1. The agreement
These terms are an agreement between SparkFlow AI, operated by Mohsin Tunio in Ontario, Canada (the incorporated entity and its registered address will be named here before publication) (“SparkFlow”) and the company that subscribes to SparkFlow (“your company”). SparkFlow serves companies: people use it as members of a subscribing company, registered by that company’s administrators.
[counsel: how these terms relate to an order form or a signed agreement, and which prevails]
2. Company accounts and members
- Your company’s administrators register each member by their sign-in identity, give roles and allocate seats from the IT dashboard. There is no self-service sign-up.
- Members sign in through your company’s own sign-in tenant, with multi-factor authentication. A member without a seat can sign in but cannot use the assistant or submit markups.
- An administrator can suspend a member at once, and the member’s next request is refused. The last administrator can never be removed or demoted, so your company always keeps a way back in.
- Your company keeps its list of administrators and members current, and keeps each member’s sign-in to that member alone.
3. Subscriptions, seats and capacity
A subscription gives your company a number of seats, each held by one named member, and an allowance of capacity units that every AI request spends. When the allowance runs low, your administrators see it in the dashboard and receive a notice; when it is spent, AI requests stop until a top-up, which is one request to SparkFlow.
SparkFlow publishes no prices. Prices are agreed with the founder and confirmed in writing.
[counsel: fees, invoicing and taxes] It must cover how fees are set out in an order, when they are invoiced and paid, and how taxes apply.
[counsel: the subscription term and its renewal] It must cover how long a subscription lasts, how it renews, and how seats are added or released during it.
4. Acceptable use
Your company and its members do not:
- try to reach another company’s environment, or any part of SparkFlow their roles do not allow;
- try to get around a limit, a review step or a security control;
- load material your company has no right to use, such as a code book without a licence for it;
- send confidential drawings, passwords or other credentials, or client information through the help desk form, which is not built to receive them.
5. Your company’s content
Your company keeps its rights in its content: the facts read from its drawings, its markups, standards and code books, its members’ questions, decisions and teachings, and the records of its work.
SparkFlow uses that content only to provide the service to your company. It keeps no copy outside your company’s environment, never uses it to train a model, and never uses it for another company. Your administrators can read your company’s records and export them.
SparkFlow supplies no code text. Your company loads the code books it holds a licence for, and that licence is your company’s.
[counsel: the licence your company gives SparkFlow to process its content for the service]
6. Confidentiality
SparkFlow treats your company’s content as confidential. Its operator sees counts, never content; support reads your company’s audit records only under a time-limited grant your administrator approves; and every such read is recorded for your administrators to see.
[counsel: the confidentiality obligations of each party, their exceptions and how long they last]
7. Third-party services
SparkFlow relies on the services listed on the subprocessors page, each for the purpose and in the region listed there.
AutoCAD is a registered trademark of Autodesk, Inc., and SparkFlow AI is not affiliated with or endorsed by Autodesk. Your company’s AutoCAD, its identity provider and the code books it licenses stay under your company’s own agreements with their providers.
8. AI assistance and professional review
SparkFlow assists. It proposes changes to a drawing from a markup, reports findings when it checks the open drawing against the code editions your company licenses, and answers questions with citations to your company’s standards and those code editions.
A licensed professional reviews every proposal, finding and answer, and decides. Nothing changes in a drawing until an engineer accepts the change, and a check of the drawing changes nothing. When the evidence does not support an answer, SparkFlow says so instead of guessing.
SparkFlow never makes a compliance determination and never approves a design. Your company’s licensed professionals remain responsible for the work they approve.
SparkFlow assists licensed professionals; it does not certify code compliance, approve designs or replace professional review.
9. Suspension
[counsel: the grounds on which SparkFlow may suspend access, and the notice given first]
While your company is suspended, its members cannot sign in and its work stops. A suspension deletes nothing: deletion happens only through offboarding, described in section 10.
10. Termination and your company’s data
[counsel: how either party may end the agreement, and with what notice]
When the agreement ends, SparkFlow offboards your company in this order:
- SparkFlow tells your company in writing when offboarding starts and when its export window ends, [the length of the export window, from 14 to 90 days] after the notice. Your company can end the window sooner in writing.
- During the window, your administrators can sign in and reach your company’s exports, and nothing else. An export is a document of your company’s records: its configuration, its knowledge inventory, its teaching and audit history, its usage and its cache inventory. Each download link works for fifteen minutes, and each export file is deleted seven days after it is ready.
- After the window, offboarding removes your company’s environment and proves it: every table and every object is wiped, your company’s keys are scheduled for destruction, and your company receives a signed record of the deletion with the date its last encrypted backup expires.
- A company that has left is never routed to again.
Your company’s drawings stay on your company’s own systems throughout: SparkFlow reads them where they are and does not copy them. Files your members downloaded are your company’s to handle.
11. Warranties
[counsel: warranties and disclaimers] It must cover what SparkFlow promises about the service and what it does not, consistently with section 8: SparkFlow assists, and never makes a compliance determination.
12. Limitation of liability
[counsel: limitation of liability] It must cover the cap on each party’s liability, the kinds of loss excluded, and the claims the cap does not reach.
13. Indemnities
[counsel: indemnities] It must cover the claims each party defends and pays for the other, such as a claim that the service, or content your company loads, infringes the rights of another.
14. Governing law
These terms are governed by the laws of the Province of Ontario, Canada.
15. Disputes
[counsel: dispute resolution] It must cover how a dispute is raised and escalated, and which courts or which arbitration decide it.
