Terms of Service

These Terms of Service (the “Terms”) are a legal agreement between Spur Logic LLC (“Spur Logic LLC,” “we,” “us”) and the accounting or tax firm that uses Business Guru (the “Firm,” “you”). By accessing or using the Service at https://bg.spurlogic.net, you agree to these Terms. If you do not agree, do not use the Service.

1. Who may use the Service

The Service is offered to businesses — accounting and tax firms and their authorized personnel. You represent that you are authorized to bind the Firm, that the Firm and its users are properly licensed or qualified for the work they perform, and that each user is at least 18 years old. The Service is not intended for consumers or for use by a Firm’s clients directly.

2. No professional advice; no professional relationship

Business Guru provides software and informational output only. Using the Service does not create an attorney-client, accountant-client, or fiduciary relationship with Spur Logic LLC. We are the tool; the Firm is the practitioner. The Firm — not Spur Logic LLC — is solely responsible for all professional advice given to, and all filings made for, its clients, and for compliance with Circular 230, state board rules, and the standards of practice applicable to the Firm.

3. AI-generated output

Parts of the Service use artificial intelligence to analyze redacted text and to draft findings and deliverables. AI output may be incomplete, out of date, or incorrect, and may not reflect current law. You must independently verify every figure, citation, and recommendation before relying on it. Spur Logic LLC does not warrant the accuracy, completeness, or fitness of any output for a particular client matter.

4. The Firm’s responsibilities

• Consent (IRC §7216). You are responsible for obtaining each client’s valid consent to use or disclose tax-return information before you analyze it, and for complying with §7216 and Treas. Reg. §301.7216. The Service helps you record consent but does not obtain it for you.
• Lawful basis and accuracy of data. You represent that you have the right to upload the information you provide and that you will use the Service only for lawful purposes.
• Account security. You will keep authorized-user access current, enforce multi-factor authentication, and are responsible for activity under your users’ accounts.
• Client relationship. Because clients are records and not account holders, you are responsible for responding to your clients’ access, correction, and deletion requests.

5. Acceptable use

You agree not to:

• Use the Service to violate any law or third-party right, or to provide services you are not licensed or qualified to provide;
• Attempt to defeat the browser-side redaction, the tenant-isolation controls, or any security feature;
• Reverse engineer, scrape, overload, or probe the Service except as permitted by law;
• Resell, sublicense, or provide access to the Service to a third party outside your Firm without our written agreement.

6. Intellectual property

The Service, its software, and its content are owned by Spur Logic LLC and its licensors. We grant the Firm a limited, non-exclusive, non-transferable right to use the Service during the term. You retain ownership of the client data you input and of the deliverables you produce; you grant Spur Logic LLC the limited rights needed to host and process that data to provide the Service.

7. Fees

Fees, if any, are as agreed in your order or subscription. During any pilot or evaluation, the Service may be provided at no charge and may be changed or discontinued. Except where required by law, fees are non-refundable.

8. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. Spur Logic LLC DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT WILL BE ERROR-FREE, COMPLETE, OR UNINTERRUPTED, OR THAT IT WILL MEET ANY TAX, ACCOUNTING, OR LEGAL STANDARD.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Spur Logic LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST DATA, PENALTIES, OR PROFESSIONAL-LIABILITY CLAIMS ARISING FROM YOUR USE OF (OR RELIANCE ON) THE SERVICE OR ITS OUTPUT. Spur Logic LLC’S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID TO Spur Logic LLC FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM, OR US$100.

10. Indemnification

You will indemnify, defend, and hold harmless Spur Logic LLC from any claim arising out of (a) your use of the Service, (b) advice or filings you provide to your clients, (c) your breach of these Terms or of §7216 or other applicable law, or (d) data you upload to the Service.

11. Termination

Either party may terminate at any time. We may suspend or terminate access for breach of these Terms or to protect the Service. On termination, your right to use the Service ends; you may request export of your data within a reasonable period, after which we may delete it.

12. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute informally by contacting privacy@spurlogic.net. Any unresolved dispute will be brought in the state or federal courts located in the State of Florida, and the parties consent to that jurisdiction and venue.

13. Changes to these Terms

We may update these Terms as the Service evolves. Material changes will be posted here with a new effective date; your continued use after a change means you accept the updated Terms.

14. Contact

Questions about these Terms: privacy@spurlogic.net.