Terms of Service

1. Definitions

Capitalized terms in these Terms have the following meanings:

• "BaySpark," "we," "us," "our" means Bayspark LLC, a Georgia corporation.
• "Customer," "you," "your" means the auto repair business that has signed up to use the Service, including all employees of that business who use the Service on its behalf.
• "Service" means the BaySpark software (including the desktop application, browser extension, owner dashboard, and APIs), the bayspark.ai marketing website, and any related documentation or support.
• "Authorized User" means an individual employee or contractor of Customer who Customer has authorized to access the Service.
• "Customer Data" means data Customer transmits to or generates through use of the Service, including draft estimates, customer-record reads from your shop management system, and configuration settings.
• "Order Form" means any written or online ordering document signed or accepted by both parties that references these Terms.

2. Eligibility and acceptance

The Service is offered to businesses. You may use the Service only if you are (a) an automotive repair business or affiliated entity, (b) lawfully able to enter into a binding contract under the laws of the United States and the state in which the business is located, and (c) at least 18 years old in your individual capacity. The Service is not directed to consumers or minors.

By creating an account, accessing the dashboard, installing the desktop application, or otherwise using the Service, you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree, do not use the Service.

If you are accepting these Terms on behalf of a business, you represent that you have the authority to bind that business, and "you" then refers to that business.

3. Accounts, access, security

To use the dashboard and to receive draft telemetry, you create an owner account by providing an email address and a display name. We will mint a sign-in token for that email (today via a magic-link flow; in the future also via single sign-on at your IT department's choosing). You are responsible for keeping that sign-in capability secure — including not forwarding magic-link emails, not sharing browser sessions, and notifying us promptly at zeek@bayspark.ai if you suspect unauthorized access.

You may add and remove Authorized Users in the admin area of the dashboard, subject to the role model we provide. You are responsible for the activity of every Authorized User you authorize, including the accuracy of role assignments and timely removal of users who no longer require access.

4. License grant

Subject to your compliance with these Terms (and, where applicable, your timely payment of fees), BaySpark grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Service for Customer's own internal business operations. The license is granted to Customer as an entity; it does not extend to affiliates, franchisees, or third-party shops not named in an Order Form.

All rights not expressly granted to you in these Terms are reserved by BaySpark.

5. Acceptable use

You agree not to (and not to permit any Authorized User or third party to):

• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Service, except to the extent applicable law expressly prohibits such restriction;
• Resell, lease, sublicense, rent, time-share, white-label, or otherwise make the Service available to any third party as a service bureau or outsourced offering, except as expressly authorized in writing by BaySpark;
• Use the Service in violation of any applicable law, including but not limited to the federal Driver Privacy Protection Act (DPPA), the Computer Fraud and Abuse Act, anti-spam laws, export-control laws, or any state consumer-protection law;
• Use the Service to draft repair-order estimates for vehicles you have no lawful service relationship with;
• Use the Service to send unsolicited communications to vehicle owners or any other third party;
• Probe, scan, or attempt to gain unauthorized access to any portion of the Service or BaySpark's infrastructure, beyond the access granted to you by your account;
• Interfere with the integrity or performance of the Service, including by introducing viruses, attempting to overload the systems, or running automated scrapers against the dashboard or APIs;
• Use the Service or its outputs as training data for an artificial intelligence model intended to compete with BaySpark;
• Misrepresent your identity or affiliation, or use credentials not issued to you;
• Remove, obscure, or alter any proprietary notice, brand mark, or warranty disclaimer in the Service.

BaySpark does not preview or pre-approve drafts; the Service is a productivity tool that produces drafts for an Authorized User to review and accept. You remain responsible for what is presented to your customer.

6. Customer data, ownership, confidentiality

Ownership. As between BaySpark and Customer, Customer retains all right, title, and interest in and to Customer Data. BaySpark obtains only the limited rights necessary to provide the Service as described in the Privacy Policy.

License back to BaySpark. Customer grants BaySpark a worldwide, royalty-free license, during the Term and for a reasonable period afterward, to use, copy, transmit, display, and store Customer Data solely to (a) provide and improve the Service, (b) prevent or address service, security, or technical issues, (c) comply with legal obligations, and (d) produce de-identified aggregate analytics that cannot reasonably identify any individual or shop.

No data sale. BaySpark does not sell, rent, or share Customer Data with third parties for advertising, marketing, or any purpose unrelated to providing the Service.

Confidentiality. Each party agrees to protect the other's Confidential Information (including non-public business information, technical roadmaps, and customer lists exchanged in the course of the relationship) with at least the same degree of care it uses for its own confidential information, and not less than reasonable care. The obligation survives termination for three years for general Confidential Information and indefinitely for trade secrets, in each case as defined under Georgia law.

7. Fees and payment

Where a Customer has an Order Form, Customer shall pay the fees set forth in that Order Form on the schedule it specifies. Fees are quoted exclusive of taxes; Customer is responsible for applicable sales, use, and similar taxes (excluding taxes on BaySpark's net income).

Where a Customer is using the Service in a free trial, pilot, or evaluation arrangement, no fees apply for the period specified in writing, after which either party may convert the arrangement to a paid plan or end it.

BaySpark may suspend access (with reasonable advance notice) for non-payment beyond 30 days past due. Suspension is not termination; access resumes on cure of the past-due balance.

8. Term, suspension, and termination

These Terms remain in effect from the date you first accept them until terminated by either party. Customers without an active Order Form may terminate at any time by closing the account through the dashboard or by emailing zeek@bayspark.ai. Customers with an active Order Form may terminate per the terms of that Order Form; absent specific Order Form language, either party may terminate for material breach not cured within 30 days of written notice.

BaySpark may suspend or terminate access immediately, without notice, if Customer (a) materially breaches Section 5 (Acceptable use), (b) becomes insolvent or files for bankruptcy, (c) uses the Service in a way that exposes BaySpark to legal or security risk, or (d) fails to pay fees more than 60 days past due.

Upon termination: (i) all licenses granted to Customer end; (ii) Customer must cease using the Service; (iii) BaySpark will, within 30 days of the effective termination date, delete or anonymize Customer Data per the schedule in the Privacy Policy; and (iv) sections that by their nature should survive termination (including Section 6, Section 9, Section 10, Section 11, Section 12, Section 15) will survive.

9. Warranties and disclaimers

BaySpark warrants that it will provide the Service with reasonable skill and care, and in material conformance with its published documentation. Customer's exclusive remedy for breach of this warranty is, at BaySpark's option, (a) re-performance of the affected service, (b) refund of the prorated portion of fees paid for the affected service, or (c) termination for breach with refund of any prepaid unused fees.

Except as expressly set forth in the preceding paragraph, the Service is provided "as is" and "as available" without any warranty of any kind. BaySpark expressly disclaims any and all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, and uninterrupted operation. Without limiting the foregoing, BaySpark does not warrant that the Service will be error-free, that all defects will be corrected, that the Service will meet any particular performance level, or that the Service's draft outputs will be free from omission or error. Customer is responsible for reviewing every draft before presenting it to a vehicle owner.

10. Limitation of liability

To the maximum extent permitted by applicable law, in no event will BaySpark be liable to Customer for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of business, loss of goodwill, loss of data, loss of use, or cost of substitute services, even if BaySpark has been advised of the possibility of such damages.

BaySpark's total cumulative liability arising out of or relating to the Service or these Terms, regardless of the form of action (whether in contract, tort, strict liability, or otherwise), will not exceed the greater of (i) the total fees paid by Customer to BaySpark in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one thousand United States dollars ($1,000).

The limitations in this Section 10 will not apply to (a) Customer's payment obligations, (b) either party's indemnification obligations under Section 11, (c) Customer's breach of Section 5 (Acceptable use) or Section 12 (Intellectual property), or (d) liability that cannot be limited or excluded under applicable law.

11. Indemnification

By Customer. Customer will defend, indemnify, and hold harmless BaySpark and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Customer Data, (b) Customer's use of the Service in violation of these Terms or applicable law, (c) Customer's failure to obtain appropriate authorization from vehicle owners for the work being drafted, or (d) any representation by Customer to its own customers that conflicts with the actual draft BaySpark produced.

By BaySpark. BaySpark will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Service, as provided by BaySpark and used in accordance with these Terms, infringes a valid United States patent, copyright, or trade-secret right. If such a claim is made or threatened, BaySpark may, at its option, (i) procure the right for Customer to continue using the Service, (ii) modify or replace the Service to avoid the alleged infringement, or (iii) terminate Customer's affected access and refund the prorated portion of any unused prepaid fees. BaySpark has no obligation under this Section for claims arising from (1) Customer Data, (2) modifications to the Service not made by BaySpark, (3) combination of the Service with software or services not provided by BaySpark, or (4) use of the Service after BaySpark has provided a non-infringing replacement.

The indemnified party must (a) promptly notify the indemnifying party of any claim, (b) give the indemnifying party sole control of the defense and settlement, and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle any claim that imposes a material obligation on the indemnified party without prior written consent.

12. Intellectual property

BaySpark owns and retains all right, title, and interest in and to the Service, including all software, designs, models, content, brand marks, and improvements, and all related intellectual property rights. These Terms do not grant Customer any ownership interest in the Service.

If Customer provides BaySpark with feedback, suggestions, or ideas relating to the Service ("Feedback"), Customer grants BaySpark an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and incorporate that Feedback into the Service without obligation to Customer. Customer represents that any Feedback it provides is not subject to a third-party confidentiality or intellectual property restriction.

The BaySpark name, logo, and the lightning-bolt mark are trademarks of Bayspark LLC Customer may refer to BaySpark by name in factual statements ("we use BaySpark to draft repair orders"); any other use of the BaySpark name or marks requires BaySpark's prior written consent.

13. Changes to the Service or these Terms

BaySpark may modify the Service at any time to add features, improve performance, or address security or legal requirements. We will not materially reduce the functionality of the Service during a paid subscription term without offering Customer a prorated refund of fees attributable to the discontinued functionality.

BaySpark may update these Terms by posting a new version at bayspark.ai/terms and updating the "Last updated" date. For material changes (changes to fee structure, dispute resolution, license scope, or liability allocation), we will email account owners at least 30 days before the change takes effect, and Customer's continued use of the Service after the effective date constitutes acceptance. For non-material changes (typos, clarifications, section reorganizations), the change takes effect on posting.

14. Relationship to a Master Service Agreement

Where Customer has executed a Master Service Agreement, Data Processing Addendum, or similar written contract with BaySpark, that contract takes priority over these Terms to the extent of any conflict. These Terms continue to apply to subjects the signed contract does not address.

15. Governing law and dispute resolution

These Terms and any dispute arising out of or relating to them or the Service will be governed by the laws of the State of Georgia, USA, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Either party may bring a claim in the state or federal courts located in Fulton County, Georgia, and each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on inconvenient forum.

Either party may seek immediate injunctive relief in the courts described above for breach of confidentiality, intellectual property, or acceptable-use obligations, without first attempting other dispute-resolution procedures.

16. General provisions

• Entire agreement. These Terms, together with the Privacy Policy and any Order Form, constitute the entire agreement between Customer and BaySpark regarding the Service and supersede all prior or contemporaneous communications.
• No waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force.
• Assignment. Customer may not assign these Terms or any rights under them without BaySpark's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. BaySpark may assign these Terms to a successor in connection with any of those transactions on notice to Customer.
• Force majeure. Neither party is liable for failure to perform under these Terms (other than payment obligations) to the extent the failure is caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, pandemic, internet or telecommunications failures, or denial-of-service attacks.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, agency, joint venture, or employment relationship.
• Notices. Notices to BaySpark must be sent to zeek@bayspark.ai. Notices to Customer may be sent to the email address on file for the account owner.
• Export. Customer represents that it is not located in, and will not use the Service from, a country subject to a comprehensive US embargo, and that it is not on any US government list of sanctioned parties.

17. How to contact us

Email zeek@bayspark.ai. For privacy or data-deletion requests, see our Privacy Policy.