Terms of Service
1. The agreement
These Terms of Service ("Terms") form the agreement between you and Sprime, Inc. ("Sprime") covering your use of the Services. By creating an account or using the Services, you accept these Terms. If you are accepting on behalf of a legal entity, you represent that you have authority to bind it.
2. Account
You must be an adult of sound mind to open an account. You agree to provide accurate information and to keep it current. You are responsible for activity that occurs under your credentials and for promptly notifying us at support@sprime.io of any suspected compromise.
3. Fees and billing
Subscription tiers and fees are described on the Vault page. Billing happens on pay.sprime.io, our Stripe-hosted custom domain; card details never reach our servers. Subscriptions renew automatically at the end of each billing period; you may cancel at any time, effective at the end of the current term, without penalty. Taxes are added where required.
4. Acceptable use
You agree not to:
- Use the Services to upload, store, or transmit material you do not have the right to possess, including material that infringes a third party's intellectual property, privacy, or other rights;
- Create an account using a false identity or impersonate any person or entity;
- Probe, scan, or test the vulnerability of the Services except under a written authorization;
- Interfere with or disrupt the integrity or performance of the Services, including by automated scraping or excessive load;
- Use the Services to facilitate or commit a crime, sanctions violation, or harm to another person;
- Reverse-engineer, decompile, or attempt to derive source code from the Services, except as expressly permitted by law that cannot be lawfully waived.
5. Your content and license
You retain all right, title, and interest in materials you place in your vault ("Your Content"). You grant Sprime a narrow, non-exclusive, royalty-free license to host, transmit, encrypt, decrypt at your instruction, and back up Your Content solely to operate the Services for you. We do not read, mine, train on, or repurpose Your Content. We do not advertise. We do not sell.
You represent that you have the rights necessary to place Your Content with us and that doing so does not violate law or contract.
6. Our intellectual property
The Services, including the software, brand, designs, and documentation, are owned by Sprime or its licensors and protected by intellectual property law. We grant you a limited, revocable, non-transferable license to use the Services in accordance with these Terms. No other rights are granted, expressly or by implication.
7. Digital fiduciary access (RUFADAA)
Sprime offers a platform-resident online tool under the Revised Uniform Fiduciary Access to Digital Assets Act ("RUFADAA") on the Fiduciary page. A complete designation made in the online tool controls the disposition of your digital assets and, where applicable, the content of your electronic communications, overriding any conflicting language in a will, trust, power of attorney, or these Terms.
If you do not use the online tool, your digital assets will be administered in the following order of authority: (a) a valid estate-planning instrument that specifically addresses digital assets and designates a fiduciary; and (b) these Terms. We will not release the content of electronic communications without an explicit grant in the online tool or in a court order that meets the standards of RUFADAA § 7(2).
To request access as a fiduciary, write to support@sprime.io with a certified copy of the qualifying document (death certificate, letters testamentary, durable power of attorney, or court order). We may require a notarized affidavit before granting access.
8. Third-party services
Some features rely on third-party services (for example, Stripe for billing). Your use of those services is governed by the third party's own terms; we are not responsible for them. We choose subprocessors with care and contract them under Data Processing Agreements; the current list is available on request.
9. Warranties and disclaimers
We provide the Services with reasonable skill and care and consistent with the standards described on the Trust & Security page. Except as expressly stated in these Terms, the Services are provided "as is" without warranties of any kind, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
10. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, or data, arising out of or relating to these Terms or the Services, even if advised of the possibility. Each party's aggregate liability arising out of or relating to these Terms will not exceed the amounts you paid Sprime for the Services in the twelve months immediately preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot lawfully be limited, including liability for fraud, willful misconduct, or gross negligence.
11. Indemnification
You will defend, indemnify, and hold harmless Sprime and its officers, employees, and agents from and against any third-party claim, demand, loss, or expense (including reasonable legal fees) arising out of or related to (a) Your Content; (b) your breach of these Terms; (c) your violation of law or third-party rights; or (d) any access to your account that you authorized or facilitated outside of the Fiduciary online tool.
12. Termination and survival
You may terminate at any time. We may suspend or terminate for material breach, for non-payment after notice, or if continuing the Services would expose us to legal risk. On termination we will (i) allow you a 30-day window to export Your Content in open formats and (ii) thereafter perform cryptographic deletion of Your Content within an additional 30 days, subject to any statutory retention requirement. Sections 5 (limited to ownership), 6, 9–11, 13, and 14 survive termination.
13. Disputes, governing law, and venue
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. Any dispute will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to that jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply. Nothing in this section affects rights you have as a consumer under your local law that cannot lawfully be waived.
14. General
These Terms, together with the Privacy Policy and any order form, are the entire agreement between the parties on the subject. If a provision is held unenforceable, the rest remains in effect. We may update these Terms on notice to you; material changes take effect 30 days after notice. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets; you may not assign without our consent. Notices to Sprime go to support@sprime.io.