Terms of Service.

1. Agreement

These Terms of Service ("Terms") are an agreement between Spall LLC, a North Carolina limited liability company ("Spall", "we") and the business customer ("Customer", "you") that signs an Order Form or otherwise subscribes to the Spall service. The service is offered to businesses only, not consumers. By using the service you accept these Terms on behalf of your company.

2. The service

Spall provides a manufacturing intelligence platform: an on-premise gateway device that connects to Customer equipment, a cloud application (app.spall.cc) that stores and presents the collected data, and related installation and support services. Specific quantities, tiers, and fees are set in the Order Form.

3. Accounts

Customer designates administrators who manage its users. Customer is responsible for its users' actions, for keeping credentials confidential, and for accurate account information. We may suspend accounts that threaten the security or integrity of the service.

4. Subscription, fees, billing

• Fees, tiers, and machine or gateway counts are stated on the Order Form.
• Subscriptions renew automatically for successive terms unless either party gives notice of non-renewal at least 30 days before the renewal date.
• Invoices are due net 30. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate.
• Fees exclude taxes; Customer pays applicable sales and use taxes.
• Pilot terms (duration, fee, credit toward subscription) are stated in the pilot Order Form.

5. Hardware

• Gateway hardware is purchased by Customer, with title passing on delivery; the hardware fee is credited against the subscription as described on the Order Form.
• Hardware support is by replacement: if a gateway fails, Spall ships a replacement unit and the failed unit is returned. Spall does not perform component-level repair on site.
• Customer provides reasonable site conditions: power, mounting, and physical access consistent with the installation guide.

6. Installation and on-site services

Spall performs initial installation and setup. Customer will provide safe access, an escort where required by site policy, and a point of contact. Spall personnel follow posted site safety rules. Certificates of insurance are available on request.

7. Customer data

• Customer owns its data. All machine, production, and operational data collected from Customer equipment, and all text entered by Customer personnel, is Customer's.
• Customer grants Spall a license to host, process, transmit, and display that data to operate and support the service.
• Spall may use data in aggregated and de-identified form (never identifying Customer, its personnel, or its parts) to improve the service, including training and evaluating analytical models.
• On termination, Customer may export its data in a standard format (CSV or equivalent) for 30 days, after which Spall may delete it. Backups age out on the published backup schedule.
• Spall does not sell Customer data.

8. AI features

Parts of the service generate analysis with machine-learning and language models (for example, answers, summaries, and risk indicators). These are decision support, not guarantees. The service is designed to state its data sources and to say when data is insufficient, and Customer should verify conclusions before acting on them. AI answers are generated from Customer's own tenant data; prompts and outputs are not used to train third-party foundation models.

9. Acceptable use

Customer will not: resell or provide the service to third parties outside its business; attempt to breach or probe security; reverse engineer the service or the gateway software except where law permits; use the service to violate law or third-party rights; or exceed purchased quantities.

10. Confidentiality

Each party protects the other's non-public information with reasonable care and uses it only for the relationship. This survives termination for 3 years; trade secrets survive as long as they remain trade secrets.

11. Intellectual property

Spall owns the service, the gateway software, and all improvements. Customer receives a subscription-term license to use them. Feedback may be used without obligation.

12. Warranties and disclaimers

Spall warrants it will provide the service with reasonable skill and care and substantially as described. EXCEPT AS STATED, THE SERVICE IS PROVIDED "AS IS"; SPALL DISCLAIMS ALL OTHER WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Spall does not warrant that the service will be uninterrupted or error-free, and the service is not a safety system: it must not be relied on as a machine-safety control, guard, or protective device.

13. Limitation of liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE. EACH PARTY'S TOTAL LIABILITY IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE CLAIM. Exceptions (uncapped): Customer's payment obligations, either party's breach of Section 10, misuse of the other's intellectual property, and either party's indemnification obligations.

14. Indemnification

Spall will defend Customer against third-party claims that the service infringes intellectual-property rights and pay resulting damages, with standard exclusions (combinations, modifications, Customer data). Customer will defend Spall against claims arising from Customer data or Customer's breach of law in using the service.

15. Term, suspension, termination

• The agreement runs while any Order Form is active.
• Either party may terminate for material breach uncured after 30 days' written notice.
• Spall may suspend the service for non-payment (after notice) or a genuine security threat.
• Sections that by nature survive (data export, confidentiality, liability, governing law) survive termination.

16. Changes

Spall may update these Terms with 30 days' notice for material changes; continued use after the effective date is acceptance. Order-Form terms prevail over these Terms where they conflict.

17. General

Governing law and venue: North Carolina law governs, and the exclusive venue is the state and federal courts sitting in Mecklenburg County, North Carolina. No assignment without consent except to a successor in a merger or asset sale. Force majeure for events beyond reasonable control (including carrier and cloud-provider outages). Notices to the addresses on the Order Form. Entire agreement is these Terms plus Order Forms.

Contact

Questions about these Terms? Email hello@spall.cc.