Terms of Service

The agreement

Sparwise is provided by Northshore Dispatch, LLC (“Sparwise”, “we”, “us”). These Terms of Service (the “Terms”) govern access to our website at getsparwise.com and the Sparwise app at app.getsparwise.com (together, the “Service”).

The Service is for businesses. The person who accepts these Terms does so on behalf of a company or other organization (the “Customer”, “you”) and confirms they have authority to bind it. If you don’t have that authority, or don’t agree, don’t use the Service. If the Customer has signed a separate written agreement with us, that agreement controls where it conflicts with these Terms.

Our Privacy Policy explains how we handle personal information and is part of these Terms.

Definitions

• Workspace: the Customer’s account in the Service.
• Users: the people the Customer invites to its Workspace, such as admins, managers and employees.
• Seat: one User in the Workspace.
• Customer Content: what the Customer and its Users put into the Service, including scenarios, criteria, uploaded documents, voices and speech during calls, and profile information.
• Output: what the Service produces from Customer Content, such as transcripts, scores and written feedback.
• Customer Data: Customer Content and Output together.

Accounts and access

Subject to these Terms and payment of fees, we grant the Customer a non-exclusive, non-transferable right during the subscription term to let its Users access and use the Service for its internal business purposes.

• Admins control the Workspace: who is invited, their roles, scenarios, assignments and billing.
• The Customer is responsible for its Users’ actions, for keeping sign-in details secure, and for telling us promptly at [email protected] about any unauthorized use.
• Users must be at least 16 years old and give accurate account information.
• Each sign-in is for one person. Seats can’t be shared, though the Customer can reassign a seat by removing one User and inviting another.

Free trial

New Workspaces start with a free trial, currently 14 days, with no payment method needed. When the trial ends, starting new practice calls requires a paid plan. If the Customer adds a payment method during the trial, any trial days left carry over and billing starts when they run out. We provide the trial “as is”, may change or end trial offers at any time, and may limit trials to one per company.

Plans, fees and payment

Pricing. The Service is priced per Seat per month, as shown on our pricing page or in an order we agree with you. Fees are in US dollars and exclude taxes.

Seats. The number of Seats billed equals the number of Users in the Workspace, with a minimum of one. When Users are added or removed, the Seat count updates automatically and the change is prorated on the next invoice.

Payment and renewal. Payments are processed by Stripe under its terms. Subscriptions renew automatically each month, and the Customer authorizes us, through Stripe, to charge its payment method for each period until it cancels. Admins can update the payment method, view invoices and cancel in the billing portal.

Cancellation and refunds. The Customer may cancel at any time. Cancellation takes effect at the end of the current billing period, and the plan doesn’t renew after that. Fees already paid are non-refundable, except where the law requires otherwise or these Terms say so.

Taxes. The Customer is responsible for sales, use, GST/HST, value-added and similar taxes on its purchase, other than taxes on our income. We add them to invoices where we are required to collect them.

Late or failed payment. If a payment fails and isn’t fixed after reasonable notice, we may suspend paid features until it is.

Price changes. We may change prices with at least 30 days’ notice before the change applies to the Customer’s next billing period. Questions about billing go to [email protected].

Your data

Ownership. As between the parties, the Customer owns Customer Data. The Customer grants us a worldwide, limited license to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, and as the law requires.

Our role. For personal information in Customer Data, we act as the Customer’s service provider (processor) and follow its instructions as described in our Privacy Policy. A data processing addendum is available on request at [email protected].

Customer responsibilities. The Customer is responsible for Customer Content and for having the rights, notices and consents needed to give it to us, including any notices to its employees about practice calls, transcripts and scoring. Don’t upload sensitive information such as health data, financial account numbers or government ID numbers.

Usage data. We may collect information about how the Service is used and performs, and use it in aggregated or de-identified form to operate and improve the Service. It won’t identify the Customer or any person.

Deletion. The Customer can delete Users, scenarios and documents at any time. After a Workspace is closed, we delete Customer Data within 30 days, except records we must keep by law, and backups that roll off on their normal schedule.

AI features

The Service uses AI to voice simulated customers, transcribe calls and score them. AI can be wrong. Output may be inaccurate, incomplete or inconsistent, and similar calls can get different scores.

• Coaching, not decisions. Output is meant for training. The Customer must not use Output as the sole basis for hiring, firing, discipline, pay or other employment decisions, and is responsible for any decision it makes and for complying with laws on automated decision-making and employee monitoring.
• Simulated conversations. AI characters are fictional. What they say isn’t our statement or advice, and the Customer shouldn’t build scenarios that impersonate real, identifiable people.
• No training on your data. We don’t use Customer Data to train AI models, and our AI providers may not either under their terms with us.

Practice and surprise calls

Every Sparwise call is a practice call with an AI, and it is presented that way. Calls are processed and transcribed so they can be scored.

Surprise calls are practice calls to a User’s own phone at an unannounced time. We place them only for Users who turned them on and saved a phone number, and only within the hours they chose. Users can turn them off anytime. The Customer must not turn on surprise calls for a User, enter a phone number that doesn’t belong to the User, or pressure Users to opt in. The Customer is responsible for telling its Users that calls are transcribed and scored, and for any consent the law where they work requires.

Acceptable use

The Customer and its Users must not:

• use the Service to break the law, or to harass, threaten or discriminate against anyone;
• use the Service to call anyone other than Users who have opted in, or for telemarketing, robocalls or real customer calls;
• upload content they don’t have the right to use, or content that is unlawful, infringing, or contains malware;
• try to get around Seat limits, share sign-ins, or let people outside the Customer use the Workspace;
• probe, scan or test the Service’s security, overload it, or interfere with other customers;
• reverse engineer the Service, or use it or its Output to build a competing product or to train AI models;
• try to make AI characters produce harmful, deceptive or abusive content, or remove notices that a call is with an AI;
• resell, sublicense or provide the Service to third parties.

Our property

We and our licensors own the Service, including its software, scenario templates, design, and the Sparwise name and logo. Except for the rights we grant in these Terms, no rights are transferred. If the Customer sends feedback or suggestions, we may use them freely without obligation.

Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and share it only with employees and contractors who need it and are bound by similar duties. This doesn’t apply to information that is public through no fault of the receiver, was already known to it, was independently developed, or was rightfully received from someone else. A party may disclose information when the law requires, after giving notice where allowed.

Third-party services

The Service relies on providers such as Stripe for payments and on AI, voice and telephony providers, listed in our Privacy Policy. We are responsible for the providers we choose to run the Service. Services the Customer chooses to use alongside Sparwise are governed by their own terms.

Term, suspension and termination

These Terms apply from the moment the Customer first uses the Service until its Workspace is closed. Either party may end the subscription as described in Plans, fees and payment. Either party may terminate these Terms if the other materially breaches them and doesn’t cure the breach within 30 days of written notice.

We may suspend access, in whole or in part, if needed to prevent harm to the Service or others, if there is a serious or repeated breach of Acceptable use, if payment is overdue, or if the law requires. We will give notice where practical and restore access once the issue is resolved.

After termination, access ends and Customer Data is deleted as described in Your data. Sections that by their nature should survive, including fees owed, ownership, confidentiality, disclaimers, limitation of liability and indemnification, survive termination.

Warranties and disclaimers

We will provide the Service in a professional manner, consistent with its documentation, and will not materially reduce its core features during a paid term. If we don’t meet this, the Customer’s remedy is for us to fix it, or if we can’t within a reasonable time, to terminate and receive a refund of prepaid fees for the unused period.

Except as stated above, the Service and all Output are provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement, and we don’t warrant that the Service will be uninterrupted, error-free, or that Output will be accurate.

Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised they were possible. Each party’s total liability arising out of or relating to these Terms will not exceed the fees the Customer paid us in the 12 months before the event giving rise to the claim.

These limits don’t apply to the Customer’s payment obligations, a party’s indemnification obligations, or liability that the law doesn’t allow to be limited.

Indemnification

By us. We will defend the Customer against third-party claims that the Service, as we provide it, infringes their intellectual property rights, and pay resulting damages and costs finally awarded or agreed in settlement. This doesn’t cover claims caused by Customer Data, combinations with things we didn’t provide, or use in breach of these Terms. If such a claim arises, we may modify the Service, get the right to keep using it, or terminate and refund prepaid fees for the unused period.

By the Customer. The Customer will defend us against third-party claims arising from Customer Content, its use of Output, including employment decisions, or its breach of Acceptable use or Practice and surprise calls, and pay resulting damages and costs finally awarded or agreed in settlement.

The party seeking defense must give prompt notice, reasonable cooperation, and control of the defense and settlement to the other party, which may not settle in a way that admits fault for the protected party without its consent.

Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules. The parties agree to the exclusive jurisdiction of the state and federal courts in Orange County, Florida, except that either party may seek injunctive relief in any court to protect its intellectual property or confidential information. Before filing a claim, each party agrees to try to resolve the dispute informally by written notice and 30 days of good-faith discussion.

Changes to these terms

We may update these Terms as the Service changes. We will post the new version here with a new date and tell admins about material changes at least 30 days before they take effect, except changes required by law or for new features, which may apply sooner. Continuing to use the Service after changes take effect means the Customer accepts them; if it doesn’t, it may cancel before then.

General

• Entire agreement. These Terms, the Privacy Policy and any order or addendum we sign are the whole agreement on this subject. Terms in a Customer purchase order don’t apply.
• Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
• Independent parties. The parties are independent contractors. Nothing here creates a partnership, employment or agency relationship.
• Notices. We send notices to the admin email on the Workspace. The Customer sends legal notices to [email protected].
• Publicity. We won’t use the Customer’s name or logo in marketing without its permission.
• Export and sanctions. The Customer won’t use the Service in violation of US or Canadian export controls or sanctions.
• Severability and waiver. If a provision is unenforceable, the rest stays in effect. Not enforcing a right isn’t a waiver of it.
• Language. The parties want these Terms written in English. Les parties ont exigé que ces conditions soient rédigées en anglais.

Contact us

Questions about these Terms:

Billing: [email protected]. Product help: [email protected].