Please read these terms carefully. Section 15 (Dispute Resolution) requires you to resolve disputes with PineSpark Inc. through binding individual arbitration, except for claims in small claims court and requests for an injunction that Section 15.3 (Exceptions) allows. By accepting these terms, you waive your right to a jury trial and to participate in a class action.
If you signed a separate Order Form with PineSpark Inc. to use PineSpark with the same account, such as for an Enterprise plan, and that Order Form has not ended, the terms below do not apply to you. Your signed Order Form applies to your use of the Product instead.
This Agreement is between PineSpark Inc., a Delaware corporation, and the company or person accessing or using the Cloud Service. This Agreement consists of Part 1 (Cover Page), which contains the Order Form and the Key Terms, and Part 2 (Standard Terms).
PineSpark is available only to businesses, including sole proprietors, freelancers, and startups, for business use. It is not available for personal, family, or household use. By accepting this Agreement, you confirm that you are at least 18 years old, are located in the United States, and will use PineSpark for business purposes.
If you are accessing or using the Cloud Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up for, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.
Part 1: Cover Page
Order Form
Framework Terms: This Order Form incorporates and is governed by the Framework Terms, which consist of the Key Terms below and the Standard Terms in Part 2. Any modifications to the Standard Terms made in a Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.
Cloud Service: PineSpark, a platform for finding, running, and creating AI Agents that automate work. It includes the PineSpark Agent Store, the PineSpark app, and related websites and services made available by Provider.
Order Date: The Effective Date.
Plans: Customer may use the Cloud Service on a free or paid plan. Provider's pricing page or the Product describes each plan's features and usage limits. Those descriptions establish the Fees and usage limits for each plan, but do not modify the Standard Terms or create any warranty. Provider may change the described features as permitted by Section 1.6 (Changes to the Product).
Subscription Period: For a paid plan, one month or one year, as Customer selects when subscribing or later changing its plan. If Customer changes the length of its Subscription Period, a new Subscription Period of the selected length begins on the date shown in the Product before Customer confirms the change. For a free plan, the Subscription Period continues until Customer or Provider ends the free plan.
Cloud Service Fees: There are no Fees for a free plan. For a paid plan, Customer will pay the Fees shown on Provider's pricing page for the selected plan and Subscription Period, plus any usage-based Fees described there for that plan. Provider may change the Fees by giving Customer at least 30 days' notice, including by email or by a notification within the Product, and the change will apply from the first Subscription Period that starts at least 30 days after Provider gives the notice. Provider may change, limit, or end the free plan at any time.
Payment Process: Customer authorizes Provider to charge Customer's payment method on file at the start of each Subscription Period through Provider's payment processor, Stripe, for immediate payment without further approval. If a charge fails, Customer also authorizes Provider to retry it and to charge any other payment method Customer adds to its account until the overdue Fees are paid. Usage-based Fees are charged in arrears at the end of each calendar month and each Subscription Period. If Customer changes to a different paid plan or Subscription Period before the current Subscription Period ends, Customer also authorizes Provider to charge the payment method on file in the amount and at the time shown in the Product before Customer confirms the change.
Automatic Renewal: A paid plan renews automatically for another Subscription Period of the same length at the end of each Subscription Period, unless Customer cancels it or the Agreement ends. Each renewal is charged at the Fees then in effect, which will be higher if Provider has given notice of a price increase under Cloud Service Fees. Customer may cancel at any time in the account settings of the Product, but must do so before the current Subscription Period ends to stop the next renewal. Cancellation takes effect at the end of the current Subscription Period, and Customer's account then moves to the free plan. Customer retains access to the paid plan until then unless Provider suspends or ends that access earlier under Section 2.2 (Suspension), Section 5.3 (Termination), or Section 12.13 (Export Controls). Except as provided in Section 4.1 (Fees), Fees already paid are not refunded.
Non-Renewal Notice Date: The end of the current Subscription Period. Customer gives notice of non-renewal by canceling its plan in the account settings of the Product at any time before then.
Use Limitations: Customer may use the Cloud Service only within the usage limits of its plan and only in the United States.
Technical Support: None is included. Provider may offer support at its discretion.
SLA: None. Provider does not commit to any level of availability.
Key Terms
Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.
Provider: PineSpark Inc., a Delaware corporation.
Effective Date: The date Customer first accepts this Agreement.
Governing Law: The laws of the State of Delaware. The Federal Arbitration Act governs Section 15 (Dispute Resolution).
Chosen Courts: The state and federal courts located in San Francisco, California.
Customer Covered Claims: Any action, proceeding, or claim (1) that the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party's intellectual property or other proprietary rights; (2) arising from or relating to Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer) or Section 14.4 (AI Restrictions); (3) arising from or relating to an Agent's action or failure to act for Customer, or any Output used by Customer or its Users; or (4) arising from or relating to Customer's use of a Connected Service. Clauses (3) and (4) apply even if the action, proceeding, or claim results in whole or in part from Provider's negligence or a defect in the Product or any Agent.
General Cap Amount: The greater of $100 or the Fees paid by Customer to Provider in the 12-month period immediately before the event giving rise to the first claim.
Notice Address: For Provider: legal@pinespark.com. For Customer: the main email address for Customer's account.
Part 2: Standard Terms
1. Service
1.1 Access and Use. During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service, including by running Agents made available through the Product and copying and adapting them within the Product; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, the Customer's Affiliate creates a separate agreement between Provider and that Affiliate, where Provider's responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates' agreement.
1.2 Support. During the Subscription Period, Provider will provide Technical Support as described in the Order Form.
1.3 User Accounts. Customer is responsible for all actions on Users' accounts, including every action taken by an Agent run from those accounts, and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
1.4 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Subject to Section 14.5 (No Model Training), Provider may use all Feedback freely without any other restriction or obligation. In addition, Provider may collect and analyze Usage Data, and, subject to Section 14.5 (No Model Training), Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without any other restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users, except that Provider may disclose Usage Data to its service providers, including its payment processor, as needed to provide the Product and charge Fees. Provider may also disclose Usage Data to the extent required by Applicable Laws or as Section 10.4 (Permitted Disclosures) allows.
1.5 Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings, to investigate a suspected breach of this Agreement, and to comply with Applicable Laws, and as Section 14 (AI Services and Agents) allows. Customer is responsible for the accuracy and content of Customer Content.
1.6 Changes to the Product. Provider may add, change, or remove Product features at any time, including Agents, supported Connected Services, and the AI Services and Models used by the Product. For paid plans, this right is limited by Section 6.3 (Representations & Warranties from Provider).
2. Restrictions & Obligations
2.1 Restrictions on Customer.
a. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights; (xi) use the Product or any Agent to send spam or other unsolicited bulk messages, or to violate the terms of a Connected Service; or (xii) access or use the Product from outside the United States.
b. Use of the Product must comply with all Documentation and Use Limitations.
2.2 Suspension. If (a) a payment by Customer fails or Customer's account has a past-due balance; (b) Customer breaches Section 2.1 (Restrictions on Customer) or Section 14.4 (AI Restrictions); (c) Customer uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others; or (d) suspension is needed to protect the Product, Provider, other customers, or any third party, or to comply with Applicable Laws, then Provider may suspend Customer's access to the Product or to any Agent with or without notice. However, Provider will try to inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access to the Product only if Customer resolves the underlying issue. Fees continue to accrue during a suspension under clause (a), (b), or (c).
3. Privacy & Security
3.1 Personal Data. The Privacy Policy describes how Provider handles Personal Data. Customer will not submit Personal Data governed by GDPR to the Product. Customer is responsible for providing all notices and obtaining all consents and rights required by Applicable Data Protection Laws for any Personal Data Customer submits to the Product or an Agent processes for Customer.
3.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms. Payment details Customer gives to Provider's payment processor are not submitted to the Product. If Prohibited Data reaches the Product, whether an Agent receives it from a Connected Service or Customer submits it in breach of this section, Customer is solely responsible for that data. Provider has no obligations regarding it beyond those imposed by Applicable Laws.
4. Payment & Taxes
4.1 Fees. Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.
4.2 Invoicing. For a Payment Process with invoicing, Provider will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.
4.3 Automatic Payment. For a Payment Process with automatic payment, Provider will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. In this case, Provider will make a copy of Customer's bills or transaction history available to Customer.
4.4 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, whether or not Provider itemizes them in an invoice. However, Customer is not responsible for Provider's income taxes.
4.5 Payment. Customer will pay Provider Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.
4.6 Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws. Customer will follow this process before disputing a charge with its card issuer or bank.
5. Term & Termination
5.1 Order Form and Agreement. For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.
5.2 Framework Terms. These Framework Terms will start on the Effective Date and continue for the longer of one year or until all Order Forms governed by the Framework Terms have ended.
5.3 Termination.
a. Either party may terminate the Framework Terms or an Order Form immediately: (i) if the other party fails to cure a material breach of the Framework Terms or an Order Form following 30 days' notice; or (ii) upon notice if the other party (A) materially breaches the Framework Terms or an Order Form in a manner that cannot be cured; (B) dissolves or stops conducting business without a successor; (C) makes an assignment for the benefit of creditors; or (D) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
b. Customer may also end the Agreement at any time by canceling its plan and deleting its account.
c. Provider may also terminate the Framework Terms or any Order Form for any reason by giving notice. If Provider does so for a reason other than Customer's breach of the Agreement, Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period.
5.4 Force Majeure. Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.
5.5 Effect of Termination. When a paid plan ends and Customer's account stays open, Customer's account moves to the free plan, and Sections 5.5(a) through 5.5(c) apply only when Customer's account closes. Termination of the Framework Terms will automatically terminate all Order Forms governed by the Framework Terms. Upon any expiration or termination:
a. Customer will no longer have any right to use the Product.
b. Provider may delete Customer Content. After Customer deletes its account, Provider will delete or anonymize Customer Content, including backup copies, within 30 days, except for records Provider is required to keep under Applicable Laws.
c. Each Recipient will return or destroy Discloser's Confidential Information in its possession or control, except that Section 5.5(b) governs Customer Content.
d. Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).
5.6 Survival.
a. The following sections will survive expiration or termination of the Agreement: Section 1.3 (User Accounts), Section 1.4 (Feedback and Usage Data), Section 1.5 (Customer Content), Section 2.1 (Restrictions on Customer), Section 3 (Privacy & Security), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 13 (Definitions), Sections 14.2 (Agents) through 14.11 (Similarity of Output), Section 15 (Dispute Resolution), and the portions of a Cover Page referenced by these sections.
b. Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information. However, Provider will delete or anonymize Customer Content as Section 5.5(b) requires.
6. Representations & Warranties
6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) if it is an entity, it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.
6.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement. Customer also represents and warrants that (a) it uses the Product for business purposes and not for personal, family, or household purposes; (b) the person accepting this Agreement and every User are at least 18 years old; (c) Customer is located in the United States; and (d) Customer has and will continue to have all rights and permissions necessary to connect each Connected Service to the Product and authorize every action taken by its Agents.
6.3 From Provider. For a paid plan, Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.
6.4 Provider Warranty Remedy. If Provider breaches the warranty in Section 6.3 (Representations & Warranties from Provider), Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider's restoration obligation, and Customer's termination right, are Customer's only remedies if Provider does not meet the warranty in Section 6.3 (Representations & Warranties from Provider).
7. Disclaimer of Warranties
7.1 Provider makes no guarantees that the Product, any Agent, or any Output will always be safe, secure, accurate, or error-free, or that they will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider, including Connected Services and services from providers of Models. Except for the warranties in Section 6 (Representations & Warranties), the Product, every Agent, and all Output are provided on an "as is" and "as available" basis, and Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
8. Limitation of Liability
8.1 Liability Cap. Provider's total cumulative liability for all claims arising out of or relating to this Agreement or the Product will not be more than the General Cap Amount.
8.2 Damages Waiver. Under no circumstances will Provider be liable to Customer for lost profits or revenues (whether direct or indirect), loss of data or goodwill, business interruption, or the cost of substitute services, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement or the Product, even if Provider is informed of the possibility of this type of damage in advance.
8.3 No Liability for Agents. Provider, its Affiliates, and their officers, directors, and employees are not liable for any action that an Agent takes or fails to take, for any Output, or for any loss of or damage to data in a Connected Service or in the Product, even where the action, Output, loss, or damage results in whole or in part from the negligence of any of them or from a defect in the Product or in any Agent.
8.4 Applicability. The limitations and waivers contained in Sections 8.1 (Liability Cap), 8.2 (Damages Waiver), and 8.3 (No Liability for Agents) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
8.5 Exceptions. Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.
9. Indemnification
9.1 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider, its Affiliates, and their officers, directors, and employees from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Customer Covered Claims. Provider has no obligation to indemnify or defend Customer.
9.2 Procedure. Provider will notify Customer of each Covered Claim for which it seeks protection, but a delay in notice reduces Customer's obligations only to the extent that the delay materially prejudices Customer. Customer will defend each Covered Claim at its own expense with counsel reasonably acceptable to Provider. Provider may take control of the defense of any Covered Claim at any time, at Customer's expense, and Customer will reasonably cooperate with that defense. Customer may not settle a Covered Claim without Provider's prior written consent.
9.3 Changes to Product. If a third party claims that the Product infringes its rights, or if required by settlement or court order, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a prorated refund of prepaid Fees for the remainder of the Subscription Period.
9.4 Exclusions. Customer's obligations as an Indemnifying Party will not apply to a Customer Covered Claim to the extent it results from Provider's intentional use of Customer Content that this Agreement does not permit. For purposes of this section, an Agent's action or failure to act, Output, and any error or defect in the Product or an Agent do not constitute use of Customer Content by Provider.
9.5 Remedies. This Section 9 (Indemnification) does not limit any other right or remedy that Provider has under this Agreement or Applicable Laws.
10. Confidentiality
10.1 Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. In addition, Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.
10.3 Required Disclosures. Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.
10.4 Permitted Disclosures. Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality) and Recipient remains responsible for everyone's compliance with the terms of this Section 10 (Confidentiality). Provider may also disclose Customer's Confidential Information to its service providers, including providers of hosting services, payment processing services, and Models, as needed to provide the Product, provided each is bound by confidentiality or data protection obligations that apply to that information. Customer also consents to Provider disclosing Customer's Confidential Information, Customer Content, and Usage Data to law enforcement or another government authority without advance notice if Provider believes in good faith that disclosure is needed to report use of the Product that violates Applicable Laws or to prevent death or serious physical injury to any person.
11. Reservation of Rights
11.1 Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content) and Section 14 (AI Services and Agents), Customer retains all right, title, and interest in and to the Customer Content.
12. General Terms
12.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say. In accepting this Agreement, Customer has not relied on any statement, description, or promise about the Product or any Agent that is not contained in this Agreement, including statements on Provider's websites, in the Agent Store, or in Provider's marketing.
12.2 Modifications, Severability, and Waiver. Provider may change this Agreement by posting a new version at pinespark.com/terms that states the date it takes effect, and by notifying Customer by email or within the Product at least 30 days before the change takes effect. A Customer that first accepts this Agreement after a new version is posted is bound by the new version from the time of that acceptance. A change that Applicable Laws require, or that only concerns a new feature, may take effect sooner. Customer accepts a change by continuing to use the Product after the change takes effect. If Customer does not agree to a change, Customer may cancel its plan before the change takes effect, and the version of this Agreement in effect before the change will then continue to apply to Customer until the cancellation takes effect. A change does not apply to a dispute that arose before the change took effect. Any other waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
12.3 Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding about this Agreement that Section 15 (Dispute Resolution) allows to be brought in court, other than a small claims action under Section 15.3(a), will be brought in the Chosen Courts, and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts. However, judgment on an arbitration award may be entered in any court of competent jurisdiction.
12.4 Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts) and Section 15 (Dispute Resolution), a breach of Section 10 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
12.5 Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
12.6 Assignment. Customer may not assign any rights or obligations under this Agreement without the prior written consent of Provider. However, Customer may assign this Agreement upon notice if Customer undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Provider may assign this Agreement at any time upon notice. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
12.7 Beta Products. If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 6.3 (Representations & Warranties from Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.
12.8 Logo Rights. Provider may identify Customer and use Customer's business name and logo in marketing to identify Customer as a user of Provider's products and services. Within 30 days after Customer deletes its account, Provider will stop using Customer's business name and logo in new marketing materials.
12.9 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Provider may also give Customer notice through a notification within the Product. Notices will be deemed given (a) when sent, if Provider sends them by email to Customer's Notice Address or posts them as a notification within the Product; (b) upon confirmed delivery if Customer sends them by email to Provider's Notice Address, or if either party sends them by registered or certified mail or personal delivery; or (c) two days after mailing if by overnight commercial delivery.
12.10 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
12.11 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement, except that Provider's Affiliates and their officers, directors, and employees may enforce Section 8.3 (No Liability for Agents) and Section 9.1 (Protection by Customer).
12.12 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.
12.13 Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC's Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider's sole discretion, with applicable export controls and sanctions laws and regulations.
12.14 Government Rights. The Cloud Service and Software are deemed "commercial products", "commercial services", or "commercial computer software" according to FAR section 12.212 and DFARS section 227.7202, and the Documentation is "commercial computer software documentation" according to DFARS section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
12.15 Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
12.16 Titles and Interpretation. Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
12.17 Electronic Acceptance. Customer accepts this Agreement electronically, and electronic acceptance has the same effect as a signature. This Agreement may also be signed in counterparts, including by electronic copies. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.
13. Definitions
13.1 Defining Variables. Variables have the meanings or descriptions given in Part 1 (Cover Page) or in a separate Order Form signed by Provider and Customer. However, if the Order Form and the governing Framework Terms omit or do not define a Variable, the default meaning will be "none" or "not applicable" and the correlating clause, sentence, or section does not apply to that Agreement.
13.2 "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
13.3 "Agent" means a set of instructions and steps in the Product that performs tasks for Customer, including actions in Connected Services, whether or not every step uses AI Services. The term includes every Agent that Customer creates, adapts, or selects in the Product.
13.4 "Agreement" means the Order Form between Provider and Customer as governed by the Framework Terms.
13.5 "AI Services" means the artificial intelligence or machine learning components of the Product, including the AI System and underlying Model(s).
13.6 "AI System" means the artificial intelligence or machine learning application, program, and services layers of the AI Services, excluding the underlying Models.
13.7 "Applicable Data Protection Laws" means the Applicable Laws that govern how the Cloud Service may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.
13.8 "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
13.9 "Beta Product" means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
13.10 "Cloud Service" means the product described in the Order Form.
13.11 "Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence and terms of any Cover Page that is signed separately, such as an Order Form for an Enterprise plan. Customer's Confidential Information includes non-public Customer Content and Provider's Confidential Information includes non-public information about the Product.
13.12 "Connected Service" means a third-party product or service, such as an email, chat, accounting, or CRM service, that Customer connects to the Product for access by its Agents.
13.13 "Cover Page" means Part 1 of these Terms of Service or a separate document that is signed or electronically accepted by Provider and Customer, incorporates these Standard Terms or is governed by the Framework Terms, and identifies Provider and Customer. A Cover Page may include an Order Form, Key Terms, or both.
13.14 "Covered Claim" means a Customer Covered Claim.
13.15 "Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Product, including Input, Output, the Agents that Customer creates, the changes that Customer makes to an Agent it adapts, and data that an Agent receives from a Connected Service, but excludes Feedback and the Agents and other materials that Provider or a third party makes available in the Product.
13.16 "Discloser" means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
13.17 "Documentation" means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
13.18 "Embargoed Country" means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
13.19 "Feedback" means suggestions, feedback, or comments about the Product or related offerings.
13.20 "Fees" means the applicable amounts described in an Order Form.
13.21 "Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
13.22 "Framework Terms" means these Standard Terms, the Key Terms between Provider and Customer, and any policies and documents referenced in or attached to the Key Terms.
13.23 "GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom's European Union (Withdrawal) Act of 2018 in the United Kingdom.
13.24 "High Risk Activity" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
13.25 "Indemnifying Party" means a party to this Agreement when the party is providing protection for a particular Covered Claim.
13.26 "Input" means the data, information, prompts, or materials submitted by or on behalf of Customer or Users to the AI Services, including the instructions of an Agent and the data an Agent receives from a Connected Service, but excludes Feedback.
13.27 "Key Terms" means a Cover Page that includes the key legal details and Variables for this Agreement. The Key Terms may include details about Covered Claims, set the Governing Law, or contain other details about this Agreement.
13.28 "Model" means a large language, machine learning, or artificial intelligence model.
13.29 "OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.
13.30 "Order Form" means a Cover Page that includes the key business details and Variables for this Agreement that are not defined in the Framework Terms. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Cloud Service, length of Subscription Period, or other details about the Product.
13.31 "Output" means the data, information, or materials created by the AI Services in response to Input, including the actions that an Agent takes.
13.32 "Personal Data" will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
13.33 "Privacy Policy" means Provider's privacy policy posted at pinespark.com/privacy.
13.34 "Product" means the Cloud Service, Software, and Documentation.
13.35 "Prohibited Data" means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
13.36 "Recipient" means a party to this Agreement when the party receives Confidential Information from the other party.
13.37 "Software" means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
13.38 "Standard Terms" means Part 2 of these Terms of Service.
13.39 "Train" or "Training" means the use of data, information, or materials to create or improve a Model.
13.40 "Usage Data" means data and information about the provision, use, and performance of the Product and related offerings based on Customer's or User's use of the Product.
13.41 "User" means any individual who uses the Product on Customer's behalf or through Customer's account.
13.42 "Variable" means a capitalized word or phrase that a Cover Page defines, such as Subscription Period or Governing Law.
14. AI Services and Agents
14.1 Using AI Services. The AI Services are part of the Product and subject to the Agreement. Customer may use AI Services by providing Input, including by running Agents. The AI Services may generate Output in response to Input. Provider may copy, display, modify, distribute, and use Input to the extent necessary to provide the AI Services as contemplated by this Agreement, including by sending Input to the third-party providers of the Models that the AI Services use. Customer authorizes Provider to process Input for all such purposes.
14.2 Agents.
a. Each Agent acts on Customer's behalf and at Customer's direction. By running an Agent or setting it to run on a schedule or in response to an event, Customer authorizes every action it takes, including reading, sending, creating, changing, and deleting data and messages in Connected Services.
b. Customer is solely responsible for choosing, configuring, and running its Agents, for reviewing their actions and Output, and for every consequence of their actions.
c. Agents may misunderstand instructions, act unexpectedly or incorrectly, or fail to act. Customer should review an Agent's work and use the approvals and limits available in the Product before relying on it.
d. Agents that Provider or anyone else makes available in the Product, including in the Agent Store, are starting points that Customer chooses to run and adapt. They are provided "as is".
14.3 Connected Services. Customer authorizes Provider and Customer's Agents to access each Connected Service using the permissions Customer grants. Customer's use of a Connected Service is governed by its agreement with that service's provider, and Customer is responsible for complying with that agreement. Connected Services are not part of the Product. Provider is not responsible for them, including their availability, changes, or handling of data. Provider may stop supporting any Connected Service at any time.
14.4 AI Restrictions. Without limiting the restrictions contained in the Agreement, Customer will not (and will not allow anyone else to): (a) use the AI Services for decision-making in a regulated industry or capacity without proper human oversight and review in compliance with Applicable Laws and applicable professional ethics, guidelines, and rules; (b) use the AI Services to violate, misappropriate, or otherwise infringe the intellectual property or other proprietary rights of others; (c) falsely state Output was created by a human; (d) use an Agent to communicate with a person without disclosing that the communication is automated, where Applicable Laws require that disclosure; or (e) use the AI Services in a way that violates the usage policies that the providers of the Models publish.
14.5 No Model Training. Provider will not use Customer Content (including Input and Output), Usage Data, or Feedback to Train any Model.
14.6 Non-Training Improvement. Provider may use Input and Output to provide and maintain the AI System, including to find and fix errors in it, provided that such usage does not constitute Training.
14.7 Ownership. As between the parties, Customer (a) retains all right, title, and interest in and to all Input, and (b) owns all Output. To the extent permitted by Applicable Laws, Provider hereby assigns to Customer all right, title, and interest, if any, in and to Output. This Section 14.7 gives Customer no rights in Agents or other materials made available in the Product by Provider or a third party, even if their instructions form part of Input or are reproduced in Output. Provider assigns no rights in them.
14.8 Personal Data. Nothing in this Section 14 (AI Services and Agents) will reduce or limit Provider's obligations under Applicable Data Protection Laws regarding Personal Data that may be contained in Input.
14.9 Rights to Input. Customer represents and warrants that it, all Users, and anyone submitting Input each have and will continue to have all rights necessary to submit Input to the AI Services.
14.10 Nature of AI. Due to the nature of artificial intelligence and machine learning, information generated by the AI Services may be incorrect or inaccurate. The AI Services are not human and are not a substitute for human oversight. Output generated by the AI Services may not be protectable as intellectual property. Customer is responsible for reviewing Output and its Agents' actions before relying on them.
14.11 Similarity of Output. Output may resemble or be duplicative of data, information, and materials created by the AI Services for others. Provider does not provide any representation or warranty that Output (a) does not and will not incorporate or reflect the data, information, prompts, or materials of others, (b) will not violate, misappropriate, or otherwise infringe upon the intellectual property or other proprietary rights of another person or entity, or (c) will not be reproduced in the same or similar way to another user of the AI Services.
15. Dispute Resolution
15.1 Informal Resolution. Before starting arbitration or a court proceeding, other than a proceeding for relief under Section 12.4 (Injunctive Relief), a party must send the other party written notice at its Notice Address describing the dispute and the relief sought. The parties will then try in good faith to resolve the dispute during the 60 days after the notice is received.
15.2 Binding Arbitration. Except as Section 15.3 (Exceptions) provides, any dispute, claim, or controversy arising out of or relating to this Agreement or the Product will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator. The seat of the arbitration is San Francisco, California, and the arbitrator may hold hearings by video conference. The arbitrator decides all questions about the scope and enforceability of this Section 15, except that a court decides whether the class action waiver in the first two sentences of Section 15.4 (Class Action and Jury Trial Waiver) is enforceable. Judgment on the award may be entered in any court of competent jurisdiction.
15.3 Exceptions. Either party may (a) bring an individual claim in a small claims court in San Francisco, California, or in the county where the other party has its principal place of business, as long as the claim stays there; and (b) seek relief in court under Section 12.4 (Injunctive Relief).
15.4 Class Action and Jury Trial Waiver. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one party or preside over any form of class, collective, consolidated, or representative proceeding. Each party waives its right to a trial by jury. If a claim is decided in a California court and that court does not enforce the waiver of jury trial in this section, the parties agree that the court will refer the claim to a referee under California Code of Civil Procedure section 638, who will decide all issues of fact and law.
15.5 Mass Arbitration. If 25 or more similar demands for arbitration against Provider are filed by or with the assistance of the same or coordinated counsel, the parties ask the American Arbitration Association to apply its Mass Arbitration Supplementary Rules then in effect to those demands, whether or not the number of demands reaches the threshold those rules set. If the American Arbitration Association declines, each demand proceeds individually under its Commercial Arbitration Rules.
15.6 Severability of This Section. If a court decides that the class action waiver in the first two sentences of Section 15.4 (Class Action and Jury Trial Waiver) cannot be enforced for a claim, that claim will be decided by the Chosen Courts, and the rest of this Section 15 continues to apply. A decision that the jury trial waiver in Section 15.4 cannot be enforced does not remove any claim from arbitration. A claim for public injunctive relief that Applicable Laws do not allow to be waived or arbitrated will be decided by the Chosen Courts after all other claims have been decided in arbitration.
15.7 Time Limit. Any claim against Provider must be brought within one year after the claim accrues, or it is permanently barred. The time limit does not run during the 60 days in Section 15.1 (Informal Resolution).
These Terms of Service are adapted from the Common Paper Cloud Service Agreement Standard Terms Version 2.1, the Common Paper Terms of Service Cover Page, and the Common Paper AI Addendum Standard Terms Version 1.0, which Common Paper, Inc. publishes under the Creative Commons Attribution 4.0 International License. PineSpark Inc. has modified them. Common Paper does not endorse PineSpark or these terms.