Spade Terms of Use

The Site provides information about Spade and our products and services, including without limitation our transaction enrichment services.

You must be at least 18 years old to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Site or any other service provided by Spade; and (c) your use of the Site is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

To access certain features of the Site, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at help@spade.com.

You may request a demo by filling out our online request form (“Learn More”). When you submit an Demo Request, you will be aske to provide information such as your full name, title, company website, business email, and a description of the product you plan to build using our API. We will review the information you submitted and may reach out to you if we approve your Demo Request. Information submitted in connection with your Demo Request will be processed in accordance with our Privacy Policy, and your use of our API (and all information, data, input, and outputs you receive or provide in connection with such use) will be governed by the applicable terms and conditions Spade makes available to you when we grant you access to the API. Your access to the API is expressly conditioned on you agreeing to such terms and conditions.

1.Limited License.

Subject to your complete and ongoing compliance with these Terms, Spade grants you, solely for your personal, use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.

2. License Restrictions. 

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Site; (b) make modifications to the Site; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, you may not use it.

3. Information You Submit. 

Do not submit any information or other materials through the Site that (a) you consider confidential or proprietary; (b) infringes or violates any third party intellectual property right or rights of privacy or publicity, or (c) is otherwise harmful or objectionable. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant Spade an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.

The Site is owned and operated by Spade. The visual interfaces, graphics, design, compilation, information, data, documents, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by Spade are protected by intellectual property and other laws. All Materials included in the Site are the property of Spade or its third-party licensors. Except as expressly authorized by Spade, you may not make use of the Materials. Spade reserves all rights to the Materials not granted expressly in these Terms.

The Site may contain links to third party websites. Linked websites are not under Spade’s control, and Spade is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any content or information about yourself with such third-party services. Once sharing occurs, Spade will have no control over the information that has been shared.

BY USING THE SITE YOU AGREE NOT TO:

a. use the Site for any illegal purpose or in violation of any local, state, national, or international law;
b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
c. interfere with security-related features of the Site, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law;
d. interfere with the operation of the Site or any user’s enjoyment of the Site, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;
e. perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;
f. sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
g. attempt to do any of the acts described in this Section 8 or assist or permit any person in engaging in any of the acts described in this Section 8.

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Except as expressly permitted in this Section 9, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

Spade reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. Spade will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

These Terms are effective beginning when you accept the Terms or first access, or use the Site, and ending when terminated as described in this Section 11. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, Spade may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access the Site; and (c) Sections 5.3, 6, 11, 12, 13, 14, and 15 will survive.

To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Spade and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Spade Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

1. THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SPADE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SPADE DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SPADE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR SPADE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SPADE ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE OR YOUR USE OF THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.

3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Spade does not disclaim any warranty or other right that Spade is prohibited from disclaiming under applicable law.

1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SPADE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SPADE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SPADE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

1. Reliance on Spade Website. The content on our Site is provided for general information purposes only. It is not intended to amount to advice on which you should rely. Although we make reasonable efforts to update the information on our Site, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Site is accurate, complete, or up to date. Your use of the Site is at your own risk and Spade and its affiliates and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors do not bear any responsibility or liability whatsoever for your use of this Site.

2. Third-Party Content. This Site includes content provided by third parties, including from other users and third-party licensors. All statements, opinions, and/or facts expressed in any such third-party content, other than content provided by Spade, are the sole opinions and responsibilities of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Spade or its affiliates. Spade and its affiliates and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors do not bear any responsibility or liability whatsoever to you or any third party for the content or accuracy of any third-party materials on this Site and are not responsible or liable for any losses or damages that result from the usage of such third-party content.

1. General Terms. These Terms, together with the Privacy Policy available at Privacy Policy (the “Privacy Policy”) and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and Spade regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

2. Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and Spade submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York City, New York for resolution of any lawsuit or court proceeding permitted under these Terms.

3. Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

4. Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site or that you agree to in connection with certain technology or services made available to you by or on behalf of Spade (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

5. Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

6. Contact Information. The Site is offered by Spade Data, Inc., located at 125 West 25th Street 2nd Floor, New York, NY 10001. You may contact us by sending correspondence to that address or by emailing us athelp@spade.com.

7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.

8. Notice to Quebec Residents. This site is not intended for use by residents of Quebec, and we do not knowingly collect personal data from individuals in Quebec. If you are a resident of Quebec and believe we have inadvertently collected your data, please contact us to request its deletion.

9. No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.

10. International Use. The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.