OneSpark Terms of Service

1. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for business and professional use and is not directed to children. In accordance with the Children's Online Privacy Protection Act, children under 13 may not use the Service under any circumstances. You may not use the Service if you are barred from doing so under applicable law, including U.S. export control and sanctions laws.

2. Changes to These Terms

We may update these Terms from time to time by posting the revised version on the Website and updating the "Last Updated" date. If a change is material, we will give you at least thirty (30) days' notice by email or in the Service before it takes effect. Your continued use of the Service after the effective date means you accept the updated Terms. If you do not agree, you must stop using the Service and may cancel your subscription as described in Section 15.

3. Accounts and Workspaces

You must provide accurate, complete, and current registration information. You are responsible for maintaining the security of your login credentials and of the email accounts and devices used to access the Service, and for all activity that occurs under your account.

Accounts are organized into workspaces. The individual or organization that creates a workspace (the "Workspace Owner") controls it, including inviting and removing members, assigning roles (such as Owner, Admin, Edit, and View), managing billing, and controlling the projects and content within it. Every member and invited viewer (including client viewers) must agree to these Terms before accessing a workspace, and the Workspace Owner is responsible for their conduct.

You may not share login access, impersonate another person, use a name you are not authorized to use, or create multiple accounts to obtain additional free credits or otherwise evade limits. Notify us promptly at support@onespark.dev of any unauthorized use of your account. We may refuse registration or suspend any account at our discretion.

4. The Service

OneSpark is an AI-assisted software delivery platform that helps users plan, design, build, and export software applications from written requirements. We may add, change, or remove features, AI models, integrations, or plan contents at any time. If we remove a material feature from a paid plan during a paid term, we will make reasonable efforts to notify you in advance.

From time to time we may make certain features available on a preview or experimental basis ("Preview Features"). Preview Features are provided "AS IS," may be unreliable or change without notice, and may be discontinued at any time.

5. Beta Service

OneSpark is currently offered as a beta (early access) service. By using the Service during the beta, you acknowledge and agree that:

• Features, limits, pricing, plans, and credit rules may change, and features may be added or removed, with or without notice.
• The Service may be interrupted, slow, or unavailable, and AI-generated plans, designs, and code may contain errors.
• No uptime, availability, performance, or support response commitment applies during the beta.
• You should keep your own copies of anything important. Export is available in the Service (see Section 18).
• Beta limitations, interruptions, defects, changes to or removal of features, or the quality of AI-generated output do not entitle you or anyone else to a refund, credit, or other compensation, except where required by law.

This Section works together with Section 15 (Cancellation and Refunds) and Section 21 (Disclaimer of Warranties), and applies in addition to them.

6. AI-Generated Output

The Service uses artificial intelligence, including models operated by third-party providers, to generate plans, specifications, documentation, designs, code, and other materials ("Output"). You acknowledge that:

• AI-generated Output may be inaccurate, incomplete, insecure, or unsuitable for your purpose, and similar prompts may produce different results.
• Output may be similar or identical to output generated for other users, and we make no representation that Output is unique or that it does not infringe third-party rights.
• You are solely responsible for reviewing, testing, securing, and validating all Output before relying on it or deploying it to production, including any code, database changes, and integrations.
• Output may include or reference open-source or other third-party software that is subject to its own license terms. You are solely responsible for identifying and complying with those licenses.
• Security and compliance features are governed by Section 7 below.

7. Compliance Is Your Responsibility

The Service includes features designed to help you attempt to follow security, privacy, accessibility, and regulatory best practices when you plan, design, and build software. These features may reference, suggest, or generate content related to any law, regulation, framework, certification, or industry standard (for example, data protection, health information, financial, education, children's privacy, accessibility, or government security requirements) (collectively, "Compliance Features"). Compliance Features are provided to support your own compliance efforts. They are not a compliance service, and OneSpark does not take responsibility for whether you, your clients, or your applications are compliant. Compliance always remains your decision and your responsibility. You acknowledge and agree that:

• Compliance Features are informational, best-effort tools only. They are not legal, regulatory, security, audit, or compliance advice, and they do not replace review by qualified attorneys, auditors, and security professionals.
• OneSpark does not represent, warrant, or guarantee that any Output, application, or system built with the Service complies with any law, regulation, framework, certification, or standard, or that it will pass any audit, assessment, or certification.
• Any labels, checklists, badges, or references to a law or standard in the Service or in Output do not mean that OneSpark, the Service, or your application is certified, compliant, or approved by any authority or standards body.
• You are solely responsible for determining which laws and standards apply to you, your clients, and your applications, and for designing, reviewing, testing, implementing, certifying, and maintaining compliance with them.
• OneSpark is not a covered entity, business associate, data processor for regulated data, or service provider for compliance purposes with respect to your applications, unless OneSpark has signed a separate written agreement with you that expressly says so. Unless that agreement is in place, you may not use the Service to store or process protected health information, payment card data, government-classified information, or other regulated data that requires such an agreement.
• To the fullest extent permitted by law, OneSpark has no liability for any fines, penalties, enforcement actions, audit failures, breach notifications, remediation costs, claims, or other losses arising from the compliance or non-compliance of any Output or of any application or system built, deployed, or operated using the Service.

8. Your Applications; No Endorsement or Responsibility

OneSpark provides software tools. When you use the Service to build, deploy, or operate an application, website, or other product (each, a "User Application"), you, and not OneSpark, are its sole developer, owner, publisher, and operator. You acknowledge and agree that:

• OneSpark does not sponsor, endorse, approve, review, or recommend any User Application, and is not a partner, agent, or joint venturer in your business. The fact that a User Application was built with OneSpark, or carries OneSpark attribution, does not mean OneSpark supports it.
• OneSpark has no obligation to monitor User Applications and is not responsible for their content, functionality, security, business practices, transactions, data handling, or legality, or for any harm they cause to you, your clients, your end users, or anyone else.
• If your User Application involves a regulated or restricted activity, including gambling, betting, lotteries, sweepstakes, or contests; cannabis, alcohol, tobacco, vaping, or controlled substances; firearms or weapons; adult content; lending, payments, money transmission, cryptocurrency, or securities; healthcare, telehealth, or pharmacy services; or any other activity that requires a license, registration, or approval, you alone are responsible for obtaining and maintaining every required license and approval and for complying with all laws in every jurisdiction where it is offered. OneSpark does not verify that you hold any license.
• You will not state or imply that OneSpark is affiliated with, operates, or is responsible for any User Application. Each User Application must have its own terms and privacy policy as required by law, and you are solely responsible for your relationship with your end users.
• You will not use the Service to build or operate any application intended for use where its failure could reasonably lead to death, personal injury, or severe physical, environmental, or property damage, including medical devices, emergency services, aviation, or critical infrastructure.
• OneSpark may, in its sole discretion and without liability, refuse, suspend, or remove any project, Output, or hosted User Application, or terminate your account, if we believe it violates these Terms or the law, or exposes OneSpark or others to legal, regulatory, or reputational risk.
• You release OneSpark and its affiliates, officers, directors, employees, and agents from all claims, demands, and damages, known and unknown, arising out of or relating to any dispute between you and your clients, end users, or any other third party concerning a User Application.
• OneSpark does not own your User Applications (see Section 9), and ownership remains with you together with all responsibility for them.

9. Your Content and Ownership of Output

"Customer Content" means the requirements, prompts, files, documents, images, logos, code, data, and other materials you submit to the Service ("Inputs"), together with the Output generated for you.

Ownership. As between you and OneSpark, you own your Inputs and, subject to your compliance with these Terms and payment of any applicable fees, we assign to you all of our right, title, and interest, if any, in the Output generated for you. You are responsible for ensuring you have all rights needed to submit your Inputs.

License to Operate the Service. You grant OneSpark a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, and modify Customer Content solely as needed to provide, maintain, secure, and support the Service for you, including sending it to third-party AI model and infrastructure providers acting on our behalf.

License to Improve the Service. You also grant OneSpark a perpetual, worldwide, non-exclusive, royalty-free license to use de-identified and aggregated information derived from your use of the Service and from Output, such as structural patterns, feature types, error rates, and performance metrics, to improve our agents, templates, and the Service. This information will not identify you or your end users and will not include your confidential business information or reproduce your code or documents in recognizable form.

No Model Training. OneSpark does not use your Customer Content to train or fine-tune artificial intelligence models, and we use third-party AI providers under terms that do not permit them to train their models on your Customer Content.

Feedback. If you provide suggestions or feedback about the Service, we may use them without restriction or obligation to you.

10. OneSpark Intellectual Property

The Service, including its software, AI agents, prompts, workflows, the Ignition Framework, Blueprint and Living Spec structures, templates, design style libraries, internal image library, documentation, and all related trademarks, logos, and branding, is owned by OneSpark or its licensors and is protected by U.S. and international intellectual property laws. Except for the limited rights expressly granted in these Terms, all rights are reserved. Our assignment of Output in Section 9 does not include any rights in the Service itself or in any pre-existing OneSpark templates, components, or materials that may appear in Output; we grant you a perpetual, non-exclusive, royalty-free license to use those incorporated materials as part of your Output.

You may not use OneSpark's name, logos, or trademarks in any advertising or publicity, or to suggest our sponsorship or endorsement, without our prior written permission.

11. License to Use the Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription for your own internal business purposes and to deliver software to your own clients. This license ends automatically if you breach these Terms or your account is terminated.

12. Acceptable Use

You will not, and will not permit anyone else to:

• reverse engineer, decompile, or attempt to extract the source code, prompts, agent instructions, or model weights underlying the Service, except to the extent this restriction is prohibited by law;
• copy, resell, sublicense, white-label, or offer the Service to third parties as a service, or use it to build a competing product;
• scrape, crawl, or use automated means to access the Service other than through features we provide;
• circumvent usage limits, credit metering, plan restrictions, branding requirements, or security measures;
• use the Service to create, host, or distribute malware, phishing, spam, or any application that is unlawful, deceptive, infringing, harassing, or that facilitates fraud, surveillance, or harm to others;
• submit content you do not have the right to use, or that infringes or misappropriates anyone's intellectual property, privacy, or publicity rights;
• interfere with or disrupt the Service, its infrastructure, or other users' projects; or
• use the Service in violation of any applicable law or the usage policies of our third-party AI providers.

We may investigate violations and may remove content, suspend projects, or terminate accounts that we believe in good faith violate this Section.

13. Third-Party Services and Integrations

The Service may connect to or rely on third-party services, such as AI model providers, GitHub, hosting providers, email providers, and other integrations you enable ("Third-Party Services"). Your use of Third-Party Services is governed by their own terms and privacy policies. When you provide your own API keys or credentials for an integration, you are responsible for those keys, for any fees the provider charges you, and for compliance with the provider's terms. We are not responsible for Third-Party Services, their availability, or their content, and a link or integration does not imply our endorsement.

14. Plans, Credits, Fees, and Payment

Plans. The Service is offered under free and paid plans, as described on our pricing page, which may change from time to time. Paid plans may be priced per user or per seat. Every member who needs edit or QA access occupies a paid seat unless their role is designated as free.

Credits. Many actions in the Service, such as planning, design, building, and document generation, consume credits. The number of credits an action consumes varies with its size and complexity, and we do not guarantee any particular cost per action. Credits may be included with a subscription or purchased separately as top-ups. Unless otherwise stated on the pricing page at the time of purchase: (a) subscription credits expire at the end of the billing month in which they are granted, and unused subscription credits do not carry over; (b) top-up credits do not expire while your account remains active; (c) credits are pooled at the workspace level; and (d) credits have no cash value, are not property, cannot be transferred or sold, and are forfeited when your account is closed or terminated.

Billing. Paid subscriptions renew automatically on a monthly or annual basis, depending on the plan you select, until canceled. By providing a payment method, you authorize us and our payment processor to charge all applicable fees, including subscription fees, seat changes, credit step-ups, top-ups, and taxes. Increases in seats or credit tiers take effect and are charged immediately (prorated where applicable); decreases take effect at the start of the next billing period.

Price Changes. We may change prices or introduce new charges by giving you at least thirty (30) days' notice by email or in the Service. Changes apply at your next renewal after the notice period.

Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes, other than taxes on our net income.

Automatic Renewal. By starting a paid subscription, you agree that it will automatically renew at the then-current price for the same billing period until you cancel. We will send any renewal reminders required by law, and you may cancel online at any time in your account settings.

Chargebacks. Disputed charges and chargebacks are governed by Section 15 (Payment disputes and chargebacks).

Failed Payments. If a payment fails, we may suspend paid features, downgrade your workspace to the free plan, or terminate your account. You remain responsible for any amounts due. You are responsible for keeping your billing information current.

15. Cancellation and Refunds

You may cancel a paid subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period, and you will keep access to paid features until then. All fees, including annual prepayments, seat charges, and credit purchases, are fully earned when paid and are non-refundable, and we do not provide refunds or credits for partial periods, unused seats, or unused credits, except where required by law. If we terminate your account for breach of these Terms, you will not receive a refund of any kind.

Payment disputes and chargebacks. You agree to contact us at support@onespark.dev first to resolve any billing issue before disputing a charge with your bank or card issuer. If a charge is disputed or charged back without first contacting us, or if a dispute is found to be unwarranted, we may suspend or close your account and the workspaces it pays for until the matter is resolved, and you will be responsible for any resulting fees. Amounts recovered through an unwarranted dispute remain owed, and we may recover them, together with reasonable collection costs, where permitted by law. Credits bought with a disputed payment may be removed.

16. Free Plan and OneSpark Branding

Free plan features, credit allowances, and limits are described on our pricing page and may change at any time. Output created on the free plan may include OneSpark attribution, such as a document footer, badge, or link. You may not remove, hide, or alter that attribution while using the free plan. We may suspend or delete free accounts that have been inactive for an extended period, after reasonable notice.

17. Rewards and Referral Programs

We may offer referral, content creator, or other rewards programs that grant bonus credits. Program rules, rewards, eligibility, and limits are posted in the Service and may be changed or ended at any time. Rewards are granted at our discretion, are subject to verification, and may be withheld or reversed for fraud, self-referrals, fake accounts, artificial views or engagement, or any abuse. Rewards have no cash value.

18. Data, Backups, and Export

You are responsible for maintaining your own copies of Customer Content, including by using the export and GitHub features we provide. While we take reasonable measures to protect and back up data, we do not guarantee that Customer Content will never be lost or corrupted. After your account is closed or terminated, we will make Customer Content available for export for thirty (30) days, unless termination was for a violation of law or Section 12, after which we may delete it, subject to our legal retention obligations and standard backup cycles.

19. Privacy and Security

Our collection and use of personal information is described in our Privacy Policy. If you use the Service to process personal data of your end users or clients, you are responsible for providing any required notices and obtaining any required consents. Where required by applicable data protection law, we will enter into a data processing agreement with you on request at support@onespark.dev.

20. Confidential Information

Each party may receive non-public business, technical, or financial information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Your Customer Content is your Confidential Information. The receiving party will (a) use the disclosing party's Confidential Information only to perform its obligations or exercise its rights under these Terms, (b) protect it using at least reasonable care, and (c) disclose it only to its employees, contractors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these. These obligations do not apply to information that (i) is or becomes public through no fault of the receiving party, (ii) was known to the receiving party without restriction before receipt, (iii) is lawfully received from a third party without a duty of confidentiality, or (iv) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information when legally required, if it gives the disclosing party reasonable prior notice (where lawful) and cooperates in any effort to obtain protective treatment.

21. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ONESPARK AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT OUTPUT OR ANY APPLICATION BUILT WITH THE SERVICE WILL BE ACCURATE, FUNCTIONAL, SECURE, OR COMPLIANT WITH ANY LAW, REGULATION, OR STANDARD, OR THAT ANY DEFECTS WILL BE CORRECTED.

22. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY FINES, PENALTIES, OR LOSSES ARISING FROM REGULATORY OR COMPLIANCE MATTERS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ONESPARK AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO ONESPARK IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS, OR YOUR BREACH OF SECTION 11. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

23. Indemnification

By You. You will defend, indemnify, and hold harmless OneSpark and its affiliates, licensors, service providers, and their respective officers, directors, shareholders, employees, contractors, agents, successors, and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your Customer Content, (b) any User Application or other application, software, or service you build, deploy, operate, or deliver using the Service or Output, including its content, legality, and any licenses it requires, and claims by your clients or end users, (c) your use of the Service or Third-Party Services, (d) the compliance or non-compliance of any Output or of any application you build, deploy, or operate with any law, regulation, or standard, or (e) your breach of these Terms or applicable law.

By OneSpark. For customers on a paid plan, OneSpark will defend you against any third-party claim alleging that the Service itself (excluding Output, Customer Content, Third-Party Services, and any combination of the Service with materials not provided by OneSpark) infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement. If the Service is or may become subject to such a claim, we may modify the Service, obtain a license, or terminate your subscription and refund prepaid fees for the unused period. This paragraph is your sole remedy for infringement claims relating to the Service.

Procedure. The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation. The indemnifying party may not settle a claim in a way that imposes liability on the indemnified party without its consent.

24. Term, Suspension, and Termination

These Terms apply from your first use of the Service until your account is closed. You may close your account at any time. We may suspend or terminate your access to all or part of the Service immediately if you breach these Terms, if your use poses a security, legal, or operational risk, if payment is overdue, or if required by law. We may also discontinue the Service or any plan for convenience on at least thirty (30) days' notice, in which case we will refund prepaid fees for the unused period. Sections 5, 6, 7, 8, 9 (other than the license to operate the Service), 10, 12, and 14 through 32, and any obligation to pay fees accrued before termination, survive termination.

25. Copyright Complaints (DMCA)

OneSpark respects intellectual property rights and responds to notices of alleged infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512 ("DMCA"). If you believe material available through the Service infringes your copyright, send a notice to our designated agent that includes: (i) a description of the copyrighted work; (ii) a description of the allegedly infringing material and information sufficient for us to locate it; (iii) your name, address, telephone number, and email address; (iv) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; (v) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf; and (vi) your physical or electronic signature.

Designated Agent: James J. Dargusch, OneSpark Technologies, Inc., 251 Little Falls Drive, Wilmington, DE 19808, 609-970-9493, support@onespark.dev

We may remove or disable access to allegedly infringing material, notify the user who posted it, and terminate repeat infringers in appropriate circumstances.

26. Export Controls and International Use

The Service is operated from the United States. You may access it from other countries only in compliance with local law. You will comply with all applicable U.S. and international export control and economic sanctions laws, and you represent that you are not located in, or a resident or national of, any embargoed country or region, and are not on any U.S. government restricted-party list.

27. Governing Law

These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws principles, and by the Federal Arbitration Act with respect to Section 28. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

28. Dispute Resolution; Binding Arbitration; Class Action Waiver

Informal Resolution. Before starting any formal proceeding, the party with a dispute must send the other a written notice describing the dispute and the relief sought, and the parties will try in good faith to resolve it for at least thirty (30) days. Notices to OneSpark go to jarrett@onespark.dev.

Binding Arbitration. If the dispute is not resolved informally, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, if you are an individual using the Service primarily for personal purposes, its Consumer Arbitration Rules), before a single arbitrator. The arbitration will take place in Volusia County, Florida, or by video conference if the parties agree. Judgment on the award may be entered in any court of competent jurisdiction.

Delegation. The arbitrator, and not any court, has exclusive authority to decide all questions about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court will decide any question about the class action waiver or the Mass Arbitration paragraph below.

Mass Arbitration. If twenty-five (25) or more similar demands for arbitration are filed against OneSpark by or with the assistance of the same law firm or coordinated group, the demands will be administered in batches of no more than twenty-five (25), with only one batch proceeding at a time, and each party will pay fees for that batch only as it proceeds. Any applicable statute of limitations is tolled for demands awaiting their batch.

Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information or to stop a violation of Section 12.

Class Action Waiver. YOU AND ONESPARK EACH AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND YOU AND ONESPARK EACH WAIVE THE RIGHT TO A JURY TRIAL. The arbitrator may not consolidate claims of more than one person. If this class action waiver is found unenforceable for a claim, that claim will be decided by a court and not in arbitration.

Opt-Out. You may opt out of this arbitration agreement by emailing jarrett@onespark.dev within thirty (30) days after you first accept these Terms, with your name, account email, and a clear statement that you opt out of arbitration.

Venue for Court Proceedings. For any matter not subject to arbitration, the state and federal courts located in Volusia County, Florida have exclusive jurisdiction, and each party consents to personal jurisdiction there.

Time Limit. To the extent permitted by law, any claim must be brought within one (1) year after it arises, or it is permanently barred.

29. Attorneys' Fees

In any arbitration or lawsuit relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees, costs, and expenses, including those incurred before the proceeding and on appeal, unless prohibited by applicable law or the applicable arbitration rules.

30. California Residents

If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

31. General

Entire Agreement. These Terms, the Privacy Policy, and any plan details or supplemental terms posted in the Service are the entire agreement between you and OneSpark about the Service and supersede all prior agreements on that subject. If you sign a separate written agreement with OneSpark (such as an order form or enterprise agreement), that agreement controls to the extent it conflicts with these Terms.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, or sale of assets, without your consent. Any prohibited assignment is void.

Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government action, denial of service attacks, failures of third-party AI, hosting, or network providers, or utility outages.

Publicity. Unless you tell us otherwise in writing at support@onespark.dev, we may identify you as a OneSpark customer, including by displaying your name and logo on our website and in marketing materials. We will stop doing so within a reasonable time after you opt out.

Electronic Communications. You consent to receive notices, agreements, and other communications from us electronically, and you agree that they satisfy any legal requirement that communications be in writing.

Notices. We may give you notice by email to your account address or through the Service. You must send legal notices to jarrett@onespark.dev. Notices are effective when received.

Waiver; Severability. Our failure to enforce any provision is not a waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full effect.

Headings; Interpretation. Headings are for convenience only. The words "including" and "include" mean "including without limitation." Where appropriate, the singular includes the plural and each gender includes the others.

32. Contact Us

OneSpark Technologies, Inc.

251 Little Falls Drive

Wilmington, DE 19808

support@onespark.dev (general support)

jarrett@onespark.dev (legal notices and arbitration opt-out)