Subscription Service Terms and Conditions

last updated March 25, 2024

These terms of service (these “Terms”) are incorporated by reference into each order for subscription services submitted by a customer (the “Customer”) to SPRCHRGR (“SPRCHRGR”) whether such order is set forth in a purchase order that is countersigned by SPRCHRGR or an online order processed through SPRCHRGR’s website or by email or similar digital communication platform (as applicable, an “Order”).  SPRCHRGR may modify these Terms from time to time by posting revised terms on its website and any such modification will be effective and binding on Customer thirty (30) days after such modification is posted to SPRCHRGR’s website at https://sprchrgr.com/subscription-service-terms-and-conditions.


1.          Definitions. The following capitalized terms are used as defined:

 1.1.       “Activation Date” means, with respect to Services covered by an Order, the first to occur of (i) the activation date indicated in the Order, or (ii) the date on which the Services are provisioned by SPRCHRGR to the Customer.

1.2.       “Agreement” means, collectively, these Terms, the SOW, the Engagement, each Order and any other documents incorporated into such Order by reference.

1.3        “Available” is defined as any time that the System is capable of performing substantially all of the major features and functions indicated in the System’s documentation, as measured and tracked by SPRCHRGR’s availability reporting software.

1.4.       “Confidential Information” means all information, material and data of the Discloser (including information, material and data that constitutes a trade secret under applicable law) and: (a) is labeled or designated in writing as confidential or proprietary, (b) the Recipient is advised is proprietary or confidential, or (c) in view of the nature of such information and/or the circumstances of its disclosure, the Recipient knows or reasonably should know is confidential or proprietary.  Confidential Information includes, without limitation, Customer Data, the terms and conditions of this Agreement and all non-public information relating to the Discloser’s business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information.

1.5.       “Customer Data” means information concerning the Customer’s business that is input to the System by an Authorized User or by SPRCHRGR as part of the Services. As between SPRCHRGR and the Customer, the Customer will be the sole and exclusive owner of the Customer Data. The following are not “Customer Data”: SUPRCHRGR Software, SUPRCHRGR Confidential Information, the System, and any material in which SUPRCHRGR holds Intellectual Property Rights. 

1.6        “Custom Development” means Software developed by SPRCHRGR specifically for Customer in connection with the Services reflected on an Order.    

1.7        “Excluded Causes” means any time at which the System is not Available as a result of any of the following: (a) any malicious or hostile attack on the Customer’s network resources or SPRCHRGR’s network resources by any third party, (B) any Force Majeure Event, (c) any error of an Authorized User or other party who was given access to the System by Customer, (d) Customer loses Internet connectivity, (e) any error in Software not provided by SPRCHRGR.

1.8.       “Intellectual Property Rights” means all copyrights, trademarks, service marks, trade secrets, patents, moral rights, contract rights, and other proprietary rights as applicable under the laws of any applicable jurisdiction.

1.9.       “Services” means the services that SPRCHRGR is obligated to provide as indicated in an applicable Order.

1.10.      “Software” means SPRCHRGR’s proprietary software that is owned by SPRCHRGR, including any updates, customizations or enhancements thereto, provided under this Agreement and accompanying documentation and all ideas, concepts, methods and techniques embodied therein.

1.11.       “Support” is used as defined in the Order Form.

1.12.      “System” is used as defined in the Order Form.

1.13.      “Third-Party Sites” means any websites, platforms, applications, or other software or materials owned and operated by any third party or third parties.

2.         Services and Responsibilities. 

a.         Overview.  The Services will permit Customer’s authorized users (each, an “Authorized User”) to access and use the Third Party System via the SPRCHRGR BQE API Solution. SPRCHRGR is responsible for acquiring any license necessary for Customer to use the Third Party Site as contemplated by an applicable Order during its term. The Customer is responsible for administering the login names and passwords for its Authorized Users. The Customer is responsible for any loss of integrity resulting from lost or misplaced login names and passwords for its Authorized Users.  

b.         Activation.  SPRCHRGR will make the System Available in an inactive environment on a date agreed to by the parties, but in no event later than sixty (60) days prior to the Activation Date. SPRCHRGR may delay the Activation Date, in SPRCHRGR’s sole discretion, based on Customer’s preparedness and data retrieval status. 

c.         Custom Development.  SPRCHRGR will develop and implement custom Software as set forth in an applicable Order.

d.         Customer Responsibilities.  The Customer is solely responsible for providing all equipment and connectivity needed for Authorized Users to use the System.  Customer will designate a primary point of contact with managerial and decision-making authority who is authorized to communicate with SPRCHRGR regarding this Agreement, the Services, and any changes hereto. Customer acknowledges and agrees that SPRCHRGR is entitled to rely on instructions and requests from Customer’s designated point of contact.   

3.         Customer Data.

a.         Responsibility for Customer Data. The Customer will be solely responsible for the accuracy of all Customer Data and for the creation, publication, maintenance and compliance with any privacy policies or legal requirements pertaining to the collection, storage, maintenance, use, disclosure and processing of all Customer Data. Customer will not, directly or indirectly, input any personally identifiable information of any person. Customer acknowledges and agrees that SPRCHRGR is not a “data processor” or “service provider” within the meaning of any data protection law. 

b.         Anonymized Data. SPRCHRGR may create and use for its own business purposes anonymized data that is derived from Customer Data but that contains no personally identifiable information of any person and does not identify or reveal proprietary or personal information of Customer or Customer’s own customers, employees, vendors, or business partners.  As between SPRCHRGR and the Customer, SPRCHRGR will be the sole and exclusive owner of all such anonymized data.

c.         Breach Notification. If SPRCHRGR believes that the security or integrity of any Customer Data stored in the System has been compromised, SPRCHRGR will promptly notify the Customer and investigate the cause or source of such loss of security or integrity.  SPRCHRGR will promptly remedy or repair the System as needed and will promptly notify the Customer of the outcome of its investigation into the cause or source of such loss or security or integrity. The Customer will be solely responsible for notifying any affected persons as required by applicable law or applicable privacy policies.

d.         Customer Permission and Release.  The Customer hereby requests SPRCHRGR provide access to the Customer Data to the Third-Party Site indicated in this Agreement.  Notwithstanding any other provision of this Agreement, Customer hereby releases SPRCHRGR, fully and completely, for any losses, costs, damages or other liability arising out of or relating to any agreement between Customer and the Third Party or any uses or misuse of the Customer Data by the Third Party.

            e.         Return of Customer Data.  Effective as of the termination or expiration of this Agreement, SUPRCHRGR has no responsibility whatsoever for Customer Data stored in any Third Party Site. If Customer request assistance to access, retrieve, or copy any Customer Data stored in the System, SUPRCHRGR will provide assistance at SUPRCHRGR’s then-current applicable rate (“Transition Assistance”). SUPRCHRGR may delete Customer Data from the System if Customer has not requested Transition Assistance within thirty (30) days of the expiration or termination of this Agreement.

4.         Intellectual Property Rights 

4.1.       System, Software and Services. SPRCHRGR grants Customer a license to the extent necessary for Customer to use the System, Software, and Custom Development as set forth in this Agreement. SPRCHRGR retains all right, title and interest in and to its Services, the System, Custom Developments, the Software.  Apart from a limited right and license to utilize the System as part of the Services, the Customer is not acquiring any right or license to the System, the Third-Party Site, Custom Developments, or the Software as a result of this Agreement.  The Customer acknowledges that SPRCHRGR’s Intellectual Property Rights in the System, Custom Developments, and Software include both a copyright interest as well as a trade secret interest in the secret features, functions, operations, methodologies, capacities and method of action of the Software, all of which are maintained in secrecy and confidentiality by SPRCHRGR.  All rights not granted expressly to Customer are reserved to SPRCHRGR. 

4.2.      Network Security; Backup.  SPRCHRGR will implement commercially reasonable security measures to prevent unauthorized access to computer hardware and other equipment and/or software owned and used by SPRCHRGR or its third-party service providers to deliver the Services.  The System may permit Authorized Users to disable certain security measures.  SPRCHRGR strongly encourages Customer to ensure that its Authorized Users keep all security measures fully engaged. Customer shall be solely responsible for the security of Customer’s computer and networking systems and credentials used to access the Services. Customer shall be solely responsible for all acts and omissions of its Authorized Users. Customer must use reasonable efforts to prevent unauthorized access to the System and notify SPRCHRGR promptly of any breach of security affecting the System.  To the extent the Services provide access to Third Party Sites, the parties acknowledge that SPRCHRGR has no control over such sites and will not be liable for any breach of network security implemented by a Third Party Site. SPRCHRGR will maintain commercially reasonable backup measures designed to ensure that Customer Data stored on the System remains accessible during the term of the applicable Order; provided however that Customer acknowledges and agrees that SPRCHRGR has no ability or right to back up any data residing on any Third Party Site and is not liable in any way for any data stored on any Third Party Site. 

4.3.      Restrictions. Customer may not, and may not allow any third party to: (i) attempt to disassemble, reverse engineer, reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means or disclose any of the foregoing, (ii) use the Software or any SPRCHRGR Confidential Information in any way to create any software that performs functions that are the same as, or similar to, those performed by the Software, (iii) provide, rent, lease, lend, or use the Software for timesharing, subscription, or service bureau purposes, or (iv) sublicense, transfer or assign any of the rights or licenses granted under this Agreement.  Customer shall not: (x) use the Software for storage, possession, or transmission of any information, the possession, creation or transmission of which violates any foreign, state, local or federal law or regulation or industry standard; or (y) transmit Customer content over, or use Customer content in connection with, the Software, in any manner that infringes upon or misappropriates any third party right.

4.4      Feedback.  Customer may submit comments, information, questions, data, ideas, description of processes, or other information provided to SPRCHRGR (“Feedback”). Customer agrees that SPRCHRGR is free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback without any obligation or restriction.

5.         Duration and Termination.

5.1.       Duration This Agreement begins on the date of the first Order and continues until the latter of (a) the termination date indicated in any Order, (b) the Initial Term, or (c) until terminated in accordance with its terms. This Agreement will automatically renew for successive 12-month renewal periods (each, a “Renewal Period”) unless either party gives written notice of non-renewal at least thirty (30) days prior to the first anniversary of the Activation Date or the expiration of the then-current Renewal Period. The Monthly Fee will increase by the greater of 5% or the trailing 12-month change in CPI-W published by the United States Government (details and direct government website links available at http://sprchrgr.com/cpi).

5.2.      Voluntary Termination. Either party may terminate this Agreement by giving written notice to the other party that it has breached a material term of this Agreement or any other agreement between the parties if such breach remains uncured sixty (60) days after the date of such notice (with such notice identifying and describing the alleged material breach).

5.3.      Termination for Insolvency. Either party may, at its option and without notice, terminate this Agreement, effective immediately, should the other party: (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for the benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (4) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (5) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (6) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs.

5.4.      Effects of Termination. Upon any termination of this Agreement (a) Customer must pay SPRCHRGR any amounts then due, (b) Customer must cease to access and use the Services, (c) the parties’ obligations under the Agreement will cease except for those obligations that are expressly intended to survive such termination as provided in Section 10 and (d) Customer will pay to SPRCHRGR the Termination Fees set forth in the following Section.   

5.5.      Termination Fees.  Customer acknowledges that SPRCHRGR has invested significant upfront time and resources in setup, Custom Development, fees, and other costs (collectively, “Upfront Costs”). Accordingly, upon early termination of any Order, Customer will pay to SPRCHRGR a Termination Fee (as damages and not as a penalty) as follows:

  • Termination from the Effective Date to within 60 days after the Activation Date: the full amount of all Fees payable under the Order;

  • Termination within six months after the Activation Date: 75% of the full amount of all Fees payable under the Order;

  • Termination within twelve months after the Activation Date: 50% of the full amount of all Fees payable under the Order;

  • Termination within eighteen months after the Activation Date: 25% of the full amount of all Fees payable under the Order.

6.         Fees and Payment.  Customer will pay SPRCHRGR the Fees indicated in each applicable Order.

7.         Liability and Risk Management.

7.1.       Insurance. Each of Customer and SPRCHRGR will maintain commercially reasonable property and liability insurance in respect of their actions and obligations under this Agreement.

7.2.      Limited Warranty. SPRCHRGR will provide the Services in a proficient and professional manner in accordance with this Agreement. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SPRCHRGR IS PROVIDING THE SERVICES “AS IS.” SPRCHRGR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THE SYSTEM, SOFTWARE, CUSTOM DEVELOPMENT, THIRD-PARTY SITE, AND THE SERVICES ARE NOT ERROR-FREE AND CANNOT GUARANTEE THE CONTINUOUS SECURITY, AVAILABILITY AND INTEGRITY OF DATA.

8.         Confidential Information.

8.1.       Prior Agreements Superseded. This Section expressly supersedes any prior confidentiality agreement or non-disclosure agreement between the Parties unless otherwise expressly agreed in writing.

8.2.      Confidential Information. Each party (as applicable, the “Recipient”) may not use, other than in connection with the provision or receipt of the Services, or disclose to anyone, other than officers, employees or representatives of the Recipient with a need to know for purposes of this Agreement and who are subject to confidentiality obligations consistent with the terms of this Agreement (“Representatives”), any Confidential Information disclosed to the Recipient by the other party (as applicable, the “Discloser”).  The Recipient will safeguard disclosure of such Confidential Information to the same extent as with the Recipient’s own Confidential Information but shall at least use reasonable care. Upon termination of expiration of this Agreement, or earlier upon request of the Discloser, the Recipient shall promptly return to the Discloser or destroy the Discloser’s Confidential Information in its possession or under its control.

8.3.      Exclusions. The confidentiality obligations of this Section shall not apply to any such information that: (a) is or becomes publicly known without any fault of or participation by the Recipient or its Representatives, (b) was in Recipient’s possession prior to the time it was received from Discloser or came into Recipient’s possession thereafter, in each case lawfully obtained from a source other than Discloser or its Representatives and not subject to any obligation of confidentiality or restriction on use, or (c) is independently developed by the Recipient without reference to the Discloser’s Confidential Information. It shall not be a violation of this Section for Recipient to disclose any Confidential Information to the extent it is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Recipient shall, unless prohibited by law, notify the Discloser of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Discloser.

8.4.      Equitable Relief. Any use or disclosure of the Discloser’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Discloser irreparable damage for which remedies other than injunctive relief may be inadequate, and both Parties agree that the Discloser may request injunctive or other equitable relief seeking to restrain such use or disclosure.

8.5.      Duration. The provisions of this Section will survive the termination or expiration of this Agreement for any reason for a period of five years, except that with respect to any Confidential Information that constitutes a trade secret under applicable, with respect to which these provisions will survive for so long as such information retains its status as a trade secret under such law.

9.         Indemnification.

9.1.       By SPRCHRGR. SPRCHRGR will indemnify, defend, and hold harmless Customer and its affiliates and their respective officers, directors, employees, agents and other representatives (collectively, the “Indemnitees”) against all liabilities, losses, damages, liability, claims, costs and expenses, interest, awards, judgments and penalties, including reasonable attorneys’ and consultants’ fees or other expenses (collectively “Losses”) arising from any claims, actions, or proceedings, arising out of any claim that (a) the Software infringes, violates or misappropriates any third party’s Intellectual Property Rights (an “IP Claim”), or (b) a third party has suffered injury to person or damage to tangible personal property caused by the gross negligence or willful misconduct of SPRCHRGR or any of its officers, directors, employees, or agents. 

9.2.      Remedies for IP Claims.  If SPRCHRGR determines that its provision of the Services is the subject of an IP Claim, SPRCHRGR may, in its sole discretion and at its sole cost and expense, elect to (x) modify the Services to eliminate the source of the IP Claim, (y) cease to provide the applicable Services and refund any prepaid Fees in respect of the applicable Services, or (z) procure for Customer the right to continue the use of the infringing component of the Services.  SPRCHRGR’s execution and completion of the foregoing remedies will be SPRCHRGR’s sole liability, and Customer’s exclusive remedy, for any such IP Claim.

9.3.      Exceptions. SPRCHRGR will have no indemnity obligation for any IP Claim alleged to result from: (a) any combination, operation, or use of the System, SPRCHRGR Software or Services by Customer with any programs or equipment not supplied by SPRCHRGR or not specified in writing for such purpose (collectively, the “Combined Items”) if such infringement would have been avoided absent the combination, operation, or use of such Combined Items, (b) any unauthorized modification of the System or SPRCHRGR Software by Client, or (c) Client’s failure to implement any replacement or modification of the System or SPRCHRGR Software provided by SPRCHRGR.

9.4.     By Customer. Customer will indemnify, defend, and hold harmless SPRCHRGR, and its affiliates, officers, directors, employees, agents, and other representatives against all Losses arising from any claims, actions or proceedings, arising out of any claims that (i) Customer Data, or the collection or use thereof, infringes or misappropriates any third party right, or (ii) that the combination by Customer of any Customer software, Customer Data, content, other data, marks or other materials provided by Customer or utilized by or on behalf of Customer with the Services infringes or violates any third party’s Intellectual Property Rights.

9.5.      Indemnification Procedure. If any Party is entitled to indemnification under this Article 7, the Party seeking such indemnification (the “Indemnified Party”) must (i) promptly notify the Party obligated to provide indemnification (the “Indemnitor”) of the existence of the Claim (together with copies of any applicable documents or other relevant information); provided that any delay or failure to so notify the Indemnitor shall not relieve the Indemnitor from its responsibilities hereunder, except to the extent the Indemnitor is actually prejudiced by any such failure or delay; (ii) provide Indemnitor with reasonable assistance and cooperation in connection with the defense of the Claim, in each case at the Indemnitor’s sole expense, and (iii) allow  Indemnitor to control the Claim and any related settlement negotiations; provided that the Indemnified Party shall have the right to participate in such Claim or settlement negotiations with counsel at its selection and at its sole expense. The Indemnitor may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on the Indemnified Party or diminishes the Indemnified Party’s rights without first obtaining the Indemnified Party’s express written consent.

10.        Survival.  All payment obligations accrued prior to the date of termination survive termination of this Agreement, together with all terms of this Agreement, which by their nature are intended to survive termination of this Agreement.

11.         Miscellaneous.

11.1       Compliance with Laws. Each party must comply with all applicable laws in connection with its acts and obligations under this Agreement.

11.2.      Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.

11.3       No Waiver. Any waiver of a provision of this Agreement must be in writing and signed by the party to be charged. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement.

11.4      Entire Agreement. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof and supersedes any prior or contemporaneous agreement between the parties relating to the subject matter hereof.

11.5       Publicity. SPRCHRGR may list Customer as a customer and use Customer’s logo on SPRCHRGR’s website, on publicly available customer lists, and in media releases.

11.6.      Modifications. SPRCHRGR may modify these Terms from time to time and any such modification will be effective when posted to SPRCHRGR’s website.