Terms of Service

1. The Services

SpearAtlas provides software tools for organizing, hosting, delivering, viewing, annotating, and sharing project data and digital deliverables, including but not limited to files, reports, imagery, models, maps, videos, links, and related collaboration features.

We may modify, improve, suspend, or discontinue all or any part of the Services at any time, with or without notice, except where applicable law requires otherwise.

2. Eligibility and Authority

You may use the Services only if you are legally capable of entering into a binding contract and are authorized to do so. If you use the Services on behalf of a business or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" includes that entity. SpearAtlas is operated by SterFlies LLC.

You may not use the Services if you are prohibited from doing so under applicable law or if you have previously been suspended or terminated from the Services.

3. Account Registration and Security

You may need to create an account to access some or all features of the Services. You agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for:

• maintaining the confidentiality of your account credentials;
• restricting access to your devices and account;
• all activities that occur under your account, whether or not authorized by you, unless prohibited by law.

You must promptly notify us at support@spearatlas.com if you suspect unauthorized access to your account or a security incident involving the Services.

4. Subscription Plans, Billing, and Payment

Some parts of the Services are offered on a free or trial basis, while others require a paid subscription.

If you purchase a paid subscription:

• you agree to pay all fees and applicable taxes disclosed at checkout;
• recurring subscriptions renew automatically until canceled unless otherwise stated;
• billing is processed through our third-party payment processor;
• your subscription, upgrades, downgrades, renewals, and cancellations may be subject to additional plan-specific terms disclosed at the time of purchase.

You authorize us and our payment processor to charge your selected payment method for all amounts due.

Unless otherwise stated in writing:

• fees are non-refundable;
• upgrades and downgrades take effect immediately unless otherwise stated at the time of the change;
• cancellations stop future renewals unless otherwise stated at the time of cancellation;
• unpaid amounts may result in suspension or termination of access.

We may, in our sole discretion, review requests related to billing disputes, duplicate charges, platform errors, or other specific incidents on a case-by-case basis. Any courtesy credit, refund, or adjustment does not waive our right to enforce these Terms in other cases.

We may change pricing or plan features prospectively. Material pricing changes for existing paid subscriptions will be communicated in advance where required by law.

5. License to Use the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business or personal use in accordance with your subscription plan and these Terms.

You may not:

• copy, modify, distribute, sell, lease, sublicense, or commercially exploit the Services except as expressly permitted;
• reverse engineer, decompile, disassemble, or attempt to derive source code, underlying ideas, algorithms, or structure of the Services, except to the extent such restriction is prohibited by law;
• circumvent technical limitations, access controls, plan restrictions, or security measures;
• use the Services to build or benchmark a competing product without our written permission;
• access the Services through unauthorized automation, scraping, or bots;
• interfere with or disrupt the Services or related systems.

6. Customer Content

"Customer Content" means files, text, images, video, project data, annotations, links, metadata, and other content submitted to, uploaded to, stored in, displayed in, or shared through the Services by you or on your behalf.

You retain ownership of your Customer Content, subject to the rights you grant below.

You grant us a non-exclusive, worldwide, limited license to host, store, reproduce, transmit, display, process, adapt, and otherwise use Customer Content only as necessary to:

• provide, maintain, secure, and improve the Services;
• support requested features and workflows;
• back up and restore data;
• comply with law;
• enforce these Terms.

You represent and warrant that:

• you own or control all rights necessary for your Customer Content and your use of the Services;
• your Customer Content and use of the Services do not violate any law, regulation, contract, privacy right, publicity right, intellectual property right, or third-party right;
• you have all permissions necessary to upload, process, display, and share your Customer Content through the Services.

7. Shared Content and External Distribution

The Services may allow you to share project materials, links, or other content with third parties. You are responsible for:

• determining whether shared materials are appropriate for distribution;
• configuring and managing permissions and access settings;
• understanding that anyone with access credentials, tokens, or share links may be able to view or access the shared materials, depending on your settings and product functionality.

We are not responsible for content access resulting from your sharing decisions, your users' actions, compromised credentials, or access granted by you.

8. Acceptable Use

You may not use the Services to:

• violate any law or regulation;
• infringe intellectual property, privacy, publicity, or other rights;
• upload or share unlawful, defamatory, fraudulent, abusive, harassing, hateful, obscene, or otherwise objectionable material;
• distribute malware, harmful code, or malicious payloads;
• attempt unauthorized access to accounts, systems, or data;
• interfere with the integrity, security, or performance of the Services;
• use the Services in a manner that threatens the safety, privacy, or rights of others.

We may investigate violations and suspend or terminate access if we reasonably believe you violated these Terms or created risk for the Services, other users, or third parties.

9. Data Retention and Deletion

We may retain Customer Content and account information for as long as reasonably necessary to provide the Services, comply with legal obligations, resolve disputes, enforce agreements, maintain security, and support backup or disaster recovery practices.

Following cancellation or termination, we may delete Customer Content and account data in accordance with our retention practices, plan terms, and internal operational requirements. You are responsible for exporting or backing up data you want to keep before cancellation or termination.

10. Intellectual Property

The Services, including all software, designs, interfaces, workflows, visual elements, text, graphics, trademarks, logos, and other materials provided by us, are owned by us or our licensors and are protected by intellectual property and other laws.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.

"SpearAtlas" and related names, marks, and logos are our trademarks or those of our affiliates or licensors. You may not use them without prior written permission.

11. Feedback

If you submit suggestions, ideas, feedback, recommendations, or improvement requests regarding the Services, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, create derivative works from, and otherwise exploit that feedback for any lawful purpose without compensation to you.

12. Third-Party Services and Integrations

The Services may interoperate with or include third-party services, infrastructure, payment processors, hosting providers, analytics tools, storage providers, mapping services, or embedded content. Your use of third-party services may be subject to separate terms and privacy policies.

We are not responsible for third-party services, products, content, policies, or acts or omissions, except as required by law.

13. Beta Features

We may offer alpha, beta, preview, experimental, or early-access features. Such features may be incomplete, unstable, modified, or withdrawn at any time and may be provided "as is" without warranties or commitments regarding support, uptime, retention, or availability.

14. Service Availability

We will use commercially reasonable efforts to make the Services available, but we do not guarantee uninterrupted or error-free operation. Maintenance, upgrades, outages, third-party failures, internet conditions, force majeure events, and other factors may affect availability.

15. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RELIABILITY, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY CONTENT OR DATA WILL BE ACCURATE, COMPLETE, AVAILABLE, OR PRESERVED WITHOUT LOSS.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPEARATLAS, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF SPEARATLAS AND ITS RELATED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO SPEARATLAS FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

Some jurisdictions do not allow certain disclaimers or limitations, so some of the above may not apply to you to the extent prohibited by law.

17. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless SpearAtlas and its affiliates, licensors, service providers, and their respective officers, directors, employees, contractors, and agents from and against any claims, damages, liabilities, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• your Customer Content;
• your use of the Services;
• your violation of these Terms;
• your violation of applicable law or third-party rights.

18. Suspension and Termination

We may suspend or terminate your access to all or part of the Services at any time, with or without notice, if we reasonably determine that:

• you violated these Terms;
• your use poses a security risk or legal risk;
• fees are overdue;
• we are required to do so by law;
• continued operation is not commercially practicable.

You may stop using the Services at any time and may cancel paid subscriptions according to your plan and billing settings.

Upon termination, the rights granted to you under these Terms will end immediately, but provisions that by their nature should survive will survive, including ownership, disclaimers, limitations of liability, indemnification, payment obligations, dispute provisions, and any accrued rights.

19. Governing Law; Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Texas, and you and SpearAtlas consent to the personal jurisdiction and venue of those courts.

20. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we may provide notice through the Services, by email, or by other reasonable means. The updated Terms will become effective on the stated effective date.

If we require renewed acceptance, continued use after the effective date will not substitute for required click acceptance where we choose to require it.

21. Export Controls and Sanctions

You may not use, export, re-export, or transfer the Services except as authorized by applicable export control, sanctions, and trade laws and regulations. You represent that you are not located in, under the control of, or a resident of any country or region subject to comprehensive sanctions applicable to the Services, and that you are not on any government list of prohibited or restricted parties.

22. Entire Agreement

These Terms, together with any plan-specific terms, order forms, incorporated policies, and other agreements expressly incorporated by reference, form the entire agreement between you and SpearAtlas regarding the Services and supersede prior or contemporaneous understandings regarding the Services.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce a provision is not a waiver of our right to do so later.

23. Contact Information

If you have questions about these Terms, contact:

SterFlies LLC DBA: SpearAtlas Email: support@spearatlas.com