Northspyre Deal™ Terms and Conditions of Service

Welcome to Northspyre Deal (“Northspyre Deal”), a proprietary SaaS product and accompanying services that allows developers to manage deals from sourcing to close, combining financial modeling with pipeline management. Northspyre Inc. (“Northspyre”, “us”, “our” or “we”) provides access to Northspyre Deal to you (“you” or “your”) subject to the following Terms and Conditions of Service (these “Terms”) so that you may use and access Northspyre Deal. You and Northspyre shall be known collectively as the “Parties” and singularly as a “Party”. 

In the event of any conflict between these Terms and any other agreement between the Parties, these Terms will govern with respect to Northspyre Deal and its accompanying data and information (including Customer Data (as defined below)). By using or accessing Northspyre Deal, you accept these Terms, and you are agreeing to enter into a legally binding contract with Northspyre. Please read these Terms carefully. These Terms constitute the entire agreement between you and Northspyre related to your use of Northspyre Deal and the provision of any information by you to Northspyre or any third parties through Northspyre Deal. 

These Terms may be modified from time to time by us posting the updated Terms on our website or notifying you through Northspyre Deal. You are responsible for reviewing the revised Terms and/or any applicable postings. CONTINUED USE OF NORTHSPYRE DEAL AFTER SUCH CHANGES OR POSTINGS WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES OR POSTINGS. We may change Northspyre Deal or add or delete any features or functionality, or any aspect of the product and/or services, in any way at any time for any reason.

1. PERMITTED USE; CONDITIONS OF USE

  1. Permitted Use of Northspyre Deal. Subject to the terms and conditions of these Terms, Northspyre grants to you a non-exclusive, non-transferable, revocable, limited right and license to use and access Northspyre Deal, solely for use by you.
  2. Representations and Warranties. In order to use or access Northspyre Deal, you agree that: (a) you have the requisite right, power and authority to enter into these Terms and to use and access Northspyre Deal; and (b) your use of or access to Northspyre Deal will only be in your capacity as an authorized representative of your business or organization.
  3. Prohibited Use of Northspyre Deal. You shall not, and shall not permit any other person to, access or use Northspyre Deal except as expressly permitted by these Terms. Without limiting the generality of the foregoing, you shall not, except as the Terms expressly permit: (a) copy, modify, or create derivative works or improvements of Northspyre Deal or the Northspyre Materials (as defined below); (b) lease, sublicense, assign, distribute, publish, transfer, or otherwise make available Northspyre Deal or the Northspyre Materials to any person, including on or in connection with the internet or any time-sharing, service bureau, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any source code of Northspyre Deal or the Northspyre Materials; (d) bypass or breach any security mechanism used by Northspyre Deal or the Northspyre Materials; (e) input, transmit, or otherwise provide to or through Northspyre Deal or Northspyre systems any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (f) destroy, disrupt, disable, impair, or interfere with Northspyre Deal, the Northspyre systems, or Northspyre’s provision of services to any third party in any manner; (g) remove, alter, or obscure any warranties, disclaimers, or intellectual property or proprietary rights notices, including but not limited to trademark, copyright, and patent notices, from Northspyre Deal or the Northspyre Materials, including any copy thereof; (h) access or use Northspyre Deal or the Northspyre Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of any third party or that violates any applicable law; or (i) access or use Northspyre Deal or the Northspyre Materials for competitive analysis of Northspyre Deal or the Northspyre Materials, the development or provision of a competing software service or product, or any other purpose to Northspyre’s detriment or commercial disadvantage.
  4. Northspyre Deal may interoperate, integrate, or be used in connection with third party services (“Third-Party Integrations”), including Gmail and Microsoft Outlook. Northspyre is not responsible for, and Northspyre hereby disclaims any liability for, any act or omission of any provider of Third-Party Integrations or the operation of any Third-Party Integrations, including access to, modification of, or deletion of data, regardless of whether Northspyre or Northspyre Deal endorses, approves, or supports any such Third-Party Integrations. Northspyre does not guarantee the interoperation, integration, or support of any Third-Party Integrations. Northspyre may, at any time, in its sole discretion, modify Northspyre Deal, which may result in the failed interoperation, integration, or support of Third-Party Integrations. You have sole discretion whether to connect to any Third-Party Integrations, and your use of any Third-Party Integration is governed by the terms of such Third-Party Integration. NORTHSPYRE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS ARISING FROM OR RELATING TO THIRD-PARTY INTEGRATIONS.
  5. Your Control of Your Business. You acknowledge and agree that Northspyre Deal is not a substitute for your own independent business judgment. You shall be solely responsible for any decisions made in the course of your business, including without limitation any real estate transaction or deal, and whether or not in reliance upon your use of Northspyre Deal or any data, information, computations or calculations contained in or obtained from Northspyre Deal.
  6. Fees. You shall pay Northspyre the fees set forth in any applicable Software-as-a-Service Agreement and related exhibits between the Parties in accordance with the terms therein. 

2. YOUR ACCOUNT

  1. Authorized User. You must have a registered user account with Northspyre to access and use Northspyre Deal. By accessing and using Northspyre Deal, you represent, warrant, and signify that: (i) you are at least 18 years old, (ii) you have read, understand, and agree to be bound by these Terms, as may be amended from time to time, and (iii) any information you provide to us, both when you register for an account and in the future, is and will be true, accurate, current, and complete.
  2. Account Information. You are responsible for maintaining the confidentiality of your Northspyre account login credentials and for all access to and use of Northspyre Deal through such login credentials (whether or not authorized by you). You may not share your account with anyone, and you agree to immediately notify us of any unauthorized use or disclosure of your login credentials by sending an email to support@northspyre.com. You agree to keep your password secure. Northspyre will not be liable in any way if we are unable to retrieve or reset a lost password. You agree that we may deny access, use, and/or registration privileges to any user of Northspyre Deal at any time and in our sole discretion, including if we have reason to believe an account was created with false information or otherwise used for fraudulent purposes. If you make changes to your settings or user permissions within Northspyre Deal, it may take some time for our system to process the change, and you acknowledge that those changes may not take effect immediately. 

3. DATA AND INTELLECTUAL PROPERTY RIGHTS. 

  1. Your Control and Responsibility. You have and will retain sole responsibility for: (a) all Customer Data, including its content; (b) all information, instructions, and materials provided by you or on behalf of your business or organization in connection with Northspyre Deal; and (c) all access to and use of Northspyre Deal and the Northspyre Materials directly or indirectly by you or through your business, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. You shall employ commercially reasonable safeguards necessary to protect against any unauthorized access to or use of Northspyre Deal and Customer Data. “Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from your or your business or organization by or through Northspyre Deal.
  2. Compliance with Applicable Law. You represent, warrant, and covenant that you own or otherwise have and will have the necessary rights and consents in and relating to the Customer Data so that, as received and processed by Northspyre hereunder, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, any privacy, or any other rights of any third party or violate any applicable law.
  3. Ownership. You acknowledge and understand that Northspyre owns all rights, title and interest in Northspyre Deal, Northspyre’s systems, any related data contained therein, any information, data, or other content derived from Northspyre’s monitoring of your or your business’s access to or use of Northspyre Deal, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Northspyre in connection with Northspyre Deal or otherwise comprise or relate to Northspyre Deal or Northspyre’s systems (together, the “Northspyre Materials”). 
  4. Customer Data. You are and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all intellectual property rights relating thereto. You hereby grant to Northspyre an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, non-exclusive license and right to use, collect, process, copy, store, transmit, modify, adapt, create derivative works from, aggregate, analyze, display, and distribute Customer Data, including any data derived therefrom, for any lawful business purpose, including, but not limited to, (i) enforcing these Terms, exercising Northspyre’s rights, and performing Northspyre’s obligations hereunder; (ii) improving and enhancing Northspyre Deal and the Northspyre Materials and for product development, diagnostic, support, and corrective purposes; and (iii) collecting, compiling, and disclosing statistical and performance information related to Customer Data and the use and performance of Northspyre Deal and the Northspyre Materials. This license shall survive the termination or expiration of these Terms.

4. CONFIDENTIALITY

1.   Confidential Information. Northspyre may disclose or make available Confidential Information to you. “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that is marked confidential or proprietary, or that a reasonable person would deem confidential or proprietary, including without limitation information consisting of or relating to Northspyre’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, except that Confidential Information shall not include information that you can demonstrate in writing or other documentary record: (a) was rightfully known to you without restriction on use or disclosure prior to such information’s being disclosed or made available; (b) was or becomes generally known by the public other than by your noncompliance herewith; (c) was or is received by you on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by you without reference to or use of the Northspyre’s Confidential Information. Without limiting the foregoing, all Northspyre Materials are the Confidential Information of Northspyre.

2.  Protection of Confidential Information. You shall not disclose or permit access to Confidential Information. You shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect your sensitive information and in no event less than a reasonable degree of care. You shall promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and use your best efforts to prevent further unauthorized use or disclosure. You shall ensure your representatives’ compliance with, and be responsible and liable for any of your representatives’ non-compliance with, the terms of this Section 4.

3.  Compelled Disclosures. If you or any of your representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, you shall: (a) promptly, and prior to making the compelled disclosure, notify Northspyre in writing of such requirement; and (b) provide reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure. If after providing the notice and assistance required under this Section 4, you remain required by law to disclose any Confidential Information, you shall disclose only that portion of the Confidential Information that you are legally required to disclose.

5. NO WARRANTIES

NORTHSPYRE DEAL AND THE NORTHSPYRE MATERIALS ARE PROVIDED “AS IS”. NORTHSPYRE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, NORTHSPYRE MAKES NO WARRANTY OF ANY KIND THAT NORTHSPYRE DEAL OR THE NORTHSPYRE MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR, YOUR BUSINESS’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE IN ANY WAY. NORTHSPYRE DEAL DOES NOT REPLACE THE NEED FOR YOU TO MAINTAIN REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES FOR YOUR CUSTOMER DATA. NORTHSPYRE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

6. LIMITATION OF LIABILITY

  1. EXCLUSION OF DAMAGES. IN NO EVENT WILL NORTHSPYRE OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) INACCURACY IN NORTHSPYRE DEAL OR YOUR RELIANCE THEREON; (b) ANY MATTER PERTAINING TO OR RESULTING FROM YOUR BUSINESS JUDGMENT, INCLUDING JUDGMENTS MADE IN RELIANCE ON NORTHSPYRE DEAL; (c) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (d) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF NORTHSPYRE DEAL; (e) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (f) COST OF REPLACEMENT GOODS OR SERVICES; (g) LOSS OF GOODWILL OR REPUTATION; (h) FOR ANY MATTER BEYOND NORTHSPYRE’S REASONABLE CONTROL; OR (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF NORTHSPYRE AND ITS OF ITS EMPLOYEES, OFFICERS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE FEES PAID BY YOU TO NORTHSPYRE FOR NORTHSPYRE DEAL IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IN EACH CASE, WHETHER OR NOT NORTHSPYRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7. INDEMNIFICATION

Your release us and shall indemnify, defend, and hold harmless Northspyre and its affiliates and each of its and their respective officers, directors, employees, agents, successors, and assigns from and against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to: (a) Customer Data, including any processing of Customer Data by or on behalf of Northspyre in accordance with the Terms; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of you or your business; (c) your access to or use of Northspyre Deal or your or any other third party’s actions or inactions taken or decisions made based upon Northspyre Deal; or (d) your breach of any representation or warranty or other obligation contained in these Terms, including infringement by you, or any third party using your account, of any intellectual property, confidentiality obligation or other right of any person or entity (together, the “Claims”). You will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which may not be unreasonably withheld.

8. FREE PRODUCTS

1.  Access. You may receive access to Northspyre Deal on a free, fully discounted or trial basis, or as an alpha, beta or early access offering (“Free Services”). Free Services may be inoperable, incomplete or include errors and bugs or features that Northspyre may never release, and their features and performance information are Northspyre’s Confidential Information. 

2. Termination or Modification. Notwithstanding anything to the contrary contained in these Terms, including Section 9, at any time and for any or no reason, Northspyre may terminate or modify your use of (including applicable terms of) Free Services or modify Free Services, without any liability to you. For modifications to Free Services or your use, you must accept those modifications to continue accessing or using the Free Services. Upon any termination or suspension of these Terms, your right to use Northspyre Deal will cease immediately, and you will not be able to retrieve any information related to your account. 

3. Disclaimer. Notwithstanding anything to the contrary contained in these Terms, to the maximum extent permitted by law, Northspyre provides no warranty, indemnity, service level agreement or support for Free Services and its aggregate liability for Free Services is limited to US$100.

9. TERM AND TERMINATION

You shall be able to access Northspyre Deal for the period and in accordance with terms as set forth in the “Term and Termination” Section in any applicable Software-as-a-Service Agreement and related exhibits between the Parties. All provisions that reasonably may be construed as surviving these Terms will survive the expiration or termination of these Terms.

10. CHOICE OF LAW; LOCATION FOR RESOLVING DISPUTES

The laws of the State of Delaware govern these Terms and any dispute or claims for enforcement, breach or violation of duties or rights under these Terms, without reference to conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Atlanta, Georgia or Wilmington, Delaware in all disputes arising out of or relating to the use of Northspyre Deal or these Terms.

11. GENERAL

  1. Communications. You acknowledge that we will communicate with you primarily via email or by posting notices on Northspyre Deal. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing.
  2. Feedback. You may provide Northspyre with feedback relating to Northspyre Deal. Northspyre will own and may use and evaluate all feedback for its own purposes.
  3. Use of Your Business Name. You authorize Northspyre to use your business’s name, logo and/or trademark in connection with Northspyre Deal marketing materials (including but not limited to sales presentations, internet websites, and any other materials evidencing the fact that your business uses Northspyre Deal). Such marketing materials may be developed, disseminated, and used without your input or review.
  4. Force Majeure. You agree that we are not liable for a delay or failure in performance of Northspyre Deal or under the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labor disputes, lockouts and strikes, riots, war, floods, insurrections, disease outbreaks (or any worsening thereof), legislative changes, and governmental actions.
  5. Severability. If any of the provisions of these Terms are, for any reason, held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions of these Terms, and these Terms will be construed as if they had never contained such invalid, illegal, or unenforceable provision. 
  6. No Assignment. You may not, without our prior written consent, assign these Terms, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Terms and will be void. We may assign these Terms to a third party at any time at our sole discretion. These Terms will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
  7. Contact Us. If you have any questions or comments regarding these Terms, please contact support@northspyre.com.

Last Updated: January 22, 2026.