Terms of Service

Sprex is an invite-only, early-access beta. The Service is still being tested and may contain errors, lose or display incorrect data, change substantially, or stop working. Features may be added, changed, limited, suspended, or removed at any time. We do not promise uninterrupted access, any particular uptime, or that the Service will remain available.

You should keep independent copies of important business records and should not rely on Sprex as the only place where information is stored.

You must provide accurate account information, keep your sign-in credentials secure, and promptly tell us at [CONTACT EMAIL] if you believe your account has been compromised. You are responsible for activity under your account unless caused by our breach of these Terms.

Sprex organizes data into workspaces. Workspace members may have an administrator or representative role. Workspace administrators control team membership and roles, workspace settings, and certain destructive actions. An administrator is responsible for:

• inviting only people who should have access;
• assigning appropriate roles;
• removing access when it is no longer needed;
• reviewing the actions of workspace members; and
• ensuring the organization’s use of Sprex complies with these Terms and applicable law.

Representatives may create and edit partner and deal information and use document features subject to workspace controls. A workspace must retain at least one administrator.

Sprex helps software resellers organize partner pricing and deal information, model estimated margins, track pipeline and renewals, and extract proposed details from partner agreements, order forms, quotes, invoices, and images.

All calculations, grades, forecasts, pipeline values, extracted terms, matches, summaries, and other outputs are estimates or suggestions. They may be incomplete, inaccurate, outdated, or based on incorrect inputs. AI extraction may misread a document or omit important language.

You must review outputs against the original documents and your actual vendor, distributor, customer, accounting, and program terms before relying on them. Sprex does not make decisions for you and is not a substitute for professional judgment.

The Service does not provide financial, legal, accounting, or tax advice. You should obtain advice from qualified professionals for your circumstances.

As between you and Sprex, you retain ownership of the data and documents that you submit to the Service (“Customer Data”). You give us a limited, non-exclusive right to host, copy, transmit, process, display, and otherwise use Customer Data only as reasonably needed to provide, secure, maintain, and support the Service and comply with law.

Sprex does not use your Customer Data (including uploaded documents and extracted details) to train artificial intelligence models.

You are responsible for Customer Data and represent that you have all rights, permissions, notices, and lawful bases needed to upload it and allow us and our service providers to process it under these Terms and the Privacy Policy. This includes complying with confidentiality, nondisclosure, privacy, data-protection, vendor-program, customer, and contractual obligations.

Do not upload a partner agreement, order form, quote, invoice, or other material if doing so would breach a duty to a vendor, distributor, customer, employer, or other person. Do not upload information that the Service is not intended to handle, including highly sensitive personal information, government identification numbers, payment-card data, bank credentials, health information, or passwords.

Uploaded documents are sent to an AI service only when a user asks Sprex to extract details. You remain responsible for reviewing the extraction and deciding whether to save proposed information.

You may not use the Service to:

• break any law, regulation, court order, contract, or third-party right;
• upload or process information you do not have the right to use;
• infringe intellectual-property, privacy, publicity, confidentiality, or other rights;
• introduce malware, harmful code, or content designed to disrupt or compromise the Service;
• attempt to bypass authentication, workspace boundaries, role restrictions, extraction allowances, or other security controls;
• probe, scan, or test the Service for vulnerabilities without our written permission;
• reverse engineer or attempt to discover source code except where applicable law does not allow that restriction;
• scrape, copy, or access the Service through automated means except through an interface we expressly authorize;
• use the Service or Sprex software to build or train a competing product or model, except with our written permission;
• impersonate another person, misrepresent affiliation, or use another person’s account; or
• use the Service in a way that could harm Sprex, our providers, other users, or third parties.

Each workspace has a monthly document-extraction allowance set in its workspace settings. Partner-agreement and order-form extractions share that allowance. One extraction may include multiple permitted files, subject to the file-count, file-size, format, and total-page limits shown in the Service.

A successful extraction counts against the monthly allowance. The Service is designed to release the reservation for a failed extraction. Allowances reset monthly and may be changed or limited during the beta. Attempts to bypass an allowance or interfere with its counter are prohibited.

There is no fee to use Sprex during the current invite-only beta unless we separately agree otherwise in writing.

[CONFIRM: future pricing, billing terms, taxes, renewal, cancellation, refunds, and the notice period before paid plans begin.]

We will not charge you a new fee without first telling you the applicable price and obtaining any agreement required by law.

We and our licensors own the Service, including its software, design, branding, documentation, and all related intellectual-property rights. These Terms give you a limited, non-exclusive, non-transferable, revocable right to use the Service during the beta for your organization’s internal business purposes. They do not transfer ownership of the Service to you.

If you send us suggestions, ideas, bug reports, or other feedback, you allow us to use that feedback itself without restriction or payment to improve or develop Sprex. This permission covers only the feedback itself, not Customer Data, and does not give us ownership of Customer Data included in the feedback.

The Service relies on third-party and hosted services for functions such as hosting, database operations, authentication, storage, Google sign-in, fonts, and AI document extraction. Their availability and performance may affect Sprex. Your use of optional third-party sign-in may also be governed by that provider’s terms.

Sprex is designed to hold confidential commercial information, but these Terms do not replace any separate confidentiality or data-processing agreement that may be required between us and your organization.

[CONFIRM: whether beta participants will sign a separate NDA, beta agreement, or data-processing agreement, and which document controls if terms conflict.]

You are responsible for deciding what information your organization permits its users to place in the Service.

You may stop using the Service at any time. You may request account or workspace deletion by contacting [CONTACT EMAIL]. Workspace deletion requests must come from an authorized workspace administrator and may require verification.

We may suspend or terminate access immediately if we reasonably believe that you violated these Terms, created a security or legal risk, used the Service abusively, or if suspension is needed to protect the Service or others. Because this is a beta, we may also end the beta or discontinue the Service for any reason. Where reasonably practical, we will provide notice.

After termination, your right to use the Service ends. Sections that by their nature should continue—such as ownership, disclaimers, liability limits, and governing law—will survive.

[CONFIRM: post-termination export window, deletion timetable, backup retention, and any legal-retention exceptions.]

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” SPREX AND ITS LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND THAT DATA WILL NOT BE LOST.

We do not warrant that calculations, extracted details, matching suggestions, source references, forecasts, or other outputs are accurate or complete. Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPREX AND ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SAVINGS, BUSINESS, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THE SERVICE, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SPREX AND THE PARTIES LISTED ABOVE FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE WILL NOT EXCEED [CONFIRM: LIABILITY CAP FOR A FREE BETA—FOR EXAMPLE, US$100 OR THE AMOUNT PAID IN THE PREVIOUS 12 MONTHS, WHICHEVER IS GREATER].

These limits do not apply where liability cannot lawfully be limited or excluded.

[CONFIRM: any additional exclusions or carve-outs required by applicable law, insurance, customer commitments, or counsel.]

We may update the Service and these Terms during the beta. We will post revised Terms with a new “Last updated” date and provide any additional notice required by law. If a change materially reduces your rights or increases your obligations, it will apply prospectively after reasonable notice unless an urgent legal or security reason requires otherwise.

If you continue using the Service after revised Terms take effect, you accept them. If you do not agree, you must stop using the Service.

These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law rules.

[CONFIRM: the agreed courts, venue, dispute-notice process, arbitration choice, class-action waiver if any, and any required consumer-law exceptions.]

If a provision of these Terms is unenforceable, the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them as part of a merger, reorganization, financing, sale of assets, or by operation of law. These Terms and any documents they expressly incorporate are the entire agreement about the Service, unless we and your organization sign a separate agreement that states it controls.

Questions about these Terms may be sent to: