Legal

Business Terms of Service

Last Updated: 22 September 2026 | v1

For business customers using Spike.

0. Scope and Which Terms Apply

These Business Terms of Service (the "Business Terms") are entered into between Spike Studio, Inc., a Delaware corporation ("Spike," "we," or "us") and the legal entity, organization, partnership, sole-trader business, freelance or professional practice, or other unincorporated business that accepts these Business Terms through an authorized representative ("Customer," "you"). The Service is offered solely for use by businesses. Spike does not offer the Service to consumers or to individuals for personal, family, or household purposes.

Business Use. These Business Terms apply to all Business Use of the Service. "Business Use" means any use of the Service on behalf of, for the benefit of, or in connection with an employer, company, organization, partnership, sole-trader business, freelance or professional practice, or other legal entity, including use by any individual in the course of their employment, engagement, or professional activity.

No consumer use. The Service is intended only for Business Use. By accepting these Business Terms, the individual accepting represents and warrants that (a) they are at least 18 years old, (b) they are authorized to accept these Business Terms on behalf of, and to register the Account for, the Customer, and (c) they are not registering the Account for personal, family, or household use. If you are an individual seeking to use the Service for personal, family, or household purposes, you may not register a business Account (the free, single-player edition described in Section 1 remains available to individuals under separate terms).

By clicking "I accept," or by downloading, installing, or otherwise accessing or using the Service for Business Use, you agree to these Business Terms,

(together, these "Terms").

Feature availability. Certain features described in these Business Terms (and in the Privacy Policy, DPA, and Acceptable Use Policy) may not be available in all editions of the Service or in all regions, and may be added, modified, restricted, or removed by Spike from time to time. Where a feature is not currently available or not enabled, the corresponding provisions take effect only with respect to Customer and its Users where and when the feature is enabled.

1. Service Overview

Spike is a local-first desktop workspace with built-in AI agents that work alongside authorized users across their files, browser, and connected tools (the "Service"). Spike is offered in two editions:

These Business Terms govern Business Use of both editions. The Service can, among other things, orchestrate coding and research agents, maintain a local knowledge store ("Workstore") of a Customer's documents and activity, draft and edit content, automate multi-step tasks, and connect to third-party tools and services ("Connected Apps") including via the Model Context Protocol (MCP).

Outputs and Actions. The Service may generate responses ("Outputs") and take actions on Customer's behalf, including file and code changes, data retrieval and transmission, message drafting and sending, and interactions with websites and Connected Apps ("Actions"). The Service is designed with human oversight in mind: it completes tasks, but consequential decisions remain with the user. Customer is responsible for all Actions performed through its Account as set out in Section 3 and Section 10.

2. Authorized Users and Roles

Customer may permit its employees, contractors, and other authorized personnel ("Users") to use the Service on Customer's behalf under these Business Terms. Customer is responsible for each User's compliance with these Terms and for all acts and omissions of its Users. Users must be at least 18 years old.

User roles and permission levels. The Service supports differentiated permission levels for Users ("Roles") that govern access to workspaces, administrative controls, billing and seat management, Connected Apps, and other functionality. Spike determines from time to time the set of Roles the Service makes available, and the default capabilities, restrictions, and naming associated with each Role. Spike may add, modify, rename, consolidate, or remove Roles, change the capabilities associated with any Role, or introduce additional Roles at any time. Where the change would materially restrict Customer's existing administrative functionality, Spike will provide reasonable advance notice. Within the Roles made available, Customer is responsible for (a) designating Users to specific Roles, (b) applying any additional restrictions on Users' access or use that the Service permits Customer to configure, and (c) ensuring that Roles are assigned in a manner consistent with Customer's internal policies, applicable law (including data-protection law), and these Terms. Customer shall maintain at all times at least one User with the most senior administrative Role made available by the Service, who shall be authorized to bind Customer in respect of the Account.

3. Accounts and Responsibility

Customer is responsible for (a) maintaining the confidentiality of its and its Users' login credentials and connected agent/API credentials; (b) all activity that occurs under the Account, including content published, messages sent, code committed, data accessed or modified, Actions taken (including Actions taken by the Service in response to content encountered through a session, workspace, or Connected App), and purchases and transactions; and (c) compliance with the terms and acceptable-use policies of any third-party website, API, or Connected App the Service interacts with, including restrictions on automated or AI-driven access, and the terms of any underlying AI provider Customer connects (e.g., Anthropic, OpenAI) under the single-player, Bring-Your-Own-Agent model.

Customer shall promptly notify Spike at security@spike.app if it believes the Account has been compromised or is subject to unauthorized access, or if suspicious behavior is observed (see Section 10).

4. Fees and Subscriptions

The single-player edition is provided free of charge; Customer is separately responsible for any fees owed to its own AI provider under its Bring-Your-Own-Agent subscription or API key, which is not part of the Service and not billed by Spike.

For the multiplayer edition, Customer shall pay all fees associated with its use of the Service. Unless otherwise specifically provided, fees are in U.S. Dollars, are non-refundable, and are exclusive of applicable taxes. Customer authorizes Spike (and our payment processors) to charge the payment method on file, including for recurring subscription renewals. Spike may change fees on 30 days' advance notice. Delinquent accounts may be suspended.

5. License to Use the Service

Subject to compliance with these Terms, Spike grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license, for the Subscription Term, for Customer and its Users to install and use one object-code copy of the Spike application, and to access and use the Service for Customer's internal business purposes.

Except where applicable law prohibits such a restriction, Customer and its Users may not reproduce, distribute, publicly display or perform, or create derivative works of the Service; modify the Service; reverse-engineer or decompile the Service; or interfere with or circumvent any feature of the Service, including any security or access-control mechanism. This restriction does not extend to portions of the Service that Spike separately makes available under an open-source license; use of those portions is governed by their applicable license terms.

Feedback. If Customer provides suggestions or feedback ("Feedback"), Customer grants Spike an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free license to use the Feedback for any purpose, including to improve the Service.

6. Connected Apps, Connected Agents, and Third-Party Content

The Service may enable Customer to connect or export information to third-party applications and services, including AI providers, source-control hosts, calendars, and mail providers, and to Model Context Protocol servers (together, "Connected Apps"). By using these features, Customer authorizes Spike to access and transfer such information on Customer's behalf. Connected Apps are not under Spike's control, and, to the fullest extent permitted by law, Spike is not responsible for any Connected App's use of Customer's exported information.

Under the single-player, Bring-Your-Own-Agent edition, the underlying AI agent or model Customer connects is a Connected App: Spike orchestrates and displays that agent's activity but does not control, and is not responsible for, the outputs, availability, or data handling of the underlying AI provider.

Third-party content is untrusted. The Service routinely processes content from repositories, files, websites, documents, and Connected Apps. Such content may contain instructions, hidden text, or other material intended to influence or manipulate the Service ("Adversarial Content"). Customer acknowledges that Spike does not control such content and, subject to Section 15, is not responsible for the consequences of the Service interacting with such content.

7. Customer Data and User Content

"User Content" means all content Customer and its Users submit, upload, or transmit to the Service, including messages, prompts, files, code, documents, and any other works. Customer retains all rights in its User Content.

License grant. Customer grants Spike a worldwide, non-exclusive, royalty-free license to host, store, transfer, reproduce, and modify User Content solely as necessary to (i) provide, maintain, develop, and secure the Service, (ii) prevent or address technical or security issues, fraud, or abuse, (iii) comply with applicable law and enforce these Terms, and (iv) derive technical logs and diagnostic data. Spike shall not use Customer's User Content to train Spike's or any third party's generative AI models unless Customer expressly opts in in writing.

Storage. In the single-player edition, User Content — including the Workstore, workspace documents, and agent session history — is stored locally on the User's device by default and is not transmitted to Spike's servers except for optional, explicitly-enabled features (e.g., update checks, crash diagnostics). In the multiplayer edition, User Content is additionally synchronized to Spike's cloud infrastructure to enable team sharing. The technical and organizational measures applied to User Content are described in the DPA (Appendix B). Storage location and Sub-Processors are listed in the Subprocessor List referenced in the Privacy Policy and DPA.

7.1 Representations

Customer represents and warrants that it has all rights, licenses, and consents necessary to submit User Content to the Service and to direct the Service to process User Content as contemplated by these Terms, including for any personal data contained in User Content. Customer shall not submit Prohibited Inputs as defined in Section 6 of the Acceptable Use Policy.

8. Acceptable Use

Customer and its Users shall use the Service only in compliance with these Terms, including our Acceptable Use Policy, which is incorporated by reference. The AUP addresses prohibited uses, agentic-use standards, high-risk use limitations, prohibited inputs, and security-related conduct. Customer is responsible for its Users' compliance with the AUP. Violation of the AUP is a material breach.

9. Security

Spike maintains a security program designed to protect the Service and the data processed through it. The technical and organizational measures applied to Personal Data processed on behalf of Customer are set out in Appendix B to the DPA.

10. Agentic AI, Adversarial Content, and Customer Supervision Duty

Nature of the Service. The Service processes content Customer provides and content it encounters when interacting with repositories, websites, Connected Apps, or other sources on Customer's behalf. By design, the Service reads and acts upon instructions contained in such content. Although Spike implements commercially reasonable safeguards to reduce the risk of prompt injection and similar manipulation, such safeguards are not perfect and the risk of a successful attack is not zero. The Service is designed with human oversight in mind: it completes tasks, but consequential decisions remain with the user.

Customer acknowledgments and obligations. Customer acknowledges and agrees that:

High-risk domains and AI transparency. Customer shall not use the Service to provide advice, decisions, or recommendations in the following domains without review by a qualified professional in that domain prior to reliance: legal, healthcare, insurance, finance, employment, housing, academic testing, and media/journalism. Customer is responsible, to the extent applicable to Customer, for informing third parties when they receive AI-generated content from Customer (including messages, code, or other communications drafted by the Service and sent through Connected Apps), consistent with applicable law, including any AI-transparency disclosure obligations in Customer's jurisdiction. Any consumer-facing chatbot or interactive AI agent Customer deploys using the Service must disclose to users that they are interacting with AI rather than a human, where required by applicable law.

11. Modification of Terms

Spike may update these Business Terms from time to time. Material revisions will take effect 30 days after posting or notice to Customer, unless otherwise stated. If Customer does not agree to the revised Business Terms, Customer may terminate its subscription as its sole and exclusive remedy.

12. Trial

If Customer receives access to the Service on a free, trial, pilot, evaluation, alpha, beta, or early-access basis (a "Trial"), the Trial is permitted only for Customer's internal evaluation during the designated period. Spike provides no warranty, indemnity, or support for the Trial, and liability for the Trial shall not exceed US$50.

13. Term, Termination, and Effect

These Business Terms begin when Customer accepts them or first uses the Service for Business Use and continue for the Subscription Term selected by Customer. Either party may terminate for material breach not cured within 30 days of written notice. Spike may suspend the Service immediately for security, legal, or AUP-violation reasons. Upon termination, Customer's license rights end, each party shall cease use of the other's confidential information, and Sections 3, 5 (Feedback), 7, 9, 10, 13, 14, 15, 16, 17, and 18 shall survive. The DPA shall continue to apply with respect to any Personal Data retained during the deletion window.

14. Indemnification

Spike Indemnification. Subject to Section 14.3, Spike shall defend Customer against any third-party claim alleging that Customer's paid use of the Service in accordance with these Terms infringes such third party's intellectual property rights (an "IP Claim"), and shall indemnify Customer against any damages finally awarded or agreed in settlement by Spike with respect to such IP Claim.

Customer Indemnification. Customer shall defend and indemnify Spike and its affiliates from and against any third-party claim and related liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or connected with: (1) Customer's or its Users' unauthorized use or misuse of the Service; (2) Customer's or its Users' violation of these Terms (including the AUP) or applicable law; (3) Customer's User Content; (4) Actions performed by the Service at Customer's direction or through Customer's Account, including Actions initiated in response to content encountered through Customer's use of the Service; (5) Customer's failure to supervise or configure the Service in accordance with Section 10 and Spike's documented security guidance; and (6) any claim by a third party whose personal data was processed through the Service based on Customer's instructions.

Procedure and Exclusions. The indemnified party shall promptly notify the indemnifying party of the claim, permit the indemnifying party to control the defense and settlement (provided that no settlement may admit liability or require payment by the indemnified party without its consent), and reasonably cooperate. Neither party shall have indemnification obligations for claims arising from the indemnified party's fraud, willful misconduct, violations of law, or breach of these Terms.

15. Disclaimers

THE SERVICE AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPIKE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE. SPIKE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. CUSTOMER ACKNOWLEDGES THAT THE SERVICE RELIES ON ARTIFICIAL INTELLIGENCE — INCLUDING, IN THE SINGLE-PLAYER EDITION, THIRD-PARTY AI PROVIDERS CUSTOMER CONNECTS ITSELF — AND PRODUCES PROBABILISTIC OUTPUTS THAT MAY NOT BE ACCURATE, COMPLETE, OR ERROR-FREE.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION SHALL NOT APPLY TO (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, (C) A PARTY'S BREACH OF CONFIDENTIALITY, OR (D) CUSTOMER'S PAYMENT OBLIGATIONS.

EXCEPT FOR THE EXCLUSIONS IN THIS SECTION 16, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SPIKE UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. FOR CUSTOMERS USING ONLY THE FREE SINGLE-PLAYER EDITION, SPIKE'S AGGREGATE LIABILITY SHALL NOT EXCEED US$100.

17. Dispute Resolution; Governing Law

These Business Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware, for any dispute arising out of or relating to these Business Terms. For Customers established in the European Economic Area, the United Kingdom, or Switzerland, the courts of the Customer's jurisdiction of establishment shall have concurrent jurisdiction, and mandatory local law shall apply to the extent it provides greater protection.

18. Personal Data; Data Processing Agreement

The Parties acknowledge that, in the course of providing the Service, Spike processes Personal Data on Customer's behalf as data processor. The terms of such processing are governed by the Data Processing Agreement attached as Appendix 1 (the "DPA"), which forms an integral part of these Business Terms and is accepted by Customer upon acceptance of these Business Terms. Where Spike processes Personal Data as a data controller for its own administrative, billing, security, and compliance purposes, such processing is governed by Spike's Privacy Policy.

19. Miscellaneous

These Business Terms, together with the Privacy Policy, the AUP, and the DPA, constitute the entire agreement between Customer and Spike regarding the Service. Customer may not assign these Business Terms without Spike's prior written consent (except to an affiliate or in connection with a merger or sale of substantially all assets, on notice to Spike); Spike may assign these Business Terms. If any provision is held unenforceable, the remaining provisions remain in full force and effect. Order Forms or Enterprise Agreements executed by both parties shall prevail over these Business Terms to the extent of any conflict.

Contact: Spike Studio, Inc. Email: legal@spike.app.

Appendix 1 — Data Processing Agreement

The Data Processing Agreement between Customer (as Controller) and Spike Studio (as Processor), including Appendices A (Processing Details), B (Technical and Organizational Measures), C (Standard Contractual Clauses, where applicable), and D (Customer Security Responsibilities), is delivered as a separate document and incorporated into these Business Terms by reference.

© 2026 Spike Studio, Inc. All rights reserved.