Terms of Use

1. Acceptance of Terms

By accessing or using the SPRIS Enterprise Operational Intelligence Platform, its associated services, or any related content (collectively, the "Platform"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you may not access or use the Platform. These Terms constitute a binding legal agreement between you, the authorized enterprise user or organization ("Customer"), and SPRIS Intelligence Holdings, LLC ("SPRIS," "we," "us," or "our"). These Terms may be updated periodically; continued use of the Platform following any changes constitutes acceptance of those changes.

2. Description of the SPRIS Operational Intelligence Platform

SPRIS provides an Enterprise Operational Intelligence Platform that integrates driver intelligence, insurance intelligence, contract intelligence, and risk intelligence into a unified operational ecosystem. The Platform is designed to assist enterprise organizations in analyzing, monitoring, and managing operational risk, compliance requirements, contractual obligations, insurance documentation, transportation compliance, and related business processes.

The Platform delivers decision-support technology, executive dashboards, operational analytics, and managed services that enhance organizational visibility. SPRIS does not provide legal advice, insurance brokerage services, professional engineering services, or regulatory guarantees. All outputs are intended to support — not replace — the professional judgment of qualified attorneys, licensed insurance professionals, and other licensed advisors.

3. User Accounts

Access to the Platform requires creation of an authorized enterprise account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify SPRIS immediately of any unauthorized access or suspected breach of security. SPRIS reserves the right to suspend or terminate accounts that violate these Terms or applicable law.

4. Subscription Services

Access to the Platform is provided on a subscription basis pursuant to a separate executed agreement between SPRIS and the Customer ("Subscription Agreement"). These Terms are incorporated into and supplement any such Subscription Agreement. The scope, features, support levels, and service tiers available to the Customer are as set forth in the applicable Subscription Agreement.

5. Fees and Billing

Fees for Platform access and associated managed services are as set forth in the applicable Subscription Agreement. Fees are non-refundable except as expressly provided therein. SPRIS reserves the right to modify fees upon written notice to the Customer in accordance with the terms of the Subscription Agreement.

6. Customer Responsibilities

Customers are solely responsible for: (a) ensuring the accuracy and completeness of all data, documentation, and information uploaded to the Platform; (b) verifying that they possess the legal right and authority to upload, process, and analyze all documents and data submitted; (c) ensuring their use of the Platform complies with all applicable laws, regulations, and contractual obligations; (d) maintaining secure access practices for all user credentials; and (e) independently verifying all Platform outputs before making significant business, legal, insurance, or operational decisions.

7. Data Ownership

Customers retain complete ownership of all data, documents, and records uploaded to or processed by the Platform. By using the Platform, Customers grant SPRIS a limited, non-exclusive, non-transferable license to access, process, analyze, and store such data solely for the purpose of providing the contracted operational intelligence services. SPRIS will not sell Customer data to third parties.

8. User-Uploaded Content

Customers represent and warrant that all content uploaded to the Platform is accurate, lawfully obtained, and does not infringe upon any third-party rights. SPRIS is not responsible for errors, inaccuracies, or omissions in Customer-uploaded content and disclaims all liability arising from reliance on such content.

9. Driver Qualification Files

Driver Qualification File (DQF) data uploaded to the Platform is processed for compliance monitoring and analytics purposes only. Customers are solely responsible for ensuring their DQF maintenance practices comply with applicable DOT, FMCSA, and other regulatory requirements. SPRIS does not certify compliance with any regulatory standard.

10. MVR Monitoring Data

Motor Vehicle Record (MVR) monitoring data is provided for informational and decision-support purposes. SPRIS does not make employment decisions on behalf of Customers. Customers are solely responsible for ensuring their use of MVR data complies with the Fair Credit Reporting Act (FCRA), applicable state laws, and all other relevant regulations.

11. Insurance Documentation

Insurance policy documents, endorsements, and related materials uploaded to the Platform are processed for analytical and comparative purposes. SPRIS does not interpret insurance policies, bind coverage, or make coverage determinations. Platform outputs regarding insurance documentation are informational and should be reviewed by a licensed insurance professional before reliance.

12. Certificates of Insurance

Certificate of Insurance (COI) analysis provided by the Platform is for informational and compliance-support purposes only. Certificates of insurance do not amend, extend, or alter coverage afforded by the underlying policies. Customers must consult their licensed insurance broker and legal counsel regarding coverage determinations.

13. Contract Documents

Contract documents uploaded to the Platform are processed to support analysis of insurance and risk transfer requirements. SPRIS does not provide legal interpretations of contractual obligations, rights, or enforceability. Customers must consult qualified legal counsel regarding contract interpretation and obligations.

14. Regulatory Data

Regulatory compliance data processed through the Platform is provided for informational and decision-support purposes only. SPRIS does not certify regulatory compliance with any federal, state, or local requirement. Customers are solely responsible for their own regulatory compliance obligations.

15. Confidential Information

Both parties acknowledge that they may receive confidential information in connection with the Platform. Each party agrees to protect the other's confidential information with at least the same degree of care used to protect its own confidential information, and not to disclose such information to third parties without prior written consent, except as required by law or as necessary to perform obligations under these Terms.

16. Intellectual Property Rights

All SPRIS Platform software, underlying code, proprietary methodologies, analytical frameworks, validation workflows, intelligence engines, findings frameworks, operational indicators, branding, and all related intellectual property remain the exclusive property of SPRIS Intelligence Holdings, LLC. Nothing in these Terms transfers any ownership interest in SPRIS intellectual property to the Customer.

17. Software Licensing

Subject to these Terms and any applicable Subscription Agreement, SPRIS grants Customer a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for Customer's internal enterprise operations during the applicable subscription term. This license does not include the right to sublicense, resell, or otherwise transfer access to the Platform.

18. Platform Availability

SPRIS will use commercially reasonable efforts to maintain Platform availability in accordance with any service level commitments set forth in the applicable Subscription Agreement. SPRIS does not guarantee uninterrupted access to the Platform and reserves the right to perform scheduled maintenance, updates, and improvements.

19. Service Interruptions

SPRIS shall not be liable for temporary interruptions or degradation of Platform availability resulting from maintenance, technical failures, third-party service provider failures, cyberattacks, or circumstances beyond SPRIS's reasonable control. SPRIS will use commercially reasonable efforts to restore service as promptly as practicable.

20. AI and Decision-Support Limitations

The Platform may utilize artificial intelligence, machine learning, and automated analysis tools to process and analyze complex operational, insurance, contractual, and compliance documentation at scale. All AI-generated and automated outputs are informational and decision-support in nature only.

AI outputs may contain errors, omissions, or inaccuracies. Customers are solely responsible for independently verifying all Platform outputs before making any business, legal, insurance, regulatory, or operational decisions. SPRIS does not warrant the accuracy, completeness, or fitness for any particular purpose of any AI-generated output.

21. No Legal Advice

SPRIS is not a law firm and does not provide legal advice. No information, output, analysis, report, or communication from SPRIS or the Platform constitutes legal advice or creates an attorney-client relationship. Customers must consult qualified legal counsel for all legal matters, including contract interpretation, regulatory compliance, and insurance coverage disputes.

22. No Insurance Brokerage Services

SPRIS is not a licensed insurance broker, agent, carrier, adjuster, or claims administrator. SPRIS does not sell, solicit, negotiate, place, bind, or guarantee insurance coverage of any kind. Platform outputs regarding insurance documentation are informational and analytical only. Customers must consult their licensed insurance broker and carrier for all insurance placement, policy interpretation, and claims matters.

23. No Professional Engineering Services

SPRIS does not provide professional engineering services, safety engineering certifications, or occupational health and safety professional services. Platform outputs related to safety programs, OSHA compliance, or operational risk are decision-support tools only and do not constitute professional engineering opinions.

24. No Regulatory Guarantee

Use of the Platform does not guarantee compliance with any applicable federal, state, or local law, regulation, or agency requirement, including but not limited to DOT, FMCSA, OSHA, or any other regulatory body. Customers are solely responsible for their own regulatory compliance obligations. Platform outputs are intended to support compliance efforts — not to certify or guarantee regulatory compliance.

25. Client Responsibility for Final Decisions

All final business, legal, operational, insurance, contractual, and regulatory decisions are the sole responsibility of the Customer. Platform outputs are intended to provide operational intelligence and decision support. SPRIS does not make business decisions on behalf of Customers and expressly disclaims any responsibility for decisions made in reliance on Platform outputs.

26. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPRIS INTELLIGENCE HOLDINGS, LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, UNINSURED LOSSES, DENIED INSURANCE CLAIMS, DATA LOSS, REGULATORY PENALTIES, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, RESULTING FROM OR ARISING OUT OF USE OR INABILITY TO USE THE PLATFORM, REGARDLESS OF WHETHER SPRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SPRIS'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SPRIS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

27. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. SPRIS DOES NOT WARRANT THAT PLATFORM OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

28. Indemnification

Customer agrees to indemnify, defend, and hold harmless SPRIS Intelligence Holdings, LLC and its officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Platform in violation of these Terms; (b) Customer's violation of any applicable law or regulation; (c) Customer's infringement of any third-party rights; or (d) any reliance by Customer on Platform outputs without independent professional verification.

29. Data Security

SPRIS implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer data against unauthorized access, disclosure, alteration, and destruction, including encryption of data in transit and at rest, role-based access controls, and continuous security monitoring. Customers are responsible for maintaining the security of their own user credentials and access points.

30. Privacy

SPRIS's collection and use of personal information in connection with the Platform is governed by the SPRIS Privacy Policy, which is incorporated herein by reference. By using the Platform, Customer consents to the collection, use, and processing of data as described in the Privacy Policy.

31. Export Compliance

Customer agrees to comply with all applicable U.S. and international export control laws and regulations in connection with their use of the Platform. Customer represents that it is not located in, under the control of, or a national or resident of any country subject to U.S. export restrictions.

32. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. Any disputes arising under or related to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Florida, and both parties consent to personal jurisdiction in such courts.

33. Termination

SPRIS reserves the right to suspend or terminate Customer's access to the Platform immediately upon written notice if Customer breaches these Terms or any applicable Subscription Agreement. Upon termination, Customer's right to access and use the Platform ceases immediately. Provisions of these Terms that by their nature should survive termination shall survive, including Sections 15 through 28.

34. Force Majeure

SPRIS shall not be liable for any delay or failure to perform obligations under these Terms to the extent such delay or failure results from causes beyond SPRIS's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, cyberattacks, civil unrest, governmental actions, labor disputes, or failure of third-party infrastructure or service providers.

35. Contact Information

For questions, concerns, or notices regarding these Terms, please contact: