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Terms

Terms of Use

The rules that apply to the Spare website, the website assistant and the Spare AIGE service, including confidentiality, customer data and engineering responsibility.

01About these Terms

These Terms of Use (the “Terms”) are an agreement between you and Spare Technology Inc. (French legal name Technologie Spare inc.), a corporation incorporated under the Québec Business Corporations Act with its head office in Montréal, Québec, Canada (“Spare”, “we”, “us”).

They govern your use of spareaige.com, spareaige.ai and their regional mirrors (the “Website”), the requests you submit through it, the Website assistant, and, to the extent described in Spare AIGE Service, the Spare AIGE service (the “Service”).

The Website and the Service are intended for businesses and professionals. By using them, you confirm that you are at least 18 years old and act on behalf of an organization that you are authorized to bind; “you” then means that organization. If you do not accept these Terms, do not use the Website.

02Language

These Terms are available in French and in other languages. The French version is made available to you before any other version. After reviewing it, you may choose to be bound by the version in another language. Where you are located in Québec, you may rely on either the French version or the version you selected. Translations into languages other than French and English are provided for convenience.

03Use of the Website

You may use the Website to learn about Spare, contact us and request an evaluation. You must not:

  • copy, scrape or extract content or data from the Website by automated means, except by search engines complying with our robots.txt file;
  • probe, scan or test the vulnerability of the Website, circumvent security or rate limits, or interfere with its operation;
  • attempt to make the assistant disclose its instructions, produce unlawful content or act outside its purpose;
  • submit content that is unlawful or infringing, or that contains malware;
  • impersonate another person or misrepresent your affiliation with an organization.

04Requests and submissions

  • No contract. Submitting a workflow, demonstration or contact request does not create a contract or oblige Spare to provide any service. Descriptions on the Website of software, workflows, outputs, deployment options and timelines are indicative and are confirmed only in a signed agreement.
  • Your information. You confirm that the information you submit is accurate and that you have the right to share it. We use it as described in our Privacy Policy, to respond to you and assess the requested workflow.
  • What not to submit. Do not submit confidential drawings, models, source code, personal information of other people, or export-controlled or classified technical data through the Website. For an evaluation, we first sign a non-disclosure agreement with you and agree on a secure transfer method.

05Website assistant

The assistant on the Website is an artificial intelligence system, not a person. Its answers are generated automatically and may be incomplete or inaccurate. They are not an offer, quotation, commitment or engineering, legal or technical advice, and they do not modify these Terms or any agreement. Do not enter personal or confidential information. Messages are processed as described in the Privacy Policy.

06Spare AIGE Service

Use of the Service is governed by the order form or agreement signed between your organization and Spare (the “Customer Agreement”). In case of conflict, the following order of precedence applies: (1) the order form; (2) the Customer Agreement and its service-specific terms; (3) any data processing agreement, for the processing of personal information; (4) these Terms.

Sections Customer Data and outputs to Export controls and sanctions apply to evaluations and to any use of the Service to the extent the Customer Agreement does not address the same subject.

07Customer Data and outputs

  • Ownership. As between the parties, you retain all rights in the files, instructions, data and other content you provide or make available to the Service (“Customer Data”), and in the files and results the Service produces for you (“Outputs”). Spare assigns to you any rights it may have in Outputs.
  • Limited licence to Spare. You grant Spare a limited, non-exclusive licence to host, copy, process and transmit Customer Data only as needed to provide, secure and support the Service for you, and to comply with law.
  • No training. Spare does not use Customer Data or Outputs to train, fine-tune or improve artificial intelligence models, its own or third parties’.
  • Similar outputs. Because of the nature of AI systems, Outputs may be similar to outputs generated for others. Your rights do not extend to outputs generated for others.
  • Retrieval and deletion. You may export Customer Data and Outputs during the term. After termination, Spare deletes Customer Data within 30 days unless you instruct otherwise or the law requires its retention.

08Confidentiality

Definition. “Confidential Information” means all non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), in any form, before or after these Terms are accepted, that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data, and all drawings, models, CAD, CAM, CAE, EDA, BIM and GIS files, NC programs, schematics, PCB layouts, source code, bills of materials, process parameters, test data, specifications and pricing, are Confidential Information of the Discloser without the need for marking.

Exclusions. Confidential Information does not include information that the Recipient can demonstrate (a) is or becomes public without breach of these Terms; (b) was lawfully known to it before disclosure without restriction; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Discloser’s Confidential Information.

Obligations. The Recipient will:

  1. use Confidential Information only to exercise its rights and perform its obligations under these Terms and any order form;
  2. protect it with at least the degree of care it uses for its own information of similar importance, and in no case less than reasonable care;
  3. disclose it only to its employees, contractors, subprocessors and professional advisers who need to know it for those purposes and who are bound by written confidentiality obligations at least as protective as these Terms, and remain responsible for their compliance;
  4. not reverse engineer, decompile or analyze Confidential Information to derive the Discloser’s designs, processes or know-how, except as needed to perform the Service as instructed;
  5. promptly notify the Discloser of any unauthorized use or disclosure and cooperate to limit its consequences.

No training. Spare will not use Customer Data or other Confidential Information of the customer to train, fine-tune or improve artificial intelligence models, whether its own or those of third parties, and will require the same of its model providers by contract.

Compelled disclosure. If the law or a court or authority requires the Recipient to disclose Confidential Information, it will, where legally permitted, give the Discloser prompt notice and reasonable assistance to seek protective treatment, and will disclose only the portion legally required. Where the law of the place where data is stored restricts its provision to foreign courts or authorities, including the Data Security Law of the People’s Republic of China, the Recipient will not disclose it without the approval that law requires.

Return and destruction. On the Discloser’s written request, or on termination, the Recipient will return or destroy Confidential Information within 30 days and confirm this in writing on request. Copies retained in routine backups or required by law remain subject to this section until destroyed.

Duration. These obligations apply during the relationship and for five years after it ends, and for trade secrets for as long as they remain trade secrets under applicable law.

Remedies. Unauthorized use or disclosure of Confidential Information may cause harm for which damages are not an adequate remedy. The Discloser may seek an injunction or other equitable relief in addition to any other remedy.

A separate non-disclosure agreement signed between the parties prevails over this section to the extent it provides greater protection.

09Security and data protection

  • Spare maintains the organizational and technical measures described in the Privacy Policy, including encryption of data in transit with TLS 1.2 or higher, need-to-know access and written confidentiality obligations for personnel.
  • Depending on the deployment you select, Customer Data is processed in the cloud, on your servers (private deployment) or in a physically isolated network (offline deployment). The deployment and the model providers used are recorded in the order form.
  • Where Spare processes personal information on your behalf, it does so only on your documented instructions. A data processing agreement, including Standard Contractual Clauses where required, is available on request.
  • Spare notifies you without undue delay, and no later than 72 hours after confirming it, of any security incident affecting Customer Data, and cooperates with you to meet your legal obligations.

10Engineering responsibility

  • No engineering services. Spare provides software tools. It does not provide engineering or other professional services, and does not sign, seal or certify plans, drawings, calculations or reports. Outputs that require certification under applicable law must be reviewed, signed and sealed by a licensed professional retained by you.
  • Your review. Outputs assist, and do not replace, professional judgment and independent verification. Before relying on or releasing any Output, you are responsible for checking it against your requirements, for example by simulating NC programs and checking for collisions before machining, running design-rule checks before sending PCB files for fabrication, and verifying drawings and calculations against the applicable codes before issuing them.
  • Codes and approvals. You are responsible for compliance with the codes, standards and regulations that apply to your projects and for obtaining any approvals from authorities.
  • High-risk uses. Unless expressly agreed in writing, the Service must not be used where its failure or an error in an Output could lead directly to death, personal injury or severe environmental damage, including nuclear facilities, aircraft navigation or certification, life-support and medical devices, and weapons.

11Professional software and licences

  • The Service operates professional software that you install and license yourself. You are responsible for holding valid licences for that software that permit the use you make of it through the Service, including automated or agent-based operation and applicable seat and user rules.
  • Spare does not provide licences for third-party software, and does not circumvent licence management, copy protection or technical restrictions of that software.
  • Names of third-party software and companies on the Website are trademarks of their respective owners. Their use identifies compatible software only and does not imply any affiliation with or endorsement by those owners.

12Local execution agent

Where the Service includes a program installed on your computers to operate your professional software (the “Agent”), Spare grants you, during the term of the Customer Agreement, a limited, non-exclusive, non-transferable licence to install and use it for your internal business purposes.

  • The Agent opens and operates the software and files you authorize in order to perform tasks. It does not access other files or applications on its own initiative.
  • Updates are delivered through the Service or, for offline deployments, as packages imported by your administrators.
  • You remain responsible for the security of your computers and networks and for maintaining backups of your files.
  • You must not reverse engineer, modify or redistribute the Agent, except to the extent the law allows despite this restriction.

13Acceptable use

You must not use the Website or the Service to:

  • violate any law or the rights of others, including intellectual property and privacy rights;
  • process data you do not have the right to process;
  • develop weapons of mass destruction or military items in violation of export control laws;
  • build a competing product by systematically copying the Service or its outputs;
  • overload, disrupt or gain unauthorized access to the Service or other customers’ data;
  • resell or provide the Service to third parties, unless the Customer Agreement allows it.

14Export controls and sanctions

  • You must comply with the export control and sanctions laws that apply to you and to your data, including those of Canada, the United States, the European Union, the United Kingdom, the United Nations and, where applicable, the People’s Republic of China.
  • You represent that you are not located in a country or region subject to comprehensive sanctions, and that you are not listed on, or owned 50% or more by persons listed on, a government restricted-party list.
  • You are responsible for classifying your technical data. Do not provide to a cloud deployment any technical data whose export requires a government licence (for example data controlled under the U.S. ITAR or EAR, or Canada’s Export Control List) or classified information. Such data may be processed only in an offline deployment agreed in writing.
  • Spare may suspend or terminate access without liability where required to comply with these laws.

15Intellectual property

Spare and its licensors retain all rights in the Website, the Service, the Agent, the Spare and AIGE names and logos, and all related software, models, rules, workflows and documentation, except for Customer Data and Outputs. No right is granted except as expressly stated. If you give us suggestions or feedback, we may use them without obligation to you, provided we do not disclose your Confidential Information.

16Disclaimers

Except as expressly stated in these Terms or in the Customer Agreement, and to the extent permitted by law, the Website and the assistant are provided “as is” and “as available”. Spare does not warrant that they will be uninterrupted or error-free, or that information on the Website is complete or current. Nothing in these Terms excludes a warranty that cannot be excluded under applicable law.

17Limitation of liability

  • To the extent permitted by law, neither party is liable to the other for loss of profits, revenue, business or data, or for indirect, special or consequential damages, arising out of these Terms, even if advised of their possibility.
  • To the extent permitted by law, each party’s total liability arising out of these Terms is limited to the fees paid or payable by you to Spare in the 12 months preceding the event giving rise to the claim or, where no fees apply, CAD 100.
  • These limitations do not apply to liability for bodily or moral injury, for material injury caused by intentional or gross fault, for breach of Confidentiality, or to any other liability that cannot be limited under applicable law. Nothing in these Terms shortens a limitation period prescribed by law.

18Suspension and termination

  • Spare may suspend access to the Website or the Service, in whole or in part, where required by law, to address a serious security threat, or in case of a material breach of these Terms. Any suspension is limited to what is necessary, and Spare will give notice in advance where reasonably possible and restore access once the cause is resolved.
  • Either party may terminate a Customer Agreement as provided in it. You may stop using the Website at any time.
  • Sections that by their nature should survive, including Customer Data and outputs, Confidentiality, Engineering responsibility, Limitation of liability and Governing law, survive termination.

19Governing law and disputes

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable there. The courts of the judicial district of Montréal have exclusive jurisdiction, except that the parties to a Customer Agreement may agree on arbitration. Before starting proceedings, the parties will attempt in good faith to resolve the dispute through negotiation for 30 days. This section does not deprive a consumer of the protection of the laws and courts of their place of residence.

20Changes

We may update these Terms. The effective date appears at the top of this page. For material changes, we give at least 30 days’ notice on the Website and, for customers, by email. Changes do not apply to a signed order form for its current term unless the customer agrees. If you do not accept a change, you may stop using the Website and, as a customer, terminate the affected service before the change takes effect.

21General

  • Entire agreement. These Terms, the Privacy Policy and any Customer Agreement form the entire agreement on their subject.
  • Severability. If a provision is held invalid or unenforceable, it is limited to the minimum extent necessary and the rest remains in effect.
  • Assignment. You may not assign these Terms without our consent. We may assign them to a successor in a merger, acquisition or sale of substantially all of the relevant assets, with notice to you.
  • Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than payment obligations.
  • Notices. Notices to Spare must be sent to contact@spareaige.com with “Legal notice” in the subject line. Notices to you may be sent to the email address associated with your request or account.
  • No waiver. Failure to enforce a provision is not a waiver of it.

22Contact us

Questions about these Terms and legal notices: contact@spareaige.com. Privacy requests: privacy@spareaige.com.

Spare Technology Inc. / Technologie Spare inc., Montréal, Québec, Canada.