Terms of Service

Introduction

These Terms of Service ("Terms") govern your access to and use of the ClearSpark website at clearspark.ai and the AI Adoption Hub at app.clearspark.ai (together, the "Service"), provided by HardSplash Media Inc., operating as ClearSpark AI ("ClearSpark," "we," "us").

ClearSpark also provides paid education and development services outside the Service, such as workshops, advisory engagements, and strategy sessions. Those services are governed by their own agreements and are addressed in the "Other ClearSpark services" section below.

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you may not use the Service.

Definitions

• Service. Our website, the AI Adoption Hub, and related features.
• Account. A registered user identity used to access the Adoption Hub.
• Organization. A workspace created when an account signs up, which may include additional members.
• Content. Any text, prompts, documents, outputs, or other material you submit to or generate through the Service.

Eligibility

You must be at least 16 years old to use the Service. Self-serve signup for the Adoption Hub is currently available to users in the United States and Canada. Members invited to an existing organization may join from other locations.

Accounts and credentials

You agree to provide accurate, complete, and current information when creating an account, and to keep that information up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. Notify us promptly if you become aware of any unauthorized use of your account or any other security concern.

Organizations and team use

The Adoption Hub is built for team use. When you create or join an organization, an organization administrator may have the ability to manage seats, configure settings, view organization usage, and remove members. By using the Service as part of an organization, you agree that your use of the Service is also subject to the controls and policies established by your organization administrator.

Acceptable use

You agree not to:

• Use the Service in violation of any applicable law or regulation.
• Submit Content that is unlawful, infringing, defamatory, harassing, hateful, or that exploits or endangers minors.
• Infringe the intellectual property, privacy, publicity, or other rights of any person or entity.
• Attempt to gain unauthorized access to the Service, other accounts, or any related systems or networks.
• Interfere with or disrupt the integrity or performance of the Service, including by introducing malware or by probing, scanning, or testing the vulnerability of the Service without our written authorization.
• Use the Service to develop or train competing products, to scrape or systematically extract data, or to circumvent any usage limits, access restrictions, or security controls.
• Misrepresent your identity or your affiliation with any person or organization.
• Use the Service to send spam, unsolicited messaging, or other abusive communications.

Your content

You retain ownership of the Content you submit to the Service. You grant ClearSpark a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, and otherwise process your Content as needed to operate, secure, and improve the Service and to provide it to you and your organization. This license ends when you delete the relevant Content or close your account, except to the extent we are required to retain Content to comply with legal obligations or for legitimate backup, security, or audit purposes.

You are responsible for the Content you submit and for ensuring that you have the right to submit it. How information you provide is collected, used, and shared is described in our Privacy Policy.

AI-generated output

The Adoption Hub uses artificial intelligence to generate suggestions, drafts, summaries, and other outputs based on the inputs you provide. AI-generated outputs may be incomplete, inaccurate, or inappropriate for your situation, and similar inputs from different users may produce similar or identical outputs.

You are responsible for reviewing AI-generated outputs before relying on or sharing them. The Service is provided for general business productivity and learning purposes, and outputs are not professional legal, financial, tax, medical, or other regulated advice. Do not use the Service to make decisions that require such advice without independent verification by a qualified professional.

Subscriptions and billing

Some features of the Adoption Hub are available only on paid subscription plans. By subscribing, you authorize us (or our payment processor) to charge the applicable fees, taxes, and other charges to the payment method you provide. Subscriptions renew automatically at the end of each billing period at the then-current rates unless cancelled before the end of the period.

You can cancel a subscription at any time from within the Adoption Hub. Cancellation takes effect at the end of the current billing period, and access continues until that date. Except where required by law, fees already paid are non-refundable, and we do not provide refunds or credits for partial periods, unused seats, or unused credits.

We may change subscription pricing or features for future billing periods. We will provide advance notice of any material change. Subscriptions to the Adoption Hub are separate from any fees for ClearSpark services purchased under a separate agreement; cancelling a subscription does not affect those engagements, and vice versa.

Other ClearSpark services

• ClearSpark offers paid education and development services (such as workshops, advisory engagements, and strategy sessions) that are separate from the Service.
• Those services are governed by their own agreements, such as a service agreement, statement of work, or registration terms, which take precedence over these Terms for that engagement.
• If you register or pay for one of those services through the Service, the applicable terms will be presented before you commit. Information you provide as part of those engagements is handled in line with our Privacy Policy and any engagement-specific privacy terms.

Intellectual property

The Service, including its software, design, content (other than Content submitted by users), trademarks, and other materials, is owned by ClearSpark and its licensors and is protected by applicable intellectual property laws. Except for the rights expressly granted to you in these Terms, ClearSpark reserves all rights, title, and interest in and to the Service.

If you provide feedback, suggestions, or ideas about the Service, you grant ClearSpark a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without obligation to you.

Suspension and termination

We may suspend or terminate your access to the Service, in whole or in part, if you breach these Terms, if your use of the Service poses a risk to ClearSpark, other users, or third parties, or if we are required to do so by law. Where reasonable, we will provide notice and an opportunity to address the issue before suspension or termination.

You may stop using the Service at any time and may delete your account from within the Adoption Hub. Provisions that by their nature should survive termination (such as ownership, fees already incurred, disclaimers, limitations of liability, indemnification, and dispute-resolution provisions) will survive.

Disclaimers

The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, ClearSpark disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and quiet enjoyment. We do not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, or that any results obtained from the Service will meet your requirements.

Information provided through the Service, including AI-generated output and any educational or reference content, is for general informational purposes only. Reliance on any information from the Service is at your own risk.

Limitation of liability

To the maximum extent permitted by law, ClearSpark and its directors, employees, contractors, and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or relating to your access to or use of, or inability to access or use, the Service.

Our aggregate liability for any claim arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amount you paid to ClearSpark for the Service in the twelve months immediately before the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100). The foregoing limitations apply even if any remedy fails of its essential purpose.

Indemnification

You agree to defend, indemnify, and hold harmless ClearSpark and its directors, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to (a) your use of the Service, (b) your Content, or (c) your breach of these Terms.

Governing law

These Terms are governed by the laws of British Columbia, Canada and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-laws principles. You agree to the exclusive jurisdiction of the courts located in Vancouver, British Columbia for any dispute arising out of or relating to these Terms or the Service, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

Time to file claims

Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action arises. Otherwise, the claim is permanently barred.

Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date above and provide additional notice where appropriate (such as a notice in the product or by email). Your continued use of the Service after a change becomes effective means you accept the updated Terms.

Privacy

Your use of the Service is also subject to our Privacy Policy, which describes how we collect, use, and share information.

Miscellaneous

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and ClearSpark regarding the Service. Our failure to enforce any provision of these Terms is not a waiver of that provision. If any provision is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable. You may not assign or transfer these Terms without our prior written consent; we may assign these Terms without restriction.

Contact

For questions about these Terms, or to send feedback or support requests, please reach out through our chat page or contact:

• HardSplash Media Inc. (operating as ClearSpark AI)
• 170 - 422 Richards St, Vancouver, BC, Canada V6B 2Z4
• info@clearspark.ai