Software as a Service (SaaS) Agreement

This Software as a Service Agreement ("Agreement") is entered into between you (referred to as "User", "you", or "your") and Seagull CS, LLC, a Delaware limited liability company (referred to as "Provider", "we", "us", or "our"), regarding your use of the Spectra Core platform (the "Service").

By accessing, using, or subscribing to the Service, you agree to be bound by this Agreement.

1. Grant of License

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business or personal purposes (as applicable), during your active subscription period.

2. Restrictions

You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;
• Modify, translate, create derivative works, or copy any part of the Service;
• Remove or alter any proprietary notices, trademarks, or copyright notices;
• Use the Service in any manner that violates applicable laws or third-party rights;
• Attempt to gain unauthorized access to the Service, other user accounts, or related systems;
• Use the Service to transmit viruses, malware, or harmful code;
• Resell, sublicense, rent, lease, or commercially exploit the Service without our written permission.

3. User Responsibilities

• You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.
• You must use the Service only in compliance with all applicable laws and regulations.
• You are responsible for obtaining and maintaining any equipment, internet access, and software needed to use the Service.

4. Intellectual Property

The Service, including the Spectra Core name and all software, documentation, designs, features, and related materials, is owned by us or our licensors and protected by copyright, trademark, and other intellectual property laws. This Agreement grants no ownership rights, only the limited license described above.

5. Fees and Payment

Subscription Fees: The Service operates on a month-to-month basis by default. Fees are USD $299 per month. Subscriptions auto-renew monthly on the same date (or closest prior date) unless canceled.

Annual Term: An annual subscription is available at a 10% discount, USD $3,229.20 per year, payable in advance. Annual subscriptions auto-renew annually on the same date (or closest prior date) unless canceled. Where an annual subscription is established by a separate order or written agreement, the terms of that order govern to the extent they differ from this Agreement.

Onboarding Fee: A one-time onboarding fee (also called setup or implementation fee) of USD $499 may apply for initial account setup, customization, data migration, training, or related services. Where it applies, this fee is payable upfront upon signup or activation, and is non-refundable except as provided in Section 6 (Money-Back Guarantee). We may waive this fee in whole or in part, and it is currently waived for new subscriptions. A waiver applies only to the subscription for which it is given and does not waive the fee for any later subscription.

Payments are processed via Stripe.

Unless otherwise stated, all fees (including onboarding) are non-refundable except as expressly provided in Section 6 or in cases of our material breach.

6. 30-Day Money-Back Guarantee

We offer a 30-day money-back guarantee on your initial subscription to demonstrate confidence in the Service.

• If not fully satisfied, request a full refund of fees paid for the Service (including onboarding fee if requested within the window, excluding transaction fees).
• Applies only to your first/initial subscription and must be requested within 30 days from initial payment or activation.
• Contact us through the contact form on our website with account details.
• Upon approval: (i) we terminate access, (ii) refund to original method within 5 business days, (iii) you cease use and delete materials.
• Limited to one per tenant; excludes renewals, upgrades, add-ons, or post-30-day requests. Does not apply to misuse or breach.

After 30 days, payments are final except for our material breach or as required by law.

7. Term and Termination

The term begins on activation and continues for successive billing periods, monthly or annual according to the subscription taken, until terminated.

You may cancel anytime via account settings or by contacting us at the contact form on our website. Cancellation takes effect at the end of the current paid period (no pro-rated refunds for partial periods except under Section 6).

We may terminate or suspend access anytime, with or without cause or notice, including for breach or non-payment.

Upon termination: license ends, cease use; no refunds for partial periods (except as in Section 6).

8. Disclaimers and Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF SUCH POSSIBILITY. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM (OR $100 IF NO PAYMENT).

9. Indemnification

You agree to indemnify and hold us harmless from claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from your use of the Service, violation of this Agreement, or infringement of third-party rights.

10. Data and Privacy

Ownership of Client Data

You retain all right, title, and interest in and to your Client Data (including any intellectual property rights therein). We claim no ownership rights to your Client Data. "Client Data" means any data, information, content, or materials that you upload, submit, store, transmit, generate, or process through your use of the Service.

We may access, use, process, store, and disclose your Client Data solely to: (i) provide, maintain, support, and improve the Service; (ii) prevent or address service, security, technical, or support issues; (iii) comply with applicable laws or valid legal process; and (iv) as otherwise expressly permitted in this Agreement.

We may create, use, and disclose anonymized, aggregated, or de-identified data derived from Client Data (which no longer identifies you or any individual) for purposes such as analytics, research, product development, benchmarking, and marketing, without restriction or obligation to you.

Upon termination of your subscription or at your written request, we will make your Client Data available for export or download in a reasonable format for a period of 30 days, after which it may be deleted in accordance with our data retention policies (subject to any legal retention obligations).

Additional details regarding data collection, use, security, storage, and your rights are set forth in our Privacy Policy.

11. Governing Law

This Agreement is governed by the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles.

12. Changes to Agreement

We may update this Agreement from time to time by posting the revised version on our website or notifying you. Your continued use of the Service after such changes constitutes acceptance of the updated terms.

13. Entire Agreement

This Agreement constitutes the entire understanding between you and us regarding the Service and supersedes all prior or contemporaneous agreements, representations, or understandings.

If you have questions, contact us through the contact form on our website.

By using the Service, you acknowledge that you have read, understood, and agree to this Agreement.