Terms of Service

Last updated: 2026-05-07

These Terms of Service (the “Terms”) are a binding agreement between you and Spaarke, Inc. (“Spaarke,” “we,” or “us”) governing your access to and use of the Spaarke platform, including any related websites, applications, APIs, documentation, and support services (collectively, the “Service”). By creating an account, signing an order form, or otherwise using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

1. The Service

Spaarke is a Legal Operations Intelligence platform delivered as a Microsoft ISV solution. It runs on Microsoft 365 infrastructure and is designed to help legal teams organize matters, documents, and communications, and to apply AI-assisted analysis to that content. Specific features available to you depend on your subscription plan, your Microsoft 365 entitlements, and any order form or statement of work you have entered into with us.

We may add, change, or remove features over time. We will not materially reduce the core functionality of a paid subscription during its current term without notice.

2. Accounts and eligibility

You must be at least 18 years old and able to enter into a binding contract to use the Service. The Service is intended for business use by legal departments, law firms, and related professional organizations. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly at legal@spaarke.com if you suspect unauthorized access.

You are responsible for the conduct of your authorized users (employees, contractors, or other personnel you grant access to) and for ensuring they comply with these Terms.

3. Subscriptions and fees

Paid plans are billed per the order form, statement of work, or online checkout you accept. Unless stated otherwise, fees are quoted in U.S. dollars, invoiced in advance, and due within thirty (30) days of the invoice date. Fees are non-refundable except as expressly provided in these Terms. You are responsible for any applicable taxes other than taxes on our net income.

Subscriptions automatically renew for successive terms equal to the prior term unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date. We may adjust pricing at renewal with at least thirty (30) days’ notice.

4. Customer data and ownership

“Customer Data” means content, documents, records, and other information that you or your users submit to, or that the Service processes on your behalf within, your Microsoft 365 tenant in connection with the Service. As between you and Spaarke, you retain all rights, title, and interest in Customer Data. We claim no ownership of Customer Data.

You grant Spaarke a limited, non-exclusive license to access, process, transmit, and display Customer Data solely to provide and support the Service for you, to maintain security and integrity, and to comply with law. We do not sell Customer Data, do not use Customer Data to advertise to you or anyone else, and do not use Customer Data to train foundation AI models. See the Privacy Policy for additional detail on how we handle data.

5. License to use the Service

Subject to these Terms and your payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term for your internal business purposes. We retain all rights in the Service, including the underlying software, models, prompts, templates, documentation, and trademarks. Nothing in these Terms transfers any of those rights to you except as expressly stated.

If you provide feedback, suggestions, or feature requests, you grant us a perpetual, royalty-free license to use that feedback to improve the Service. Feedback never includes Customer Data.

6. Acceptable use

You agree not to:

• use the Service in violation of applicable law, including export controls, sanctions, privacy laws, or rules of professional conduct;
• upload Customer Data you do not have the right to upload, or that infringes third-party rights;
• attempt to reverse engineer, decompile, or extract the source code, models, or weights underlying the Service, except to the extent applicable law expressly permits;
• use the Service to build a competing product, to benchmark for public comparison without our written consent, or to scrape its outputs at scale;
• interfere with the Service’s security, integrity, or availability, or attempt to access data belonging to other customers;
• use the Service to generate unlawful, defamatory, or intentionally misleading content, or to make automated decisions about individuals that produce legal or similarly significant effects without appropriate human review.

We may suspend access to the Service if continued use poses a material risk to other customers, to the Service, or to us, or if we reasonably believe use violates these Terms. We will give notice and an opportunity to cure where reasonably practicable.

7. AI features

The Service includes AI-assisted features, including features built on Spaarke Foundry IQ and the Microsoft Agent Framework, with surfaces in Microsoft Power Platform and Microsoft 365 (including Microsoft 365 Copilot, Word, Outlook, and Teams). These features may summarize documents, classify matters, suggest related content, and answer questions grounded in your Customer Data. Outputs are generated by statistical models and may be inaccurate, incomplete, or out of date. AI outputs are not legal advice, and you are responsible for reviewing them before relying on them or acting on them.

Customer Data is not used to train Spaarke’s or any third party’s foundation models. Prompts and grounding content sent to underlying model providers are processed under enterprise-grade agreements (including the Azure OpenAI Service data handling commitments and Microsoft Copilot enterprise data protection terms) that prohibit training on customer inputs. Where your plan supports it, you may select among approved enterprise models and configure region or tenant-bound processing.

Where required by the EU AI Act, comparable U.S. federal or state AI regulation, or applicable rules of professional conduct, you are responsible for disclosing AI use to your clients, providing human oversight, and maintaining records of AI-assisted decisions. We provide tooling to support these obligations but do not discharge them on your behalf.

8. Microsoft 365 and third-party dependencies

Spaarke is an application-layer ISV solution. The Service stores Customer Data inside your own Microsoft 365 tenant, primarily in Microsoft Dataverse and SharePoint Embedded, and relies on Microsoft Entra ID for identity and Microsoft Azure for compute and AI services. Your use of those Microsoft services is governed by your own agreements with Microsoft, including the Microsoft Product Terms, the Microsoft Online Services Terms, and the Data Protection Addendum. Those agreements, not these Terms, govern Microsoft’s handling of your tenant and the data within it.

You are responsible for maintaining valid Microsoft licenses sufficient to use the Service. We are not responsible for outages, data loss, security incidents, or feature changes that originate in Microsoft services or other third-party platforms outside our control. Where a Microsoft incident affects your use of the Service, we will provide reasonable assistance and information.

9. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that should reasonably be understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms and will protect it with at least the same care it uses for its own confidential information, and no less than a reasonable standard of care. Customer Data is your Confidential Information. These obligations do not apply to information that is public through no fault of the receiving party, was already known without restriction, is independently developed, or is rightfully received from a third party without confidentiality obligations.

10. Security and privacy

We maintain administrative, technical, and physical safeguards designed to protect the Service and Customer Data, including encryption in transit and at rest, least-privilege access controls, audit logging, and a documented incident response program. Because Customer Data resides in your tenant, much of the security posture is shared with you and Microsoft. Our handling of personal data, including with respect to GDPR and CCPA, is described in the Privacy Policy. Customers subject to GDPR or similar regimes may request our standard Data Processing Addendum at legal@spaarke.com.

11. Warranties and disclaimers

Each party represents that it has the authority to enter into these Terms. We will provide the Service in a professional manner consistent with generally accepted industry standards. Your exclusive remedy for a breach of that commitment is for us to re-perform the affected services or, if we cannot do so within a reasonable time, to refund unused fees for the affected period.

Except as expressly stated in these Terms, the Service is provided “as is.” We disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, or that AI outputs will be accurate or complete. The Service is not a substitute for the independent professional judgment of a qualified lawyer, and using it does not create an attorney-client relationship with Spaarke.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility. Each party’s total cumulative liability arising out of or relating to these Terms will not exceed the fees you paid to us for the Service in the twelve (12) months preceding the event giving rise to the claim. These limits do not apply to your payment obligations, to a party’s indemnification obligations, or to liability that cannot be limited under applicable law.

13. Indemnification

We will defend you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in settlement. If the Service becomes, or in our view is likely to become, the subject of an infringement claim, we may modify the Service, procure rights for you to continue using it, or terminate the affected subscription and refund prepaid unused fees. We have no obligation for claims arising from Customer Data, from combinations of the Service with items we did not provide, or from use after we asked you to stop.

You will defend us against third-party claims arising from Customer Data, from your or your users’ use of the Service in violation of these Terms or applicable law, and from your advice or services to your own clients.

The indemnifying party’s obligations are conditioned on prompt notice, sole control of defense and settlement (subject to the indemnified party’s reasonable approval where its interests are affected), and reasonable cooperation.

14. Term and termination

These Terms apply for the duration of your subscription and any renewal terms. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice. Either party may terminate immediately on written notice if the other becomes insolvent or subject to bankruptcy proceedings. We may suspend or terminate access for non-payment after notice and a reasonable opportunity to cure.

On termination, your right to use the Service ends. Because Customer Data lives in your Microsoft 365 tenant, it remains under your control. We will, at your written request made within thirty (30) days of termination, deactivate the Service’s access to your tenant and remove Spaarke-managed configuration. Sections that by their nature should survive (including ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) will survive termination.

15. Modifications

We may update these Terms from time to time. If we make a material change, we will give reasonable notice — for example, by email to your account contact or by a notice in the Service — before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you may terminate your subscription as of the effective date and receive a pro-rata refund of prepaid unused fees for the affected period.

16. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute that is not subject to arbitration or that requires injunctive relief. Either party may seek equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

17. General

These Terms, together with any order form, statement of work, and referenced policies, are the entire agreement between you and us regarding the Service and supersede prior or contemporaneous agreements on the same subject. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party’s failure to enforce a right is a waiver of that right. You may not assign these Terms without our consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of Spaarke. Notices to us must be sent to legal@spaarke.com. Neither party is liable for delays or failures caused by events beyond reasonable control.

18. Contact

Questions about these Terms? Email legal@spaarke.com or use our contact form.