Terms of Service

Effective January 1, 2026

These terms are the agreement between you and SpendAssay LLC ("Spendassay", "we", "us") for use of spendassay.com, the Spendassay application, and Spendassay Meter (together, the "Service").

By creating an account or using the Service, you agree to them. If you're agreeing on behalf of a company, you confirm you have authority to bind it, and "you" means that company.

We've tried to write this so you can actually read it. Where a section carries real risk for you — §8 on what we don't warrant, §9 on liability, §14 on disputes — we've said so plainly rather than burying it in capitals.

1. What the Service is

Spendassay is a read-only audit of what your organization spends on AI tools. You connect vendor billing and usage sources; we normalize them, identify spend that appears recoverable, and connect that spend to engineering output.

We currently offer:

"Covered engineer" means an individual whose AI tool usage or seat is included in your audit scope. We count covered engineers, not total employees.

We may change, add, or withdraw features. If we materially reduce a feature you're paying for, §11 gives you a way out.

2. Your account

You need a work email to create an account. You're responsible for keeping access to it secure and for everything done through your account.

Tell us promptly at security@spendassay.com if you think someone else has access.

You must be at least 18 and legally able to enter a contract. You may not use the Service if applicable sanctions or export control laws prohibit it.

3. Connecting your systems — and the limits we hold ourselves to

To run an audit you authorize read-only connections to sources such as your AI vendor consoles, identity provider, and version control system.

You confirm that you have the authority to connect each source and to have us process the data in it, including any personal data about your employees, and that you have made whatever disclosures or consultations your local law requires. In some jurisdictions that includes informing employees or consulting a works council before deploying productivity measurement.

We commit that, for the duration of this agreement:

• For the audit (Snapshot and Observe) we request read-only scopes, and those plans have no write path back into your systems. Control is the one exception: it acts only on rules you configure, and it runs on your own provider keys. See §5.
• We never ingest source code, prompts, completions, or message bodies.
• We do not produce individual performance rankings. Productivity figures render only for groups of eight people or more, enforced below the interface rather than as a setting you or we could change.
• We do not use your connected data to train machine learning models.
• We take no commission, margin, or referral fee on your AI spend. What your audit concludes does not change what we earn.

These are contractual commitments, not marketing copy. If we breach one, that is a material breach of these terms and you may terminate immediately under §11 with a pro-rata refund.

Data protection is governed by our Privacy Policy and, where you have one, your Data Processing Agreement — which prevails over these terms in any conflict about personal data.

4. Payment

Subscriptions are billed monthly or annually in advance, per covered engineer, and renew automatically until cancelled. Prices are in US dollars and exclude tax; you're responsible for any sales, use, VAT, GST or withholding tax, other than tax on our income.

Changes in scope. If your covered engineer count rises during a billing period, we bill the difference on the next invoice. If it falls, the reduction applies from your next renewal.

Price changes. We'll give at least 30 days' notice before a price increase, effective at your next renewal. If you don't accept it, cancel before then and you won't be charged the new rate.

Late payment. If an invoice goes unpaid for 15 days we may suspend the Service after giving you notice and a chance to fix it.

Refunds. Fees are non-refundable except where these terms say otherwise (§3, §11) or where the law requires it. Cancelling stops future charges; it doesn't refund the current period.

Free plans. Snapshot and Meter's free tier are provided at no charge, with no availability commitment, and we may change or withdraw them on reasonable notice.

5. Control edition, and your provider keys

Control routes inference through your own AI provider keys. You keep your direct relationship with those providers and remain responsible for what you owe them.

We take zero margin on routed spend. We do not resell inference and we do not mark it up.

Routing and throttling act on your systems according to rules you configure. You are responsible for the rules you set. If you configure a throttle that stops a workload you needed running, that's on you — which is why Control ships with a shadow mode that shows what a rule would have done before you let it act.

Control is in private beta. It may have defects, may change substantially, and carries no availability commitment until it reaches general availability.

6. What you may not do

• Reverse engineer, decompile, or attempt to extract our source code or models, except where law says you may despite this clause.
• Resell, sublicense, or provide the Service as a service bureau to third parties without our written agreement.
• Connect data you don't have the right to connect.
• Use the Service to build a competing product, or to benchmark it for publication without our written consent.
• Circumvent usage limits, security controls, or the eight-person cohort floor.
• Upload malware, attack the Service, or interfere with anyone else's use of it.
• Use the Service unlawfully, or to discriminate against or unlawfully surveil individuals.

7. Who owns what

You own your data. All data you connect or upload, and the reports generated from it, remain yours. We claim no ownership.

You grant us a limited licence to process that data solely to provide the Service, support you, and meet our legal obligations — for the term of this agreement plus the retention periods in the Privacy Policy.

We own the Service — the software, models, methodology, rules versions, documentation, and brand. Nothing here transfers that to you. You get a non-exclusive, non-transferable right to use it while your subscription is current.

Aggregate insights. We may produce statistics from usage patterns across our customer base, provided they are aggregated and de-identified so no customer or individual is identifiable. We will never publish anything that identifies you without your written permission.

Feedback. If you send us ideas for improving the Service, we may use them freely and without obligation. We won't claim you endorsed anything.

8. What we don't warrant — read this one

Spendassay is an analytical tool. It produces estimates, comparisons and counted figures from the data you connect. It is not an audit within the meaning of any accounting or assurance standard, it is not a substitute for professional advice, and we are not your accountants, auditors, lawyers, or financial advisers.

Specifically:

• Findings depend on the completeness and accuracy of what you connect. If a source is missing or your vendor's API reports incorrectly, our output will reflect that.
• Every figure carries a proof level (previously called an evidence level) — Counted, Compared, or Estimated. Estimated figures are modelled projections carrying a stated sensitivity range. They are not guarantees of savings. Treat them as what they say they are.
• We do not guarantee any particular amount of recoverable spend, any return on investment, or any productivity outcome. Statements on our website about typical results are descriptions of what audits generally surface, not commitments about yours.
• Decisions are yours. Cancelling a licence, renegotiating a contract, or changing how a team works based on our findings is your decision, and you should apply your own judgment before acting.

To the fullest extent the law allows, the Service is provided "as is" and we disclaim all implied warranties including merchantability, fitness for a particular purpose, non-infringement, and any warranty of uninterrupted or error-free operation.

Some jurisdictions don't allow these exclusions. Where that's true, they don't apply to you.

9. Limits on liability

To the fullest extent the law allows:

Neither side is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption — even if warned they were possible.

Our total liability for all claims in any 12-month period is capped at the greater of: the fees you paid us in the 12 months before the claim arose, or US $100.

These limits do not apply to: our breach of the commitments in §3, our indemnity in §10, either side's breach of confidentiality, your unpaid fees, or anything that can't be limited by law — including fraud, willful misconduct, and death or personal injury caused by negligence.

This allocation of risk is a basis of the pricing. Without it the Service would cost more.

10. Indemnities

We will defend you against a third-party claim that the Service, used as permitted, infringes their intellectual property, and we'll pay damages finally awarded or agreed in settlement. If that claim arises, we may modify the Service, obtain a licence, or terminate and refund the unused portion of your fees.

This doesn't apply where the claim arises from your data, your modifications, or use of the Service in combination with something we didn't supply.

You will defend us against third-party claims arising from your data, your use of the Service in breach of these terms, or your failure to obtain the rights and consents in §3.

Either side claiming an indemnity must give prompt notice, let the other control the defence, and provide reasonable cooperation.

11. Term, suspension and termination

Term. These terms apply while you have an account.

You may cancel at any time from account settings. Cancellation takes effect at the end of your current billing period.

We may terminate or suspend if you materially breach these terms and don't fix it within 15 days of written notice; immediately if you use the Service unlawfully or in a way that threatens its security or other customers; or on 30 days' notice if we discontinue the Service, with a pro-rata refund of prepaid fees.

You may terminate immediately with a pro-rata refund if we materially breach these terms and don't cure within 15 days, or if we breach any commitment in §3.

Where an order form or subscription agreement gives you a termination-for-convenience window, that window governs and prevails over this section.

On termination: your access ends; you can export your data for 30 days; after that we delete it on the schedule in the Privacy Policy. Sections 7, 8, 9, 10, 12, 13 and 14 survive.

12. Confidentiality

Each side may receive information the other treats as confidential. Neither will disclose it except to people who need it and are bound by equivalent obligations, and neither will use it except to perform this agreement.

This doesn't cover information that is public through no fault of the recipient, was already known, is independently developed, or is lawfully received from someone else. Disclosure compelled by law is permitted, with notice where notice is lawful.

These obligations last 3 years after termination, or for as long as the information remains a trade secret, whichever is longer.

13. Changes to these terms

We may update these terms. For material changes we'll email account holders and post notice at least 30 days before they take effect. Continuing to use the Service after that means you accept them. If you don't, cancel before they take effect and we'll refund the unused portion of any prepaid fees.

For customers on a signed order form, the terms in force when you signed apply for that term unless we agree otherwise.

14. Governing law and disputes

These terms are governed by the laws of the State of Pennsylvania, without regard to conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Talk to us first. Before filing anything, email legal@spendassay.com with a description of the dispute. Most things get resolved here. Both sides agree to try in good faith for 30 days.

If that fails, the state and federal courts located in Philadelphia County, Pennsylvania have exclusive jurisdiction, and both sides consent to that venue.

If you are a consumer in the EEA or UK, nothing here removes your right to bring proceedings in your country of residence or to rely on mandatory protections of your local law.

Class actions. To the extent permitted by law, each side may bring claims only in its individual capacity and not as a class member or representative.

15. Everything else

Entire agreement. These terms, the Privacy Policy, any DPA, and any order form make up the whole agreement and supersede earlier discussions. Where an order form conflicts with these terms, the order form wins for that customer.

Severability. If a provision is unenforceable, the rest stands and the provision is limited to the minimum extent needed to make it enforceable.

No waiver. Not enforcing something once doesn't waive it.

Assignment. You may not assign these terms without our written consent, except to a successor of your business. We may assign to an affiliate or in connection with a merger or sale of assets.

Force majeure. Neither side is liable for delays caused by events beyond reasonable control — though this doesn't excuse payment obligations.

No third-party beneficiaries. Nobody outside this agreement gains rights under it.

Notices. To you, at your account email. To us, at legal@spendassay.com, which is our address for notice under these terms. If service of process requires a physical address, request it at that address and we will provide it.

Publicity. We will not use your name or logo as a customer reference without your written permission.

Contact

Legal: legal@spendassay.com Security and DPA: security@spendassay.com General: hello@spendassay.com

SpendAssay LLC, a Pennsylvania limited liability company