Terms of Service

These Terms of Service ("Terms") set out the agreement between you and Sprayqepa LLC ("Sprayqepa", "we", "us"), a California limited liability company with offices at 425 Market St, Suite 300, San Francisco, CA 94105, USA. By accessing sprayqepa.com or engaging our services, you agree to these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization. These Terms govern access to the website, participation in any diagnostics or consulting engagement, and any related deliverables. We provide professional income optimization services to professionals and business owners, including pricing design, monetization strategy, cost-to-serve analysis, and performance dashboards. Where work is provided, it is subject to separate statements of work or engagement letters that describe scope, deliverables, fees, and timelines. In the event of any conflict between these Terms and a signed engagement letter, the signed engagement letter governs for that engagement.

Scope of services and engagement

Services are provided based on a mutually accepted statement of work, proposal, or order form. Each engagement will describe objectives, deliverables, timeline, roles, and fees. We will use commercially reasonable efforts to perform services in a professional manner consistent with industry standards. Deliverables such as reports, models, and dashboards are provided for your internal business use only. You agree not to publish, distribute or resell any deliverables without our prior written consent. We rely on information and access provided by you; you represent that information supplied is accurate and complete. If a change in scope is required, we will propose an amendment and associated costs. Services do not include legal, tax, or accounting advice; where such matters arise, you should consult qualified advisors and not rely solely on our analysis.

Fees, payment, and refunds

Fees are set forth in the engagement letter or invoice and are due according to agreed payment terms. Unless otherwise stated, fees are exclusive of taxes, and you will be responsible for any applicable taxes, duties, or withholdings. We may require an upfront deposit for diagnostic pilots or retainers for longer engagements. Overdue payments may accrue interest at the maximum rate permitted by law. Refunds are limited and will be handled case-by-case; where a refund is due we will make reasonable efforts to return amounts within 30 days of agreement. We may suspend services for non-payment after providing notice. If you dispute any invoice, you must notify us promptly and we will work in good faith to resolve the matter; undisputed amounts remain payable.

Confidentiality and data

We treat client data and confidential information with care. "Confidential Information" includes non-public information disclosed by a party that is marked confidential or should reasonably be considered confidential. We will not disclose your Confidential Information except to our employees, contractors, or advisors who need it to perform the services and who are bound by confidentiality obligations. We may use aggregated, anonymized data for research and improvement of our services, provided it does not identify you or your clients. For personal data, our handling is described in our Privacy Policy available at /privacy/. You consent to us processing data necessary to perform the engagement, including storing information in secure systems and using third-party service providers under appropriate agreements. Each party shall implement reasonable security measures to protect Confidential Information against unauthorized access, disclosure, or loss.

Intellectual property

Unless otherwise agreed, Sprayqepa retains ownership of its pre-existing intellectual property, templates, tools, methodologies, and know-how used in providing services. Upon full payment of fees, we grant you a non-exclusive, non-transferable license to use deliverables provided for your internal business purposes. You may not distribute or commercialize deliverables without our written consent. If you provide feedback or enhancements, you agree that we may incorporate such feedback into our materials and that any resulting intellectual property belongs to Sprayqepa. All trademarks, copyrights, and other proprietary rights remain with their respective owners.

Limitation of liability and disclaimers

Our services are advisory and intended to assist with business decision-making. We do not guarantee specific financial outcomes; projections and models are estimates based on information available at the time and assumptions provided. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRAYQEPA'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR AN ENGAGEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SPRAYQEPA UNDER THE RELEVANT ENGAGEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL SPRAYQEPA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, AND WHERE APPLICABLE LAW DOES NOT ALLOW LIMITATIONS, LIABILITY WILL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED.

Termination

Either party may terminate an engagement as set forth in the engagement letter. In addition, either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days after written notice. Upon termination you will pay fees for work performed and expenses incurred up to the termination date. Sections that by their nature should survive termination shall survive, including but not limited to Confidentiality, Intellectual Property, Limitation of Liability, and Payment obligations.

Governing law and dispute resolution

These Terms and any engagement shall be governed by the laws of the State of California, without regard to its conflict of law rules. Parties agree to initially seek to resolve disputes in good faith by negotiation. If unresolved, disputes will be resolved by binding arbitration in San Francisco, California, under the rules of the American Arbitration Association, except where injunctive relief is sought in a court of competent jurisdiction. Each party waives any right to a jury trial to the extent permitted by law.

Changes and updates

We may update these Terms from time to time. If we make material changes, we will post an updated Terms page with a revised effective date and, where appropriate, provide notice by email or on our site. Continued access or use following changes constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you should discontinue use of the site and services and notify us to close your account where applicable.

Contact information

If you have questions about these Terms or an engagement, contact Sprayqepa at [email protected] or by phone at +1 (415) 555-0123. Our office is located at 425 Market St, Suite 300, San Francisco, CA 94105, USA. These Terms are effective as of January 1, 2026.