Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Optiarms Inc., an Ohio corporation doing business as SpaltX Industries (“SpaltX”, “we”, “us”, or “our”) governing your access to and use of the SpaltX website, your account, the project inquiry desk, the support desk, and every related feature we operate (together, the “Platform”), and any work we agree to perform for you.

You accept these Terms when you do any of the following: create an account, send us a project inquiry, open a support ticket, or otherwise use the Platform. If you do not agree with these Terms, do not use the Platform.

The following documents are part of these Terms and are incorporated by reference:

• The Acceptable Use Policy, which sets the conduct rules for every part of the Platform and is the one document here that binds you whether or not you hold an account.
• The Copyright and Trademark Policy, which sets out the notice route for material you own and the rules for using our marks.
• The Cookie Policy, which describes the cookies the Platform sets.

Our Privacy Policy explains how we handle personal data. It is provided for transparency and applies to your use of the Platform whether or not you read it, but it is a notice rather than a contract term.

If you use the Platform on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to the entity.

Capitalized terms used throughout these Terms have the following meanings:

“Platform”

The SpaltX website and every service we operate under it, including the account area, the project inquiry desk, the support desk, and the blog.

“Inquiry”

A description of work you send us through the project form, together with the thread of messages that hangs off it and anything you attach to either.

“Proposal”

A written quote we send you in answer to an Inquiry: the work broken into lines, a total, and the date the quote stands until.

“Engagement”

Work we have agreed to perform for you. An Engagement begins when you accept a Proposal we have not withdrawn, and its scope is what that Proposal describes.

“Deliverables”

What we hand over under an Engagement, in whatever form the Proposal names, including anything produced along the way that the Proposal says you receive.

“Client Materials”

Anything you supply so we can do the work: files, drawings, data sets, physical parts, and access to systems you control.

You must be at least 18 years old, or the age of majority where you live if that is higher, to create an account or send us an Inquiry. By using the Platform you represent that you meet this requirement.

When you create an account you agree to all of the following:

• You will provide accurate registration information, including a name and an email address you control, and keep it current.
• You are responsible for your credentials. Choose a strong password, do not share it, and tell us promptly at support@spaltx.com if you believe your account has been compromised.
• Everything done through your account is treated as done by you until you notify us of a compromise.
• Accounts are personal. A colleague who needs to read a Proposal or write in a thread gets their own account rather than your password.

We may refuse registration, reclaim usernames, or require re-verification where reasonably necessary to protect the Platform or comply with law. Staff and administrator roles exist for our internal operations; holding such a role grants no rights under these Terms beyond those we assign in writing.

You may close your account at any time by contacting support. Section 14 describes what happens to an Engagement when an account closes.

Work starts at Start a project. You describe what you need, we ask whatever we need to ask, and the whole exchange stays on the project page in your account rather than scattering through an inbox.

• An account is required. An Inquiry carries a status, a message thread and eventually a quote that only you may read, and none of that has anywhere to live on an anonymous submission. General questions go through the contact form instead.
• Tell us the truth about the work. We scope from what you write. A constraint left out of an Inquiry is a constraint we have not priced, and it usually surfaces as a revised Proposal rather than as free work.
• The thread is part of it. Messages you and we write on the project page are subject to the Acceptable Use Policy, and they are the record of what was asked and answered during scoping.
• You can withdraw it. An Inquiry can be withdrawn while it is pending or under review. Once a Proposal has been sent, declining that Proposal is the way to say no.
• We can decline. We turn work down for reasons including capacity, fit, a legal or export restriction, or a conflict with existing client work. We are not obliged to explain which.

A Proposal is our offer to do a described piece of work for a stated price. It is the document that turns an Inquiry into an Engagement, and it governs that work wherever it says something these Terms do not.

• It expires. Every Proposal names a date it stands until. After that date it can no longer be accepted, and the answer is to ask in the thread for a fresh one rather than to argue about the old price.
• Acceptance is recorded in your account. You accept or decline on the project page under Account, Projects, and that record is what both of us rely on. Saying yes in an email, on a call, or to somebody who does not hold the account is not acceptance.
• We may withdraw it. Until you accept, a Proposal can be pulled back or replaced with a revision. Withdrawal does not take away the copy we already sent you. What it takes away is the ability to accept it.
• The lines are the scope. What a Proposal itemizes is what we agreed to do. Work outside those lines is a new Proposal rather than an adjustment to the accepted one, and we will say so before we start it.
• Payment terms live in the Proposal. Amounts, currency, what is due before we start, and how the rest is invoiced are stated there. These Terms set no payment term of their own, and you should not read one into them.
• Taxes. Amounts in a Proposal exclude taxes unless it says otherwise. Applicable sales, use or value-added tax is your responsibility.
• Dates depend on you too. A schedule in a Proposal assumes you answer questions and supply Client Materials when we ask. Where you do not, the dates move.

• Client Materials stay yours. Nothing you send us becomes ours by arriving. You grant us permission to hold, copy and modify Client Materials for the Engagement they were sent for, and for nothing else. You also confirm you hold the rights to give us what you gave us.
• Deliverables become yours. Once the Engagement they belong to has been paid for, the Deliverables are yours, along with the rights in them that the Proposal names. Until then we hold those rights, and a Deliverable handed over early is handed over on loan.
• Our tools do not transfer. Methods, know-how, internal libraries and the software we build to do our own work stay ours. That software is how we work rather than something we sell, and no Engagement grants a license to any of it. Where a Deliverable genuinely contains a piece of our pre-existing material, you get the license you need to use that Deliverable for its purpose.
• Third-party and open-source components. Where a Deliverable includes them, their own licenses apply and we identify them on handover. We do not warrant a third-party component beyond passing on what its own license gives you.

Each of us will keep the other’s non-public information to itself, use it only for the Engagement, and protect it at least as carefully as it protects its own. This applies from the first Inquiry, before any Engagement exists.

• Who sees it here. Client Materials and project threads are readable by the staff working on your project and by those administering the Platform. The Privacy Policy covers the personal data inside them.
• What is not covered. Information that is already public, that the receiving side already held without an obligation, or that it develops independently.
• When a law compels disclosure. We require legal process that matches the sensitivity of what it seeks, and we tell you before we produce anything, unless a court order or a statute forbids it.
• Naming you. We do not name you as a client, describe your project, or show the work in anything public without your written permission.

These obligations outlive the Engagement. Where you and we have signed a separate confidentiality agreement, that agreement governs and this section fills whatever it does not reach.

The Acceptable Use Policy carries the full conduct rules, covers every surface you can write to, and sets out how we enforce them. The core of it, which you agree to here: you will not do any of the following.

• Access or attempt to access accounts, Inquiries, Proposals, tickets, or administrative functions that are not yours, or probe, scan, or test the vulnerability of the Platform without our prior written authorization.
• Bypass or attempt to bypass authentication, authorization, row-level security, or rate limits, including by automation, credential sharing, or token manipulation.
• Scrape, harvest, or bulk-download content, or place abusive load on the Platform. Reasonable, low-volume automated access to public pages is tolerated. Anything that degrades service for others is not.
• Upload or transmit malware, interfere with the operation of the Platform, or use it to violate any law or the rights of any person.
• Present yourself as a SpaltX partner, reseller or authorized representative, or a Deliverable as certified or endorsed by us when it is not.
• Use the Platform to obtain work or Deliverables for a person or destination to which we could not lawfully supply them directly.

We may investigate suspected violations, preserve and review logs as described in the Privacy Policy, throttle or suspend access during an investigation, and report unlawful conduct to authorities.

If you believe you have found a security vulnerability, report it to support@spaltx.com with SECURITY in the subject line before any disclosure. We ask for a reasonable window to remediate and will not pursue good-faith research conducted within that request.

• Our content. The Platform and its content, including text, documentation, imagery, video, page design, code, the SpaltX name, logo, and product names, are owned by us or our licensors and protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for its intended purposes. All rights not expressly granted are reserved.
• Our marks. What you may and may not do with the SpaltX name and logo is set out in the Copyright and Trademark Policy, which also carries the notice route for material you own that somebody else put on the Platform.
• Feedback. If you send us ideas, suggestions, bug reports, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation. Do not send feedback you consider confidential.
• Third-party marks. Brand names of the services we use belong to their owners. Their appearance on the Platform does not imply endorsement.

The work we do and the Deliverables it produces may be subject to export control and sanctions laws, including US Export Administration Regulations and OFAC sanctions programs. You represent, warrant, and agree that:

• You are not located in, ordinarily resident in, or acting for an embargoed or comprehensively sanctioned country or region.
• You are not a sanctioned or denied party, are not owned or controlled by one, and are not commissioning work on behalf of one.
• You will not re-export, resell, or transfer Deliverables in violation of applicable export laws, and you will not use them in connection with weapons, including design, development, or delivery systems, or supply them for military end use where prohibited.
• You will provide accurate end-use and end-user information if we ask for it to complete an export review, and you understand that we may decline or stop work we cannot lawfully perform.

Except for the express commitments written into a Proposal you have accepted, and to the maximum extent permitted by applicable law:

• The Platform and the Deliverables are provided as is and as available, without warranties of any kind, whether express, implied, statutory, or otherwise.
• We specifically disclaim implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or trade usage.
• No Deliverable is certified, qualified, or warranted for safety-critical use, certified aircraft, passenger transport, medical applications, or life-support applications. Where a part or a system has to be certified, that is a different process and often a different supplier, and we will say so during scoping.
• We do not warrant that the Platform will be uninterrupted, timely, secure, or error-free.
• No advice or information obtained from us, whether oral or written, creates any warranty not expressly stated in these Terms.

Some jurisdictions do not allow the exclusion of implied warranties or limits on statutory consumer guarantees. In those places the exclusions above apply only to the extent permitted, and mandatory rights you hold as a consumer are unaffected.

To the maximum extent permitted by applicable law:

• SpaltX and its owners, employees, and suppliers are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, loss of goodwill, cost of substitute services, or damage to property or equipment, arising out of or related to the Platform or the Deliverables, under any theory of liability, even if advised of the possibility of such damages.
• Our total aggregate liability for all claims arising out of or relating to these Terms, the Platform, or the Deliverables is limited to the greater of (a) the amount you paid us for the work giving rise to the claim in the 12 months before the event, and (b) 100 US dollars.
• The limitations in this section apply regardless of whether a remedy fails of its essential purpose.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, which may include liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, gross negligence, or willful misconduct. Consumers in some jurisdictions have rights to remedies that these Terms do not displace.

You agree to defend, indemnify, and hold harmless SpaltX and its owners, employees, contractors, and agents from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorney fees, arising out of or related to: (a) your use of a Deliverable, including any use outside what its Proposal described; (b) your violation of these Terms or of any law or regulation, including export and sanctions rules; (c) Client Materials you gave us that you did not hold the rights to give; or (d) unauthorized use of the Platform through your account where you failed to protect your credentials.

We will notify you promptly of any claim subject to indemnification and may participate in the defense with our own counsel at our expense. You may not settle a claim that imposes obligations on us without our written consent.

By us. We may suspend or terminate your account or your access to any part of the Platform, with or without notice, if we reasonably believe you have violated these Terms, created risk or legal exposure for us or others, or where required by law. Where practical we will give notice and an opportunity to cure violations that are curable.

By you. You may stop using the Platform and close your account at any time by contacting support@spaltx.com.

Effect of termination:

• An accepted Proposal is a contract in its own right and closing an account does not cancel it. What happens to work already under way, and to anything paid or owed for it, is decided under that Proposal.
• An Inquiry that has not been answered, and a Proposal you have not accepted, both lapse.
• Account deletion and the data we retain afterward are described in the Privacy Policy.
• Sections that by their nature should survive do survive, including confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, governing law and disputes, and general provisions.

These Terms are governed by the laws of the State of Ohio, USA, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If you are a consumer with mandatory protections in your country of residence, those protections remain yours and nothing in this section takes them away.

Talk to us first. Before filing any claim, contact support@spaltx.com with DISPUTE in the subject line and a description of the issue. Most problems are fixed quickly and informally. We agree to negotiate in good faith for 60 days before either side escalates.

Arbitration. If we cannot resolve a dispute informally, you and SpaltX agree that any dispute arising out of or relating to these Terms or the Platform will be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, on an individual basis. The arbitrator may award the same individual relief a court could. Judgment on the award may be entered in any court with jurisdiction.

• Carve-outs. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court for intellectual property infringement, unauthorized Platform access, breach of confidentiality, or violations of the export provisions.
• Class waiver. Disputes are resolved individually. Neither party may participate in a class, consolidated, or representative action. If this waiver is found unenforceable for a particular claim, that claim proceeds in court, not in arbitration.
• Opt-out. You may reject this arbitration agreement without penalty by emailing support@spaltx.com with subject ARBITRATION OPT-OUT within 30 days of first accepting these Terms. Opting out does not affect any other provision.
• Court venue. For disputes not subject to arbitration, the state and federal courts located in Stark County, Ohio have exclusive jurisdiction, and both parties consent to personal jurisdiction there, except where mandatory consumer law gives you the right to sue where you live.

We may revise these Terms from time to time. When we do, we update the effective date at the top of this page. For material changes we will give reasonable advance notice, for example by a banner on the Platform or an email to the address on your account.

• Changes apply prospectively from their effective date. A Proposal is governed by the Terms in effect on the day we sent it.
• Continued use of the Platform after the effective date of a revision constitutes acceptance. If you do not agree to a revision, stop using the Platform and close your account before it takes effect.
• Earlier versions are available on request from support@spaltx.com.

• Entire agreement. These Terms, together with the documents incorporated by reference and the terms of any Proposal you have accepted, are the entire agreement between you and us about the Platform and the work, and supersede prior agreements on the subject.
• Severability. If a provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remainder stays in effect.
• No waiver. Our failure to enforce a provision is not a waiver of the right to enforce it later.
• Independent contractor. We perform as an independent contractor. Nothing here creates a partnership, a joint venture, or an employment relationship, and neither side may bind the other.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets, with notice to you.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, labor disputes, supply chain failures, or government action. Payment obligations for work already performed are not excused.
• Electronic communications. You consent to receive notices, receipts, and disclosures electronically, at the email on your account or by posting on the Platform. Keep your email address current.
• Notices to us. Send legal notices to support@spaltx.com with LEGAL NOTICE in the subject line.
• Headings. Section titles are for convenience and do not affect interpretation.

SpaltX support handles questions about these Terms, about an Inquiry, and about a Proposal you have been sent: