TrailSpark Terms of Service

These Terms of Service ("Terms") govern your access to and use of the TrailSpark software-as-a-service platform, websites, and related services (collectively, the "Service") provided by Trailspark, LLC ("TrailSpark," "we," "us," or "our").

By creating an account, clicking "I agree," or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and "you" refers to that entity.

If you do not agree to these Terms, do not use the Service.

1. Eligibility and Account Registration

1.1 Business Use Only. The Service is intended for use by businesses and organizations, not individual consumers acting for personal purposes. By using the Service, you represent that you are using it on behalf of a business.

1.2 Account Information. You must provide accurate, current, and complete information when creating an account and keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

1.3 Unauthorized Use. You must promptly notify us if you become aware of any unauthorized access to or use of your account.

2. Subscriptions, Billing, and Automatic Renewal

2.1 Subscriptions. Access to certain features of the Service requires a paid subscription ("Subscription"). We may offer different plans, including monthly and annual options, with different features and usage limits.

2.2 Trial and Free Tiers. We may offer a free trial or free tier at our discretion. Any such offer is subject to these Terms and any additional conditions we specify. At the end of a trial period, your Subscription may automatically convert to a paid plan if you provide payment details and do not cancel, as described at signup.

2.3 Billing and Payment.

• You authorize us and our payment processor to charge all applicable fees to the payment method you provide.
• You are responsible for keeping your payment information current and accurate.
• All fees are payable in the currency specified at checkout.

2.4 Refund Policy.

• Monthly Subscriptions: All monthly Subscription fees are non-refundable, including for partial months, downgrades, or unused access.
• Annual Subscriptions (30-Day Money-Back): If you purchase or renew an annual Subscription, you may cancel and request a full refund within 30 days from the charge date for that annual term. After this 30-day period, annual Subscription fees are non-refundable.
• Any refunds are limited to the fees actually paid for the applicable Subscription term and will be processed to the original payment method where possible.

2.5 Automatic Renewal.

• Monthly plans automatically renew each month.
• Annual plans automatically renew each year.
• The renewal term will be the same length as the initial term unless otherwise stated.
• By subscribing, you authorize recurring charges to your payment method until you cancel as described in these Terms.

2.6 Price Changes.

• We may change fees or introduce new charges upon at least 30 days' prior notice for renewal terms.
• Fee changes will not apply retroactively to a current prepaid term.
• If you do not agree to a price change, you must cancel your Subscription before the end of your current term.

2.7 Cancellation.

• You may cancel your Subscription at any time via your account settings or by contacting us as described on the Service.
• Cancellation takes effect at the end of your current billing period (or upon processing of an eligible refund for annual plans within the 30-day refund window).
• Except for the annual 30-day money-back guarantee described above, we do not provide refunds or credits for partial billing periods, downgrades, or unused access.

2.8 Taxes. Fees are exclusive of any taxes, duties, or levies. You are responsible for all applicable taxes (except those based on our net income), and such taxes may be charged on your invoice as required.

3. Permitted Use, Restrictions, and Acceptable Use

3.1 License to Use the Service. Subject to these Terms and timely payment of all applicable fees, TrailSpark grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your Subscription term for your internal business purposes.

3.2 Prohibited Conduct. You agree that you will not, and will not permit any third party to:

• Use the Service for any unlawful purpose, or in violation of any applicable laws or regulations.
• Attempt to gain unauthorized access to the Service or its related systems or networks.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas of the Service, except to the extent such restriction is prohibited by law.
• Bypass or circumvent security measures, usage limits, or access controls.
• Use the Service to build a competing product or service, or to systematically copy any features, functions, or graphics of the Service.
• Use the Service to transmit spam or unsolicited communications, or to store or transmit defamatory, obscene, fraudulent, infringing, or otherwise objectionable content.
• Use the Service in a manner that interferes with or disrupts the integrity or performance of the Service or others' use of it, including abusive or excessive load, automated scraping, or abusive API calls.

3.3 Abuse and Fraud. We may suspend or terminate access to all or part of the Service immediately if we reasonably suspect abusive behavior, fraudulent activity, or a material violation of these Terms.

4. Customer Data, Privacy, and Data Processing

4.1 Customer Data Defined. "Customer Data" means any data, content, or materials that you or your authorized users submit, transmit, or make available to the Service, including data transmitted through integrations, APIs, webhooks, or automated connections configured by you or on your behalf. TrailSpark does not claim ownership of Customer Data.

4.2 License to Customer Data. You grant TrailSpark a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Data as reasonably necessary to:

• Provide and maintain the Service;
• Ensure security and integrity;
• Comply with applicable law; and
• Perform analytics and improve the Service as described below.

4.3 Your Data Responsibilities and Representations. You represent and warrant that:

• You have all necessary rights, consents, and legal bases required under applicable data protection laws (including, where applicable, the EU General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act ("CCPA"), and any other applicable privacy or data protection legislation) to collect, share, and permit TrailSpark to process Customer Data as described in these Terms.
• You have provided all required notices to, and obtained all required consents from, individuals whose personal data is included in Customer Data, including notice that behavioral, product usage, and engagement data may be transmitted to and processed by third-party services such as TrailSpark.
• Customer Data does not and will not violate any applicable law, regulation, or third-party right, including intellectual property, privacy, or publicity rights.

4.4 Data Processing Roles. To the extent Customer Data includes personal data, TrailSpark processes such data as a data processor (or "service provider" under CCPA) on your behalf, and you act as the data controller (or "business" under CCPA). The specific terms governing TrailSpark's processing of personal data on your behalf are set forth in our Data Processing Agreement ("DPA"), available at https://www.trailspark.ai/dpa, which is incorporated by reference into these Terms. In the event of a conflict between the DPA and these Terms with respect to data processing, the DPA will control.

4.5 Sub-Processors. TrailSpark uses third-party sub-processors to assist in providing the Service, including cloud infrastructure providers, AI/machine learning service providers, and analytics tools. A current list of sub-processors is maintained in Annex D of our DPA, available at https://www.trailspark.ai/dpa. We will provide at least 30 days' prior notice before engaging a new sub-processor that processes Customer Data, via email or by updating the DPA. If you object to a new sub-processor on reasonable data protection grounds, you may notify us in writing within 15 days of receiving notice, and the parties will work in good faith to resolve the concern. If no resolution is reached, you may terminate the affected Subscription upon written notice, and we will provide a pro-rata refund of any prepaid, unused fees for the remainder of the then-current term.

4.6 Usage Data and Aggregation. We may collect and use technical and usage data about your use of the Service (for example, performance metrics, feature usage, and configuration) for:

• Operating, maintaining, and improving the Service;
• Developing new features; and
• Creating aggregated, de-identified statistics and benchmarks that do not identify you or your users.

Upon termination of these Terms, TrailSpark will cease deriving new aggregated or de-identified data from your Customer Data. Aggregated or de-identified data created prior to termination, from which neither you nor your users can be identified, may be retained and used by TrailSpark.

4.7 Data Processing Practices. The Service may store behavioral signals associated with unidentified or anonymous users and later associate those signals with identified individuals or accounts when a matching identifier becomes available ("identity resolution"). This practice is described further in our Privacy Policy. You are responsible for ensuring that your privacy notices to end users adequately disclose this type of processing.

4.8 International Data Transfers. If Customer Data is transferred from a jurisdiction that restricts cross-border data transfers (including the European Economic Area, the United Kingdom, or Switzerland) to a jurisdiction that does not provide an adequate level of data protection, such transfers will be governed by appropriate safeguards as set forth in the DPA, which may include Standard Contractual Clauses or other transfer mechanisms approved under applicable law.

4.9 Privacy Policy. Our collection and use of personal data are further described in our Privacy Policy, available at https://www.trailspark.ai/privacy, which is incorporated by reference into these Terms. By using the Service, you also agree to the Privacy Policy.

4.10 Sensitive Data. The Service is not designed to process certain categories of highly regulated data (e.g., health information protected under HIPAA; payment card numbers outside of secure payment processors; special categories of personal data under GDPR Article 9, such as racial or ethnic origin, biometric data, or data concerning health). You are responsible for not submitting such data to the Service unless we expressly agree in writing.

5. AI-Powered Features and Automated Processing

5.1 Nature of AI Outputs. The Service uses artificial intelligence and machine learning technologies, including large language models, to evaluate leads, generate scores, produce explanations, and provide recommendations (collectively, "AI Outputs"). AI Outputs are generated algorithmically based on the data and context available to the Service at the time of evaluation. AI Outputs are provided as informational tools and recommendations only.

5.2 No Guarantee of Accuracy. TrailSpark does not warrant or guarantee the accuracy, completeness, reliability, or suitability of any AI Output for any particular purpose. AI Outputs may contain errors, reflect incomplete data, or produce inconsistent results. Scores and recommendations may change as new data becomes available or as the underlying models are updated.

5.3 Your Responsibility for Decisions. You are solely responsible for any decisions or actions taken based on AI Outputs, including decisions relating to lead prioritization, sales outreach, marketing campaigns, hiring, or resource allocation. The Service is not a substitute for human judgment, and you should independently verify AI Outputs before relying on them for material business decisions.

5.4 Feedback and Model Improvement. The Service may allow you to provide feedback on AI Outputs (for example, marking a score as correct or incorrect). Such feedback is used to improve scoring accuracy for your account. Aggregated, de-identified patterns derived from feedback across customers may also be used to improve the Service generally, consistent with Section 4.6.

5.5 Compliance with AI Regulations. You are responsible for ensuring that your use of the Service, including any reliance on AI Outputs, complies with applicable laws and regulations governing automated decision-making in your jurisdiction.

6. Security and Breach Notification

6.1 Our Responsibilities. We will use commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of the Service and Customer Data.

6.2 Your Responsibilities.

• You are responsible for maintaining appropriate security measures for your systems and devices that access the Service.
• You must ensure that your users keep their login credentials secure and do not share them.

6.3 Breach Notification. In the event TrailSpark becomes aware of a confirmed security breach that results in the unauthorized access, acquisition, or disclosure of Customer Data ("Security Incident"), we will:

• Notify you without unreasonable delay, and in any event within 72 hours of confirming the Security Incident, to the extent required by applicable law;
• Provide reasonable details about the nature of the Security Incident, the categories and approximate volume of data affected (to the extent known), and the measures taken or proposed to address the incident; and
• Cooperate reasonably with your investigation and any legally required notifications to affected individuals or regulatory authorities.

Notification of a Security Incident is not an acknowledgment of fault or liability by TrailSpark.

7. Service Availability, Maintenance, and Third-Party Providers

7.1 Availability. We aim to provide the Service on a continuous basis but do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our reasonable control.

7.2 No Guaranteed SLA. Unless expressly agreed in a separate written service level agreement, we do not provide any guaranteed service-level commitments, uptime guarantees, or credits.

7.3 Third-Party Providers and Infrastructure.

• The Service may rely on third-party infrastructure, hosting providers, APIs, and other vendors (for example, cloud platforms, data centers, or integration partners).
• We are not responsible or liable for any unavailability, interruption, data loss, or degradation of the Service caused by: outages or failures of third-party providers or infrastructure; Internet access issues, network failures, or other telecommunications problems outside our reasonable control; or acts or omissions of third-party service providers integrated with, or used in connection with, the Service.

7.4 Changes to the Service. We may modify or discontinue features or components of the Service from time to time, provided that such changes do not materially reduce the core functionality of your active Subscription level during its then-current term. For material changes, we will use reasonable efforts to provide at least 30 days' advance notice.

8. Third-Party Services

The Service may integrate with or rely on third-party products, services, or platforms (such as CRM systems, email providers, or data tools). Your use of any third-party service is governed by that provider's terms, not these Terms. We are not responsible for third-party services or how they handle your data. You are responsible for reviewing and complying with the terms and privacy practices of any third-party service you connect to the Service.

9. Intellectual Property

9.1 TrailSpark IP. TrailSpark and its licensors own all rights, title, and interest in and to the Service, including all software, AI models, algorithms, design, features, enhancements, and related intellectual property, excluding Customer Data and third-party content.

9.2 Feedback. If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback into the Service without restriction or obligation to you.

10. Confidentiality

10.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including business plans, product information, pricing, and security details. Customer Data is your Confidential Information.

10.2 Obligations. Each party will:

• Use the other party's Confidential Information only as necessary to perform under these Terms; and
• Protect it using at least reasonable care, and in no event less than the care it uses to protect its own confidential information of a similar nature.

10.3 Exclusions. Confidential Information does not include information that:

• Is or becomes public through no fault of the receiving party;
• Was known to the receiving party before disclosure without a duty of confidentiality;
• Is received from a third party without a duty of confidentiality; or
• Is independently developed without use of the disclosing party's Confidential Information.

10.4 Required Disclosure. A party may disclose Confidential Information if required by law or court order, provided it gives reasonable prior notice (where legally permitted) to allow the other party to seek protective measures.

11. Term and Termination

11.1 Term. These Terms apply from the date you first accept them and continue until your Subscription and all access to the Service are terminated.

11.2 Termination by You. You may terminate your account and Subscription at any time via your account settings, effective at the end of the current billing period (or upon processing of an eligible annual refund within the 30-day window).

11.3 Termination or Suspension by TrailSpark. We may suspend or terminate your access to the Service if:

• You fail to pay fees when due;
• You materially breach these Terms and do not cure within 30 days after written notice; or
• We reasonably determine that your use poses a security risk, legal liability, or potential harm to the Service or others.

11.4 Effect of Termination.

• Upon termination or expiration, your right to access the Service will end.
• Data Export Period. For a period of 30 days following the effective date of termination or expiration ("Export Period"), TrailSpark will make Customer Data available for export through the Service's standard export functionality or API. You are responsible for exporting or backing up your Customer Data during the Export Period.
• After the Export Period, we may delete or anonymize Customer Data in accordance with our standard data retention practices. We may retain limited copies of Customer Data as required for backup, legal compliance, or legitimate operational purposes (such as resolving disputes), after which such data will be deleted or anonymized.
• Sections that by their nature should survive termination will survive, including Sections 4 (Customer Data, Privacy, and Data Processing), 5 (AI-Powered Features, to the extent applicable to prior use), 9 (Intellectual Property), 10 (Confidentiality), 11.4 (Effect of Termination), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15 (Governing Law and Binding Arbitration), and 16 (Miscellaneous).

12. Disclaimers

To the maximum extent permitted by law:

• The Service is provided on an "as is" and "as available" basis.
• We disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• We do not warrant that the Service will be error-free, uninterrupted, secure, or that it will meet your performance, revenue, or other business expectations.
• Without limiting the foregoing, we do not warrant the accuracy, reliability, or completeness of any AI-generated scores, explanations, or recommendations produced by the Service.

You remain solely responsible for your business decisions and outcomes, including any actions taken in reliance on AI Outputs.

13. Limitation of Liability

To the maximum extent permitted by law:

13.1 Exclusion of Certain Damages. Neither party will be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenues, data, or goodwill, arising out of or related to these Terms or the use of the Service, even if advised of the possibility of such damages.

13.2 Cap on Liability. Each party's total aggregate liability arising out of or relating to these Terms or the Service will not exceed the amount you paid to TrailSpark for the Service in the 12 months preceding the event giving rise to the claim.

13.3 Exceptions. The above limitations do not apply to: (a) liability that cannot be excluded or limited under applicable law; (b) your payment obligations under Section 2; (c) either party's indemnification obligations under Section 14; or (d) either party's breach of Section 10 (Confidentiality) involving willful misconduct or gross negligence.

14. Indemnification

14.1 Your Indemnification of TrailSpark. You agree to indemnify, defend, and hold harmless TrailSpark and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service in violation of these Terms or applicable law;
• Customer Data, including allegations that Customer Data infringes or misappropriates any third-party right, or that your collection or sharing of Customer Data violates applicable data protection laws; or
• Your business's products, services, or practices.

14.2 TrailSpark's Indemnification of You (IP Indemnity). TrailSpark will indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claim that the Service, as provided by TrailSpark and used in accordance with these Terms, infringes or misappropriates such third party's patent, copyright, or trade secret rights ("IP Claim"), provided that:

• You promptly notify TrailSpark in writing of the IP Claim;
• You grant TrailSpark sole control of the defense and settlement of the IP Claim (provided TrailSpark may not settle in a manner that imposes obligations on you without your prior written consent); and
• You provide reasonable cooperation at TrailSpark's expense.

14.3 Remedies for IP Claims. If the Service becomes, or in TrailSpark's reasonable opinion is likely to become, the subject of an IP Claim, TrailSpark may at its option and expense: (a) procure the right for you to continue using the Service; (b) modify or replace the infringing component to make it non-infringing while maintaining materially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Subscription and refund any prepaid, unused fees for the remainder of the then-current term.

14.4 Exclusions from IP Indemnity. TrailSpark's indemnity obligations under Section 14.2 do not apply to claims arising from: (a) Customer Data or any content you provide; (b) your modification of the Service or combination of the Service with products, services, or data not provided by TrailSpark; (c) your use of the Service in violation of these Terms; or (d) your continued use of a version of the Service after TrailSpark has provided a non-infringing replacement.

15. Changes to Terms

We may update these Terms from time to time. If we make material changes, we will provide at least 30 days' prior notice via email or in-app notification before the changes take effect. Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of them. If you do not agree to the updated Terms, you must stop using the Service and cancel any active Subscription before the effective date of the changes.

16. Governing Law and Binding Arbitration

16.1 Governing Law. These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules.

16.2 Agreement to Arbitrate. You and TrailSpark agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") will be resolved exclusively and finally by binding arbitration, except as provided in Section 16.5 (Exceptions).

16.3 Arbitration Rules and Forum.

• The arbitration will be administered by a reputable arbitration provider (such as the American Arbitration Association ("AAA") or JAMS) under its applicable commercial arbitration rules.
• The arbitration will be conducted by a single arbitrator.
• The seat and location of arbitration will be King County, Washington, unless both parties agree otherwise.
• The language of the arbitration will be English.

16.4 Arbitration Procedure and Award.

• The arbitrator will have the authority to award any remedies available under applicable law, subject to the limitations in these Terms.
• The arbitrator's award will be final and binding, and judgment on the award may be entered in any court having jurisdiction.

16.5 Exceptions: Small Claims and Injunctive Relief.

• Either party may bring an individual action in small claims court in King County, Washington (or another venue with jurisdiction) instead of arbitration.
• Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

16.6 Class Action Waiver. You and TrailSpark agree that any Dispute will be resolved only on an individual basis and not as a class, collective, or representative action. The arbitrator may not consolidate or join the claims of multiple parties.

16.7 Waiver of Jury Trial. To the extent any Dispute is permitted to proceed in court rather than arbitration, you and TrailSpark waive any right to a jury trial.

17. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent such delay or failure is caused by events beyond the affected party's reasonable control, including natural disasters, pandemics, epidemics, acts of government, war, terrorism, civil unrest, labor disputes, power or telecommunications failures, denial-of-service attacks, or failures of third-party infrastructure or services. The affected party will use reasonable efforts to mitigate the impact and will promptly notify the other party. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Subscription upon written notice, and TrailSpark will provide a pro-rata refund of any prepaid, unused fees.

18. Miscellaneous

• Entire Agreement. These Terms, together with any order forms, the DPA, and our Privacy Policy, constitute the entire agreement between you and TrailSpark regarding the Service and supersede all prior or contemporaneous agreements relating to the same subject matter.
• Order of Precedence. If there is a conflict between these Terms and an order form, DPA, or separately signed written agreement, the order form, DPA, or written agreement will control with respect to the subject matter of that document.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or to an affiliate, provided that the assignee agrees to be bound by these Terms.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
• No Waiver. Our failure to enforce any provision will not be a waiver of our right to do so later.
• Notices. We may provide notices by email to the address associated with your account, by in-app messages, or by posting on the Service. Notices to TrailSpark must be sent to privacy@trailspark.ai. You are responsible for keeping your contact information current.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.