Terms of Service

Effective Date: October 12, 2025

Please read these Terms of Service ("Terms") carefully, as they govern your access to and use of our website, platform, and services. These Terms constitute a binding legal agreement between you (the "User," which includes both Buyers and Sellers) and Spartera, Inc. ("Spartera," "we," "us," or "our").

1. Acceptance of Terms and Governing Agreements

By accessing or using Spartera's website (spartera.com, marketplace.spartera.com, app.spartera.com) and services, you affirm that you are of legal age to enter into these Terms and agree to be bound by them. If you do not agree, you may not access or use our services.

  • Seller Agreements:: If you are a Seller/Partner on the Marketplace, your rights and obligations are also governed by a separate, specific agreement (the "Platform Partner Agreement" or "Custodian Services Agreement"), which supplements these general Terms. In the event of a conflict, the specific Partner agreement shall take precedence regarding revenue, data rights, and specialized liability.
  • Authority:: If you are accessing or using the services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
  • Export Compliance:: You agree to comply with all U.S. and foreign export laws and regulations. You represent and warrant that you are not on any U.S. or foreign government list of prohibited or restricted parties.

2. Description of Services

Spartera operates a digital marketplace that connects Sellers (Data Providers) with Buyers (Customers) seeking analytics, insights, and visualizations. We facilitate the transaction by providing the infrastructure for search, processing, payment, and delivery. Spartera is not a data broker; it provides a platform and, in some cases, analytics creation services.

Data Sourcing Models (Governing Liability):

  • Platform Model:: Analytics processing occurs in the Sellers' external infrastructure. Spartera acts solely as the marketplace platform and conduit.
  • Custodian Model:: Spartera hosts, manages, and performs the analytics processing on the Seller's Source Data. Spartera acts as both the platform and the analytics provider.

3. User Accounts and Responsibilities

  • Account Creation:: User accounts are created and maintained using Google and Microsoft Single Sign-On (SSO) authentication. Spartera does not manage a separate user registration process.
  • User Responsibility:: You are solely responsible for maintaining the security and confidentiality of your linked Google or Microsoft account credentials and for all activities that occur under your account. Spartera will not be liable for any losses or damages arising from unauthorized access to your account.

4. User-Generated Content and IP Safety

  • Review Submission:: Users may submit reviews, ratings, and feedback ("User Content") regarding purchased analytics or Seller performance. All User Content must comply with standard e-commerce marketplace rules and must not be false, misleading, defamatory, or violate any third-party rights.
  • License and Moderation:: By submitting User Content, you grant Spartera a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in any medium. Spartera reserves the right, but not the obligation, to remove, edit, or refuse to publish any User Content at its sole discretion for any reason, including violation of these Terms or for objectionable content.
  • Copyright Takedown Procedure:: Spartera respects the intellectual property rights of others and is committed to following all applicable laws regarding copyright infringement. If you believe any content or analytics available on the Marketplace infringes your copyright, you must submit a written request containing the following information to support@spartera.com: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the material claimed to be infringing; (c) your contact information; and (d) a statement, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner, and that the information provided is accurate. Upon receipt of a compliant notice, Spartera will take appropriate action, which may include removing or disabling access to the allegedly infringing material.

5. Prohibited Conduct and Restricted Use of Analytics

You agree to use Spartera's services and any purchased analytics in accordance with all applicable international, federal, state, and local laws and regulations. You shall not:

  • Engage in any unlawful, fraudulent, abusive, or harmful activity, as determined by Spartera.
  • Interfere with the operation, security, or integrity of our services or attempt to gain unauthorized access to our systems or other users' accounts.

Restrictions on Purchased Analytics and Content:: You shall not, directly or indirectly:

  • Competitive Use:: Use the services or purchased analytics to create any service, software, or documentation that performs substantially the same functionality as the Content or otherwise competes with or causes harm to Spartera's products, services, or other business operations.
  • AI/ML Training:: Use the services, purchased analytics, or any data or information derived therefrom, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence system, including any architectures, models, or weights.
  • Data Harvesting:: Engage in any "data mining," "deep-link," "page-scrape," "crawls," or use "bots," "spiders," or similar data gathering and extraction tools or methods in connection with the Content (through use of manual or automated means).
  • Reverse Engineering:: Disassemble, decompile, reverse-engineer, or use any other means to attempt to discover any source code, algorithms, or trade secrets underlying the services.

6. Transactions and Credits (Buyers)

  • Payment Processing:: Spartera uses Stripe as its third-party payment processor for all transactions. Spartera is not responsible for any security breaches or errors on the part of the payment processor.
  • Fees and Credits:: Spartera charges fees in the form of pre-purchased Credits, which are required to process and consume analytics on the platform. Spartera remits payments to Sellers from these credit fees according to separate agreements. Customers may purchase credits via one-time payments, bundled discounts, or subscription plans.
  • Credit Terms:: All credit purchases are final and non-refundable. Purchased Credits do not expire. Credits retain their purchased transactional value regardless of any future changes to the list price of a single Credit. Credits acquired via a subscription plan will automatically roll over from one subscription period to the next.
  • Refund Policy:: Due to the instant, high-value nature of analytical data consumption, Spartera does not offer any refunds for processed analytics or purchased credits. All sales are final. Spartera may, in its sole discretion, assist in mediating disputes between Buyers and Sellers regarding analytic quality.

7. Intellectual Property

  • Spartera's Intellectual Property:: Spartera owns all rights, title, and interest in and to its website, platform technology, code, logo, name, slogan, backend AI/engineering processes, and other intellectual property.
  • Purchased Analytics License (Buyers):: Buyers are granted a non-exclusive, non-transferable license to use the purchased insights, statistics, and visualizations primarily for their internal business purposes. If a Buyer publishes any purchased visualization or insight publicly (e.g., on a website or in communications), the Buyer must provide prominent attribution to the Seller and/or Spartera. This license is subject to the restrictions in Section 5.1.
  • Seller Content:: Sellers retain ownership of the underlying data (Source Data) they provide. Spartera is granted the necessary license to process and resell the analytical output as detailed in the separate Partner agreement.

8. Data and Privacy

Spartera's collection, use, and disclosure of user data are described in our separate Privacy Policy, which is incorporated by reference into these Terms.

  • Data Sharing:: No personal Buyer data is shared with Sellers; only anonymous, aggregated data is shared to help Sellers improve their offerings.
  • Custodian Data Management (Sellers):: For data sets provided by Sellers under the Custodian Model, Spartera acts as a Data Processor and host on behalf of the Partner (who is the Data Controller). Spartera utilizes state-of-the-art cloud technologies and best practices in Google Cloud Platform to protect this Seller Source Data.
  • No Expectation of Confidentiality:: You acknowledge that, unless otherwise agreed in a separate written Non-Disclosure Agreement, Spartera may use generalized information and feedback related to your use of the services for internal development, reporting, and marketing purposes.

9. Liability and Disclaimers

Disclaimer of Warranties:: Spartera provides its services "AS IS" and "AS AVAILABLE" without any warranties of any kind, express or implied. Spartera does not warrant that the services will be uninterrupted, error-free, secure, or free from viruses or other harmful components. Specific warranty coverage depends on the data sourcing model:

Analytic Quality and Content Responsibility:

  • Platform Model:: Spartera expressly disclaims all responsibility for the quality, accuracy, reliability, and content of analytics processed in the Seller's external infrastructure. The responsibility for the analytic output rests solely with the Seller/Data Provider.
  • Custodian Model:: Spartera is responsible for the processing execution, including the availability and security of its environment to run the data transformation logic. Spartera expressly disclaims all warranties regarding the subjective quality, commercial fitness, or objective accuracy of the final analytic output. The quality of the output is directly contingent upon the Seller's underlying Source Data, which Spartera does not warrant.

Infrastructure and Performance Responsibility:

  • Platform Model:: Spartera assumes no responsibility for the security, availability, connectivity, speeds, or latencies associated with the Seller's external infrastructure/cloud environments. This responsibility rests solely with the Seller.
  • Custodian Model:: Spartera assumes responsibility for the connectivity, speeds, and security of its own processing environment but does not warrant that the processing will be entirely uninterrupted or error-free, as services are provided using commercially reasonable efforts.

Data Loss and Corruption:: Spartera expressly disclaims any warranty regarding the loss or corruption of data or content uploaded to, stored by, or transmitted by the services, including without limitation Seller Source Data.

Limitation of Liability:: To the fullest extent permitted by law, Spartera shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including, but not limited to, loss of profits, data, or use, arising out of or in connection with your use of our services. In no event shall Spartera's total aggregate liability exceed the greater of: (i) the total amounts paid by you to Spartera for the use of the services over the six (6) months immediately prior to the date on which the applicable claim first accrued, or (ii) Ten U.S. Dollars ($10.00).

10. Indemnification

You agree to indemnify, defend, and hold harmless Spartera and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User-Generated Content or your violation of any third-party rights, including intellectual property or privacy rights.

11. Termination

Grounds for Termination:: Spartera may suspend your account and access to the services immediately for investigation or terminate your account immediately upon notice for:

  • Violation of these Terms, including the restrictions in Section 5.
  • Engaging in bad behavior, attempting to hack our systems, or other similar reasons, as determined by Spartera in its sole discretion.
  • For any other reason, or no reason, upon thirty (30) days' written notice.

Effect of Termination:: Upon termination, your account access will cease. Spartera may immediately delete your data, content, and account. Any remaining, unused, or unexpired credits will be immediately and irrevocably forfeited and voided without refund, and you expressly waive any right to such credits. Spartera may also alert authorities if warranted.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms, other than for payment obligations, for causes beyond that party's reasonable control, including, without limitation, acts of God, war, acts of terrorism, riots, embargoes, fire, flood, or other natural disaster, delays in transportation, or governmental acts.

13. Governing Law and Dispute Resolution

Governing Law:: These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.

Binding Arbitration and Class Action Waiver:: BY USING SPARTERA'S SERVICES, YOU HEREBY WILLINGLY, EXPRESSLY, AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES. Any disputes arising out of or relating to these Terms shall be resolved solely through binding arbitration in accordance with the rules of the American Arbitration Association. If arbitration is unsuccessful, litigation may be pursued in a court of competent jurisdiction in Virginia.

14. Miscellaneous

  • Modifications to Terms:: Spartera may modify these Terms at any time by posting the updated Terms on our website. Your continued use of our services after the effective date of the updated Terms constitutes your acceptance of the updated Terms.
  • Contact Information:: If you have any questions or concerns regarding these Terms of Service, please contact us at support@spartera.com.
  • Service Modifications:: Spartera reserves the right to modify, limit, suspend, or discontinue, temporarily or permanently, any feature, service, product, or any part of the Marketplace at any time, with or without notice, without liability to you.
  • Severability:: If any provision or part thereof of these Terms is wholly or partially unenforceable, the parties, or a court of competent jurisdiction, shall put in place thereof an enforceable provision that as nearly as possible reflects the original terms, and the remainder of these Terms shall continue in full force and effect.
  • Assignment:: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Spartera may assign or transfer its rights and obligations under these Terms, in whole or in part, without restriction.
  • Age and Capacity:: You represent and warrant that you are of sufficient legal age and capacity to enter into and abide by these Terms and to create binding legal obligations for any liability you may incur as a result of the use of the services.