Terms of Use

iSpi WEBSITE TERMS OF USE Last Updated: April 30, 2026 These Website Terms of Use ("Terms") govern your access to and use of the website located at ispi.ai and any subdomains, successor properties, or related online materials (collectively, the "Site"). The Site is owned and operated by iSpi Ventures, LLC, a Delaware limited liability company qualified to do business in the State of Alabama, with principal place of business in Birmingham, Alabama (referred to as "iSpi," "we," "our," or "us"). By accessing or using the Site, you ("you," "your," or "Visitor") agree to these Terms and to the iSpi Website Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Site. PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION AGREEMENT (SECTION 13), A CLASS ACTION WAIVER, A JURY TRIAL WAIVER, A LIMITATION OF iSpi'S LIABILITY (SECTION 10), AND A SHORTENED ONE-YEAR PERIOD WITHIN WHICH YOU MUST BRING ANY CLAIM (SECTION 13). THESE PROVISIONS WILL SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS. 1. ACCEPTANCE AND ELIGIBILITY 1.1 Acceptance. By accessing or using the Site in any manner, including by browsing, searching, viewing Content, completing a contact or demo form, downloading any materials, or otherwise interacting with the Site, you accept and agree to be bound by these Terms and by the iSpi Website Privacy Policy. These Terms form a binding legal agreement between you and iSpi. 1.2 Eligibility. You represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the full legal capacity and authority to enter into these Terms; (c) you are not identified on any U.S. Department of the Treasury Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List, the OFAC Sectoral Sanctions Identifications List, the U.S. Department of Commerce Entity List or Denied Persons List, the U.S. Department of State nonproliferation lists, or any equivalent restricted-party list maintained by the United States, the European Union, the United Kingdom, the United Nations, or any country in which you reside; (d) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions, including without limitation Cuba, Iran, North Korea, Syria, the Crimea region, the so-called Donetsk and Luhansk People's Republics, or any successor sanctioned territory; (e) your access to and use of the Site does not and will not violate any applicable law, regulation, court order, or contractual obligation; and (f) all information you provide to iSpi through the Site is accurate, current, and complete. 1.3 United States Users. The Site is intended for use by visitors located in the United States. iSpi makes no representation that the Site or any Content is appropriate, lawful, or available for use outside the United States. Visitors who access the Site from outside the United States do so at their own risk and are solely responsible for compliance with all local laws, including data-protection laws, telecommunications laws, content-restriction laws, and import or export laws. 1.4 Continued Use After Changes. iSpi may modify these Terms at any time as described in Section 12. Your continued access to or use of the Site after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree with any modification, your sole remedy is to cease accessing and using the Site. 1.5 Refusal of Access. iSpi may refuse, restrict, suspend, throttle, block, or terminate your access to the Site, in whole or in part, at any time, for any reason or no reason, with or without notice, in iSpi's sole discretion. iSpi has no liability for any such action. 2. DEFINITIONS 2.1 In addition to terms defined elsewhere in these Terms, the following definitions apply: "Content" means all text, graphics, images, photographs, videos, audio, software, code, documentation, designs, models, demonstrations, screenshots, white papers, blog posts, marketing materials, AI-generated outputs, and other materials made available on or through the Site, whether or not branded with the iSpi name or logo. "iSpi" means iSpi Ventures, LLC, a Delaware limited liability company qualified to do business in the State of Alabama, with principal place of business in Birmingham, Alabama, together with each of its parent, subsidiary, and affiliated entities, and the officers, directors, members, managers, employees, agents, contractors, licensors, suppliers, and successors of each. References to "iSpi" in disclaimers, limitations of liability, indemnification, and other protective provisions are intended to extend protection to all of the foregoing. "Services" means any product, service, hardware, software, device, application, dashboard, alert, magic link, model, machine-learning capability, application programming interface, or other offering described or referenced on the Site, all as iSpi may modify, add to, deprecate, or discontinue at any time in iSpi's sole discretion. The Services are provided under separate written agreements (including the Master Service Agreement and Business Associate Agreement). The Services are NOT made available through these Terms. "Site" means the website located at the domain ispi.ai (and any successor domain), all subdomains, and all related online materials operated by iSpi. "User Submission" means any text, image, idea, suggestion, feedback, comment, demo request, contact-form submission, file, link, or other material that any Visitor submits, transmits, or makes available to iSpi through the Site or in connection with the Site. "Visitor" means any person who accesses or uses the Site, including you. 2.2 Construction. In these Terms: (a) "including" means "including without limitation"; (b) the singular includes the plural and vice versa; (c) "or" is inclusive unless context requires otherwise; (d) section and subsection headings are for convenience only and do not affect interpretation; (e) references to a statute, regulation, or rule include all amendments and successor provisions; (f) the English-language version of these Terms controls regardless of any translation. 3. LIMITED LICENSE TO USE THE SITE 3.1 License Grant. Subject to your compliance with these Terms, iSpi grants you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and view the Site and Content solely for your own personal, informational, noncommercial purposes. 3.2 Scope of License. The license in Section 3.1: (a) is limited to viewing of public pages and submitting permitted forms; (b) does not include any right of commercial use, resale, distribution, syndication, or republication; (c) does not include any right to modify, adapt, translate, or create derivative works of the Site or any Content; (d) does not include any right to use the Site or any Content to develop, train, validate, evaluate, fine-tune, or improve any artificial-intelligence model, machine-learning model, or other algorithmic system; (e) does not include any right to copy or extract product listings, descriptions, pricing, or specifications; (f) does not include any right to embed, frame, mirror, or reproduce the Site within any other website or application; (g) is automatically revoked upon any violation of these Terms; and (h) is otherwise revocable by iSpi at any time, for any reason or no reason, in iSpi's sole discretion. 3.3 Reservation of Rights. All rights, title, and interest in and to the Site and Content not expressly granted in Section 3.1 are reserved by iSpi and its licensors. No implied licenses, no estoppel, no prior course of dealing, no extra-contractual representation, and no marketing material expand your rights beyond those expressly granted. 4. ACCEPTABLE USE 4.1 Prohibited Conduct. You shall not, and shall not authorize, encourage, induce, or assist any third party to: (a) reproduce, duplicate, copy, distribute, modify, adapt, translate, publicly display, publicly perform, broadcast, retransmit, or create derivative works of the Site or any Content, except as expressly permitted in Section 3.1; (b) frame, mirror, embed, scrape, harvest, crawl, index (other than through standard public search-engine indexing of public pages), bulk-download, or otherwise collect data from the Site through automated or semi-automated means, including without limitation through bots, spiders, scrapers, web-crawlers, headless browsers, or extraction software, in each case without iSpi's prior written consent; (c) use the Site or any Content to develop, train, evaluate, validate, fine-tune, distill, or improve any artificial-intelligence model, machine-learning model, large language model, foundation model, image-generation model, embedding model, classifier, recommendation system, or other algorithmic system, for any purpose, including any commercial, research, or academic purpose; (d) use the Site or any Content to develop, market, sell, license, or operate any product or service that competes with the Services or with iSpi; (e) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, structure, ideas, algorithms, models, weights, training data, or know-how of the Site, the Services, or any embedded demonstration, applet, or interactive element; (f) circumvent, disable, interfere with, or otherwise defeat any security, authentication, rate-limiting, access-control, copyright-protection, or content-protection feature of the Site; (g) upload, transmit, or introduce any virus, worm, Trojan horse, ransomware, spyware, time bomb, logic bomb, or other harmful or malicious code or content; (h) submit any User Submission that is unlawful, infringing, defamatory, obscene, harassing, threatening, hateful, discriminatory, or in violation of any third-party right; (i) collect, harvest, store, or process information about any other Visitor or other user of the Site; (j) interfere with, disrupt, overload, degrade, or impair the operation of the Site or the underlying networks or servers; (k) impersonate any person or entity or misrepresent your affiliation with any person or entity; (l) use the Site to harass, threaten, defame, stalk, or otherwise harm any person; (m) use the Site for any commercial purpose other than as iSpi expressly permits in writing; or (n) violate any applicable law, regulation, rule, court order, or third-party right in connection with your access to or use of the Site. 4.2 Termination for Violation. iSpi may suspend, restrict, or terminate your access to the Site immediately and without notice for any actual or suspected violation of this Section 4 or any other provision of these Terms. Termination does not relieve you of any obligation accruing prior to termination. iSpi may report any actual or suspected violation to law enforcement or other appropriate authorities. 4.3 Reporting Violations. If you become aware of any actual or suspected violation of this Section 4, please report it to iSpi using the contact information in Section 15. 5. INTELLECTUAL PROPERTY 5.1 iSpi Ownership. The Site and all Content (other than User Submissions) are owned by iSpi or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws and treaties. All rights, title, and interest in and to the Site and Content are and shall remain the exclusive property of iSpi and its licensors. 5.2 Trademarks. "iSpi," the iSpi logo, and any other iSpi product names, service names, slogans, and trade dress appearing on the Site are trademarks of iSpi Ventures, LLC. You shall not use any iSpi trademark without iSpi's prior written consent. Other names, logos, and marks appearing on the Site may be the trademarks of their respective owners; no license to use such marks is granted by these Terms. 5.3 Copyright Infringement Notices (DMCA). iSpi respects the intellectual property of others and asks Visitors to do the same. If you believe in good faith that any Content on the Site infringes your copyright, you may submit a written notice to iSpi's designated copyright agent that complies with 17 U.S.C. Section 512(c)(3), including: (a) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and information sufficient to permit iSpi to locate the material; (d) your contact information; (e) a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on the copyright owner's behalf. iSpi's designated copyright agent may be reached at the contact information in Section 15. Please mark the envelope or email subject line "DMCA Notice." 5.4 Counter-Notices. If you believe in good faith that material you submitted was removed or disabled by mistake or misidentification, you may submit a written counter-notice to iSpi's designated copyright agent that complies with 17 U.S.C. Section 512(g)(3). 5.5 Repeat Infringers. iSpi will, in appropriate circumstances and at iSpi's discretion, terminate the access of any Visitor who is determined to be a repeat infringer of intellectual-property rights. 5.6 No License of Patents or Trade Secrets. Nothing in these Terms grants any license, express or implied, under any patent, trade secret, or other proprietary right of iSpi or its licensors. 6. USER SUBMISSIONS AND FEEDBACK 6.1 Non-Confidential. All User Submissions are non-confidential and non-proprietary, regardless of any contrary notation, marking, or representation by you. iSpi has no obligation of confidence with respect to any User Submission. You should not submit any information through the Site that you wish to keep confidential. 6.2 License Grant to iSpi. By making any User Submission, you grant iSpi a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable (through multiple tiers), transferable, non-exclusive license to use, reproduce, distribute, modify, adapt, translate, publicly display, publicly perform, create derivative works from, train artificial-intelligence and machine-learning models on, and otherwise commercially or noncommercially exploit such User Submission, in any media, format, technology, or distribution channel now known or later developed, for any purpose, without notice to, attribution to, or compensation to you or any third party. 6.3 Feedback. Any feedback, suggestion, idea, comment, recommendation, or proposal you provide to iSpi regarding the Site, the Services, iSpi's business, or any iSpi product or feature (collectively, "Feedback") is governed by Section 6.2. iSpi may use Feedback to develop, improve, market, or operate any iSpi product or service, in iSpi's sole discretion, without any duty to you. 6.4 No Obligation to Use. iSpi has no obligation to use, respond to, attribute, return, store, or compensate any User Submission. iSpi may, but is not required to, screen, review, edit, refuse, or remove any User Submission. 6.5 Your Warranties. You represent and warrant that, with respect to each User Submission: (a) you are the sole owner of the User Submission, or you have all necessary rights, licenses, consents, and permissions to grant the license in Section 6.2; (b) the User Submission is original to you, or you have all necessary authorization to submit and license it; (c) the User Submission does not and will not infringe, misappropriate, or violate any third-party right, including any intellectual-property right, privacy right, publicity right, or moral right; (d) the User Submission does not contain any personal information of any third party that you do not have the right to share with iSpi; (e) the User Submission complies with all applicable laws and these Terms; and (f) all factual information in the User Submission is accurate. 6.6 Indemnification. You shall indemnify iSpi against any claim arising from your User Submissions in accordance with Section 11. 7. TRACKING, COOKIES, AND ANALYTICS 7.1 Consent. By accessing or using the Site, you consent to and authorize iSpi and iSpi's service providers, advertising partners, and affiliates to do all of the following: (a) place and read first-party and third-party cookies, web beacons, pixels, tags, fingerprints, local storage, session storage, and other similar tracking technologies on or from your device; (b) collect and process device identifiers, advertising identifiers, internet-protocol (IP) addresses, approximate geolocation derived from IP (typically city or region precision), browser type and version, operating system, screen resolution, language and timezone settings, referrer URLs, search terms (where shared by your referring search engine), URL parameters (including UTM tags and ad-network click identifiers), click paths, scroll depth, time on page, form interactions (excluding password fields), keystrokes in non-sensitive fields, mouse movements, and similar diagnostic and behavioral data; (c) use analytics, advertising, attribution, retargeting, audience-matching, and session-replay tools, which may include without limitation Google Analytics, Google Ads, Google Tag Manager, Meta Pixel, LinkedIn Insight Tag, Microsoft Advertising, TikTok Pixel, Microsoft Clarity, Hotjar, FullStory, Mixpanel, Amplitude, PostHog, Segment, Datadog (including Real User Monitoring), Sentry, and any other tools iSpi may add, remove, or change at any time without notice; (d) record session replays of your interactions with the Site (with reasonable masking of fields containing sensitive personal information such as passwords); (e) combine data collected through the Site with information from third-party data providers, business-intelligence vendors, account-based-marketing platforms, identity-resolution services, and public sources; (f) use third-party advertising networks for measurement, retargeting, lookalike-audience generation, and audience matching; (g) share data with the categories of recipients described in the iSpi Website Privacy Policy; and (h) honor only those Do-Not-Track, Global Privacy Control, opt-out preference signals, or similar mechanisms that iSpi is statutorily required to honor in your jurisdiction. 7.2 Browser Controls. You may use browser settings, browser extensions, or industry opt-out tools (including those offered by the Network Advertising Initiative and the Digital Advertising Alliance) to limit or disable some tracking. Disabling cookies or other tracking technologies may impair Site functionality or render some features unavailable. 7.3 Cookie Banner / Consent Interface. Where iSpi presents a cookie banner or consent interface, that interface conforms to the statutory minimum required by your jurisdiction. Visitors located in jurisdictions that do not require an opt-in cookie consent are deemed to consent to all cookies and tracking on first visit. 7.4 Privacy Policy Reference. The categories of personal information collected, the purposes of processing, the categories of recipients, and your rights under applicable privacy laws are described in the iSpi Website Privacy Policy, which is available on the Site and is incorporated into these Terms by reference. 8. THIRD-PARTY SITES AND SERVICES 8.1 Links and Integrations. The Site may contain links to or integrations with websites, services, content, products, applications, social-media platforms, or advertising networks operated by third parties (collectively, "Third-Party Properties"). The Site may also embed Third-Party Properties (such as third-party videos, advertisements, fonts, scripts, or widgets). 8.2 No Control; No Endorsement. iSpi does not control, endorse, monitor, audit, or assume any responsibility for any Third-Party Property, including the content, privacy practices, security, accuracy, availability, or terms of any Third-Party Property. The inclusion of a link to or integration with a Third-Party Property is not an endorsement, sponsorship, or recommendation by iSpi. 8.3 Your Risk. Your access to and use of any Third-Party Property is at your sole risk and is governed by that third party's own terms, conditions, and privacy policies, which you are responsible for reviewing and accepting separately. iSpi has no liability for any matter arising from any Third-Party Property. 8.4 No Warranty as to Third Parties. iSpi makes no warranty, representation, or guarantee regarding any Third-Party Property, including without limitation any warranty of accuracy, availability, security, fitness for a particular purpose, or non-infringement. 9. DISCLAIMER OF WARRANTIES 9.1 AS IS / AS AVAILABLE. THE SITE AND ALL CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. 9.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, iSpi DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (a) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, AVAILABILITY, SECURITY, FREEDOM FROM VIRUSES OR HARMFUL COMPONENTS, FREEDOM FROM DEFECTS, UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT DEFECTS WILL BE CORRECTED; (b) WARRANTIES THAT THE SITE OR ANY CONTENT MEETS YOUR REQUIREMENTS, EXPECTATIONS, OR PERFORMANCE STANDARDS; (c) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE; (d) WARRANTIES THAT ANY DEMONSTRATION, SCREENSHOT, MARKETING CLAIM, FORWARD-LOOKING STATEMENT, AI-GENERATED OUTPUT, OR PRODUCT DESCRIPTION ON THE SITE REFLECTS ACTUAL OR FUTURE PRODUCT PERFORMANCE OR CAPABILITY; (e) WARRANTIES OF SUITABILITY FOR ANY CLINICAL, MEDICAL, SAFETY, SECURITY, EMERGENCY-RESPONSE, SUPERVISION, SURVEILLANCE, COMPLIANCE, LIFE-SUPPORTING, OR HIGH-RISK USE; AND (f) ANY OTHER WARRANTY NOT EXPRESSLY GRANTED IN WRITING BY iSpi. 9.3 No Statements Outside These Terms. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM iSpi OR THROUGH THE SITE SHALL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN THESE TERMS. 9.4 Notification Aid Only. The Services described on the Site are notification-aid technology. iSpi does not represent that the Services are a clinical, security, safety, supervision, surveillance, compliance, life-supporting, or emergency-response product. Any indication, illustration, or representation on the Site to the contrary (including in marketing copy, demonstrations, or testimonials) is non-binding and does not modify these Terms or create any warranty. 9.5 Allocation of Risk. The disclaimers and limitations in this Section 9 reflect the parties' allocation of risk and are essential elements of the basis of the bargain. 10. LIMITATION OF LIABILITY 10.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL iSpi BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY: (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (b) LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOSS OF GOODWILL, LOSS OF USE, LOSS OF SUBSTITUTE SERVICES, OR DIMINUTION IN VALUE; (c) BUSINESS INTERRUPTION, COST OF COVER, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (d) PERSONAL INJURY, EMOTIONAL DISTRESS, OR INJURY TO PROPERTY; OR (e) THIRD-PARTY CLAIMS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SITE, ANY CONTENT, ANY SERVICE DESCRIBED ON THE SITE, ANY USER SUBMISSION, OR THESE TERMS, REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, STATUTE, OR OTHERWISE) AND REGARDLESS OF WHETHER iSpi WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, iSpi'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SITE -- UNDER ALL CAUSES OF ACTION COMBINED -- SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100.00) OR (B) THE TOTAL AMOUNT YOU PAID iSpi FOR ACCESS TO THE SITE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. BECAUSE ACCESS TO THE SITE IS PROVIDED FREE OF CHARGE, THIS CAP TYPICALLY EQUALS US$100.00. 10.3 Essential Term. THE LIMITATIONS IN THIS SECTION 10 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN AND APPLY EVEN IF ANY LIMITED REMEDY IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT iSpi WOULD NOT MAKE THE SITE AVAILABLE WITHOUT THESE LIMITATIONS. 10.4 Allocation of Risk. The disclaimers in Section 9 and the limitations in this Section 10 reflect the parties' allocation of risk, are essential elements of the basis of the bargain, and apply to the maximum extent permitted by applicable law. Some jurisdictions do not allow the limitation or exclusion of certain warranties or damages, so portions of this Section 10 may not apply to you; in such jurisdictions, iSpi's liability is limited to the maximum extent permitted by law. 11. INDEMNIFICATION BY VISITOR 11.1 Indemnification. You agree to defend, indemnify, and hold harmless iSpi from and against any and all third-party claims, demands, suits, actions, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising out of or relating to: (a) your access to or use of the Site; (b) your User Submissions; (c) your breach or alleged breach of these Terms or any representation or warranty made in these Terms; (d) your violation of any applicable law, regulation, or rule; (e) your violation of any right of any third party (including any intellectual-property right, privacy right, or publicity right); (f) any negligent or willful act or omission by you; and (g) any claim that your access to or use of the Site caused damage to any third party. 11.2 Defense and Settlement. iSpi may, at its option, assume sole control of the defense and settlement of any claim subject to indemnification under this Section 11, with counsel of iSpi's choice, at your expense. You shall reasonably cooperate with iSpi at your own cost. You shall not settle any claim that imposes any liability or obligation on iSpi (including any non-monetary obligation, admission, or restriction) without iSpi's prior written consent. 11.3 Procedures. iSpi shall give you reasonably prompt written notice of any claim for which iSpi seeks indemnification (provided that delay shall not relieve you of your obligation except to the extent you are materially prejudiced). iSpi may participate in the defense with counsel of its own choosing at its own expense. 11.4 Cumulative Remedies. The indemnification rights and remedies in this Section 11 are in addition to, and not in lieu of, any other remedy available to iSpi at law or in equity, except as expressly limited by these Terms. 12. MODIFICATIONS TO SITE AND TERMS 12.1 Modification of Site. iSpi may modify, suspend, throttle, or discontinue the Site, in whole or in part, at any time and without notice. iSpi may add, remove, or change features, Content, layout, design, or functionality at any time. iSpi has no liability for any such modification, suspension, or discontinuation. 12.2 Modification of Terms. iSpi may modify these Terms at any time in iSpi's sole discretion by posting the updated Terms on the Site and revising the "Last Updated" date at the top of these Terms. Material changes may, but are not required to, also be communicated through a banner or notice on the Site. 12.3 Effective Date. Modifications to these Terms are effective on the "Last Updated" date or such later date as the updated Terms specify. Your continued access to or use of the Site after the effective date of any modification constitutes your acceptance of the modified Terms. 12.4 Your Sole Remedy. If you do not agree with any modification of these Terms, your sole remedy is to cease accessing and using the Site. iSpi has no obligation to honor prior versions of these Terms after a modification takes effect. 12.5 No Modification by You. You may not modify these Terms. No purported amendment, side letter, course of dealing, or extra-contractual representation by you binds iSpi. 13. GOVERNING LAW AND DISPUTE RESOLUTION PLEASE READ THIS SECTION 13 CAREFULLY. IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES INDIVIDUALLY, WAIVES THE RIGHT TO A JURY TRIAL, WAIVES THE RIGHT TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDINGS, AND ESTABLISHES A SHORTENED ONE-YEAR PERIOD WITHIN WHICH ANY CLAIM MUST BE BROUGHT. 13.1 Governing Law. These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or your access to or use of the Site (each a "Dispute") shall be governed by the substantive laws of the State of Alabama, without regard to its conflict-of-laws principles. The Federal Arbitration Act, 9 U.S.C. Section 1 et seq. (the "FAA"), shall govern the interpretation and enforcement of the arbitration provisions of this Section 13. 13.2 Informal Resolution. Before initiating any arbitration or court proceeding, the party seeking to commence a Dispute (the "Claimant") shall send the other party a written notice describing in reasonable detail the dispute, the underlying facts, the claims asserted, and the relief sought (a "Dispute Notice"). Notices to iSpi shall be sent to legal@ispi.ai and to iSpi's mailing address in Section 15. The parties shall negotiate in good faith for thirty (30) days following the Dispute Notice. The thirty-day informal-resolution period is a mandatory pre-condition to commencement of arbitration or court proceedings. 13.3 Binding Arbitration. Any Dispute that is not resolved under Section 13.2 shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures then in effect (the "Commercial Rules"). For Disputes that the AAA classifies under its Consumer Arbitration Rules and Mediation Procedures, those rules apply. For Disputes seeking total recovery of US$250,000 or less, the AAA's Expedited Procedures apply automatically. 13.4 Arbitrator; Seat; Hearings; Language. The arbitration shall be conducted by a single neutral arbitrator who is a licensed attorney with at least fifteen (15) years' experience in commercial, technology, or healthcare-technology matters. The seat of arbitration shall be Birmingham, Alabama. Hearings shall be conducted in Birmingham, Alabama, in person or by video at the arbitrator's discretion. The language of arbitration shall be English. 13.5 Delegation. Any dispute concerning the formation, validity, scope, applicability, interpretation, or enforceability of this Section 13, including any claim that all or part of this Section 13 is unconscionable, void, or voidable, shall be decided by the arbitrator and not by a court -- except that a court shall decide (a) whether the parties agreed to arbitrate at all and (b) the enforceability of the Class Action Waiver in Section 13.7. 13.6 Jury Trial Waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER IN ARBITRATION OR IN COURT) ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE RELATIONSHIP BETWEEN THE PARTIES, IN ANY FORUM. 13.7 Class Action Waiver. YOU AND iSpi 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, REPRESENTATIVE, MASS, PRIVATE-ATTORNEY-GENERAL, OR CONSOLIDATED PROCEEDING. THE ARBITRATOR HAS NO AUTHORITY TO CONDUCT ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING OR TO AWARD CLASS-WIDE RELIEF. If a court of competent jurisdiction determines that the Class Action Waiver in this Section 13.7 is unenforceable as to any particular Dispute, that Dispute alone shall be severed and shall proceed in court under Section 13.10; the parties' agreement to arbitrate all other Disputes individually remains fully enforceable. 13.8 Anti-Coordination. The Class Action Waiver and the individual-arbitration requirement extend to and prohibit: (a) coordinated mass filings (five or more substantively similar arbitration demands within any six-month period filed by the same lead attorney, the same firm, or coordinating counsel); (b) splitting of what would naturally be a single claim into multiple claims; (c) joinder, consolidation, or batching of claims from multiple claimants; and (d) aggregation tactics designed to extract settlement leverage from arbitration filing-fee or administrative-burden dynamics. If twenty-five or more substantively similar demands are filed against iSpi within any sixty-day period, the demands shall be batched in a bellwether protocol consistent with Section 17 of the iSpi Master Service Agreement (where applicable). 13.9 Costs. Each party shall pay its own AAA filing fees, except that iSpi shall pay any portion of the filing fee that exceeds the amount required to file the same claim in the U.S. District Court for the Northern District of Alabama. Arbitrator's fees shall be allocated 50/50 by default, with the arbitrator authorized to reallocate based on conduct or outcome. Each party bears its own attorneys' fees, except that the arbitrator may award reasonable attorneys' fees to a prevailing party for frivolous, vexatious, or bad-faith conduct, or as required by Alabama law. 13.10 Court Carve-Outs. The following matters may be brought in the U.S. District Court for the Northern District of Alabama (Birmingham Division), or, if federal subject-matter jurisdiction does not exist, the Circuit Court of Jefferson County, Alabama (collectively, the "Courts"), and not in arbitration: (a) claims for emergency or preliminary injunctive relief, temporary restraining orders, or specific performance to protect intellectual property, confidential information, or to prevent unauthorized access to or use of the Site; (b) small-claims actions within the small-claims jurisdictional limit of the appropriate Alabama court, brought on an individual basis only; (c) confirmation, modification, or vacatur of an arbitration award under the FAA; and (d) any Dispute that a court has determined must proceed in court because the Class Action Waiver is unenforceable as to that Dispute. Each party irrevocably consents to the personal jurisdiction and venue of the Courts and waives any objection based on forum non conveniens, inconvenience, or otherwise. 13.11 One-Year Time Bar. ANY DISPUTE MUST BE COMMENCED (BY DELIVERY OF A DISPUTE NOTICE UNDER SECTION 13.2) WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE DISPUTE IS FOREVER BARRED. THIS CONTRACTUAL LIMITATIONS PERIOD MAY BE SHORTER THAN THE PERIOD THAT WOULD OTHERWISE APPLY UNDER ALABAMA OR OTHER APPLICABLE LAW. THE PARTIES INTEND THIS LIMITATIONS PERIOD TO BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 13.12 Confidentiality of Proceedings. All arbitration proceedings, filings, hearings, evidence, transcripts, and awards are confidential and may not be disclosed except as required by law or to enforce or vacate an award. The parties shall coordinate to seek protective orders for sealed filings as necessary. 13.13 Severability of This Section. If any provision of this Section 13 is held invalid or unenforceable, that provision shall be severed and the remainder shall continue in full force, except that if the Class Action Waiver in Section 13.7 is severed as to a specific Dispute, the entirety of this Section 13 (other than this severability sentence and Section 13.12) shall be null and void as to that specific Dispute, and that specific Dispute shall proceed in the Courts identified in Section 13.10 individually. 13.14 Coordination with the MSA. For Visitors who are also parties to the iSpi Master Service Agreement (as customers, Authorized Users, or otherwise), the more detailed Dispute Resolution provisions in Section 17 of the Master Service Agreement govern any Dispute to the extent of any conflict with this Section 13. 13.15 Survival. This Section 13 survives termination of these Terms indefinitely. 14. MISCELLANEOUS 14.1 Severability. If any provision of these Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent. 14.2 Entire Agreement. These Terms, together with the iSpi Website Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and iSpi regarding your access to and use of the Site, and supersede all prior or contemporaneous communications, proposals, agreements, and understandings, whether written or oral. 14.3 No Reliance. You represent that you have not relied on any statement, promise, or representation outside of these Terms, including any statement made in marketing materials, demonstrations, blog posts, sales conversations, or prior versions of these Terms. 14.4 No Waiver. iSpi's failure to enforce any provision of these Terms is not a waiver of iSpi's right to enforce that or any other provision later. Any waiver by iSpi must be in writing and signed by an authorized representative of iSpi. 14.5 Assignment. You may not assign or transfer these Terms or any rights or obligations under these Terms, by operation of law or otherwise, without iSpi's prior written consent. iSpi may freely assign or transfer these Terms, in whole or in part, including to any affiliate or to any successor in connection with a merger, acquisition, financing, sale of assets, or restructuring. These Terms bind and benefit the parties and their permitted successors and assigns. 14.6 Force Majeure. iSpi shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic or public-health emergency, war, terrorism, civil unrest, labor disputes, governmental action, internet or cloud-provider outages, telecommunications failure, supply-chain disruption, or cybersecurity incident. 14.7 Export Compliance. You shall not access or use the Site in violation of any U.S. export-control, sanctions, or anti-boycott law. 14.8 Government Users. The Site and Content are "commercial items" as defined at 48 C.F.R. Section 2.101. U.S. Government end users acquire only those rights set forth in these Terms. 14.9 Headings. Section and subsection headings are for convenience only and do not affect the interpretation of these Terms. 14.10 Construction. In these Terms: "including" means "including without limitation"; the singular includes the plural and vice versa; "or" is inclusive unless context requires otherwise; references to a statute, regulation, or rule include all amendments and successor provisions; and the English-language version of these Terms controls regardless of any translation. 14.11 No Third-Party Beneficiaries. These Terms do not create, and shall not be construed to create, any third-party beneficiary right. 14.12 Notices. Notices to iSpi shall be in writing and sent to the address in Section 15 by certified U.S. mail (return receipt requested) or to legal@ispi.ai by email (with confirmed delivery). Notices to you may be given by Site posting, by email to any address you have provided, or by any other reasonable method. 14.13 Survival. The following Sections survive any termination of these Terms: Section 2 (Definitions), Section 5 (Intellectual Property), Section 6 (User Submissions and Feedback), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification by Visitor), Section 13 (Governing Law and Dispute Resolution), Section 14 (Miscellaneous), and Section 15 (Contact). 15. CONTACT iSpi Ventures, LLC Attention: Legal 1500 1st Ave North, #28 Birmingham, Alabama 35203 United States Email: legal@ispi.ai Designated Copyright Agent (DMCA): same address as above; please mark "DMCA Notice" on the envelope or in the email subject line. By accessing or using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms.