Terms & Conditions

1. Agreement

These terms are an agreement between you and Ask Spica LLC, which this document calls "we" or "us". "You" means the person or business that subscribes to Spica.

By installing or using Spica, you agree to these terms. If you do not agree, do not install it.

2. What Spica is

Spica is software you install and run on your own Windows computer. It gives you an AI operator that works inside a workspace on your machine, reads what you point her at, drafts work for you, and can read from business tools you connect.

Spica is not a hosted service. We do not run a server that holds your business data. Your files stay on your machine. This is described in detail in our Privacy Policy.

3. What your subscription buys

Your subscription buys the Spica software: the application, the workspace it installs, the skills, playbooks, routines and views included at your tier, updates while your subscription is active, and support.

Your subscription does not buy AI usage. That is a separate arrangement between you and your AI provider, explained in section 4.

Features are grouped into tiers. What each tier includes is described on our website and inside the product. We may add to a tier. If we ever remove something material from a tier you are paying for, we will tell you before it happens.

4. You bring your own AI key, and the AI costs are yours

This is unusual enough to deserve its own section.

To use Spica you create your own account with the AI provider, generate your own API key in their console, and paste it into Spica. From that moment:

• Your AI usage is billed to you, by the provider, directly. We do not bill you for it. We do not add a markup. We do not resell AI access, and we never hold a key that meters your usage.
• Your agreement for AI usage is with the provider, not with us. Their terms of service, their acceptable use policy and their privacy policy govern that usage. You are responsible for reading and complying with them.
• We cannot control what they charge or whether they change it. Prices, rate limits, model availability and terms are theirs to set.
• We cannot control whether they remain available. If a provider changes its terms, suspends your account, or discontinues a model, Spica may stop working through that provider until you resolve it with them or we support an alternative. We will help where we can. We cannot guarantee an outcome.
• Your key is yours to manage. Keep it secret, revoke it if you think it has been exposed, and set spending limits in the provider's own console if you want a ceiling. Spica shows you the cost of each request so you can see what you are spending, but the account, the card and the limits belong to you.

We build Spica to be efficient with your credit, and we will tell you plainly if you appear to be pressing your plan's limits. Efficiency is not a promise about the size of your bill. How much you spend depends on how much you use it.

If we add optional support for additional AI providers in future, the same arrangement will apply: your key, your account, your bill, their terms.

5. What Spica will not do without you

Spica ships deliberately cautious, and some of that is not a setting you can change.

Every capability sits at a trust level. Everything that reaches the outside world starts at "draft and hold", meaning Spica prepares the work and nothing goes anywhere until you act. You can raise trust levels for specific capabilities as you get comfortable, and you can lower them again.

Some things are not on the dial at all, at any trust level:

1. Moving money. Payments, transfers, refunds, payroll. Spica drafts and queues. A human executes.
2. Deleting your data. Archiving is hers. Deleting is your click.
3. Legal commitments. Contracts, filings, anything binding: draft only.
4. HR consequences. Hiring, firing, discipline, references: human only.
5. Granting herself new access. Every connection is an action you take.

Connections to your business tools are read-only by construction, which means the credential you create cannot change anything even if something went wrong.

We think this is the right design and we do not intend to change it. But a safeguard is not a warranty. See sections 8 and 9.

6. Acceptable use

You agree not to use Spica:

• To break the law, or to help anyone else break it.
• To violate the terms of your AI provider or of any service you connect.
• To generate or distribute content that is unlawful, fraudulent, harassing, defamatory, or that infringes someone else's rights.
• To impersonate another person or business.
• To send unsolicited bulk messages, or to violate anti-spam laws such as the CAN-SPAM Act or the telephone and text messaging rules that apply to your business.
• To process categories of data you are not permitted to process, including regulated health information, payment card data, or similarly protected records, unless you have independently confirmed you are allowed to do so. Spica has not been built or assessed for those regimes.
• To resell, sublicense, rent or redistribute the software, or to give access to it to people outside your business.
• To reverse engineer the software, except where the law says you may.
• To remove or obscure any notice of ownership.

The full set of restrictions on the software itself, including copying, reselling, reverse engineering, defeating license controls, and using it to build a competing product, is in section 13, which is the section that protects the software and controls if it ever conflicts with this list.

Recording conversations. Spica can record and store audio on your computer, and can hold meeting transcripts you import. Recording laws vary by state and by country, and a number of US states require every party to consent before a call is recorded. Confirming that everyone in the room or on the call has agreed is your responsibility, not ours, and it is your responsibility every time. The product asks you to confirm consent because it should be a deliberate act, not a default.

You are responsible for everything done through your installation, including by anyone you let use your computer.

7. Spica is not a lawyer, an accountant, or a licensed advisor

Say it plainly, because it matters more than anything else in this document.

Spica is an AI. She is not a lawyer, an accountant, a bookkeeper, a tax preparer, a financial advisor, an HR professional, an insurance broker, or any other kind of licensed professional. Nothing she produces is legal advice, accounting advice, tax advice, financial advice or professional advice of any kind. No professional relationship is created by using this product.

What Spica produces is drafts and suggestions. A quote she prepares is a draft. A summary of your finances is a starting point, not a set of books. An explanation of a contract is a plain-English read, not a legal opinion. A collections message is a draft for you to check.

Before you rely on anything Spica produces for a decision that matters, review it yourself, and take it to the appropriate professional when the subject calls for one. Spica is built to say so when a topic heads into professional territory, and to help you prepare for that conversation rather than replace it.

8. AI output can be wrong

AI systems produce confident text that is sometimes incorrect. This is a known property of the technology and it is not a defect we can engineer away.

We do not warrant that anything Spica produces is accurate, complete, current, or fit for any purpose. We do not warrant that she will interpret your instruction the way you meant it. We do not warrant that numbers she reads from a connected service are correct or complete, because they depend on that service, on the permissions you granted, and on what was in your account at the time.

Everything Spica gives you needs your review before you rely on it. That is the deal, and it is why the product holds outbound work for your approval by default rather than sending it.

You are responsible for anything you send, publish, sign or promise using Spica's work. Once you approve a draft and it goes to a customer, a supplier, a regulator or the public, it is your communication, made by your business, and the consequences are yours. We are not a party to it.

9. No warranty

The software is provided "as is" and "as available", without warranty of any kind, express or implied. To the fullest extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the software will be uninterrupted or error free, that it will work with every configuration of Windows or every version of a third-party service, or that defects will be corrected.

Some states do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

10. Limitation of liability

To the fullest extent the law allows:

• We are not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost data, or loss of goodwill, arising out of or relating to Spica, even if we were told such damages were possible.
• Our total liability for all claims relating to Spica is limited to the amount you paid us for the subscription in the twelve (12) months before the event giving rise to the claim.
• We are not liable for your AI provider's charges, for the acts or omissions of any AI provider or connected service, for data loss on your own machine, or for anything you sent, published or committed to on the strength of a Spica draft.

Some states do not allow certain limitations of liability, so parts of this section may not apply to you.

11. Third-party services

Spica works with services we do not control, including your AI provider and any business tool you connect such as Stripe, GoHighLevel, Google or Intuit.

• Your use of each of those services is governed by your agreement with that service, not by these terms.
• We are not responsible for their availability, their pricing, their accuracy, their security, or their decisions about your account.
• If a service changes its API or its policies, a Spica connector may stop working. We will fix what we can fix. Some things will be outside our control.
• Availability of certain connections depends on those platforms approving our application. Google and Intuit connections in particular are subject to their review processes, and we cannot promise a date.

The software also depends on components installed on your computer during setup, including Node.js and packages fetched from the public npm registry, each under its own license.

12. Your machine, your responsibility

Spica runs on your computer, which means some things are yours to look after:

• Backups. Your Spica workspace, memory and notes live on your machine. We have no copy and cannot restore them. Back up your computer.
• Machine security. Your credentials are encrypted using Windows account-level encryption. That protects them from other user accounts and from being copied to another machine. It does not protect against malicious software running as you on your own computer. Keep your machine secure and keep your Windows account password to yourself.
• The optional phone feature. If you turn it on, only pair devices on a network you control, and remove devices you no longer use.
• Setup requirements. Spica installs a shortcut and a background start-up task so it is ready when you need it. Uninstalling removes both.

13. Ownership, your license to use Spica, and protection of the software

This is the part of the agreement that protects the software itself. Please read it, because breaking it has real consequences, set out below.

Why this matters. Spica runs on your own computer. That is deliberate, and it is one of the things that makes the product good. It also means the software sits on a machine we do not control, so the promises you make in this section are the main thing that protects it from being copied, cloned, or resold. We are asking you to treat the software the way you would want a customer to treat something you built.

13.1 We own the software

Ask Spica LLC owns the Spica software and everything in it. This includes the application and its code, the workspace it installs, the skills, playbooks, routines and views, the way all of those parts are selected, coordinated, arranged and structured, the user interface, the documentation, and the Spica name, logo and branding. It also includes any updates, improvements and new versions we release.

We keep all right, title and interest in the software, including every intellectual property right in it, whether or not those rights are registered. In particular we retain the rights in the selection, coordination, arrangement and structure of the software, which is the original work of deciding how the parts fit together and how the product behaves.

Nothing in this agreement transfers any ownership to you. The only thing you receive is the limited permission to use the software described in section 13.2. Any right we do not expressly grant you here, we keep.

13.2 What we let you do: your license

While your subscription is active and paid, and for as long as you follow this agreement, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to install and use the Spica software for your own business or personal use.

That license is granted per paid subscription, and covers the number of installations or seats your subscription includes. If you need more installations or seats than your subscription covers, you need an additional subscription.

This license is a permission to use the software. It is not a sale of the software or of any copy of it. We remain the owner. You are a licensed user.

13.3 What you may not do

To protect the software, you agree that you will not do any of the following, and will not allow or help anyone else to do them:

• Copy or reproduce the software, in whole or in part, except for the ordinary copying that happens automatically when you install and run it normally on the machines your subscription covers.
• Share, publish or distribute the software, or make it available to anyone else, whether for free or for payment.
• Sell, resell, rent, lease, lend, sublicense or transfer the software, or any access to it, to any third party.
• Give access to the software to anyone outside your business, or to more people or machines than your subscription covers.
• Reverse engineer, decompile or disassemble the software, or otherwise try to derive, reconstruct or discover its source code, its underlying structure, its ideas, its algorithms, or the know-how in it, except to the narrow extent that applicable law expressly permits this despite a contractual restriction, and then only after you have asked us in writing and given us a chance to provide the information you need.
• Modify, adapt, translate or create derivative works from the software, except for the customisation the product openly invites, such as writing your own skills or routines in your own workspace. Your own customisations are yours, as section 13.6 explains, but the underlying software stays ours.
• Remove, hide or alter any copyright, trademark, ownership or other proprietary notice in the software.
• Use the software to build, train or improve a competing product or a competing model, including using the software, what you learn about how it works, or its structure, as a reference, a specification, or a source of training data for anything that competes with Spica.
• Circumvent, disable or defeat any license, seat, subscription, access or security control the software includes or may include, or use the software in a way designed to avoid paying for it.

13.4 The software is confidential and proprietary

The Spica software, and in particular its internal structure, its organisation, the way its parts are arranged and coordinated, and the methods and techniques it uses, are our confidential and proprietary information and our trade secrets. They are not public, and the value in them depends on their staying that way.

You agree to treat the software as confidential, to take reasonable care to protect it from being copied or disclosed, and not to disclose or make available its structure, organisation, methods or internal workings to anyone else. This obligation is separate from the restrictions in section 13.3 and continues even after your subscription ends. It does not apply to anything that becomes public through no fault of yours, or that we choose to release publicly ourselves.

13.5 What happens if this section is broken

Breaking this section is the most serious thing you can do under this agreement, because it strikes at the software itself.

• Your license ends immediately. If you breach this section 13, and in particular if you copy, distribute, resell or reverse engineer the software or defeat its controls, your license terminates automatically, without the cure period that may apply to other kinds of breach, and without our having to take any step first.
• You must stop and destroy copies. On termination for any reason you must stop using the software, remove and uninstall it, and delete or destroy every copy of it in your control. If we ask, you agree to confirm in writing that you have done so.
• We can go to court to stop it. You agree that copying, distributing, reselling or reverse engineering the software, or defeating its controls, would cause us harm that money alone cannot fix, and that we are entitled to seek an injunction or other equitable relief to stop it, in addition to any other remedy available to us.
• This survives. Sections 13.1, 13.3, 13.4, 13.5 and 13.7, and your obligation to stop using and destroy copies, continue in force after your subscription or this agreement ends, for as long as the law allows.

13.6 You own your data and your own customisations

None of this takes anything of yours. You own your data and your output. Your files, your notes, your memory, your business records, and the drafts Spica prepares for you are yours. We claim no ownership of them and no license to use them, which is easy for us to promise because we never receive them.

If you customise the workspace, add your own skills, or write your own routines, those customisations are yours. What stays ours is the Spica software they run on and everything we built.

13.7 Checking compliance, and the controls in the software

Because the software runs on your machine and we do not monitor it, we rely on your word and on a few honest safeguards.

• Certification. If we reasonably believe this section has been broken, we may ask you to confirm in writing that your use of the software follows this agreement, including how many installations or seats are in use and who has access. You agree to respond within a reasonable time.
• Verification. We may verify compliance with this agreement through reasonable means, and you agree to cooperate with a reasonable request to do so. We will not ask for your business data, your message contents, or your credentials, because we do not want them and do not need them to check license compliance.
• Built-in controls. The software may include license, seat, subscription or access controls that check whether your subscription is active and whether your use is within what you paid for. You agree not to defeat, disable or work around any such control. Where the software checks a license, that check is a condition of the license, not an optional feature.

14. Termination, cancellation and refunds

You can cancel at any time by contacting us at support@askspica.com.

What happens when you cancel. Your subscription runs to the end of the period you have already paid for, and then stops. Your data stays on your computer, because it was always on your computer. Access to subscription features ends at the close of your paid period.

Refunds. If you are not satisfied, contact us at support@askspica.com and we will work with you on a resolution. Note that AI usage charges are billed to you directly by your AI provider and cannot be refunded by us under any policy we set.

We can terminate if you breach these terms, if we are required to by law, or if we discontinue the product. If we discontinue Spica entirely, we will give you reasonable notice.

15. Support

Support is included with your subscription. Spica is built to diagnose and fix a great deal herself before anything reaches us.

When you do contact us, send diagnostics: what you were doing, what you expected, what happened, the error text, and your version. Please do not send us your business data, your message contents, your memory files, or any credential. We do not need them and we do not want them. You can reach support at support@askspica.com.

16. Changes to these terms

We may update these terms. If a change is material, we will give you notice before it takes effect, by email or in-app notice, and by updating the date at the top of this document. Continuing to use Spica after a change takes effect means you accept the updated terms. If you do not accept them, cancel.

17. Governing law and disputes

These terms are governed by the laws of the United States and of the state in which Ask Spica LLC is organized, without regard to its conflict-of-laws rules.

Disputes relating to Spica are subject to that governing law and to the jurisdiction of the courts located in that state, except where applicable law provides otherwise.

18. General

Entire agreement. These terms and the Privacy Policy are the whole agreement between us about Spica, and replace anything said before.

Severability. If a court finds part of these terms unenforceable, the rest stays in force.

No waiver. If we do not enforce something immediately, we have not given up the right to enforce it later.

Assignment. You may not transfer this agreement without our written consent. We may transfer it in connection with a merger, acquisition or sale of the business.

Contact.
Ask Spica LLC
Email: support@askspica.com