Terms of Service — VoXorian

These Terms of Service ("Terms") constitute a binding agreement between you ("you," "Customer") and Sparcgen, Inc., a Delaware corporation ("VoXorian," "we," "us," "our") and govern your access to and use of the VoXorian application at app.voxorian.com, the website at www.voxorian.com, and any related services (together, the "Service").

By creating an account or using the Service, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree, do not use the Service.

1. The Service

VoXorian provides a software-as-a-service platform for managing proposal-response workflows, including library reuse, requirement extraction, AI-assisted drafting, color-team review cycles, and submission tracking. We may add or remove features, products, or capabilities at our discretion; we will use reasonable efforts to notify customers of changes that materially reduce functionality.

2. Accounts and security

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must immediately notify us of any unauthorized access. Each user must be a uniquely identifiable individual; account sharing is prohibited.

Administrators of an organization are responsible for the actions of their organization's users, for managing role assignments, and for ensuring that authorized users comply with these Terms.

3. Acceptable use

You agree not to, and not to permit any user under your account to:

use the Service in violation of any applicable law or regulation;
upload, store, or transmit any content that infringes a third party's intellectual property, privacy, or other rights;
upload, store, or transmit malware, spyware, or any other malicious code;
attempt to reverse-engineer, decompile, or extract the source code of the Service except to the extent permitted by applicable law;
circumvent any access controls or rate limits, or use the Service to attack the Service or any other system;
scrape, crawl, or harvest data from the Service except through documented APIs and within the limits we publish;
resell, sublicense, or make the Service available to a third party except as expressly permitted under a separate written agreement with us;
use AI features in a manner that breaches the policies of the underlying AI provider, generates content prohibited by such providers, or creates content designed to deceive, defraud, or harm any person;
use the Service to develop a competing product or service.

4. Customer data

"Customer Data" means any content, files, documents, configurations, comments, or other information that you or your authorized users submit to the Service. As between you and us, you retain all right, title, and interest in your Customer Data, including all intellectual-property rights therein.

You grant us a non-exclusive, worldwide, royalty-free license to access, use, copy, store, transmit, display, and create derivative works of Customer Data solely to the extent necessary to (a) provide and improve the Service, (b) perform our obligations under these Terms, (c) prevent or address service, security, or technical issues, and (d) comply with our legal obligations.

You represent and warrant that you have all rights necessary to upload Customer Data and to grant the license above, and that Customer Data does not infringe the rights of any third party or violate any law.

5. AI features and outputs

The Service includes features that use machine-learning models to generate text and other outputs ("AI Outputs"), including outputs produced by third-party AI providers you configure (such as Anthropic, OpenAI, or self-hosted models).

AI Outputs may contain inaccuracies, fabrications, or content that does not reflect your intent. You are solely responsible for reviewing, editing, and verifying AI Outputs before relying on them, submitting them in any proposal, or otherwise using them. The Service is a drafting and management tool; it is not a substitute for human judgment, subject-matter expertise, legal advice, or compliance review.

You are responsible for ensuring that your use of AI features complies with the terms and policies of the underlying AI provider and with any laws or regulations applicable to your industry (including procurement integrity, classified-information handling, ITAR/EAR export controls, HIPAA, FERPA, or other regulatory regimes where relevant). We do not warrant the accuracy, completeness, or fitness for any particular purpose of any AI Output.

6. Fees, payment, and renewal

If your subscription is on a paid plan, the fees, billing cadence, and AI usage allowances are set forth in an order form, online checkout, or other written agreement between you and us. Unless otherwise stated, fees are invoiced in advance, non-refundable, and exclusive of any taxes (which you are responsible for paying). Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Subscriptions automatically renew for successive terms equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.

If you exceed AI usage allowances or other quantitative limits, we may either bill you for overage at the rates published in your order form or temporarily throttle the affected feature; we will notify you before doing so.

7. Term and termination

These Terms remain in effect until your account is terminated. You may terminate your account at any time by emailing support@voxorian.com or, where available, through in-product settings. We may suspend or terminate your account immediately if (a) you materially breach these Terms and fail to cure within ten (10) days of written notice, (b) you become insolvent, file for bankruptcy, or cease operations, or (c) we are legally required to do so.

Upon termination, your right to access the Service ceases. We will make your Customer Data available for export for thirty (30) days following termination, after which we will delete it from active systems (backups will expire on the schedule described in our Privacy Policy). Sections that by their nature should survive termination (including ownership of Customer Data, indemnification, limitation of liability, and governing law) survive.

8. Confidentiality

Each party may receive information from the other that is non-public and identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is your Confidential Information. The Service, including its features, performance, and any non-public technical or pricing information, is our Confidential Information.

Each party will (a) use the other's Confidential Information solely to perform under these Terms, (b) protect it with the same degree of care it uses for its own confidential information (and in no event less than a reasonable degree of care), and (c) not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as these.

9. Intellectual property

We retain all right, title, and interest in and to the Service, including all software, documentation, designs, models, configurations, methodologies, and improvements (other than Customer Data). No rights are granted to you under these Terms by implication, estoppel, or otherwise except as expressly stated.

If you provide feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use Feedback for any purpose, including incorporating it into the Service. Feedback is not Customer Data.

10. Indemnification

By you. You will defend, indemnify, and hold us harmless from and against any third-party claim arising out of or relating to (a) Customer Data, (b) your use of the Service in violation of these Terms or applicable law, or (c) your use, distribution, or reliance on any AI Output. We will give you prompt notice of the claim, allow you to control the defense, and reasonably cooperate at your expense.

By us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a U.S. patent, copyright, or trade secret of that third party, and we will pay finally awarded damages or settlement amounts. This obligation does not apply to claims arising from (i) Customer Data, (ii) modifications to the Service made by anyone other than us, (iii) combinations of the Service with any product or service not provided by us where the claim would not have arisen but for the combination, or (iv) AI Outputs.

11. Warranties and disclaimers

We will provide the Service in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR USE.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID OR WERE PAYABLE TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS DO NOT APPLY TO LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

13. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party irrevocably consents to the personal jurisdiction and venue of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

If the parties have separately agreed to binding arbitration in an order form or other written agreement, that agreement controls over this Section.

14. Modifications

We may update these Terms from time to time. If we make material changes, we will notify affected customers by email and update the effective date above. Material changes will take effect no earlier than thirty (30) days after notice. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

15. General

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

Notices. Notices to us must be sent to legal@voxorian.com. For formal legal notices requiring a physical address, please email us first and we will provide the appropriate address.

Assignment. You may not assign these Terms or any of your rights or obligations without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all our assets.

Force majeure. Neither party will be liable for any failure or delay in performance (except for payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, public-health emergencies, internet or telecommunications outages, or natural disasters.

Severability and waiver. If any provision is held unenforceable, the remaining provisions remain in full effect. No waiver is effective unless in writing and signed by the waiving party.

Entire agreement. These Terms, together with any order form, the Privacy Policy, and any documents incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, communications, and proposals (whether oral, written, or electronic).

16. Contact

VoXorian is operated by Sparcgen, Inc., a Delaware corporation.