Legal — Terms of Service

Effective Date: May 3, 2026 Last Updated: May 3, 2026

This Subscription Agreement (“Agreement”) is a legally binding contract between you (“Customer,” “you,” or “your”) and SavvySpark Inc., a Texas corporation (“SavvySpark,” “we,” “us,” or “our”), and governs your access to and use of the SavvySpark platform, including all products and features available through the platform (collectively, the “Services”), accessible at https://savvyspark.ai (the “Site”).

BY CREATING AN ACCOUNT, CLICKING “I AGREE,” OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT CREATE AN ACCOUNT OR USE THE SERVICES.

If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement, and “Customer” refers to that organization.

1. DEFINITIONS

“Account” means the account you create to access the Services.

“Authorized Users” means individuals you authorize to access the Services under your Account, including your employees, contractors, and agents.

“Customer Data” means all data, content, files, and information that you or your Authorized Users upload, submit, or transmit to the Services, including contact records, meeting notes, relationship data, and CRM data synced to the Services. Customer Data does not include Aggregated Data or Usage Data.

“Aggregated Data” means anonymized and aggregated data derived from Customer Data or use of the Services that does not identify you or any individual, and from which Customer Data cannot reasonably be reconstructed.

“Usage Data” means data about how you and your Authorized Users interact with the Services (e.g., feature usage, session duration, performance metrics), collected automatically and not including Customer Data content.

“AI Features” means any functionality within the Services that utilizes artificial intelligence or machine learning models to process data or generate outputs on your behalf. AI Features available in each Product are described in the applicable Product-Specific Terms.

“AI Credits” means the unit of consumption for AI Features, as described in Section 7.

“Documentation” means the user guides, help documentation, and technical materials made available within the Services.

“Free Trial” means the 30-day trial period described in Section 3.4.

“Order” means the subscription plan you select during sign-up or upgrade, including the applicable pricing, billing cycle, and feature entitlements as described on our pricing page at /pricing.

“Product” means an individual software product available through the platform (e.g., SavvySpark, ProCliq, Brainnote). Each Product may be activated independently for individual Authorized Users on your Account.

“Product-Specific Terms” means the additional terms applicable to each Product, available at /legal/product-terms. When you activate a Product, the Product-Specific Terms for that Product are incorporated into this Agreement. Product-Specific Terms may include product-specific AI feature disclosures, content types, usage restrictions, and regulatory notices.

“Subscription Term” means the period during which you are subscribed to a paid plan, including any renewal periods.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 Registration. To use the Services, you must create an Account by providing accurate and complete registration information. You agree to update your information promptly if it changes.

2.2 Account Security. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify us immediately at security@savvyspark.ai if you become aware of any unauthorized use of your Account.

2.3 Age Requirement. You must be at least 18 years old to use the Services. The Services are designed for business professionals and are not intended for use by individuals under the age of 18.

2.4 One Account Per User. Each Authorized User must have a unique Account. Account credentials may not be shared among multiple individuals.

3. SERVICES AND LICENSE GRANT

3.1 License Grant. Subject to this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term (or during your Free Trial) to access and use the Services and Documentation for your internal business purposes, in accordance with the applicable Order and Documentation.

3.2 Products and Add-Ons. The platform offers multiple Products. When you activate an additional Product on your Account, the Product-Specific Terms for that Product (available at /legal/product-terms) are incorporated into this Agreement. Adding a Product constitutes acceptance of the applicable Product-Specific Terms. Each Product is billed separately on a per-user basis as described in Section 7.

3.3 Updates and Changes. We may update, modify, or discontinue features of the Services from time to time. We will use commercially reasonable efforts to provide advance notice of material changes. If we discontinue a material feature of a paid plan during your current Subscription Term, you may terminate your subscription and receive a pro-rata refund for the unused portion of that term.

3.4 Free Trial. We offer a 30-day free trial of the Services with full features and no contact caps. No credit card is required to start a Free Trial. Unless you select a paid plan before the trial ends, your Account will be deactivated at the end of the trial period. You will not be charged during the Free Trial. We will send you a reminder at least 7 days before your Free Trial ends.

3.5 Beta Features. We may offer certain features designated as “Beta,” “Preview,” or “Early Access.” Beta features are provided for evaluation only and may be incomplete, contain errors, or be discontinued at any time. Beta features are provided “as is” without warranties or indemnification.

4. USE RESTRICTIONS

4.1 Prohibited Activities. You shall not, and shall not permit any third party to:

(a) sublicense, sell, resell, rent, lease, or distribute the Services or any portion thereof;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Services, including any algorithms used to generate scores, rankings, or other AI-generated outputs;

(d) use the Services to build a competing product or service, or copy any features, functions, or user interface of the Services;

(e) use the Services to store or transmit any malware, viruses, or malicious code;

(f) interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to the Services or related systems;

(g) use the Services in violation of applicable law or regulation;

(h) remove, alter, or obscure any proprietary notices in the Services;

(i) use the Services to send unsolicited messages (spam) or in connection with any illegal activity;

(j) use the Services to infringe the intellectual property rights of any third party;

(k) exceed any usage limits or rate limits applicable to your plan;

(l) use automated means (bots, scrapers, crawlers) to access the Services except through our published APIs and in compliance with our API documentation;

(m) use AI Features to generate content that impersonates real individuals, creates disinformation, or produces illegal content;

(n) use the Services for harassment, stalking, or surveillance of any individual; or

(o) store contact information in the Services without a lawful basis for doing so, including compliance with your own privacy obligations.

4.2 Acceptable Use Policy. Your use of the Services is also governed by our Acceptable Use Policy at /legal/aup, which is incorporated into this Agreement by reference.

5. CUSTOMER DATA AND PRIVACY

5.1 Ownership. You retain all right, title, and interest in your Customer Data. We do not claim ownership of Customer Data.

5.2 License to Customer Data. You grant us a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process Customer Data solely to (a) provide the Services, and (b) comply with applicable law. This license continues for the duration of your Account and a reasonable period thereafter for backup and deletion purposes.

5.3 No AI Training. We do not use your Customer Data (including your inputs to and outputs from AI Features) to train, fine-tune, or improve AI models, whether ours or third-party, except with your explicit consent, for abuse detection and safety systems, or in anonymized, aggregated form. Your data is processed solely for service delivery.

5.4 Aggregated Data. We may create, use, and disclose Aggregated Data for any lawful purpose, including product improvement, benchmarking, and analytics. Aggregated Data belongs to SavvySpark.

5.5 Privacy. Our collection and use of personal information is governed by our Privacy Policy at /legal/privacy. By using the Services, you acknowledge that you have read our Privacy Policy.

5.6 Data Processing Agreement. To the extent we process personal data on your behalf as a data processor (as defined under GDPR) or service provider (as defined under CCPA/CPRA), our Data Processing Agreement at /legal/dpa applies and is incorporated into this Agreement.

5.7 Data Location. Customer Data is stored and processed in the United States. If you are located outside the United States, you consent to the transfer of your data to the United States in accordance with our Privacy Policy and DPA.

5.8 Data Security. We implement industry-standard technical and organizational security measures to protect Customer Data. Details are described at /legal/security.

5.9 Data Portability and Export. You may export your Customer Data at any time through the Services’ export functionality in CSV and/or JSON format. Upon termination or cancellation, we will make your Customer Data available for export for 30 days, after which we may delete it in accordance with our data retention practices.

5.10 Automatically Generated Records. Certain Products may automatically create or infer data records based on your integrations or usage. Product-specific details about automatically generated records are described in the applicable Product-Specific Terms. You are solely responsible for reviewing, managing, and deleting automatically generated records, including ensuring compliance with applicable privacy laws.

6. AI FEATURES AND DISCLOSURES

6.1 AI Feature Disclosure. The Services include AI Features that use artificial intelligence and machine learning technologies, including third-party AI models. The specific AI Features available in each Product are described in the applicable Product-Specific Terms and our AI Terms.

6.2 AI Interactions Notice. When you interact with AI Features, you may be communicating with an AI system rather than a human. We will clearly indicate within the Services when a response or output is AI-generated. This notice satisfies transparency obligations under the EU AI Act (Article 50) and similar regulations.

6.3 AI Data Processing. When you use AI Features:

(a) Your inputs may be transmitted to third-party AI model providers for processing. These providers are bound by data processing agreements that prohibit them from using your data for training purposes.

(b) AI outputs are generated based on your inputs and the capabilities of the underlying models.

(c) We retain AI interaction logs (inputs and outputs) for 90 days for service delivery and abuse prevention, unless you configure a shorter retention period in your Account settings.

6.4 AI Accuracy Disclaimer. All AI-generated outputs — including classifications, summaries, extractions, and recommendations — are informational only and are provided as directional indicators, not precise measurements. Algorithmic relationship scores (B2BR and B2PR) are not AI-generated outputs but are governed by the same accuracy disclaimer in this Section 6.4 and by the disclosures in our Privacy Policy.

(a) No Guarantees. AI-generated outputs do not constitute guarantees of any outcome. You should not rely solely on AI outputs when making business decisions.

(b) Limitations. Output accuracy depends on the volume and quality of available data. Outputs based on limited data carry lower confidence. Product-specific limitations are described in the applicable Product-Specific Terms.

(c) Third-Party Data. The Services may integrate with external systems. Data accuracy depends on the quality and completeness of source systems. SavvySpark does not independently verify information obtained from integrated sources.

(d) General AI Disclaimer. AI Features may produce inaccurate, incomplete, or biased outputs. AI-generated content does not constitute professional, legal, medical, or financial advice. You are solely responsible for reviewing, verifying, and approving any AI-generated content before relying on it or sharing it with others.

6.5 AI Feature Availability. AI Features may be modified, suspended, or discontinued at any time. Availability of specific AI Features may vary by subscription plan.

6.6 Third-Party AI Providers. We use third-party AI model providers to power AI Features. A current list of our AI sub-processors is available in Annex III of our Data Processing Agreement. Changes to AI sub-processors are subject to the notice procedures in our DPA.

7. SUBSCRIPTION, BILLING, AND PAYMENT

7.1 Subscription Plans. Paid features of the Services are available through the following self-serve subscription plans:

Plan names, features, pricing, and included allowances (such as AI actions and document storage) are described on our pricing page at /pricing. Enterprise subscriptions are governed by a separate Master Service Agreement and are not covered by this Agreement. Contact contact@savvyspark.ai for Enterprise pricing.

The pricing page is incorporated by reference into this Agreement for the purpose of describing plan features and pricing. In the event of a conflict between this Agreement and the pricing page regarding legal terms, this Agreement controls.

7.2 Per-User-Per-Product Billing. The Services are billed on a per-user-per-product basis. Each Authorized User requires a separate paid seat. You are responsible for managing the number of Authorized Users on your Account.

7.3 Billing Cycle. Subscriptions are billed in advance on a monthly or annual basis, as selected during sign-up. The billing cycle begins on the date you subscribe to a paid plan.

7.4 Annual Billing. If you select annual billing, you receive a 15% discount off the monthly rate, billed as a single annual payment in advance. Annual billing is non-refundable except as expressly provided in this Agreement.

7.5 AI Credits.

(a) Each subscription plan includes a monthly AI Credit allowance per user, contributed to a shared account-level credit pool. AI Credits are consumed when Authorized Users use AI Features, with different actions consuming different amounts of credits based on complexity.

(b) Unused AI Credits do not roll over from one billing cycle to the next.

(c) If your Account exceeds its AI Credit allowance in a billing cycle, additional credits are charged at the overage rate published on the pricing page, billed at the end of the billing cycle. You may configure a hard stop in Account settings to pause AI Features when credits are exhausted instead of incurring overage charges.

(d) Additional AI Credit packs may be purchased as subscription add-ons at the account level, as described on the pricing page. Add-on credit packs are non-refundable.

(e) If a seat is removed mid-billing-cycle, that seat’s credit contribution to the pool is not clawed back for the remainder of the current cycle but ceases at the start of the next billing cycle.

7.6 Document Storage.

(a) Each subscription plan includes a document storage allowance per user, contributed to a shared account-level storage pool.

(b) If your Account exceeds its storage allowance, overage is charged at the rate published on the pricing page, billed at the end of the billing cycle.

7.7 Payment. You authorize us to charge your designated payment method for all fees associated with your subscription. All fees are stated in U.S. dollars and are exclusive of taxes unless otherwise stated.

7.8 Taxes. You are responsible for all applicable taxes (including sales tax, use tax, VAT, and GST) arising from your subscription, except for taxes based on our net income. If we are required to collect taxes, they will be added to your invoice.

7.9 Upgrades and Downgrades.

(a) You may upgrade your plan at any time. Upgrades take effect immediately, and the fee difference is prorated for the remainder of your current billing cycle.

(b) You may downgrade your plan at any time. Downgrades take effect at the end of your current billing cycle. You may lose access to features or capacity that exceed the lower-tier limits. We are not responsible for data loss resulting from exceeding the limits of a lower-tier plan.

7.10 Price Changes. We may change subscription prices upon 30 days’ prior written notice (by email or in-product notification). Price changes take effect at the start of your next billing cycle following the notice period. If you do not agree to the price change, you may cancel your subscription before the new price takes effect. Your continued use of the Services after the price change constitutes acceptance.

7.11 Failed Payments. If a payment fails, we will notify you and attempt to process the payment again. If payment remains unsuccessful after 3 attempts over 10 days, we may suspend or downgrade your Account until payment is resolved. We will not delete your Customer Data during a payment grace period of 30 days.

7.12 Disputes. If you believe a charge is incorrect, you must contact us at contact@savvyspark.ai within 60 days of the charge. We will investigate and, if the charge was erroneous, issue a credit or refund.

8. AUTO-RENEWAL AND CANCELLATION

8.1 Auto-Renewal. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE FOR A SUCCESSIVE PERIOD OF THE SAME DURATION (E.G., MONTHLY OR ANNUALLY), UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. THE RENEWAL PRICE WILL BE THE THEN-CURRENT PRICE FOR YOUR PLAN, SUBJECT TO ANY PRICE CHANGE NOTICE UNDER SECTION 7.10.

8.2 Renewal Notice. We will send you a reminder at least 30 days before each annual renewal (or at least 7 days before each monthly renewal) to the email address associated with your Account. The reminder will include the renewal date, the renewal price, and instructions for cancellation.

8.3 Cancellation. You may cancel your subscription at any time through your Account settings or by contacting contact@savvyspark.ai. Cancellation is effective at the end of your current billing cycle. We provide a self-service cancellation mechanism that is as easy to use as the sign-up process.

8.4 Effect of Cancellation. Upon cancellation: (a) You retain access to paid features through the end of your current billing cycle. (b) Your Account will be deactivated at the end of the billing cycle. (c) Your Customer Data will be available for export in CSV and/or JSON format for 30 days after deactivation, after which it may be deleted.

8.5 Refunds. Subscription fees are generally non-refundable. However: (a) If you cancel an annual subscription within 14 days of the initial purchase or renewal, you may request a pro-rata refund for the unused portion by contacting contact@savvyspark.ai. (b) If we materially breach this Agreement and fail to cure within 30 days of written notice, you are entitled to a pro-rata refund. (c) Refund requests are processed within 10 business days. (d) Certain jurisdictions may grant additional refund rights that cannot be waived by contract. Nothing in this section limits those rights.

9. SUSPENSION AND TERMINATION

9.1 Suspension by SavvySpark. We may suspend your access to the Services, in whole or in part, immediately and without prior notice if:

(a) you breach this Agreement or the Acceptable Use Policy; (b) your use poses a security risk to the Services or other users; (c) your use may subject us to liability; (d) your Account is past due for 30 days or more; (e) we are required to do so by law, regulation, or court order; or (f) we reasonably believe your Account has been compromised.

We will notify you promptly of any suspension and provide an opportunity to cure, where practicable. Suspension does not relieve you of your payment obligations.

9.2 Termination by Customer. You may terminate this Agreement at any time by canceling your subscription (per Section 8.3) and deleting your Account through Account settings or by contacting contact@savvyspark.ai. Cancellation and termination do not entitle you to a refund of prepaid fees, except as expressly provided in Section 8.5.

9.3 Termination by SavvySpark. We may terminate your Account and this Agreement:

(a) for cause, upon 30 days’ written notice if you breach a material term of this Agreement and fail to cure within that 30-day period; (b) immediately, without notice, for violations that cannot be cured (e.g., illegal activity, repeated AUP violations); or (c) for convenience, upon 30 days’ prior written notice.

9.4 Effect of Termination. Upon termination: (a) All rights and licenses granted to you under this Agreement terminate. (b) You must cease all use of the Services. (c) We will make your Customer Data available for export in CSV and/or JSON format for 30 days, after which we may delete it. (d) Sections that by their nature should survive will survive termination, including Sections 1 (Definitions), 5 (Customer Data and Privacy), 6.4 (AI Accuracy Disclaimer), 10 (Intellectual Property), 12 (Limitation of Liability), 13 (Indemnification), 14 (Dispute Resolution), and 17 (General Provisions). (e) Any outstanding fees owed prior to termination remain due and payable.

10. INTELLECTUAL PROPERTY

10.1 SavvySpark IP. We and our licensors retain all right, title, and interest in the Services, Documentation, Site, and all related technology, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights. Nothing in this Agreement grants you any right to our intellectual property except the limited license in Section 3.1.

10.2 Customer IP. You retain all right, title, and interest in your Customer Data and any content you create independently of the Services.

10.3 AI-Generated Outputs. As between you and SavvySpark, you own the outputs generated by AI Features from your inputs, subject to: (a) any rights of third parties in underlying training data; (b) the limitation that identical or similar outputs may be generated for other users who provide similar inputs; and (c) applicable law regarding authorship and ownership of AI-generated works.

We make no representations regarding the copyrightability or patentability of AI-generated outputs.

10.4 Feedback. If you provide suggestions, ideas, or feedback regarding the Services (“Feedback”), you grant us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual license to use, modify, and incorporate that Feedback into the Services without obligation to you.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual Representations. Each party represents that it has the legal power and authority to enter into this Agreement.

11.2 SavvySpark Warranty. We warrant that during your Subscription Term, the Services will perform materially in accordance with the Documentation. If we breach this warranty, your exclusive remedy is for us to (a) correct the non-conformity, or (b) if we cannot correct it within 30 days, allow you to terminate and receive a pro-rata refund.

11.3 Customer Warranty. You represent and warrant that (a) you have the right to submit Customer Data to the Services, (b) Customer Data does not infringe the rights of any third party, and (c) you will comply with all applicable laws in connection with your use of the Services, including privacy and data protection laws applicable to the contact information you store in the Services.

11.4 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 11.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

THE FREE TRIAL AND BETA FEATURES ARE PROVIDED WITHOUT ANY WARRANTY WHATSOEVER.

RELATIONSHIP SCORES AND AI-GENERATED OUTPUTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR BUSINESS DECISION.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.3 Carve-Outs. The limitations in Sections 12.1 and 12.2 do not apply to:

(a) either party’s infringement of the other party’s intellectual property rights; (b) either party’s breach of confidentiality obligations regarding the other party’s data; (c) SavvySpark’s obligations with respect to a data breach affecting Customer Data; (d) Customer’s breach of Section 4 (Use Restrictions); (e) Customer’s payment obligations; (f) liability arising from a party’s willful misconduct or gross negligence; or (g) liability that cannot be limited by applicable law.

12.4 Super-Cap. For liabilities excluded from the cap under Section 12.3 (including indemnification obligations under Section 13), each party’s total cumulative liability shall not exceed two times (2x) the total fees paid or payable by Customer in the 12-month period immediately preceding the event giving rise to liability.

12.5 Free Trial. FOR THE FREE TRIAL, SAVVYSPARK’S TOTAL LIABILITY SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50).

12.6 Basis of the Bargain. THE LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

13. INDEMNIFICATION

13.1 SavvySpark Indemnification. We will defend, indemnify, and hold you harmless from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) our alleged infringement of a third party’s intellectual property rights by the Services as provided to you under this Agreement; or (b) our breach of the warranties set forth in Section 11.2.

We will have no obligation under this Section 13.1 for claims arising from: (i) your Customer Data; (ii) modifications you make to the Services; (iii) your combination of the Services with non-SavvySpark products; or (iv) your use of the Services in violation of this Agreement.

13.2 Customer Indemnification. You will defend, indemnify, and hold us harmless from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your Customer Data, including any claim that your Customer Data infringes a third party’s intellectual property rights or violates a third party’s privacy rights; (b) your breach of this Agreement or violation of applicable law; (c) your breach of the warranties set forth in Section 11.3; or (d) your Authorized Users’ actions in connection with the Services.

13.3 Indemnification Procedure. The indemnified party must: (a) promptly notify the indemnifying party of the claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement (provided that the indemnifying party shall not settle any claim that imposes liability on the indemnified party without its prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense at its own expense.

14. DISPUTE RESOLUTION

14.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.

14.2 Informal Resolution. Before initiating formal proceedings, either party must first attempt to resolve any dispute informally by sending written notice to the other party describing the dispute and the requested resolution. The parties will attempt to resolve the dispute within 30 days of receipt of such notice.

14.3 Arbitration. If the dispute is not resolved informally, either party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in Austin, Texas. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.4 Arbitration Fees. Each party shall bear its own arbitration filing fees and attorneys’ fees, unless the arbitrator awards fees to the prevailing party.

14.5 Arbitration Opt-Out. You may opt out of this arbitration agreement by sending written notice to contact@savvyspark.ai within 30 days of first accepting this Agreement. Your notice must include your name, Account email address, and a clear statement that you wish to opt out of arbitration.

14.6 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

14.7 Exceptions. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information, without first engaging in the informal resolution or arbitration process above. Either party may bring an individual action in small claims court for disputes within the court’s jurisdictional limits.

14.8 Exclusive Jurisdiction. To the extent litigation is permitted under this section, you consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

14.9 Consumer Protection. Nothing in this Section 14 limits your rights under mandatory consumer protection laws of your jurisdiction. If you are a consumer in the European Economic Area, you may also bring proceedings in the courts of your country of residence.

15. DMCA AND COPYRIGHT POLICY

15.1 Respect for Copyright. We respect the intellectual property rights of others and expect our users to do the same. The Services may contain user-generated content, including meeting notes, documents, media files, and other materials uploaded or created by users across any features of the platform. We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law.

15.2 DMCA Designated Agent. If you believe that content on the Services infringes your copyright, please send a written notification to our designated agent:

DMCA Agent SavvySpark Inc. 5900 Balcones Drive STE 100 Austin, TX 78731 Email: contact@savvyspark.ai

15.3 DMCA Notice Requirements. Your notification must include: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work(s) claimed to be infringed; (c) identification of the material to be removed, with sufficient information for us to locate it; (d) your contact information (name, address, telephone, email); (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement under penalty of perjury that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

15.4 Counter-Notification. If your content was removed and you believe it was removed in error, you may submit a counter-notification containing the information required under 17 U.S.C. Section 512(g).

15.5 Repeat Infringers. We will terminate the Accounts of users who are repeat infringers in appropriate circumstances.

16. MODIFICATIONS TO THIS AGREEMENT

16.1 Right to Modify. We may modify this Agreement from time to time. Material changes will be communicated to you at least 30 days before they take effect, via email to the address on your Account and/or by in-product notification.

16.2 Acceptance of Changes. Your continued use of the Services after the effective date of a material change constitutes your acceptance of the modified Agreement. If you do not agree to the modified terms, you must stop using the Services and cancel your Account before the effective date. If you cancel due to a material adverse change in terms during a paid Subscription Term, you will receive a pro-rata refund for the unused portion of your current term.

16.3 Non-Material Changes. Non-material changes (e.g., clarifications, formatting, corrections) may be made without advance notice. The “Last Updated” date at the top of this Agreement will be updated for all changes.

17. GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement, together with the applicable Product-Specific Terms at /legal/product-terms, the AI Terms at /legal/ai-terms, the Privacy Policy at /legal/privacy, the Data Processing Agreement at /legal/dpa, the Acceptable Use Policy at /legal/aup, the Cookie Policy at /legal/cookies, and any applicable Order, constitutes the entire agreement between you and SavvySpark regarding the Services and supersedes all prior agreements, proposals, and communications. In the event of conflict, this Agreement controls over Product-Specific Terms, except where Product-Specific Terms explicitly state otherwise for regulatory compliance purposes.

17.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.3 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

17.4 Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties’ successors and permitted assigns.

17.5 Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, pandemics, war, terrorism, government actions, internet or telecommunications failures, or third-party service outages, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.

17.6 Notices. Notices to SavvySpark must be sent to contact@savvyspark.ai or by mail to:

SavvySpark Inc. 5900 Balcones Drive STE 100 Austin, TX 78731

Notices to you will be sent to the email address associated with your Account. Email notices are deemed received 1 business day after sending. Postal notices are deemed received 5 business days after mailing.

17.7 Relationship of Parties. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.

17.8 Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

17.9 Export Compliance. You represent that you are not located in, or a resident of, any country subject to U.S. trade sanctions, and that you are not on any U.S. government restricted party list. You agree to comply with all applicable export control and sanctions laws.

17.10 Government Users. If you are a U.S. government entity, the Services are provided as “commercial items” as defined in 48 C.F.R. Section 2.101, and your rights are limited to those granted to all other customers under this Agreement.

17.11 Accessibility. We are committed to making the Services accessible in accordance with WCAG 2.1 AA standards. If you encounter accessibility issues, contact us at contact@savvyspark.ai.

17.12 Language. This Agreement is written in English. If this Agreement is translated into another language, the English version controls in the event of any conflict.

18. CONTACT INFORMATION

For questions about this Agreement, contact us at:

SavvySpark Inc. 5900 Balcones Drive STE 100 Austin, TX 78731 Email: contact@savvyspark.ai Website: https://savvyspark.ai

For billing inquiries: contact@savvyspark.ai For security issues: security@savvyspark.ai For DMCA notices: contact@savvyspark.ai For privacy inquiries: privacy@savvyspark.ai

BY CREATING AN ACCOUNT OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.