SPZCO — Terms of Use / Subscriber Agreement
Effective Date: July 27, 2026
Provider: SPZCO LLC, a Maine limited liability company ("SPZCO", "we", "us", or "our"), the owner and operator of the SPZCO investment-research service (the "Service").
These Terms of Use / Subscriber Agreement (the "Terms") are a binding legal agreement between you ("you", "your", "Subscriber", or "User") and SPZCO governing your access to and use of SPZCO, including its website, web application, data, analytics, tools, and related content and services (collectively, the "Service").
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT DISCLAIMERS (INCLUDING THAT THE SERVICE IS NOT INVESTMENT ADVICE), LIMITATIONS OF LIABILITY, A BINDING ARBITRATION PROVISION, AND A CLASS-ACTION WAIVER (SECTION 15) THAT AFFECT YOUR LEGAL RIGHTS.
BY CREATING AN ACCOUNT, CLICKING "I AGREE" (OR SIMILAR), SUBSCRIBING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.
1. Acceptance of Terms; Eligibility; Account Registration & Security
1.1 Acceptance. By accessing or using the Service, you agree to be bound by these Terms and by any policies referenced herein, including our Privacy Policy (Section 13) and the conspicuous disclaimer accompanying the Service. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "you" refers to that entity; provided, however, that entity or business use may require a separate commercial license under Sections 2 and 4.
1.2 Eligibility. You represent and warrant that you: (a) are at least eighteen (18) years of age (or the age of legal majority in your jurisdiction, if higher); (b) have the legal capacity and authority to enter into a binding contract; (c) are not barred from receiving or using the Service under the laws of the United States, your country of residence, or any other applicable jurisdiction (including applicable sanctions, embargo, and export-control laws); and (d) will use the Service in compliance with these Terms and all applicable laws, rules, and regulations.
1.3 Territory — United States Only. Paid subscriptions to the Service are offered only to residents of the United States, and are billed in US dollars. By purchasing a subscription you represent that you are a US resident and that your billing address and payment method are located in the United States. We do not market or sell subscriptions to consumers outside the United States, and we may decline, cancel, or refund any subscription that we determine originates outside the United States. Free-tier access may be available more broadly at our discretion.
1.4 Account Registration. To access most features you must register for an account and provide accurate, current, and complete information, and keep it updated. You may register and maintain only one (1) account unless we expressly authorize otherwise in writing.
1.5 Account Security. You are responsible for safeguarding your login credentials and for all activity that occurs under your account, whether or not authorized by you. You agree not to share, lend, sell, transfer, or otherwise permit any other person to use your credentials or account (see Section 4). You must notify us promptly at support@spzco.com of any actual or suspected unauthorized use of, or access to, your account or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your credentials or comply with this Section.
1.6 One User Per Account. Each account is for the use of a single named individual. Concurrent or serial use of a single account by multiple individuals is prohibited and is a material breach of these Terms.
2. License Grant
2.1 License. Subject to your continuous compliance with these Terms and payment of all applicable fees, SPZCO grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, and to view and interact with the data, analytics, and content made available through it (collectively, the "Content"), solely for your own internal, personal, non-commercial, informational purposes during your subscription term.
2.2 Reservation of Rights. The license in Section 2.1 is a license only, and not a sale or transfer of any ownership right. All rights not expressly granted to you are reserved by SPZCO and its licensors. You obtain no ownership interest in the Service or the Content by using them.
2.3 Commercial Use Requires a Separate Agreement. Any use of the Service or Content for or on behalf of a business, or for any commercial, professional-advisory, redistribution, or revenue-generating purpose, is outside the scope of this license and requires a separate written commercial or enterprise agreement with SPZCO. Nothing in these Terms grants any such rights.
3. Intellectual Property
3.1 Ownership. As between you and SPZCO, SPZCO and its licensors own and retain all right, title, and interest (including all patent, copyright, trademark, trade-secret, database, and other intellectual-property rights) in and to the Service and the Content, including without limitation: (a) all software, source code, object code, and application logic; (b) the compilation, selection, arrangement, structuring, normalization, and enrichment of data, and the database rights therein; (c) all derived, computed, modeled, or estimated analytics, metrics, scores, valuations, fair-value and DCF outputs, screens, backtests, and replications produced by the Service; (d) all methodologies, models, formulas, and know-how; (e) the user interface, design, "look and feel", graphics, and text; and (f) the SPZCO name, logos, and all other trademarks, service marks, and trade dress (the "Marks").
3.2 Public Filings vs. Proprietary Compilation. Certain underlying source materials — such as public filings and disclosures made available by the U.S. Securities and Exchange Commission ("SEC") via EDGAR (including Form 13F institutional-holdings reports, Form 4 insider-transaction reports, and periodic and current reports), and disclosures made under the STOCK Act — are in the public domain as individual government records, and SPZCO claims no ownership over those underlying public records in their original form. However, SPZCO's compilation, extraction, parsing, cleaning, structuring, cross-referencing, enrichment, and analytical transformation of those records, together with all data licensed from third-party vendors and all analytics and outputs derived by the Service, are proprietary to SPZCO and/or its licensors and are protected under applicable copyright, database, contract, trade-secret, and unfair-competition laws. Your ability to obtain public records directly from their original government sources does not grant you any right to extract, copy, or redistribute SPZCO's compilation, database, or derived Content.
3.3 License, Not Ownership. You receive only the limited license described in Section 2. You acquire no ownership of, and no right to reproduce, distribute, or create derivative works from, the Service or the Content except as expressly permitted herein.
3.4 Marks. You may not use the Marks without SPZCO's prior written consent. Nothing in these Terms grants you any right to use the Marks.
3.5 Feedback. If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant SPZCO a perpetual, irrevocable, worldwide, royalty-free license to use and exploit the Feedback for any purpose without obligation or compensation to you.
4. Prohibited Uses
You agree that you will not, and will not attempt to, and will not permit or enable any third party to, do any of the following. Each of the following is a material breach of these Terms:
4.1 No Reproduction or Redistribution. Copy, reproduce, republish, distribute, transmit, broadcast, publicly display, publicly perform, sell, rent, lease, lend, license, sublicense, syndicate, or otherwise make available the Service or any Content (including any derived analytics, metrics, valuations, screens, or outputs), in whole or in part, to any third party or to the public, in any medium.
4.2 No Scraping or Automated Access. Access, retrieve, index, monitor, harvest, "scrape", crawl, spider, or bulk-download the Service or any Content by any automated or programmatic means (including bots, scripts, headless browsers, or data-mining tools), or otherwise access the Service other than through the normal, interactive use of the application by a human user through the interfaces we provide. Any use of application programming interfaces, data feeds, or exports is limited to those we expressly authorize, and only within any documented usage limits.
4.3 No Circumvention. Circumvent, disable, bypass, defeat, or interfere with any rate limit, throttle, watermark, export cap, usage meter, authentication, access control, digital-rights-management, security, or other technical protection measure of the Service.
4.4 No Credential Sharing or Transfer. Share, disclose, sell, resell, transfer, sublicense, or otherwise make available your account, login credentials, session tokens, or access to the Service to or with any other person or entity; or access the Service using another user's credentials.
4.5 No Competing or Derivative Products; No AI/ML Training. Use the Service or any Content, in whole or in part, to build, develop, train, improve, benchmark, populate, or operate: (a) any product, service, dataset, database, index, model, or analytics that competes with or substitutes for the Service or SPZCO; or (b) any machine-learning, artificial-intelligence, large-language-model, or other automated system (including for training, fine-tuning, retrieval augmentation, or embedding). Text- and data-mining rights are expressly reserved and not granted.
4.6 No Reverse Engineering. Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, underlying models, methodologies, formulas, structure, or ideas of the Service, except to the limited extent this restriction is prohibited by applicable law.
4.7 No Removal of Notices. Remove, obscure, alter, or falsify any copyright, trademark, watermark, attribution, source, proprietary-rights, or other notice contained in or displayed with the Service or the Content.
4.8 No Onward Provision. Provide, expose, or incorporate the Content or any derived output as a data source, feed, or feature of any other website, application, product, report, newsletter, model portfolio, advisory service, or offering provided to third parties, whether or not for a fee.
4.9 Compliance With Third-Party Data Restrictions. Comply with all applicable restrictions of SPZCO's third-party data licensors, including the end-of-day price-data vendor (Marketstack), whose data may not be redistributed, resold, cached beyond permitted limits, or used in violation of the vendor's terms. Third-party market and price data is provided to you strictly for your own internal, non-commercial, non-redistributive display and analysis within the Service.
4.10 No Unlawful, Harmful, or Interfering Use. Use the Service in any manner that: violates any applicable law, regulation, or third-party right (including securities, market-abuse, privacy, and intellectual-property laws); introduces malware or malicious code; probes, scans, or tests the vulnerability of, or breaches or circumvents the security of, the Service; imposes an unreasonable or disproportionately large load on our infrastructure; interferes with or disrupts the integrity or performance of the Service; or is fraudulent, deceptive, or misleading.
4.11 No Misrepresentation. Misrepresent your identity or affiliation, impersonate any person or entity, or falsely state or imply endorsement by SPZCO.
4.12 Copy Protection & Watermarking. You acknowledge that the Service may employ technical protection measures — including copy-protection controls and visible or invisible session-attributable watermarks embedded in displayed or exported Content — to deter and detect unauthorized copying or redistribution, and you agree not to remove, alter, or circumvent them (see Sections 4.3 and 4.7).
SPZCO reserves the right (but has no obligation) to monitor use, investigate suspected violations, and take any action it deems appropriate, including suspending or terminating access, throttling, and pursuing legal remedies.
5. Data Sources & Third Parties
5.1 Sources. The Content is compiled and derived from a variety of sources, including: (a) public filings and disclosures made available by the SEC via EDGAR (including Form 13F, Form 4, and periodic/current reports); (b) disclosures made under the STOCK Act; (c) exchange-traded-fund constituent information from issuer public files; and (d) data licensed from commercial third-party vendors, including end-of-day price data licensed from Marketstack. Analytics, valuations, and modeled outputs are computed by SPZCO.
5.2 No Affiliation or Endorsement. SPZCO and the Service are not affiliated with, sponsored by, endorsed by, or otherwise associated with the SEC, any securities exchange, any issuer, any institutional investment manager, any index provider, any government body, or any data vendor. All company names, ticker symbols, and Marks of third parties are the property of their respective owners and are used for identification and informational purposes only.
5.3 Third-Party Terms. Third-party data is subject to the terms, restrictions, and disclaimers of the applicable third-party source or licensor. Your use of such data through the Service must comply with those terms. Third-party sources do not warrant, and are not responsible for, the Content or the Service.
5.4 Third-Party Links and Services. The Service may link to or interoperate with third-party websites or services (including Stripe, our payment processor, identified in Section 11). SPZCO does not control and is not responsible for third-party websites, services, or content, and your use of them is at your own risk and subject to their terms.
6. No Investment Advice
6.1 Informational and Educational Purposes Only. THE SERVICE AND ALL CONTENT ARE PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. Nothing on or provided through the Service constitutes, or is intended to constitute, investment, financial, trading, legal, tax, accounting, or other professional advice, and nothing should be relied upon as such.
6.2 Not a Broker-Dealer, Adviser, or Fiduciary. SPZCO is not a registered broker-dealer, investment adviser, financial planner, or fiduciary, and is not acting in any such capacity. Your use of the Service does not create any advisory, fiduciary, brokerage, or other special or confidential relationship between you and SPZCO.
6.3 No Recommendation, Solicitation, or Offer. No Content — including any data, valuation, fair-value or DCF estimate, score, ranking, screen, backtest, replication, ownership summary, or other output — is a recommendation, endorsement, solicitation, or offer by SPZCO to buy, sell, hold, or otherwise transact in any security or other financial instrument, or to adopt any investment strategy, and none should be construed as such. References to any security, issuer, manager, or instrument are for informational purposes only and are not a recommendation.
6.4 Your Sole Responsibility. You are solely responsible for evaluating the merits and risks of any decision, and for all decisions and transactions you make. Any decisions you make based on Content are made at your own risk. You should conduct your own independent research and due diligence and consult your own licensed financial, legal, tax, and accounting professionals before making any investment or financial decision. Investing involves risk, including possible loss of principal.
7. Hypothetical, Modeled & Estimated Figures
7.1 Nature of the Outputs. Certain Content — including without limitation backtests, "implied returns", "13F implied return" replications, fair-value and DCF estimates, screens, rankings, scores, and other analytics — is hypothetical, modeled, estimated, and/or simulated. It is not a record of actual trading and does not reflect actual results achieved by any investor or fund.
7.2 The "13F Implied Return" Replication. The "13F implied return" and any similar replication is an explicitly hypothetical, modeled, long-only reconstruction based on publicly reported quarterly Form 13F holdings, is lagged (typically by approximately forty-five (45) days consistent with regulatory filing deadlines), and excludes short positions, cash, options, non-13F securities, intra-quarter trading, fees, and costs. It is not the actual return of any manager, fund, or account, does not represent what any investor actually earned or could have earned, and should not be interpreted as manager performance.
7.3 Inherent Limitations. Hypothetical and modeled results have inherent limitations, including that they are prepared with the benefit of hindsight, may not account for survivorship, look-ahead, data-revision, liquidity, market-impact, financing, tax, or transaction-cost effects, and reflect assumptions and methodologies that may prove inaccurate. Small changes in assumptions can produce materially different results.
7.4 No Guarantee of Future Results. PAST PERFORMANCE AND HYPOTHETICAL OR MODELED PERFORMANCE ARE NOT INDICATIVE OF, AND DO NOT GUARANTEE, FUTURE RESULTS. No representation is made that any account will or is likely to achieve results similar to those shown.
8. No Warranty / Accuracy
8.1 "AS IS" / "AS AVAILABLE". THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
8.2 Data May Contain Errors. The Content is compiled and derived from third-party sources and automated processes and may contain errors, omissions, inaccuracies, gaps, mislabelings, stale values, or delays. Data may be delayed, may not be real-time, and may be revised, restated, or corrected at the source. SPZCO does not independently verify all source data and does not warrant its accuracy, completeness, timeliness, or reliability.
8.3 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPZCO, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
8.4 No Warranty of Availability. SPZCO does not warrant that the Service will be uninterrupted, secure, error-free, or free of harmful components, that defects will be corrected, or that the Service or the servers that make it available are free of viruses or other harmful components. You are responsible for maintaining your own backups and safeguards.
8.5 Jurisdictional Limits. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in such case they apply to the fullest extent permitted by law.
9. Limitation of Liability
9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPZCO, ITS AFFILIATES, OR THEIR RESPECTIVE OWNERS, PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY TRADING OR INVESTMENT LOSSES, LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICE, THE CONTENT, OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT SPZCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SPZCO AND ITS AFFILIATES AND LICENSORS (AND THE OTHER PERSONS IDENTIFIED IN SECTION 9.1) ARISING OUT OF OR RELATING TO THE SERVICE, THE CONTENT, OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO OR FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$100.
9.3 Basis of the Bargain. You acknowledge that the disclaimers in Section 8 and the limitations in this Section 9 are an essential basis of the bargain between you and SPZCO, that SPZCO would not provide the Service without them, and that they will apply even if any limited remedy fails of its essential purpose.
9.4 Jurisdictional Limits. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, SPZCO's liability is limited to the greatest extent permitted by law.
10. Indemnification
You agree to defend, indemnify, and hold harmless SPZCO, its affiliates, and their respective owners, principals, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the Service or the Content; (b) your breach or alleged breach of these Terms (including Section 4); (c) your violation of any applicable law or regulation or any third-party right (including any intellectual-property, privacy, or securities-law right); or (d) any investment, trading, or other decision you make. SPZCO may, at its option, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate. This Section survives termination.
11. Subscription, Fees & Billing
11.1 Seller and Payment Processing. SPZCO is the seller and merchant of record for all subscriptions to the Service. Card and other payments are processed on our behalf by Stripe, Inc. ("Stripe"), our third-party payment processor. Stripe collects and processes your payment-card and billing details under its own terms and privacy policy as a PCI-DSS-compliant processor; SPZCO does not receive or store your full payment-card number. By subscribing, you authorize SPZCO, through Stripe, to charge your designated payment method for the fees disclosed at checkout. Access to paid features is provisioned immediately upon successful payment.
11.2 Subscription and Auto-Renewal. The Service is offered on a recurring subscription basis. Unless otherwise stated at the point of sale, your subscription automatically renews at the end of each billing period (e.g., monthly or annually) at the then-current price, and your payment method is charged automatically, until you cancel. By subscribing, you authorize such recurring charges. Before you are charged, the recurring price, the billing frequency (monthly or annual), the renewal terms, and how to cancel are disclosed clearly and conspicuously at checkout, immediately adjacent to the consent control, and you must give separate, express affirmative consent to these automatic-renewal terms — distinct from your acceptance of these Terms generally — before any charge is made. We retain a record of that consent. We send a receipt for each charge, an acknowledgment after purchase that restates the renewal terms and how to cancel, an annual reminder of your subscription and cancellation method, and, for annual subscriptions, a renewal reminder before each renewal. If we change your subscription price, we will give you advance notice with cancellation instructions before the new price takes effect.
11.3 Fees and Price Changes. You agree to pay all fees at the prices in effect when charges are incurred. SPZCO may change subscription prices and fees; we will provide advance notice of any price change as required by applicable law, and the new price will apply to the next renewal after the notice. Your continued subscription after a price change takes effect constitutes acceptance of the new price. If you do not agree, you may cancel before the change takes effect.
11.4 Taxes. Prices are stated exclusive of taxes unless otherwise noted. SPZCO (using Stripe Tax or an equivalent facility) calculates, collects, and remits applicable sales tax, VAT, GST, or similar taxes where required, which may be added to your charge.
11.5 Cancellation. You may cancel at any time — cancellation is self-service and available online from your account settings or the Stripe billing portal, with no phone call or email required, and cancelling is as easy as subscribing. Cancellation stops future renewals; it takes effect at the end of the then-current paid billing period, and you will retain access until then. Cancelling does not automatically entitle you to a refund of amounts already paid.
11.6 Refunds. Except as required by applicable law or as expressly stated in our published refund policy, we offer a 7-day money-back guarantee on your first subscription payment, and otherwise fees — including renewal charges — are non-refundable, all as set out in our Refund Policy. Approved refunds are issued by SPZCO to your original payment method via Stripe.
11.7 Non-Payment. If any charge is declined, reversed, charged back, or otherwise not paid when due, SPZCO may, without limiting its other remedies, suspend or terminate your access to the Service and/or downgrade your account, and you remain responsible for all unpaid amounts.
12. Term & Termination
12.1 Term. These Terms apply from your first access to the Service and continue while you use the Service or maintain an account or active subscription.
12.2 Termination by You. You may terminate these Terms at any time by cancelling your subscription (Section 11.5) and ceasing all use of the Service.
12.3 Suspension or Termination by SPZCO. SPZCO may suspend, limit, or terminate your access to the Service or your account, in whole or in part, at any time, with or without notice, including: (a) immediately for any breach or suspected breach of these Terms, and in particular any violation of the intellectual-property (Section 3) or prohibited-use (Section 4) provisions; (b) for non-payment (Section 11.7); (c) if required by law or by a third-party licensor; or (d) to protect the Service, other users, or third parties.
12.4 Effect of Termination. Upon termination or expiration for any reason: (a) all licenses and rights granted to you under these Terms immediately end; (b) you must immediately cease all use of the Service and the Content; and (c) you must delete or destroy any Content, exports, or derived outputs in your possession or control that were obtained from the Service, except to the limited extent retention is required by law. Termination does not entitle you to any refund except as required by law or our published policy.
12.5 Survival. Sections and provisions that by their nature should survive termination will survive, including Sections 3 (Intellectual Property), 4 (Prohibited Uses), 6 (No Investment Advice), 7 (Hypothetical Figures), 8 (No Warranty), 9 (Limitation of Liability), 10 (Indemnification), 11 (accrued payment obligations), 12.4–12.5, 15 (Governing Law; Dispute Resolution), and 16 (General).
13. Privacy
Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference and describes how we collect, use, and disclose information. In general, we may collect account information (such as your name and email), usage and device information (such as log data and how you interact with the Service), and payment-related information processed by Stripe, our payment processor (SPZCO is the merchant of record; we do not store full card details). By using the Service, you consent to the practices described in the Privacy Policy.
14. Modifications to the Service and to These Terms
14.1 Changes to the Service. SPZCO may modify, update, suspend, or discontinue the Service or any feature or Content, in whole or in part, at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation, except as expressly provided herein.
14.2 Changes to These Terms. SPZCO may revise these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by posting the updated Terms with a new Effective Date and/or by notifying you through the Service or by email). Changes are effective when posted or on the stated effective date. Your continued access to or use of the Service after the changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service and may cancel your subscription.
15. Governing Law; Dispute Resolution
15.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Maine, United States, without regard to its conflict-of-laws principles, and, where applicable, the laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Informal Resolution First. Before commencing any formal proceeding, the parties agree to first attempt to resolve any dispute informally by contacting the other party. You agree to send a written notice of dispute to support@spzco.com describing the claim and the relief sought, and the parties will negotiate in good faith for at least thirty (30) days before initiating arbitration.
15.3 Binding Arbitration. Except as provided in Section 15.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its then-current rules. The arbitration will be conducted in Cumberland County, Maine, United States, in the English language, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. YOU AND SPZCO EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A COURT PROCEEDING, except as provided in Section 15.5.
15.4 Class-Action Waiver. YOU AND SPZCO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding. If this class-action waiver is found unenforceable as to any claim, that claim will be severed and litigated in the courts identified in Section 15.6, but the remainder of the arbitration agreement will remain in effect.
15.5 Exceptions. Notwithstanding the foregoing, either party may: (a) bring an individual claim in small-claims court if it qualifies; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual-property or proprietary rights (including violations of Sections 3 and 4).
15.6 Venue for Non-Arbitrable Matters. For any dispute not subject to arbitration, you and SPZCO consent to the exclusive jurisdiction and venue of the state and federal courts (or their equivalents) located in Cumberland County, Maine, United States, and waive any objection to such venue.
15.7 Time to File. To the extent permitted by law, any claim arising out of or relating to the Service or these Terms must be filed within one (1) year after it arose; otherwise it is permanently barred.
16. General
16.1 Entire Agreement. These Terms, together with the Privacy Policy, the accompanying disclaimer, any order or checkout terms, and any applicable third-party (including Stripe) terms, constitute the entire agreement between you and SPZCO regarding the Service and supersede all prior or contemporaneous understandings and agreements on the subject.
16.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force and effect.
16.3 No Waiver. No failure or delay by SPZCO in exercising any right under these Terms operates as a waiver, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by SPZCO.
16.4 Assignment. You may not assign, transfer, or delegate these Terms or any of your rights or obligations, in whole or in part, without SPZCO's prior written consent, and any attempted assignment in violation of this Section is void. SPZCO may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
16.5 Force Majeure. SPZCO is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics or pandemics, internet or utility failures, third-party service or data-source outages, or cyberattacks.
16.6 Notices. SPZCO may provide notices to you via the Service, by email to the address associated with your account, or by posting on the website. You must send notices to SPZCO at support@spzco.com; a postal address is available on request. Notices are deemed given when sent (for email/electronic) or when posted.
16.7 Relationship of the Parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, employment, or advisory relationship.
16.8 No Third-Party Beneficiaries. Except for SPZCO's owners, principals, affiliates, licensors, and suppliers (who are intended beneficiaries of the disclaimers, limitations, and indemnities herein), these Terms do not confer any rights on any third party.
16.9 Export and Sanctions Compliance. You represent that you are not located in, and will not use the Service in or for the benefit of, any jurisdiction or person subject to applicable sanctions or export-control restrictions, and that you will comply with all applicable export-control and sanctions laws.
16.10 Headings; Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." These Terms will not be construed against the drafter.
16.11 Language. These Terms are in English. Any translation is provided for convenience only; the English version controls.
17. Copyright Complaints (DMCA)
17.1 Notices of Claimed Infringement. SPZCO respects the intellectual-property rights of others. If you believe that material available on or through the Service infringes a copyright you own or control, you (or your authorized agent) may submit a notification under the Digital Millennium Copyright Act ("DMCA", 17 U.S.C. § 512) to our designated agent identified below, including: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the material claimed to be infringing and information reasonably sufficient to locate it on the Service; (c) your contact information; (d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner; and (f) your physical or electronic signature.
17.2 Designated Agent. SPZCO's designated agent is registered with the U.S. Copyright Office DMCA Designated Agent Directory (Registration No. DMCA-1075363). Notices should be sent to: SPZCO LLC, Attn: Copyright Agent — email support@spzco.com; postal address as listed in the Copyright Office directory or available on request.
17.3 Counter-Notices; Repeat Infringers. We will respond to valid notices in accordance with the DMCA, may remove or disable access to the identified material, will accept counter-notices meeting the statutory requirements, and maintain a policy of terminating, in appropriate circumstances, users who are repeat infringers.
Contact: For questions about these Terms, contact SPZCO at support@spzco.com.
By using SPZCO, you acknowledge that you have read and understood these Terms and the accompanying disclaimer, and agree to be bound by them.