Spryng.io Terms of Use

Version: 2.1
Effective date: November 2, 2026

PLEASE READ THESE TERMS OF USE CAREFULLY. THEY GOVERN YOUR ACCESS TO AND USE OF THE SERVICES, SUBJECT TO THE NOTICE AND ACCEPTANCE REQUIREMENTS BELOW.

These Terms of Use (“Terms”) are an agreement between Spryng.io LLC (“Spryng,” “we,” “us,” or “our”) and you (“you” or “User”). These Terms, together with the documents incorporated below, constitute the Spryng Terms package.

1. Scope; Acceptance; Incorporated Terms; Order of Precedence

1.1 Scope. These Terms apply to (a) visitors to Spryng websites; (b) individuals who create or access an Account; and (c) individuals who access or use the Services.

1.2 Acceptance. You accept these Terms by (i) accessing or using the Services; (ii) registering for an Account; or (iii) clicking “accept,” “agree,” or similar when presented with these Terms.

1.3 Incorporated Documents. The User Agreement and Privacy Policy accompany these Terms. Where applicable, the Data Processing Agreement (“DPA”), GDPR & International Transfers Addendum, Data Subprocessors List, and any executed Order Form, enterprise addendum or Statement of Work (“SOW”) also apply. Controlled documents are provided through the linked review-request pages; their applicable versions must be made available before the covered service or processing begins. A link to a request page is not itself acceptance of an unseen document.

1.4 Order of Precedence. Mandatory law controls. An executed Order Form, enterprise addendum or SOW controls for its subject matter, except where the applicable DPA expressly provides otherwise. The DPA controls data-processing obligations. These Terms control over the User Agreement if they conflict; the User Agreement supplies operational detail. The Privacy Policy explains processing and privacy rights and does not enlarge the Content licence or reduce protections in these Terms or the DPA. Plan-specific access and export commitments accepted at signup are preserved as described in Sections 4 and 18.

1.5 Mandatory Local Law. Nothing in these Terms limits rights you may have under mandatory local law.

2. Definitions

“Account” means a registered account used to access the Services.
“Account Owner” means the individual or entity that establishes and administers an Account.
“Add-ons” means optional features or integrations enabled pursuant to an Order Form or configuration settings (e.g., Insider Pools, recruitment integrations, publishing-related features).
“Conference Event Pass” means a fixed-term, non-recurring 14-day single-event license designed for live conference, symposium, or summit participant sensemaking, real-time pulse collection, and post-event reflection without recurring subscription commitments. The $299 fee is fully credited toward Praxis if Praxis starts within 30 days of purchase. After the 14-day licence, reports stay read-only for 60 days.
“Inquiry Blueprints” means pre-architected, context-specific inquiry templates and instrument configurations deployable with one click for rapid sensemaking.
“Praxis Collaborative” means a collaborative team sensemaking tier enabling small cross-functional teams, consulting cohorts, or regional practices to design, test, and run active inquiries with shared workspace controls.
“Authorized Users” means individuals granted account or workspace access by the Account Owner, such as administrators and facilitators. Participation alone does not make a respondent an Authorized User.
“Participant” means a person invited to contribute or interpret a story, respond to an inquiry, or take part in a room or study. A Participant may also hold a separately assigned workspace role; the rules for that role apply only to that access.
“Organization Account” means an organizational Account (including Project and Enterprise Accounts) established and administered by an Account Owner on behalf of an entity.
“Organization Admin” means an Authorized User granted organization-level administrative permissions for an Organization Account, including role assignment, access controls, billing/security posture, or Project governance settings where enabled.
“Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked with an identifiable person, including “Personal Data” as defined in the DPA where applicable.
“Spryng Care Agreement” means Spryng's written authorization for Personal Information collection in a specific Project or use case. Contact support@spryng.io for a Spryng Care Agreement.
“Spryng Data Security Training” means data-security training made available or recognized by Spryng for outside consultants and external practitioners before they access an Organization Account.
“Verified Domain” means one or more email domains controlled by the Account Owner and verified through Spryng's domain-verification process.
“Content” means data, text, narratives, prompts, responses, interpretations, files, media, and other information submitted, uploaded, transmitted, or otherwise made available through the Services.
“Insider Pool” means an opt-in registry indicating willingness to be invited to participate in Project opportunities.
“Journally” means Spryng’s individual journaling experience for personal reflection, if offered.
“Order Form” means an ordering document executed by Spryng and you (or your organization) that identifies Services, quantities, term, and fees (if any).
“Project” means a governed organizational learning container enabled under an organizational Account.
“Services” means the products, features, applications, subscriptions, and services offered by Spryng and made available under these Terms and any applicable Order Form.
“Studio Plans” means Sensemaking Studio plans intended for learning and small-scale facilitation.
“User” or “you” means any person or entity that accesses or uses the Services.

3. Services; Availability; Changes

3.1 Services Overview. Spryng provides Services that may include Studio Plans, Projects, participant experiences (including Journally if offered), Add-ons, integrations, and Professional Services under separate written agreements.

3.2 Delivery Surfaces; Internal Tooling. The Services may be delivered through different software applications or interfaces. Internal administrative or operational tools, names, and structures are not part of the public offering and may change over time.

3.3 Availability; Maintenance. Spryng may modify, suspend, or discontinue the Services (or any part thereof) at any time, including for maintenance, security, operational integrity, legal compliance, or product evolution.

3.4 No Reliance. You agree not to rely on the continued availability of any feature, integration, or functionality except as expressly set forth in an Order Form.

4. Commercial Tiers, Event Passes, and Projects

4.1 Plans and Scope. The Plans & pricing page describes current offers. The plan, allowances, fees, billing cycle and any fixed term disclosed and accepted at signup or in an Order Form govern your purchase. Later website edits do not by themselves change an existing agreed term.

• Personal Sensemaking: free individual reflection with one read-only library instrument and device-stored stories. Editing that chosen instrument is an optional $49/year add-on. Device-only content and exports are addressed in Sections 13.4 and 18.5. Journally, where offered, is a separate individual or project-linked experience; it does not automatically share Personal Sensemaking's device-only model.
• Prompter (formerly Gather): free collection using Plaza collectors, with 100 stories per month across the account. The optional $19.63/month add-on removes that monthly story-volume limit. Generous media storage remains subject to Section 4.5. Publishing a collector design to the Plaza does not by itself publish the responses collected with it.
• Sensemaking Studio: the book-linked learning offer provides 365 days with verified book purchase, or 90 days for library readers. It requires no payment card and does not convert automatically to a paid plan. After the applicable access period ends, 30 days of read-only access and export remain available under Section 18.3.
• Inquiry: a recurring subscription for designing and running inquiries, priced per active sensor. Additional sensors follow the selected plan's rate: $49/month per sensor billed annually ($588/year), or $59/month per sensor billed monthly.
• Praxis (also described as Praxis Collaborative): a recurring collaborative plan with facilitator seats, shared rooms and pooled participant allowances disclosed at signup.
• Spryng Field Study: a quoted, 12-month package combining Praxis access with specified study design, calibration, facilitation and readout services. The quote states the included work and any renewal of software access; services do not repeat automatically.
• Research Organization: an institutional plan quoted with Spryng Care and the agreed governance, capacity, residency and support scope. The Order Form states the term and renewal arrangements.
• Conference Event Pass: a $299, non-recurring, 14-day single-event licence. It expires without renewal, followed by 60 days of read-only reports and export under Section 18.3. The fee is fully credited toward Praxis if Praxis starts within 30 days of purchase. A full refund is available on request within 14 days of purchase if the pass has not been activated (no room opened and no participant response). There is no refund after activation except where law requires otherwise. A refund voids the Praxis credit; a pass whose credit has been used cannot be refunded except where law requires otherwise.

4.2 Promotion Requires Separate License. Spryng may permit an Account Owner to “promote” work created under an Inquiry Blueprint or Studio Plan into an organizational Project. Any promotion is subject to:
(a) purchase/activation of a separate Project license (and any required Add-ons/enterprise enablement), and
(b) acceptance of updated governance settings and participation/consent requirements applicable to the Project.

4.3 Safeguards; Re-Consent. Promotion availability and what may be promoted may vary. Spryng may require re-consent, re-invitation, or other safeguards before previously collected content may be used within a Project.

4.4 Method Governance & Participant Safeguards. On all commercial tiers, the Account Owner and all Users agree to adhere to Spryng's foundational governance doctrine: (a) Minimum-N Protections: Segmented views and micro-demographic filters must respect minimum response thresholds (Minimum-N) to prevent de-anonymization of participants. (b) No Individual Performance Discipline: Customer agrees that lived experience narratives and sensemaking study data will NOT be used for individual punitive disciplinary actions, adverse performance reviews, or termination decisions. (c) No AI Model Training Commitment: Spryng does not use Customer Content to train third-party AI models or external LLMs.

4.5 Story Allowances and Fair-Use Media Storage. Story allowances apply across the account unless the accepted offer states otherwise. “Unmetered stories” removes the stated monthly story-volume limit; it does not mean unlimited media storage, bandwidth, processing or third-party services. Prompter includes generous media storage for the collection and use of stories under its plan. It is not a general-purpose file-hosting, backup or media-distribution service.

Fair-use review may be needed when sustained media storage, transfer or processing materially exceeds the needs of the plan's intended use or impairs service for others. A large or long-running study is not, by itself, misuse. We will contact the Account Owner with the usage concern, proposed remedy and a reasonable response period to discuss reducing unnecessary media, adjusting usage or arranging additional capacity. We will not automatically charge for additional capacity, upgrade a plan or delete stored stories solely because an internal review threshold is reached. Additional paid capacity requires your agreement.

If the concern remains unresolved after notice and a reasonable opportunity to respond, we may proportionately limit new media uploads or the affected processing. Existing read and export rights remain subject to Section 18. Immediate restrictions may be necessary for security, unlawful use or material harm to the service; we will explain them as soon as reasonably practicable and legally permitted. This clause does not replace a specific allowance or retention commitment in an accepted Order Form.

5. Eligibility; Intended Use

5.1 Age. You must be at least eighteen (18) years old (or the age of majority in your jurisdiction) to access or use the Services, unless a separate written project contract signed by Spryng and the applicable Account Owner expressly permits otherwise for a specific project.

5.2 Organizational vs Individual Use. Organizational Services (including Projects and related enterprise capabilities) are intended for business, public-good, and academic use. Journally may be offered for individual personal reflection. You must comply with applicable law in all use cases.

5.3 Authority to Bind. If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity. In that case, “you” includes the entity.

5.4 Self-Serve Organizational Use. If you purchase, configure, launch, or use a self-serve Project, Program, Add-on, or organizational Account on behalf of an entity, you are responsible for confirming that the use is authorized by that entity and complies with all applicable laws, regulations, participant notice obligations, sector-specific requirements, internal policies, procurement requirements, and jurisdiction-specific requirements that apply to your organization, your participants, and your intended use. Self-serve access must not be used to bypass security, privacy, legal, procurement, ethics, public-sector, institutional-review, or data-protection review required by your organization or applicable law. Governmental organizations are treated as organizational and Enterprise users for these purposes and may be subject to additional public-sector requirements, including public records, procurement, accessibility, records retention, security authorization, data classification, statutory notices, and jurisdiction-specific rules. Enterprise, government, regulated, sensitive, or multi-jurisdictional deployments may require an Order Form, DPA, Spryng Care Agreement, enterprise addendum, or other written approval before broader rollout or participant collection.

6. Accounts; Roles; Participation; No Guarantees

6.1 Role-Based Access. Access is role-based. Roles must be explicitly assigned; no role implies another.

6.2 Credential Integrity. Each set of credentials is personal to a single user and may not be shared or used concurrently by more than one person.

6.3 Participation Is Voluntary. Participation in Projects is voluntary.

6.4 No Guaranteed Participation or Outcomes. Spryng does not guarantee participation, response rates, completion, engagement over time, consensus, or outcomes.

6.5 Account Owner Responsibility. Account Owners are responsible for configuration, permissions, invitations, participation windows, and compliance with applicable law and internal policy.

6.6 Organization Admin Access (Employee-Only). Organization Admin roles may be assigned only to employees of the Account Owner's organization who use an email address on the Account Owner's Verified Domain. Consultants, facilitators, agencies, external advisors, contractors, and other third parties may not hold Organization Admin roles for an Organization Account. Account Owners are responsible for ensuring Organization Admin assignments remain limited to eligible employees and promptly removing Organization Admin access when employment or eligibility ends.

6.7 Temporary consultant access. An Organization Admin may grant a consultant, facilitator, external advisor, coach, researcher, or similar third party temporary, scoped non-admin access only when: (a) the access is authorized by the Account Owner for a specific Project or engagement; (b) if the individual is gaining access to an Organization Account as an outside consultant or external practitioner, the individual has completed Spryng Data Security Training; (c) the scope and duration of access are recorded; (d) access is consistent with applicable law, confidentiality obligations, participant consent, and organizational policy; and (e) access is promptly removed when the engagement, authorization, or required training eligibility ends or lapses. Spryng may verify Spryng Data Security Training status, restrict or suspend non-conforming access, and require removal of access that does not meet these requirements.

6.8 Authorized User Email Domain (All Accounts). For all Accounts, any Authorized User added beyond the Account Owner must use an email address on the Account Owner's Verified Domain, except for individuals who meet the temporary consultant access requirements in Section 6.7. The Account Owner is responsible for: (a) verifying and maintaining its Verified Domain(s); (b) recording the scope and duration of any permitted consultant access; (c) ensuring access is consistent with applicable law, confidentiality obligations, and participant consent; and (d) promptly removing access when the user no longer requires it. Spryng may enforce this requirement through technical controls (including invitation restrictions and domain checks) and may suspend or restrict non-conforming access. Individual single-user accounts require no separate Verified Domain. Participants need not share the Account Owner’s domain solely to respond to an invitation or take part in a study or room. Participant access remains limited by the invitation, permissions and consent; it does not grant account administration or workspace membership.

6.9 Personal Information Collection Requires a Spryng Care Agreement. Organization Admins may not configure, launch, or operate a Project, prompt, instrument, upload workflow, invitation process, or reporting workflow to solicit, collect, or upload Personal Information from or about participants unless the Account Owner has an active Spryng Care Agreement covering that Project or use case. This restriction does not apply to ordinary account, billing, authentication, support, and operational information required to administer the Services. Account Owners are responsible for ensuring that any permitted Personal Information collection follows the applicable Spryng Care Agreement, the Privacy Policy, the DPA where applicable, participant consent terms, and applicable law. Using pseudonyms or removing names does not remove this requirement where a person remains identifiable from the story, associated data or other reasonably available information. Account Owners must resolve the applicable collection permission before launching a study. Contact support@spryng.io for a Spryng Care Agreement.

6.10 Insider Pools (If Enabled). If Insider Pools are enabled, pool membership indicates opt-in availability only and does not guarantee invitation, participation, response rates, or outcomes. Participation begins only after an individual affirmatively accepts applicable Project-specific participation terms and/or consent notices. Insider Pool membership does not automatically grant Journally access or create a paid Journally seat. You may not sell access to people through Insider Pools.

7. Fees; Payment; Taxes (If Applicable)

7.1 Fees. Fees (if any) are set forth in an Order Form, checkout flow, or SOW. Unless expressly stated otherwise, fees are non-refundable.

7.2 Taxes. Prices are in USD, plus applicable taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, levies, duties, or similar governmental assessments, except where Spryng is required by law to collect or remit.

7.2A Subscriptions, Add-ons and Cancellation. Monthly subscriptions and monthly add-ons renew each month; annual subscriptions and annual add-ons renew each year, until cancelled. The amount, billing frequency, term and renewal terms are disclosed before purchase, and recurring charges require your express agreement. We remind you 30 days before annual renewal. A quoted package renews only as agreed in its Order Form.

Cancel renewal at any time in account settings. If that option is unavailable or fails, contact support@spryng.io; we will record the request when received and confirm the cancellation and effective date. A cancellation received before the next renewal stops that renewal. Paid access continues through the already-paid billing period unless you request earlier closure or access is restricted for cause. Partial-period refunds follow the applicable offer, Order Form and mandatory law.

Cancelling an add-on stops its renewal without deleting the account or previously stored stories. When the Prompter unmetered-story add-on ends, new collection returns to the free allowance; media remains subject to fair use. Cancelling a subscription is distinct from requesting deletion of your account or Content. Retention and export are addressed in Section 18. Free plans and Studio do not become paid subscriptions without an affirmative purchase. Event Pass does not renew.

7.2B Academic and nonprofit discount. Accredited academic institutions and registered nonprofits may receive 50% off licence fees after eligibility is confirmed. The discount applies to Inquiry, Praxis, extra Praxis seats, extra sensors, the Cohorts Pack, the Participant pool, AI Pattern Synthesis, the Research Organization licence, and Research Organization admin seats. It does not apply to the Event Pass, the Personal instrument-editing add-on, Spryng Care, storage, media credits, pilots, Instrument Design, Calibration & Review, or other services. One discount per order. It does not combine with another coupon or promotion code. Government bodies are not eligible. Students at an accredited degree-granting institution may qualify for Inquiry and Praxis. A nonprofit shows an active registration in an official registry. Academic eligibility uses an institutional email plus billing to the institution or a public staff, faculty, or student listing. Eligibility is confirmed before purchase. There are no public promotion codes.

7.2C Credits. Credits apply after discounts, to the amount payable. A credit does not take an invoice below $0. Credits have no cash value, are not transferable, and do not carry over. One credit source applies per account in its first paid year. If more than one qualifies, the larger one applies. Unused Praxis time credited on a move to Research Organization is a refund of unused time and is not that credit source. Calibration & Review ($950) may be credited against the first year when an existing instrument is migrated during onboarding, once per organization.

7.2D Seasonal pause. Monthly Inquiry and Praxis can pause for up to 3 months in any rolling 12 months. While paused, there is no charge and the workspace is read-only, with export allowed. Billing resumes automatically. Annual plans cannot pause.

7.2E Multi-year prepay. Praxis or Research Organization may be quoted for 2 or 3 years paid up front at the year-1 price, with no annual price increase during the term. If you cancel, unused full contract years are refunded in proportion to those years, less any credits applied. The current annual term is not refunded except where the law requires it.

7.2F Pilots and services. A pilot quoted from $4,950 covers instrument design for one instrument, Calibration & Review, one online collection for a standard 10-week pilot, and one readout session. It does not include phone or paper collection, a second sensemaking session, or hosting outside the default region. The scope is fixed and confirmed in a written quote. Half is due at kickoff and half at readout. The kickoff half is not refunded once the kickoff session has been held. Other services follow the quote.

7.3 Changes. Price or material allowance changes apply prospectively, subject to any fixed term or agreed price protection. We will provide notice before a changed charge or allowance takes effect, explaining the change, its effective date and how to cancel or discuss alternatives. Any consent required by law will be obtained. A website edit alone does not authorise a new charge.

7.4 No Escrow or Marketplace Brokerage. The Services do not include payment escrow, user-to-user contract administration, or marketplace brokerage between customers and third parties.

8. Acceptable Use; Restrictions

8.1 General. You agree not to misuse the Services and to comply with all applicable laws.

8.2 Prohibited Conduct. You may not (and may not attempt to):
(a) use the Services for unlawful purposes;
(b) access, tamper with, or use non-public areas of the Services or other accounts without authorization;
(c) introduce malware, harmful code, or security exploits;
(d) reverse engineer, decompile, or derive source code except as permitted by law;
(e) perform load testing, stress testing, or benchmarking without Spryng’s prior written consent;
(f) use the Services to build, benchmark, or develop a competing product;
(g) attempt to re-identify participants where anonymity or pseudonymity is expected;
(h) use the Services in a manner that undermines consent, dignity, or safety;
(i) configure, launch, or operate a Project to collect Personal Information without a Spryng Care Agreement where required by Section 6.9;
(j) scrape, harvest, or mass-export content beyond intended functionality; or
(k) publish, disclose, or export Content in ways that violate participation terms, confidentiality, or applicable law.

8.3 Suspension/Termination for Cause. Spryng may suspend or terminate access for violations of these Terms, security risk, or unlawful use.

9. Decision-Support Tools; No Advice

Spryng may provide reflection tools, configuration exemplars, and decision-support interfaces intended to help Users consider trade-offs in complex contexts. These are illustrative and non-prescriptive and do not constitute legal, medical, clinical, HR, safety, or compliance advice. You remain responsible for your decisions and actions.

10. Publishing and Visibility Controls (If Enabled)

If publishing or reporting features are enabled, publication is subject to governance controls designed to protect participant dignity, privacy, and safety. Spryng may restrict, suspend, or disable publishing features where publication would reasonably risk harm, unlawful disclosure, re-identification, or misuse.

11. Third-Party Services; Transcription, Translation, and PII Redaction

11.1 Third-Party Providers. Spryng uses third-party providers (e.g., hosting, analytics, messaging, and feature processors) to operate and deliver certain features.

11.2 Transcription, Translation, and PII Redaction Processing. Some features may use automated or third-party processing for transcription, translation, or PII redaction. When enabled, Content may be processed by third-party providers solely to deliver that functionality, as described in feature notices and the Privacy Policy. Spryng's AI-assisted features are transcription, translation and redaction of responses, and the optional AI Pattern Synthesis add-on. Each is optional. An account owner can ask us to turn any of them off for their organization by emailing privacy@spryng.io, and we confirm in writing when it is done. Turning off AI redaction does not turn off rule-based redaction. Automated transcription, translation, and PII redaction outputs may contain errors and are not guaranteed to be accurate.

11.3 Third-Party Terms. Third-party services are governed by their own terms. Spryng is not responsible for third-party services, their terms, or their performance.

12. Privacy; Data Protection

Use of the Services is governed by the Privacy Policy. Organizational customers may also be governed by a DPA. Depending on context, the Account Owner may be the controller and Spryng may act as processor/service provider.

13. Intellectual Property; Content Licenses

13.1 Spryng IP. The Services and all related software and materials (excluding your Content) are owned by Spryng or its licensors and are protected by intellectual property laws.

13.2 Limited License. Subject to these Terms and any Order Form, Spryng grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your permitted purposes during the applicable term.

13.3 Your Content. You retain rights in your Content as between you and Spryng, subject to the licenses granted below and the DPA/Privacy Policy as applicable.

13.4 Limited Service Licence. For Content you provide to Spryng or direct the Services to process, you grant Spryng a non-exclusive, worldwide licence only as needed to provide, maintain and secure the Services, carry out your instructions, enforce these Terms and comply with law, consistent with the Privacy Policy and DPA. Service-improvement use is limited by Section 13.5. This licence does not transfer ownership or permit unrelated publication or sale of your Content. Personal Sensemaking reflections kept solely on your device are not supplied to Spryng under this licence. If you choose to upload or share them through a hosted service, that processing is governed by the applicable notice, permissions and agreement.

13.5 Anonymised Data for Service Improvement. For initiatives that are not private or confidential, not subject to a Business Associate Agreement (“BAA”), and not otherwise restricted by an Order Form, SOW or DPA, Spryng may create and use genuinely anonymised data for troubleshooting, quality assurance, security analysis and improvement of its own platform. This permission does not apply to information reasonably understood to be confidential merely because no private label was selected.

Anonymised data must not identify a person or permit identification by means reasonably likely to be used, considering the data and available context. Aggregation, masking, obfuscation or pseudonyms alone do not establish anonymity. Data that remains identifiable continues to receive the applicable personal-data protections and may not be reused under this clause. Creating anonymised data must itself comply with the DPA, applicable notices, instructions and law. Spryng will not attempt to re-identify anonymised data, use BAA-covered Protected Health Information or private/confidential Content for these improvement purposes, or use Customer Content to train third-party AI models or external LLMs. This clause does not authorise additional processing merely because it is described as research or product improvement.

13.6 Feedback. If you provide feedback, you grant Spryng a perpetual, irrevocable, royalty-free license to use and incorporate it without restriction.

14. Confidentiality

14.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood as confidential.

14.2 Obligations. The receiving party will use Confidential Information only to perform under the Spryng Terms package and will protect it using reasonable care.

14.3 Exclusions. Confidential Information does not include information that is publicly available without breach, independently developed, or rightfully received from a third party without duty of confidentiality.

15. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRYNG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPRYNG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SPRYNG OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA, 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, SPRYNG’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO SPRYNG FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

17. Indemnification

You agree to indemnify, defend, and hold harmless Spryng and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) your use of the Services;
(b) your violation of these Terms;
(c) your Content; or
(d) your violation of applicable law.

18. Suspension; Termination; Exports

18.1 Suspension/Termination. Spryng may suspend or terminate access for cause, including breach, unlawful use, security risk, or violations of these Terms.

18.2 Effect. On expiration or termination, active service access ends except for read-only and export access expressly preserved below, in an accepted offer or in an applicable agreement. Restrictions needed to protect security, confidentiality or comply with law still apply; where feasible, we will provide a safe alternative export method.

18.3 Read-Only and Export Windows. After the applicable Studio access period ends, the Account Owner has 30 days of read-only access and export. After the Event Pass's 14-day licence ends, the Account Owner has 60 days of read-only reports and export. A refunded Event Pass has no such window: the refund ends the licence and read-only access at once. These windows apply even though the account is free or expired. Exports are limited to Content the requester is authorised to receive; they do not bypass participant consent or another person's access restrictions. Other plans use the period disclosed at signup or agreed in an Order Form or DPA. Where no period was specified, we will provide notice and a reasonable opportunity to export before routine deletion. No indefinite hosting or retention is promised.

18.4 Retention and Deletion. Ordinary expiration, downgrade, inactivity or non-payment does not override the export windows or an agreed retention period. Before routine deletion of hosted Content, we will notify the Account Owner of the planned deletion date and available export options and honour the applicable export window. A valid deletion request, binding retention requirement, security need or legal obligation may require a different process, which we will explain where legally permitted. Free accounts are not exempt from these notice protections. Reaching a fair-use review threshold alone is not a deletion trigger.

Account closure, deletion from active systems and expiry of backup copies are separate processes. Backup copies are subject to the applicable Privacy Policy, DPA and disclosed retention schedule; closure does not promise immediate erasure from every backup. Legally required records may be retained for the required purpose and duration. Longer or custom retention must be agreed expressly. Nothing here reduces rights under mandatory law, a BAA or an applicable DPA or Order Form.

18.5 Device-Only Content. Spryng cannot export, restore or delete Personal Sensemaking reflections held only on your device. You are responsible for device exports and backups before clearing app data, replacing or losing a device, or uninstalling. Hosted copies you choose to provide are governed by the terms for that service.

19. Notices; Electronic Communications

19.1 Consent to Electronic Notices. You consent to receive notices and communications electronically, including by email and/or in-product notice.

19.2 Effective Notice. Notices are deemed received when sent, unless applicable law requires otherwise. You are responsible for keeping your email address current.

19.3 Electronic Records. You agree that electronic records satisfy any legal requirement that communications be in writing.

20. Force Majeure

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, pandemics, power outages, internet failures, cyberattacks, or supplier failures. The affected party will use commercially reasonable efforts to mitigate and resume performance. Either party may terminate if force majeure persists for more than thirty (30) days.

21. Export Controls; Sanctions

You represent and warrant that you (and any entity you represent) are not subject to sanctions or export restrictions that would prohibit use of the Services, and you will not use, export, re-export, or transfer the Services in violation of applicable export control or sanctions laws.

22. Assignment

You may not assign these Terms or any rights or obligations without Spryng’s prior written consent. Spryng may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

23. Severability; Waiver; Entire Agreement

23.1 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

23.2 Waiver. Failure to enforce a provision is not a waiver of future enforcement.

23.3 Entire Agreement. The Spryng Terms package constitutes the entire agreement regarding the Services and supersedes prior agreements on the same subject matter.

24. Dispute Resolution; Arbitration; Governing Law (Georgia)

24.1 Informal Resolution. Before initiating arbitration, the parties will attempt informal resolution for forty-five (45) days after written notice. Notices to Spryng: Attn: Legal, Spryng.io LLC, PO Box 680592, Lithia Springs, GA 30122 and legal@spryng.io.

24.2 Binding Arbitration. If not resolved, disputes will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, conducted in Douglas County, Georgia, before a single arbitrator, except as provided in Section 24.7.

24.3 Class Action Waiver. Disputes must be brought on an individual basis only. The arbitrator may not consolidate claims or preside over representative actions.

24.4 Exceptions. Either party may seek injunctive or equitable relief in court for IP misuse or security abuses, and either party may bring eligible claims in small claims court.

24.5 Opt-Out. You may opt out of arbitration by sending written notice within thirty (30) days of first registering for the Services, including your username, name, address, phone number, email address, and a clear statement of intent to opt out.

24.6 Governing Law. These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles and excluding the CISG.

24.7 Enterprise/Public-Sector Contract Override. If you and Spryng have executed an Order Form, MSA, public-sector agreement, or other written contract that includes negotiated dispute resolution, venue, governing law, or forum terms, those negotiated terms control for the covered subject matter to the extent they conflict with this Section 24. Mandatory procurement or public-sector legal requirements also control where applicable.

25. Changes to These Terms

We may update these Terms prospectively. Material changes will be accompanied by a new version and effective date and communicated by email or in-product notice before they take effect, explaining the change and available choices. We will seek affirmative acceptance where required by law or the applicable agreement; continued use alone will not substitute for consent where consent is required. New provisions do not apply retroactively merely because an earlier agreement or service began in 2019. Agreed fixed terms and negotiated protections remain subject to Section 1.4.

26. Contact

Questions: legal@spryng.io