Terms of Service Agreement

Effective Date: January 1, 2026

The Spadeberry website and its associated services, products, software, and content (collectively "Services") is owned and operated by Spadeberry LLC ("Spadeberry", "our", "us", "we"), a Missouri limited liability company. Spadeberry has adopted this Terms of Service Agreement ("Agreement") to inform you ("User(s)") of your rights and duties when using the Services. If you do not agree with the terms and conditions of this Agreement, you are expressly prohibited from using the Services and must discontinue your use immediately.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES AND ASSOCIATED SERVICES, CONTENT, AND PRODUCTS. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND WAIVER OF JURY TRIAL. PLEASE READ THEM CAREFULLY.

SPADEBERRY MAY, FROM TIME TO TIME, AND RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE SERVICES OR THIS AGREEMENT. IN THE EVENT SPADEBERRY MODIFIES, LIMITS, CHANGES, OR REPLACES THE SERVICES OR THIS AGREEMENT, YOUR USE OF THE SERVICES AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.

Definitions

As used in this Agreement:

"Account" means a Registered User's account with the Services.
"Registered User(s)" means Users who have created an Account.
"User(s)" means all individuals that visit the Services, including Registered Users.
"Services" means the Spadeberry website, products, and any associated services, software, or content.
"You / Your / You're" refers to the individual User accessing or using the Services.

About the Services

Spadeberry provides an online software platform that assists users in managing, optimizing, and scaling their online listings across supported third-party marketplaces (the "Services"). The Services enable users to generate, edit, and publish product listings efficiently through artificial-intelligence-assisted tools that automate elements such as titles, descriptions, category suggestions, image background removal, and pricing recommendations.

The Services are designed to enhance workflows and productivity. Any price recommendations, category suggestions, or other AI-generated or automated outputs produced by the Services are provided solely for convenience and informational purposes. Such outputs do not constitute business, financial, or professional advice. You are solely responsible for verifying the accuracy, suitability, legality, and compliance of all information, listings, and content before publishing them on any third-party platform.

Third-Party Platforms & API Terms

Certain features of the Services enable you to connect, access, and take actions within third-party marketplaces and platforms, including eBay. By enabling such features, you authorize Spadeberry to act on your instructions to interface with your linked third-party accounts and to transmit, retrieve, create, modify, and delete content on your behalf as necessary to provide the Services.

You acknowledge and agree that your use of any third-party platform (including eBay) remains subject to that platform's applicable terms, rules, and policies, which are in addition to this Agreement. Without limitation, you agree that your use of eBay via the Services is subject to eBay's API License Agreement and related policies, and you will comply with them at all times. Spadeberry is not affiliated with, endorsed by, or responsible for any third-party platform and makes no warranties regarding their availability or behavior. You are solely responsible for maintaining valid credentials and permissions and for any fees, limits, suspensions, or enforcement taken by third-party platforms.

Warranties and Representations

By accessing or using the Services, you represent, warrant, and agree to the following terms:

You have the legal right and capacity to enter into this Agreement and to comply with its terms. You represent that you are a human individual who is at least eighteen (18) years of age. If you are between the ages of thirteen (13) and eighteen (18), you may only access and use the Services under the supervision of a parent or legal guardian who accepts this Agreement on your behalf. You further represent that you are not prohibited from entering into this Agreement by any applicable law or by any pre-existing agreement.
All information you submit to the Services is, to the best of your knowledge, current, accurate, and complete. You agree to promptly update such information if it becomes outdated or incorrect. You acknowledge that the submission of false, misleading, or incomplete information may result in suspension or termination of your access to the Services.
You agree to use the Services only in accordance with all applicable local, state, national, and international laws, rules, and regulations, including but not limited to those relating to intellectual property, privacy, data protection, anti-money laundering, and sanctions compliance. You will not use the Services in any manner that infringes upon, misappropriates, or otherwise violates the rights of any third party. You will not access the Services through automated or non-human means, except for standard RSS feeds.
You acknowledge that the Services is operated within the United States and is not intended for access or use from jurisdictions where such access or use is unlawful. You are solely responsible for determining whether your use of the Services is lawful in your jurisdiction and agree to use the Services entirely at your own risk if accessing it from outside the United States.
You represent that you are not a resident of, or otherwise accessing the Services from, any jurisdiction subject to comprehensive U.S. trade sanctions or export restrictions, including but not limited to Cuba, Iran, North Korea, Syria, or the Crimea region. You also represent that you are not listed on any U.S. government list of prohibited or restricted parties, such as the Specially Designated Nationals and Blocked Persons List (SDN List), and are not using the Services for the benefit of any such person or entity.
You agree to use the Services in good faith and in a manner consistent with its intended purpose. You will not attempt to undermine, circumvent, or exploit the Services' functionality, review systems, or technical safeguards. If you access the Services from outside the United States, you consent to the transfer, storage, and processing of your data in the United States.

Spadeberry reserves the right, but not the obligation, to monitor the Services for violations of this Agreement, to take appropriate legal action against anyone who violates this Agreement (including reporting such User to law enforcement authorities), and to otherwise manage the Services in a manner designed to protect Spadeberry's rights and property and to facilitate the proper functioning of the Services.

Beta Services; Maintenance

Spadeberry may, from time to time, offer access to the Services that is classified as Beta version. Spadeberry makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version of the Services at any time without notice. Beta versions of the Services is provided AS IS, and may contain bugs, errors, or other defects. Your use of a Beta version is at your sole risk.

Spadeberry will make commercially reasonable efforts to maintain access to the Services. However, you acknowledge and agree that Spadeberry may suspend, restrict, or disable access to the Services or any part thereof at any time and without notice, including for maintenance, updates, security patches, or events beyond its control, such as network failures, third-party service outages, force majeure events, legal or compliance obligations, or denial-of-service attacks.

Spadeberry makes no guarantees regarding the availability, uptime, or uninterrupted access to the Services, and shall not be liable for any loss, damage, or inconvenience suffered as a result of any downtime, delay, or unavailability. You acknowledge that Spadeberry has no obligation to maintain or support the Services for any minimum period of time.

Ownership of Services and License

You acknowledge and agree that Spadeberry is the sole and exclusive owner of, or otherwise possesses valid rights in and to, the Services and all elements thereof, including but not limited to the codebase, software architecture, content, APIs, documentation, interfaces, text, design, artwork, graphics, metadata schemas, look and feel, layout, and all content, trade dress, and branding therein or related thereto. The Services is protected by U.S. and international laws, including but not limited to those relating to copyright, trademark, trade secret, and other intellectual property rights.

The Services is protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Services for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Services, whether in whole or in part, without the prior written consent of Spadeberry.

Spadeberry hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, and revocable license to use the Services for its customary and intended purposes. Violation of the terms of this Agreement or use of the Services for a use outside of its customary and intended purposes will result in the termination of this license. Absent prior written permission from Spadeberry, you are not permitted to reproduce, prepare derivative works, distribute copies, perform, display, or use for commercial purposes the Services or its content. This license is revocable at any time, and any rights not expressly granted herein are reserved to Spadeberry.

Intellectual Property

All trademarks (common law or registered), copyrights (common law or registered), and proprietary rights in and to the Services are the property of Spadeberry LLC. All Spadeberry marks are the property of Spadeberry LLC, including, but not limited to SPADEBERRY, and all Spadeberry logos. The Services, including its look and feel, color selections, layout, and arrangement, is the trade dress of Spadeberry. You are prohibited from using Spadeberry's trademarks, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of Spadeberry. Spadeberry reserves the right to revoke or condition any permissions granted at its sole discretion.

Use of Services and Your Responsibilities

You may use the Services only as expressly permitted under this Agreement and solely for its intended purpose. You understand and agree that the Services is provided "AS IS" and "AS AVAILABLE", and may be updated, modified, suspended, or discontinued at any time, in whole or in part, without notice and without liability. The Services may contain errors, bugs, or other defects, and your use of the Services is entirely at your own risk.

Users are solely responsible for their use of the Services and shall abide by, and ensure compliance with, all laws in connection with use of the Services, including, but not limited to, laws related to recording, intellectual property, privacy, data protection, consumer protection, and export control. You agree not to use the Services for any unlawful or unauthorized purpose or in a manner that infringes upon the rights of any third party.

To access certain features of the Services, you may be required to register an Account and associate it with a valid email address. It is your responsibility to ensure that your Account information is accurate, complete, and kept current at all times. Spadeberry reserves the right to suspend or terminate any Account containing false or misleading information.

You are solely responsible for your Account and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Services or your Account. You acknowledge that any actions taken through your Account will be deemed authorized unless and until we are notified and can take reasonable remedial steps.

You have a duty to ensure that the information provided through the Services and within your Account is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through the Services if and when that information changes. You are expressly prohibited from providing information that in a way impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party.

Registered Users agree to keep their Account secure from unauthorized access. Registered Users should not reveal their passwords or login credentials to others. Registered Users agree that they alone are responsible for their Account and all associated activities and purchases. Registered Users accept full responsibility for any and all use of their Account, whether authorized or unauthorized. In the case of unauthorized access to a Registered User's Account, you agree to contact Spadeberry immediately.

Registered Users may cancel their Account from within their Account settings. If a Registered Users cancels their Account, Spadeberry is under no obligation to preserve their data for any length of time and will not be responsible for any loss of data. Spadeberry is under no obligation to provide Registered Users with the data associated with their Services use and/or Account, except as otherwise provided in the Privacy Policy. Spadeberry recommends that Registered Users maintain their own backup of information submitted to the Services.

Electronic Communications

Visiting the Services or making any contact to Spadeberry or through the Services to third parties shall constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communications be in writing.

Pricing

Prices for any services or products available through the Services are subject to change at any time without notice. Spadeberry reserves the right to revise, suspend, or discontinue any aspect of its Services, including pricing, at any time, in its sole discretion. We shall not be liable to you or to any third party for any such modification, suspension, price change, or discontinuation of any part of the Services.

In the event that any product or service is listed at an incorrect price due to typographical error, miscommunication from third-party providers, or technical malfunction, Spadeberry reserves the right to cancel or refuse any associated transaction, even if the order has been confirmed and payment has been processed. If payment has already been collected for a canceled transaction, you will receive a refund equal to the amount of the incorrect price.

All pricing is listed in U.S. Dollars (USD) and must be paid in full at the time of order. Certain features of the Services may operate on a credit- or token-based system, as disclosed at the time of purchase, and your continued use of such features constitutes acceptance of any applicable pricing terms. Fees are generally non-refundable, except in the limited circumstances expressly described in this Agreement, if applicable. Spadeberry does not guarantee the availability of any specific service or product at any given time.

Payment for Purchases

By submitting payment through the Services, you agree to be bound by the applicable pricing and billing terms presented at checkout. You represent and warrant that: (a) all payment information you provide is current, accurate, and complete; (b) all charges incurred by you will be honored by your credit card company, debit card company, payment processor, or bank; (c) you will pay all amounts due, including any applicable taxes or transaction fees; and (d) you are authorized to use the payment method submitted.

Spadeberry uses third-party payment processors to facilitate transactions. You acknowledge and agree that your payment information may be shared with such providers solely for purposes of completing the transaction. Spadeberry disclaims any liability for issues arising from delays, failures, or errors caused by third-party payment platforms.

You understand and agree that Spadeberry is not responsible for any User's failure to complete a transaction. If your submission is rejected, and a refund is applicable under this Agreement, Spadeberry will issue a refund to your original method of payment. You are solely responsible for paying any and all taxes, duties, or other fees imposed by applicable law in connection with your use of the Services, including any sales taxes that may apply to your transactions.

User Generated Content

Users may submit content to the Services, including, but not limited to text, digital files, videos, images, audio, metadata, titles, or descriptions, for the purpose of communicating on community forums, or for other associated uses such as feedback, reviews, support requests, and communication features (collectively "User Generated Content").

Except as otherwise licensed herein, you own all rights in and to your User Generated Content. User Generated Content may be hosted, shared, and/or published as part of the Services' associated services. User Generated Content posted to public areas of the Services, including as comments to posts and reviews, will be publicly visible to all visitors of the Services. You expressly acknowledge, however, that Spadeberry does not guarantee any confidentiality with respect to any submissions of your User Generated Content.

By submitting User Generated Content to the Services, you grant Spadeberry a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User Generated Content for the customary and intended purposes of the Services and any purpose related thereto, including, without limitation, to reproduce, prepare derivative works, distribute copies, perform, sell, display, research, use and otherwise exploit any of the User Generated Content. These purposes may include, but are not limited to, providing you or third parties with the Services or its associated services, improving the Services or its associated services, and archiving or making backups of the Services. This license expressly includes the right for Spadeberry to use your name, company name, logos, trademarks, and likeness in connection with your User Generated Content. You agree to waive all moral rights in and to your User Generated Content across the world.

You warrant that any User Generated Content that you submit to the Services will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.

Spadeberry reserves the right to remove User Generated Content without prior notice and may, at its sole discretion, remove User Generated Content that it determines violates the terms of this Agreement, including if any files or content are excessive in size or are in any way burdensome to its systems. Spadeberry also reserves the right to terminate a User's access to the Services for any reason, including, but not limited to, for repeatedly infringing on the intellectual property or other rights of third parties or otherwise violating the terms of this Agreement, or for no reason, and without prior notice.

Copyright Policy

Spadeberry respects the intellectual property rights of others and is committed to helping third parties protect their rights. Users are prohibited from posting content that violates another party's intellectual property rights. Unless otherwise stated, this Services and all content within this site are the property of Spadeberry and are protected by copyright and other intellectual property laws.

If you believe that a user of Spadeberry has infringed upon your copyright rights, please provide Spadeberry with a notice of copyright infringement in compliance with §512 of the Digital Millennium Copyright Act. Once Spadeberry receives a notice of copyright infringement in compliance with §512, we will act with commercial reasonableness to remove or disable access to the allegedly infringing content.

The notice of copyright infringement must be compliant with §512 of the Digital Millennium Copyright Act and must contain the following:

The physical or electronic signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work(s) alleged to have been infringed;
The location of the copyrighted work(s) on the Services;
Your contact information, such as an address, telephone, fax number, or email address;
A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

Notifications of copyright infringement and counter-notifications may be submitted to:

Designated Copyright Agent
Email: support@spadeberry.com

Prohibited Uses

You expressly agree that you will not use the Services to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Services.

Specifically, you are prohibited from:

Posting or transmitting content that infringes upon the intellectual property rights of others;
Using the name, image, or likeness of any individual without their express consent;
Disclosing confidential information obtained through the use of the Services;
Disparaging, tarnishing, or personally attacking other Users or Spadeberry staff;
Content that threatens or encourages bodily harm or is offensive, defamatory, derogatory, pornographic or obscene;
Content that promotes hate, violence, harassment, stalking, discrimination, terrorism, or intolerance;
Content that incites any illegal activity or unlawful sexual solicitation;
Content that impersonates another or is fraudulent, inaccurate, or misleading;
Constituting unwanted commercial solicitation, phishing scams, pyramid schemes, or chain letters;
Collecting personal or personally identifiable information from others;
Selling or transferring your Account, profile, or subscription access;
Uploading or transmitting spyware, passive data collection tools, web bugs, or similar devices;
Harassing, intimidating, or threatening Spadeberry employees, contractors, or representatives;
Using the Services for any revenue-generating or commercial purpose unless expressly authorized;
Using a robot, spider, scraper, or other automated technology to access the Services;
Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code;
Framing, mirroring, or embedding the Services without Spadeberry's prior written consent;
Using the Services for benchmarking, competitive analysis, or to develop competing products;
Attempting to bypass or interfere with security mechanisms;
Imposing a disproportionate load on the Services or its server infrastructure;
Attempting to gain access to private data or personal information of users;
Using the Services to train competing AI systems without express written permission;
Circumventing Spadeberry's technological and physical security measures;
Suggesting an affiliation with or endorsement by Spadeberry.

If you encounter content or witness behavior that you believe is inappropriate and violates this Agreement, you may report it to Spadeberry by sending an email to: support@spadeberry.com

Mobile Devices

In the event Spadeberry provides access to the Services via a mobile device: to the extent you access the Services through a mobile device, your wireless carrier's standard charges, rates, and fees may apply. Spadeberry is not responsible for any data usage, roaming charges, or mobile-related fees or errors that occur while accessing the Services via mobile device.

Section 230 of Communications Decency Act

You acknowledge and agree that Spadeberry is an interactive computer service provider under Section 230 of the Communications Decency Act. Though Spadeberry may edit, remove, or control the content displayed through the Services, you agree that Spadeberry will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Services or otherwise.

Third Party & Affiliate Links

You understand that the Services may contain links to third party websites, applications, or services that Spadeberry does not own or control. This includes, without limitation, external content referenced or linked within User-Generated Content. You agree that Spadeberry will not be held responsible or liable for the content of third-party websites, applications, or services and that Spadeberry's inclusion of those websites, applications, or services within its Services does not constitute Spadeberry's endorsement of, recommendation of, or affiliation with any of those websites, applications, or services.

No Endorsement

From time to time, Spadeberry will refer to commercial products, processes, services, experts, and/or websites. Any reference is not intended to be an endorsement or statement that the information provided by the other party is accurate. Spadeberry does not endorse any commercial product, process, service, expert, or website. The views and opinions of affiliates, contributors, and others expressed on this Services do not necessarily state or reflect those of Spadeberry and are not intended to be used for product endorsement purposes.

Term and Termination

This Agreement will remain in full force and effect so long as the Services is in operation. Spadeberry may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to for your violation of a term or condition of this Agreement. Upon termination of this Agreement, your right to use the Services will immediately cease. Spadeberry will have no obligation to maintain or preserve any Account data, submissions, or transaction history following termination, except as required by law or our Privacy Policy.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT PRIOR NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT WE DO NOT GUARANTEE THE ACCURACY, SAFETY, INTEGRITY OR QUALITY OF THE SERVICES AND YOU HEREBY AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH USE OF THE SERVICES, INCLUDING ANY RELIANCE ON THE SERVICES, AND INTEGRITY AND ACCURACY OF THE SERVICES.

SPADEBERRY DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. SPADEBERRY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. SPADEBERRY PROVIDES THE SERVICES ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY.

SPADEBERRY WILL NOT BE HELD LIABLE OR RESPONSIBLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR; ANY USE OF THE SERVICES OR CONTENT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IF SUCH LAWS APPLY TO YOU, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

Limitation of Liability

SPADEBERRY WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES.

YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT SPADEBERRY CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR THE SERVICES, AND SPECIFICALLY, FOR THE INDIVIDUAL CONTENT, PRODUCT, OR SUBSCRIPTION GIVING RISE TO THE CLAIM. IN NO CASE SHALL SPADEBERRY'S CUMULATIVE LIABILITY EXCEED THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) $100.

THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. SPADEBERRY IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE SERVICES. THE FOREGOING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SPADEBERRY. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification

You agree to hold harmless, indemnify, and defend Spadeberry, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to (a) your use of the Services; (b) your use or provision of any services made through the Services; (c) your reliance upon advice provided through the Services; (d) your submission of User Generated Content to the Services; (e) your violation of any term or condition of this Agreement; (f) your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international; (g) your violation of the rights of a third party; or (h) your negligent or wrongful conduct.

Your obligation to defend Spadeberry under the terms of this Agreement will not provide you with the right to control Spadeberry's defense, and Spadeberry reserves the right to control its defense and choose its counsel regardless of your contractual requirement to indemnify Spadeberry. This indemnification obligation will survive the termination or expiration of this Agreement and your use of the Services.

No Assignment

You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. Spadeberry may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Services.

Jurisdiction, Governing Law, and Resolution of Disputes via Arbitration

This Agreement will be interpreted, governed, construed, and enforced in accordance with the laws of the United States of America and the State of Missouri without giving effect to any conflicts of laws principles. The parties submit to and agree to personal jurisdiction in the State of Missouri, with venue proper in Joplin. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

YOU AND SPADEBERRY AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICES, OR ANY PRODUCTS, CONTENT, OR WEBSITES PROVIDED BY SPADEBERRY, INCLUDING ANY QUESTIONS ABOUT THE SCOPE, APPLICABILITY, ENFORCEABILITY, OR INTERPRETATION OF THIS ARBITRATION CLAUSE, SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION.

YOU UNDERSTAND THAT BY AGREEING TO ARBITRATION, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

THIS AGREEMENT IS GOVERNED BY THE FEDERAL ARBITRATION ACT (FAA), 9 U.S.C. §§ 1-16. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICES, OR ANY PRODUCTS, CONTENT, OR WEBSITES PROVIDED BY SPADEBERRY SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA").

THE ARBITRATION SHALL BE CONDUCTED BEFORE A SINGLE ARBITRATOR SELECTED IN ACCORDANCE WITH THE AAA RULES. THE ARBITRATION SHALL BE HELD IN JOPLIN, MISSOURI, UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING. THE ARBITRATOR SHALL APPLY THE SUBSTANTIVE LAW OF THE STATE OF MISSOURI AND APPLICABLE FEDERAL LAW OF THE UNITED STATES, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

EACH PARTY SHALL BEAR ITS OWN ATTORNEYS' FEES AND COSTS UNLESS OTHERWISE REQUIRED BY LAW OR DETERMINED BY THE ARBITRATOR. NOTHING IN THIS SECTION SHALL PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE OR EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT IRREPARABLE HARM OR TO COMPEL ARBITRATION IN ACCORDANCE WITH THIS AGREEMENT.

Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS AND DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER INCLUDES, BUT IS NOT LIMITED TO, CLAIMS INVOLVING CLASS ARBITRATION. YOU AND SPADEBERRY AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS OR THIRD PARTIES.

YOU AND SPADEBERRY FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SPADEBERRY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

Severability

If any provision of this agreement is found to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, deemed severed from this agreement, and the remaining provisions shall remain in full force and effect.

Construction

This Agreement shall not be construed against Spadeberry as the drafter. Spadeberry shall not be liable or responsible for any failure or delay in performance resulting from any cause beyond its reasonable control, including acts of God, natural disasters, governmental actions, strikes, labor disputes, internet or telecommunications failures, or other force majeure events. Nothing in this Agreement shall be construed to create a joint venture, partnership, employment, or agency relationship between you and Spadeberry.

Integration

Spadeberry hereby incorporates its Privacy Policy and any policies or operating rules posted by us on the Services or in respect to the Services into this Agreement. This Agreement and its incorporated policies constitute the entire agreement between the parties with respect to the use of the Services. Certain services provided through the Services may be subject to additional terms and conditions. You will be asked to review and agree to those terms before using such services. You acknowledge and agree that any additional provisions that may appear in any communication from you will not bind Spadeberry.

No Waiver

You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.

Child Online Privacy Protection Act

The Services is not directed to persons under the age of eighteen (18) and Spadeberry will not knowingly collect personally identifiable information from children under the age of eighteen (18) for the creation of User Accounts. If Spadeberry inadvertently collects such personally identifiable information outside of the purposes of the Services, Spadeberry will delete the personally identifiable information in accordance with its security protocols.

California Residents Notice

In accordance with California Civil Code Section 1789.3, Users resident in California using the Services may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. Among other things, a California resident may make contact to them in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

Limitation on Actions

SPADEBERRY AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SPADEBERRY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Electronic Communications, Transactions, and Signatures

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

Reservation of Rights

All rights not expressly granted herein are reserved to Spadeberry.

Contact Us

Any notice required by this Agreement must be in writing and must be sent to:

Email: support@spadeberry.com
Business Inquiries: business@spadeberry.com

Last updated: January 1, 2026