Terms and Conditions

LAST UPDATED: 3/28/2026

Thank you for using Spera. By using Spera, you agree to these Terms of Service, which form a legal agreement between you and us. If you are using Spera on behalf of an organization, you are agreeing to these Terms on that organization’s behalf. These Terms apply to your use of our Website and Services.

1. Definitions

“We,” “Our,” or “Us” refers to Spera, Inc., a Delaware corporation, including our employees, directors, officers, affiliates, and subsidiaries.

“You” or “Your” refers to the person or entity registered with us to use the Spera Services.

“Terms” means these Terms of Service, which include our Privacy Policy.

“Website” means our website at Spera.io, including all subdomains and associated domains, and any other websites we operate now or in the future.

“Services” means our Website, APIs, applications, our content, and various third-party services that make up Spera.

“Spera” means our Website and Services collectively.

“Information” means all forms of data that you provide us and that we collect from you through your use of the Services, your software, and your devices.

2. General Rules

To use Spera, you must:

1. be at least eighteen (18) years of age;
2. complete the registration process;
3. provide current and accurate information;
4. agree to these Terms; and
5. promise to follow these rules:
   • You are responsible for all content you provide and for all of your activities on Spera.
   • You will use Spera in compliance with all applicable laws, rules, and regulations.
   • You will not use Spera to solicit the performance of any activity which infringes our rights or the rights of others.
   • You will not use Spera to upload, transmit, or otherwise distribute any objectionable content, as solely determined by us.

If you violate any of the above or any other rule in these Terms, we may terminate your account. Your actions may also subject you to legal consequences.

As long as you comply with these Terms, we grant you a non-exclusive, non-transferable, limited license to use Spera. Your use of Spera is at your own risk.

3. Intellectual Property

Your content is yours. We do not claim any ownership or intellectual property rights over the information you provide or that is provided to us.

We own Spera. You may not copy, reproduce, alter, modify, resell, mirror, or create derivative works of Spera, our Services, or our content without our prior written permission.

You grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to incorporate into Spera or otherwise use any suggestions, enhancement requests, recommendations, or other feedback we receive from you or your agents.

4. Passwords & Accounts

You are responsible for keeping your account name and password confidential, and for any account you have access to. You agree to notify us immediately of any unauthorized use of your account(s). We are not responsible for any losses due to stolen or hacked passwords.

You will not represent that you are any other individual or entity unless that individual or entity has given you written permission to act on their behalf.

5. Payment Terms

If your use of our Services requires a one-time or subscription payment, the following terms apply, along with the order and payment terms provided on the Website.

• All payments are billed in U.S. dollars. Your ability to use the Services begins as soon as your initial payment is processed.
• Month-to-month subscriptions are charged at the rate stated at sign-up, every month, until you cancel.
• Cancellations within 14 days of your order receive a full refund. Cancellations after 14 days are non-refundable; service continues until the end of the current billing period.
• You must pay with a valid credit or debit card and keep your payment information current, accurate, and complete. Failure to do so may result in suspension or termination of your access.
• You authorize us to store your payment information and initiate charges as agreed in your order, consistent with our prevailing billing practices.
• To avoid service interruption, we may participate in card-provider programs (e.g., updater services, recurring billing programs), and you authorize us to continue billing your account with updated information obtained from those programs.
• Your access will automatically renew for equivalent periods at then-prevailing rates unless cancelled or terminated as set forth herein.
• All fees are exclusive of applicable taxes or duties. You are solely responsible for all such taxes or duties.
• We reserve the right to change service fees upon thirty (30) days’ notice, provided by posting the changes on Spera or by email.

6. Cancellation & Termination

You are solely responsible for properly cancelling your account. You may cancel at any time by logging into the Website and closing your account. An email or phone request is not considered cancellation.

Upon cancellation or termination, your account will be immediately disabled. Your account and information cannot be recovered once the account is closed. We retain the right to retain or delete your data at our sole discretion.

We reserve the right, but are not obligated, to refuse service to anyone and to close your account(s) without notice, for any or no reason.

7. Indemnification

You agree to indemnify and hold us harmless from any and all demands, losses, liabilities, claims, or expenses (including attorneys’ fees) made against us by any third party arising out of or in connection with your use of Spera.

8. Representations & Warranties

To the maximum extent permitted by law, we provide Spera on an “as is” and “as available” basis. We disclaim all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose, and any warranties that:

1. Spera will meet your specific requirements;
2. Spera will be uninterrupted, timely, secure, or error-free;
3. results obtained from the use of Spera will be accurate or reliable;
4. the quality of any products, services, or information obtained through Spera will meet your expectations; and
5. any errors in Spera will be corrected.

9. Limitation of Liability

To the fullest extent permitted by law, you assume full responsibility for your use of Spera. We disclaim liability for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if we had been advised of the possibility of such damages.

We disclaim all liability for the acts, omissions, and conduct of any third parties related to your use of Spera and any linked sites or services. Your sole remedy for dissatisfaction with Spera is to stop using it.

If we are nonetheless found liable to you for any damage or loss connected with your use of the Website or Services, our liability shall not exceed the amount you paid us for the Services in the previous month. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

10. Governing Law & Dispute Resolution

All matters relating to your access to or use of Spera, including all disputes, shall be governed by the laws of the United States and the State of Utah, without regard to conflicts-of-laws provisions. You consent to personal jurisdiction and venue in the state and federal courts in Salt Lake City, Utah, and waive any objection to such jurisdiction or venue.

Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim is barred. No recovery may be sought for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.

In the event of any dispute, the parties shall attempt in good faith to resolve it within thirty (30) days. If unresolved, either party may submit the matter to mediation. If mediation fails, the parties are free to pursue any remedy available under applicable law.

11. Force Majeure

We are not liable for any delays or failure in performance of any part of the Services resulting from any cause beyond our reasonable control.

12. Severability

If one or more provisions of these Terms are held unenforceable, those provisions will be modified as minimally as necessary, and the remainder of the Terms will remain valid and enforceable.

13. Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

14. No Waiver

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15. Entire Agreement

These Terms, together with all documents incorporated by reference, constitute the entire agreement between you and us and govern your use of Spera, superseding any prior agreements, including any prior versions of the Terms of Service.

16. Amendments & Changes to Spera

We reserve the right, at our sole discretion, to change, modify, add, or remove portions of these Terms at any time. Amendments will not be effective until revised Terms are posted on the Website. Any new features that augment or enhance Spera are subject to these Terms unless explicitly stated otherwise.

It is your responsibility to check these Terms periodically for changes. Your continued use of Spera following the posting of changes constitutes your acceptance of those changes.

We reserve the right at any time, without notice, to:

interrupt the operation of Spera, or any portion of Spera, to perform routine or non-routine maintenance, error correction, or other changes.

modify, suspend, or terminate operation of or access to Spera, or any portion of Spera, for any reason;

modify or change Spera, or any portion of Spera, and any applicable policies or terms; and