1. General
These Terms of Sale govern the sale of consulting services ("Services") by Spark No. 9 LLC ("the Company") to you ("the Client"). By purchasing Services, the Client agrees to be bound by these Terms of Sale.
2. Services
The Company agrees to provide the Services to the Client as described in the Service Agreement and accompanying Statement of Work. The Company reserves the right to refuse service to anyone for any reason at any time. The Company may assess a weekly additional fee for project timelines in excess of specified estimate for delays not directly caused by Company, including but not limited to delays in set-up within Client's technical environment and feedback cycles on strategy and creative for testing.
3. Payment
Payment for Services is due within 30 days of the receipt of invoice. The Company reserves the right to suspend or terminate Services if payment is not received within 45 days of the invoice date.
4. Confidentiality
Both parties agree to keep all confidential information received from the other party, confidential and to use it strictly for the purposes of this agreement.
5. Liability
The Company's liability for any claim relating to the Services provided will be limited to the amount paid by the Client for the Services.
6. Intellectual Property
All intellectual property rights, including copyrights, developed or used in connection with the Services, shall remain the property of the respective Party that owned them before the Agreement, unless otherwise specified in writing. The following provisions apply specifically to Spark No. 9’s proprietary tool, Sparky, and any Services delivered through it.
6.1 Spark No. 9 Intellectual Property
As between the parties, Spark No. 9 retains all right, title, and interest, including all intellectual property rights, in and to:“Sparky”—the insight-gathering tool, software, application programming interfaces (APIs), user interfaces, and dashboard layouts;All underlying source code, object code, databases, and technical methodologies; andAll AI model configurations, custom system instructions, system behaviors, and engineered prompts (collectively, the “Spark No. 9 Technology”).Except for the limited right to use the tool granted herein, nothing in this Agreement transfers any ownership or proprietary right in the Spark No. 9 Technology to the Client.
6.2 Client Inputs and Data
Client retains all right, title, and interest in and to all data, text, files, or other materials submitted, pasted, or uploaded into the tool by the Client or its authorized users (collectively, “Client Inputs”). Client grants Spark No. 9 a limited, non-exclusive, worldwide, royalty-free license to host, transmit, and process Client Inputs solely for the purpose of providing the services and generating insights for the Client. Client represents and warrants that it has all rights, licenses, and permissions necessary to submit the Client Inputs for processing as contemplated herein, and shall indemnify, defend, and hold harmless Spark No. 9 and its officers, employees, and agents from and against any claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to Client’s breach of this representation or any claim that the Client Inputs infringe or misappropriate any third-party intellectual property or proprietary rights.
6.3 Ownership of Insights and Deliverables
Subject to Client’s full payment of all applicable fees, Spark No. 9 hereby assigns to Client all right, title, and interest in and to the specific reports, summaries, data extractions, and analytical insights generated by the tool directly from the Client’s Inputs (collectively, the “Resulting Insights”).To the extent that the Resulting Insights incorporate elements of Spark No. 9 Technology (such as standardized report templates, formatting structures, or proprietary benchmarking metrics), such Spark No. 9 Technology is not transferred to the Client, but is instead licensed to the Client under a perpetual, worldwide, non-exclusive, royalty-free license to use solely as part of the Resulting Insights.
6.4 Anti-Reverse Engineering & Prohibited Uses
Client agrees that it shall not, and shall not permit any authorized user or third party to, directly or indirectly:Reverse engineer, decompile, disassemble, or otherwise attempt to derive or extract the source code, object code, underlying logic, or algorithmic structures of the Spark No. 9 Technology;Replicate, copy, or recreate the tool’s behavior, custom workflows, or system instructions;Attempt to extract, harvest, or circumvent security measures to discover the engineered prompts or underlying AI configurations utilized by Spark No. 9; orModify, adapt, translate, or create derivative works based on the Spark No. 9 Technology.
6.5 Third-Party AI Infrastructure Disclosure
Client acknowledges that Sparky operates on and transmits Client Inputs to third-party artificial intelligence infrastructure, which may include large language model providers such as Anthropic, PBC. Spark No. 9 does not control the underlying AI models and makes no representations or warranties regarding their behavior, outputs, or data handling practices. Client Inputs transmitted to third-party AI providers are subject to such providers’ applicable terms of service and privacy policies, which Spark No. 9 will identify upon written request. Spark No. 9 shall not be liable for any acts or omissions of third-party AI providers with respect to Client Inputs.6.6 Data Retention and DeletionSpark No. 9 will retain Client Inputs only for as long as reasonably necessary to perform the Services and deliver the Resulting Insights. Upon written request following the conclusion of an engagement, Spark No. 9 will use commercially reasonable efforts to delete or destroy Client Inputs from its own systems within thirty (30) days, except to the extent retention is required by applicable law or as part of routine backup procedures. Spark No. 9 does not warrant the deletion of Client Inputs from third-party AI provider systems, which are governed by such providers’ own retention and deletion policies.
7. Governing Law
These Terms of Sale and any separate agreements whereby Company provides Services to Client shall be governed by and construed in accordance with the laws of the state of New York.
8. Changes to Terms of Sale
The Company reserves the right to modify these Terms of Sale at any time. Changes will be effective when posted on the Company's website.
9. Contact Information
Questions about the Terms of Sale should be sent to us at hello@sparkno9.com.