Service will automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term”). To avoid renewal, either party may give written notice of non‑renewal at least 30 days before the end of the then‑current Term. We will provide clear, conspicuous disclosure of renewal terms, billing cadence, and price prior to purchase and renewal, obtain your express consent before charging, and provide a simple, readily‑usable online cancellation method through the Client Center.
1.2 Cancellation. You may cancel a Service by submitting a cancellation request through the Client Center or other written method we designate. Cancellation is effective at the end of the current billing period unless your Order specifies a longer commitment. If you cancel a committed‑term Service early, Section 10 (Fees; Taxes; No Refunds) applies.
1.3 Government Accounts. Automatic renewal, payment, and termination provisions will be interpreted to comply with applicable procurement rules for U.S. federal, state, or local government entities; where prohibited, renewal will be effective only upon issuance of a valid funded order or modification by a duly authorized official.
2. Accounts; Orders; Service Changes
2.1 Account Registration. You must keep your account, administrative, and billing information complete and up to date and maintain the security of credentials. You are responsible for activity under your account.
2.2 Orders and Service Changes. Orders may be placed via our portal, signed Order, or other written confirmation we accept. You may upgrade or add Services at any time; added Services have their own Terms and renewal cycles. We may modify features, functionality, or availability, or discontinue a Service, on reasonable notice. Material changes will be communicated and, where required, you may terminate the affected Service without penalty effective upon the change.
2.3 Early/Preview Access to Projects. During active design, development, or integration projects, we may withhold administrative access until preview or completion to protect our methods and IP. If you obtain or we grant early access, any changes you make are at your sole risk; resulting rework is out of scope and billable, and if you launch or use the work in production, the project is deemed accepted and the remaining balance becomes due.
3. Acceptable Use; Enforcement
3.1 Acceptable Use. You will comply with the Policies and all applicable laws. Prohibited activities include illegal content or activity, infringement, malware, network abuse, spamming, harassment, and attempts to bypass security.
3.2 Enforcement. We may investigate suspected violations; suspend, limit, or terminate access to protect the Services, our customers, or third parties; remove or disable access to content; and cooperate with law enforcement. We may refuse or discontinue Services at our discretion where permitted by law. Prepaid status does not bar suspension for suspected abuse or security risk. No refunds for suspensions or terminations due to your breach.
3.3 Professional Conduct. You agree to engage respectfully with our personnel and other clients; abusive, harassing, or unethical conduct may lead to suspension or termination without refund.
4. Services; Third‑Party and White‑Labeled Providers
4.1 Third‑Party Services. Some Services rely on or incorporate third‑party platforms or providers (e.g., office productivity suites, cloud infrastructure, AI models, content delivery networks) that we resell, administer, or make available on a white‑labeled basis. Your use is also subject to applicable third‑party terms that we will make available or reference in the Order or portal; those terms are incorporated by reference and control to the extent they grant rights or impose obligations on you. We may replace providers or modify integrations to maintain service quality, security, or legal compliance.
4.2 Flow‑Down and Pass‑Through. Service levels, credits, restrictions, and open‑source or third‑party license terms are provided on a pass‑through basis to the extent we receive them. We are not responsible for third‑party outages, changes, or deprecations beyond our reasonable control; however, we will use commercially reasonable efforts to mitigate material adverse effects on you.
4.3 Government Use of Third‑Party Services. For U.S. Government end users, software and documentation are “Commercial Products” and “Commercial Services,” provided with only those rights customarily granted to the public and subject to these Terms, as allowed by applicable acquisition regulations.
5. Software‑as‑a‑Service (SaaS) License and AI Features
5.1 SaaS License. During the Term, and subject to payment, we grant you a limited, non‑exclusive, non‑transferable license to access and use our hosted software and related documentation solely for your internal business or personal use as applicable, in accordance with these Terms and the Order.
5.2 AI Features. If the Services include AI‑enabled functionality (e.g., content generation, classification, insights), you:
- are responsible for your prompts, inputs, training data you supply, and any use of outputs;
- must not submit unlawful, infringing, sensitive, or regulated data unless the Order expressly authorizes processing of such data and you have a lawful basis;
- acknowledge AI outputs may be inaccurate or incomplete and should be reviewed by you; AI outputs are provided “AS IS” without warranties; and
- will not use AI features to generate or disseminate harmful, deceptive, or rights‑infringing content.
5.3 AI/Content Rights. As between you and SP4RKL, and subject to Section 12 (SP4RKL Materials), you own your inputs and, to the extent permitted by law and third‑party model terms, you receive a license to use outputs for your lawful purposes. You grant SP4RKL a limited license to use your inputs and outputs to provide and secure the Services and to comply with law. We do not use your inputs/outputs to train models for others unless you opt in.
5.4 Usage Limits. We may implement reasonable technical and usage limits (e.g., rate limits, storage, token or compute caps) and suspend or throttle usage that materially degrades the Services or violates the Policies.
6. Security, Privacy, and Accessibility
6.1 Security. We implement administrative, physical, and technical safeguards designed to protect the Services and data we process. You are responsible for securing your accounts, endpoints, and any data you transmit or store with us, including appropriate encryption for sensitive data. You must promptly notify us of any suspected compromise of your accounts or credentials.
6.2 Data Breach Notice. We will notify you without undue delay after confirming a security incident in our systems that materially impacts your data, and will provide information we can reasonably disclose, consistent with law and our security obligations.
6.3 Backups. Unless an Order expressly includes backup services, you are solely responsible for maintaining current backups of your data. We may delete data following termination or as stated in the Order.
6.4 Privacy. Our collection and use of personal data is described in our Privacy Policy. Where required, we will enter into a data protection addendum with you.
6.5 Accessibility. For our customer‑facing web properties and SaaS features that we control, we will use commercially reasonable efforts to align with prevailing industry standards (e.g., WCAG 2.1 AA or successor), subject to technical feasibility and third‑party dependencies.
7. Confidentiality
7.1 Definition. “Confidential Information” means non‑public information disclosed by one party to the other that is designated confidential or would reasonably be understood to be confidential under the circumstances.
7.2 Obligations. Each party will use the other party’s Confidential Information only to perform or receive the Services and will protect it using at least the same degree of care that it uses for its own information of like importance, but no less than reasonable care. Disclosures to employees, contractors, or advisors must be under obligations of confidentiality.
7.3 Exclusions and Required Disclosure. Confidentiality obligations do not apply to information that is public through no fault of the recipient, was independently developed without use of Confidential Information, or was lawfully obtained from a third party without duty of confidentiality. If legally required to disclose, the recipient will (to the extent lawful) provide prompt notice and cooperate to seek protective treatment. Upon request or termination, each party will return or destroy the other’s Confidential Information, subject to rights to retain minimal archival copies as required by law.
8. Intellectual Property; Client Content; Feedback
8.1 Client Content. You grant SP4RKL a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, display, and otherwise use content, data, software, and materials you provide (“Client Content”) solely to deliver, maintain, secure, and improve the Services and as otherwise permitted by these Terms. You represent that you have all necessary rights to grant this license and that your Client Content and use of the Services will not infringe third‑party rights or violate law. You authorize caching and temporary storage necessary to provide the Services.
8.2 SP4RKL Materials and Work Product. All software, tools, templates, methodologies, designs, processes, know‑how, and other materials we provide or develop (including any modifications, enhancements, or derivative works) are owned by SP4RKL or its licensors (“SP4RKL Materials”). Unless expressly stated in an Order, any deliverables created in performing Services are SP4RKL Materials licensed to you for your internal use as intended by the applicable Service, conditioned on full payment. You will not reverse engineer, decompile, or attempt to derive source code except where permitted by applicable law notwithstanding this restriction.
8.3 Feedback. You grant SP4RKL a perpetual, irrevocable, worldwide, royalty‑free license to use ideas, suggestions, or feedback you provide to improve the Services, without obligation.
9. Support; Maintenance; Project Management
9.1 Support and Required Maintenance. For website design/hosting and managed services, you must maintain an active maintenance or support plan with SP4RKL (or an approved alternative) to ensure updates and security. We may suspend or terminate unmaintained Services that pose risk to clients or our infrastructure. Additional protective measures may be implemented and billed where necessary to preserve service integrity.
9.2 Inactive Projects. If you fail to provide required input or become unresponsive on an active project for 30 days or more, we may pause work and assess a reasonable reactivation fee before resuming.
9.3 Refocus Clause. With our consent, you may reallocate prepaid hours to other SP4RKL services. If reallocation leaves the original scope incomplete, additional time/fees to finish will be invoiced. We will document reallocations and issue updated invoices reflecting changes. Abuse of this flexibility is not permitted.
10. Fees; Taxes; Billing; No Refunds
10.1 Fees and Taxes. You will pay all fees for the Services as stated in the Order or your plan. Unless stated otherwise, fees are billed in advance of each billing cycle and are exclusive of taxes, duties, and similar charges, which you are responsible for.
10.2 Payment Methods; Auto‑Billing. By providing a payment method, you authorize us and our payment processors to charge it for all amounts due (including recurring and renewal charges) until you cancel in accordance with these Terms. You must keep a valid payment method and billing information current. If a charge fails, we may retry and you must promptly resolve the issue to avoid suspension.
10.3 Invoices; Late Fees. Unless otherwise stated, invoices are due upon receipt. Past‑due amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable costs of collection (including reasonable attorneys’ fees). We may suspend or terminate Services for non‑payment after notice and an opportunity to cure consistent with Section 14.
10.4 Billing Disputes. You must submit any good‑faith billing dispute with supporting detail within 60 days of the invoice or charge date; undisputed amounts remain payable. We will investigate timely disputes and credit or refund amounts incorrectly billed. Frivolous or bad‑faith disputes may result in suspension.
10.5 Chargebacks. You agree not to initiate chargebacks for valid charges. If you file a chargeback contrary to these Terms, we may suspend Services during investigation and you remain responsible for the underlying amount and any third‑party chargeback fees we incur. We will not impose punitive liquidated damages; however, you agree to reimburse our actual, reasonable losses and costs caused by an improper chargeback.
10.6 No Refunds. Except where an Order or applicable law expressly provides otherwise, all fees (including setup, prepaid, recurring, and usage‑based charges) are non‑refundable, regardless of usage. If we terminate a Service for our convenience, we will refund prepaid, unused fees on a pro‑rata basis.
10.7 Government Accounts. Payment, funding, and invoicing for U.S. Government clients will comply with applicable fiscal and procurement laws; to the extent required, these Terms yield to mandatory government terms.
11. Warranties; Disclaimers
11.1 Mutual Warranty. Each party represents that it has the authority to enter into these Terms and will comply with applicable law in performing its obligations.
11.2 Service Disclaimer. To the maximum extent permitted by law, the Services (including any AI features, outputs, and third‑party offerings) are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, and non‑infringement. We do not warrant uninterrupted or error‑free operation or that content will be secure or free of malware; you are responsible for maintaining appropriate defenses.
12. Limitation of Liability
12.1 Exclusion of Certain Damages. To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, business, goodwill, or data, even if advised of the possibility.
12.2 Liability Cap. Except for Excluded Claims, each party’s total aggregate liability arising out of or related to the Services will not exceed the amounts paid or payable by you to SP4RKL for the Services giving rise to the claim in the 12 months immediately preceding the event first giving rise to liability. If you paid $0 for a Service, SP4RKL’s total liability for that Service will not exceed $100.
12.3 Excluded Claims. The limitations above do not apply to: (a) your payment obligations; (b) your breach of the Policies or license restrictions; (c) either party’s willful misconduct; (d) your indemnification obligations under Section 13; or (e) liability that cannot be limited under applicable law.
13. Indemnification
You will indemnify, defend, and hold harmless SP4RKL, its affiliates, and their officers, directors, employees, and agents from and against any third‑party claim, demand, loss, damage, or expense (including reasonable attorneys’ fees) arising out of or related to: (a) your Client Content or your use of the Services, including alleged infringement or violation of law; (b) your breach of these Terms or the Policies; or (c) your negligent or willful acts or omissions. We may assume the exclusive defense of any matter at your expense, and you will cooperate fully; you will not settle without our prior written consent.
14. Suspension; Termination; Effect
14.1 Suspension. We may suspend a Service immediately if: (a) you fail to pay undisputed amounts when due and do not cure within 5 days of notice; (b) we reasonably believe your use presents a security risk, violates law, infringes rights, or breaches the Policies; or (c) required by a court or government authority. We will reinstate promptly after the cause is remedied.
14.2 Termination for Convenience by SP4RKL. We may terminate a Service for convenience on at least 5 days’ written notice, in which case we will refund prepaid, unused fees pro‑rata as your exclusive remedy.
14.3 Termination for Cause. Either party may terminate for material breach not cured within 30 days after written notice (5 days for non‑payment).
14.4 Early Termination by You. If you terminate a committed‑term Service early other than for our uncured material breach, you will pay the unpaid balance of fees due for the remaining Term as an early termination charge representing a reasonable estimate of our damages and not a penalty.
14.5 Effect of Termination. Upon termination, your access to the applicable Service ends. You are responsible for exporting your data prior to termination; we have no obligation to retain data after termination unless required by law or an applicable data protection addendum. Outstanding payment obligations survive.
15. Service Interruptions; Force Majeure
Service interruptions may occur. We are not liable for delays or failures caused by events beyond our reasonable control, including natural disasters; acts of government; war, terrorism, civil unrest; labor issues; utility or network failures; or failures of third‑party services. We will use commercially reasonable efforts to mitigate and resume performance; time for performance is extended accordingly.
16. Publicity; Trademark Use
You grant SP4RKL a limited right to use your name and logo to provide the Services and to identify you as a customer in lists of clients or our portfolio, unless you opt out in writing. All goodwill accrues to you; we will cease such use upon request or termination, subject to reasonable archival and portfolio references.
17. Compliance; Export; Sanctions
You will comply with all applicable laws, including anti‑corruption, import/export, and sanctions laws. You represent that you are not located in, under the control of, or a national or resident of any country or on any list prohibited by applicable sanctions laws. You will not export, re‑export, or transfer the Services or related technology contrary to law.
18. Dispute Resolution; Arbitration; Class Action Waiver
18.1 Informal Resolution. Before filing a claim, the parties will attempt to resolve disputes through good‑faith negotiations for 30 days.
18.2 Arbitration Agreement. Except for claims that may be brought in small‑claims court or for injunctive relief to protect IP or confidentiality, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration on an individual basis, administered by a reputable arbitration provider under its commercial rules. The seat of arbitration will be Sheridan, Wyoming, and the language will be English. The arbitrator may award any relief that a court could, on an individual basis. Judgment on the award may be entered in any court of competent jurisdiction. You and SP4RKL waive any right to trial by jury.
18.3 Class Action Waiver. You and SP4RKL agree that claims will be brought solely in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.
18.4 30‑Day Opt‑Out. You may opt out of this arbitration agreement by sending written notice to [email protected]within 30 days after you first accept these Terms. Your opt‑out will not affect other provisions.
18.5 Fees and Venue. The prevailing party in any arbitration or permitted court action is entitled to reasonable attorneys’ fees and costs. If a court finds the arbitration/class waiver unenforceable as to a particular claim, that claim shall proceed exclusively in the state or federal courts located in Wyoming, and the remainder shall be arbitrated.
19. Government Customers
For U.S. Government end users, the Services and related documentation are provided as commercial products and services. Rights are limited to those set forth in these Terms to the maximum extent permitted by applicable acquisition regulations. Indemnification, governing law, venue, limitation of liability, automatic renewal, and arbitration provisions will apply only to the extent not prohibited by law; if and to the extent prohibited, such terms are deemed modified to conform to mandatory requirements, and the remainder remains in effect.
20. Changes to Terms and Services; Addenda
We may update these Terms or issue service‑specific addenda from time to time to reflect legal, security, or business needs. Material changes will be effective upon posting with a “Last Updated” date and, where required, with notice via email or the Client Center. Your continued use after the effective date constitutes acceptance. If you do not agree to a material change, you may terminate the affected Service within 10 days of notice and, as your exclusive remedy, receive a pro‑rata refund of prepaid, unused fees for the terminated Service.
21. Miscellaneous
21.1 Eligibility. You must be of legal age to contract in your jurisdiction to accept these Terms. If you are under the age of majority, your parent or legal guardian must accept on your behalf. Accounts for children under 13 are not permitted.
21.2 Assignment. You may not assign these Terms without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
21.3 Notices. Notices must be in writing and are deemed given when sent by email to your account email or to [email protected], posted in the Client Center, or delivered by reputable courier to our posted address.
21.4 Relationship of the Parties. The parties are independent contractors; no agency, partnership, or joint venture is created.
21.5 Severability; No Waiver. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. No failure or delay in enforcing any right operates as a waiver.
21.6 Entire Agreement. These Terms, the Orders, and Policies are the complete and exclusive agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on the subject. Headings are for convenience only.
21.7 Survival. Sections that by their nature should survive (including payment obligations, license restrictions, confidentiality, IP, warranty disclaimers, limitations of liability, indemnities, dispute resolution, and surviving miscellaneous terms) will survive termination.
21.8 Interpretation. These Terms will be interpreted according to their plain meaning and not strictly for or against either party as drafter.
21.9 Governing Law; Venue. Except to the extent U.S. federal law governs, these Terms are governed by the laws of the State of Wyoming, excluding its conflicts‑of‑law rules. Subject to Section 18, the exclusive venue for any permitted court action is in the state or federal courts located in Wyoming, and the parties consent to personal jurisdiction there.
21.10 Electronic Acceptance and Signatures. You agree that electronic signatures and other forms of electronic acceptance (including click‑through) have the same force and effect as handwritten signatures.
