Specter Website Terms of Use

These Terms apply to public website use and any limited evaluation access that is not governed by a separate written agreement.

If you or your organization has signed an order form, master services agreement, terms of service, data processing addendum, pilot agreement, enterprise agreement, or other written agreement with Upgrade AI, that written agreement governs your use of the Specter platform and controls if there is a conflict with these Terms.

Nothing on the Website changes any signed agreement between Upgrade AI and a customer.

You may use the Website only if you are at least 18 years old or otherwise have the legal capacity to enter into these Terms.

If you use the Website on behalf of a company or other organization, you represent that you have authority to bind that organization. In that case, "you" means both you and that organization.

The Website is intended for business use and is not directed to children. Children under 13 may not use the Website or submit personal information to us.

Our Privacy Notice explains how we collect, use, disclose, and otherwise process personal information.

By using the Website, you acknowledge that personal information will be handled as described in our Privacy Notice, available at:

https://getspecter.com/privacy

If you submit information on behalf of another person or organization, you represent that you have the right to do so.

Some parts of the Website or related evaluation features may require you to create an account, submit a form, authenticate through a third-party service, or provide business information.

You agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

You may not share credentials, impersonate another person, misrepresent your affiliation with an organization, or access the Website or any evaluation feature using credentials that were not issued to you.

We may suspend or terminate access to the Website or any evaluation feature at any time, including if we believe your use violates these Terms, creates security risk, infringes rights, violates law, or could harm Upgrade AI, our customers, our systems, or others.

You may submit information to us through demo forms, website forms, surveys, chat tools, event registrations, email, or similar channels.

You retain any rights you have in materials you submit. By submitting materials, you grant Upgrade AI a non-exclusive, worldwide, royalty-free license to use, reproduce, process, transmit, display, and store those materials as reasonably necessary to respond to your request, provide the Website, operate our business, improve our services, comply with law, and enforce these Terms.

Do not submit confidential, sensitive, regulated, payroll, bank, tax, employee, vendor, customer, or production accounting data through public Website forms unless we specifically request it through an approved secure channel or it is submitted under a written agreement with Upgrade AI.

Unless you have a written confidentiality agreement with Upgrade AI, submissions through the public Website are not confidential, except to the extent they include personal information covered by our Privacy Notice.

If you provide ideas, suggestions, comments, requests, recommendations, or other feedback about Upgrade AI, Specter, the Website, or our products, you grant Upgrade AI a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use that feedback for any purpose without restriction or compensation.

Feedback is not confidential unless we separately agree in writing.

If you submit a form, request a demo, register for an event, subscribe to updates, or otherwise provide business information, we may send communications about Upgrade AI, Specter, your request, and related products or services.

You may opt out of marketing emails by using the unsubscribe link or other instructions included in those messages. We may still send transactional, administrative, legal, security, and service-related messages.

If you provide a phone number and consent to receive texts or calls, we may send messages or calls to that number as permitted by law. Message and data rates may apply. You can opt out of marketing text messages by following the instructions in the message.

The Website and all content, materials, software, designs, graphics, text, images, videos, logos, trademarks, service marks, documentation, product information, reports, blog posts, whitepapers, tools, demos, and other materials made available through the Website are owned by Upgrade AI, our licensors, or other providers.

Subject to these Terms, Upgrade AI grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Website and publicly available content solely to learn about, evaluate, or use Upgrade AI's products and services.

Except as expressly allowed by these Terms or by written permission from Upgrade AI, you may not copy, modify, reproduce, distribute, publicly display, publicly perform, publish, sell, license, transmit, scrape, download in bulk, create derivative works from, or commercially exploit the Website or its content.

No rights are granted by implication, estoppel, exhaustion, or otherwise.

"Upgrade AI," "Specter," our logos, and related names, marks, and branding are trademarks or service marks of Upgrade AI or its affiliates.

You may not use our names, logos, marks, or branding without our prior written permission, except to accurately refer to Upgrade AI or Specter in a non-misleading manner.

You may not imply endorsement, sponsorship, partnership, or affiliation with Upgrade AI unless we have agreed in writing.

From time to time, we may provide access to non-public materials, including security documentation, SOC reports, data processing materials, architecture summaries, product roadmaps, pricing information, sales materials, implementation materials, demos, or other confidential business materials.

Unless a separate written agreement says otherwise, you may use those materials only to evaluate Upgrade AI or Specter for your organization's internal business purposes. You may not disclose, publish, distribute, benchmark, quote, summarize, reverse engineer, use for competitive analysis, or make those materials available to any third party without our written permission.

We may require you to delete or return non-public materials at any time.

You may not use the Website, Website content, or any evaluation feature to:

• violate any law, regulation, contract, or third-party right;
• submit false, misleading, fraudulent, infringing, defamatory, harmful, obscene, or unlawful content;
• impersonate any person or entity or misrepresent your identity, role, authority, or affiliation;
• access or attempt to access systems, data, accounts, or areas you are not authorized to access;
• probe, scan, test, or circumvent security or authentication measures;
• introduce malware, viruses, worms, logic bombs, harmful code, or similar technology;
• interfere with, overload, disrupt, degrade, or impair the Website or related systems;
• use bots, crawlers, scrapers, spiders, scripts, or automated tools to access, extract, copy, monitor, or index the Website or its content, except as permitted by our robots.txt file or written permission;
• harvest email addresses or other data;
• use the Website or its content to train, evaluate, benchmark, fine-tune, improve, or develop an AI model, competing product, or competing service;
• reverse engineer, decompile, disassemble, or attempt to derive source code, models, systems, processes, algorithms, or underlying ideas from the Website, demos, tools, or evaluation features;
• remove or alter copyright, trademark, confidentiality, or proprietary notices;
• use the Website for spam, unsolicited messages, phishing, or deceptive marketing;
• submit production Customer Materials, sensitive financial information, payroll information, bank account information, government identifiers, or regulated data through public Website channels unless authorized by Upgrade AI through a secure process.

Violation of this section may result in suspension or termination of access and may require legal action.

We may update, modify, suspend, or discontinue any part of the Website at any time.

Website descriptions of products, features, integrations, security practices, performance, availability, roadmap items, or future functionality are for general informational purposes only. They are not commitments unless included in a signed written agreement with Upgrade AI.

We do not guarantee that any product, feature, integration, or service described on the Website will be available, uninterrupted, error-free, or suitable for your needs.

The Website, Specter, demos, examples, sample outputs, blog posts, guides, reports, calculators, and other materials are provided for informational purposes only.

Upgrade AI does not provide accounting, audit, tax, legal, investment, financial, compliance, or other professional advice.

You are responsible for professional judgment, human review, approvals, controls, and use of any information, recommendation, output, workflow, or material generated by or viewed through Upgrade AI or Specter.

AI-enabled tools may produce outputs that are inaccurate, incomplete, outdated, non-unique, or inappropriate for a particular use case. You should not rely on any output without appropriate review by qualified personnel.

The Website may contain links to third-party websites, tools, services, integrations, content, or resources. We do not control and are not responsible for third-party services.

Your use of third-party services is governed by their own terms and policies. We are not responsible for third-party content, accuracy, availability, security, privacy practices, or performance.

If you connect third-party systems to Specter under a customer agreement, you are responsible for obtaining required permissions, licenses, credentials, and consents for those systems.

If you believe content on the Website infringes your copyright, any copyright notice should include your name, identification of the copyrighted work, identification of the allegedly infringing material, a statement that you have a good-faith belief the use is not authorized, and a statement that the information in your notice is accurate.

Access to the public Website is currently provided without charge.

Paid services, subscriptions, implementation services, pilots, evaluations, professional services, or platform access are governed by the applicable written agreement, order form, or other terms presented at the time of purchase or access.

We may introduce, change, or discontinue fees for any Website feature or public tool by providing notice or posting updated terms.

To the fullest extent permitted by law, the Website, Website content, demos, evaluation features, and related materials are provided "as is" and "as available."

Upgrade AI disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, and error-free operation.

We do not warrant that the Website will be uninterrupted, secure, accurate, current, complete, compatible with your systems, or free of viruses or harmful components.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to you.

To the fullest extent permitted by law, Upgrade AI and its officers, directors, employees, contractors, agents, affiliates, suppliers, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost data, loss of goodwill, business interruption, cost of substitute services, or damages arising from use of or inability to use the Website.

To the fullest extent permitted by law, Upgrade AI's total liability for all claims arising out of or relating to these Terms, the Website, Website content, or any evaluation feature will not exceed the greater of:

• one hundred dollars ($100), or
• the amount you paid directly to Upgrade AI specifically for access to the Website or applicable evaluation feature in the twelve (12) months before the event giving rise to the claim.

The limits above apply regardless of legal theory, whether based in contract, tort, negligence, strict liability, warranty, statute, or otherwise, and even if Upgrade AI was advised of the possibility of damages.

Nothing in these Terms limits liability to the extent such limitation is prohibited by law.

You agree to defend, indemnify, and hold harmless Upgrade AI and its officers, directors, employees, contractors, agents, affiliates, suppliers, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your use of the Website;
• your submissions or feedback;
• your violation of these Terms;
• your violation of law or third-party rights;
• your misuse of Website content, non-public materials, demos, or evaluation features;
• any activity under your account or credentials.

We may control the defense of any matter subject to indemnification, and you agree to cooperate with that defense.

We may suspend, restrict, or terminate your access to the Website or any evaluation feature at any time, with or without notice, if we believe you have violated these Terms, created risk, infringed rights, violated law, or harmed Upgrade AI, our customers, users, or others.

You may stop using the Website at any time.

Sections that by their nature should survive termination will survive, including sections relating to ownership, restrictions, feedback, non-public materials, disclaimers, limitations of liability, indemnification, governing law, and general terms.

You agree to comply with all applicable export control, sanctions, anti-boycott, and anti-corruption laws and regulations.

You may not use, access, download, or export the Website, Website content, or any related technology in violation of U.S. law or any other applicable law.

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government restricted-party list.

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules that would require the application of another jurisdiction's laws.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any legal action or proceeding arising out of or relating to these Terms or the Website will be brought exclusively in the federal or state courts located in New York City, New York. You and Upgrade AI consent to personal jurisdiction and venue in those courts.

To the fullest extent permitted by law, you and Upgrade AI waive the right to a jury trial in any dispute arising out of or relating to these Terms or the Website.

To the fullest extent permitted by law, any claim must be brought on an individual basis and not as part of a class, collective, representative, or consolidated proceeding.

Nothing in this section prevents either party from seeking injunctive or equitable relief for actual or threatened infringement, misappropriation, unauthorized access, security abuse, or misuse of confidential or proprietary information.

We may update these Terms from time to time. When we do, we will update the Effective Date above.

Changes are effective when posted unless we state otherwise. Your continued use of the Website after updated Terms are posted means you accept the updated Terms.

No update to these Terms will amend a signed customer agreement unless that agreement expressly says otherwise.

These Terms are the complete agreement between you and Upgrade AI regarding the Website and supersede prior or contemporaneous communications about the Website.

You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, corporate transaction, or by operation of law.

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.

Our failure to enforce any provision is not a waiver of our right to enforce it later.

These Terms do not create a partnership, joint venture, employment, agency, or fiduciary relationship.

Headings are for convenience only and do not affect interpretation.