Terms of Service

1. The Service and your instance

Each Studio runs on its own Spell instance: a separate database and a separate deployment of the application, at an address of its own. Your data is not stored alongside other Studios’ data.

Spell is made of modules — Work (engagements, boards, time and reports), the Client Portal, Sign, Hire, Bill and Astra, our AI assistant — and the modules available to you are those in your order or enabled on your instance. Some features are offered in early access; the Early Access Terms apply to them as well.

2. Accounts, roles and users

1. Your administrators decide who is invited to your instance and with which role — team members, contractors, clients and candidates — and what each role may see and do.
2. You are responsible for the people you invite and for everything done under your instance’s accounts, including through integrations you connect.
3. Each person needs their own login. Do not share credentials, and keep them secure.
4. Tell us promptly at hello@letsjam.design if you believe an account or your instance has been accessed without authorization.
5. Where people inside a Studio disagree about who controls its instance, we may pause changes to ownership or administrators until the Studio settles it. We do not resolve internal disputes.

3. Your content

1. “Customer Content” means everything you and your users put into Spell: clients, engagements, tasks, comments, files, hours, rates, contracts, signatures, meetings, applications, invoices, conversations with Astra and the rest. You own it.
2. You grant us a limited right to host, copy, process, transmit and display Customer Content only as needed to provide, secure and support the Service for you, and as described in our Privacy Policy.
3. You are responsible for having the rights and permissions to put Customer Content into Spell, including any notice or consent the law requires for the personal information of your clients, contractors, candidates and team.
4. For personal information in Customer Content, you decide why and how it is processed, and we process it on your instructions as your service provider. The Regional Privacy Supplement describes how this works in particular places.
5. We do not use Customer Content to train artificial-intelligence models, ours or anyone else’s.
6. We do not review Customer Content routinely. We may remove or restrict access to content that breaks the Usage Policy or the law, and will tell you when we do unless the law or safety prevents it.

4. Astra and AI features

1. Astra is off on a new instance and runs only when your Studio enables it. When a person uses an Astra feature, the request and the content needed to answer it are sent to our AI provider, listed on the Sub-processors page.
2. AI output can be incomplete or wrong. Review it before you rely on it, and especially before you send an invoice, sign or send a contract, or make a decision about a person.
3. Astra can propose actions, such as creating a task, logging time or approving an invoice. Nothing she proposes runs until a person in your Studio approves it, and she can only see what the person asking can see.
4. In Hire, Astra’s evaluation of a candidate is a first read to support your team. It never moves, rejects or hires anyone on its own. Your Studio makes hiring decisions and is responsible for them, including meeting any law that applies to the use of automated tools in hiring.

5. Sign, Bill and professional advice

1. Sign lets you prepare documents and collect electronic signatures with an audit trail. You decide whether an electronic signature suits a given document and place. Jam is not a party to documents signed in Spell.
2. Bill drafts invoices and expected payables from the hours, rates and terms in your instance, and keeps your month’s results. Spell never moves money. Review drafts before you issue them; your accounting system remains your financial record.
3. Nothing in Spell is legal, tax, accounting or employment advice.

6. Integrations

1. Spell can connect to services such as Slack, Dropbox, Google, Xero and Hubdoc. Your use of those services is governed by your own agreements with them.
2. By connecting an integration you authorize Spell to exchange the data that integration needs, within the permissions you grant. You can disconnect it at any time.
3. We are not responsible for third-party services, and an integration may stop working if the provider changes or withdraws what Spell relies on.

7. Acceptable use

You and your users must follow our Usage Policy, which forms part of these Terms. You may not resell or sublicense Spell, use it to build a competing product, probe or overload it, or try to reach another Studio’s instance or data.

8. Fees and taxes

1. Fees, billing periods and payment terms are those set out in your order or written agreement with Jam. If no fee is agreed, none is due.
2. Unless your order says otherwise, fees exclude taxes, which you pay in addition.
3. We will give you at least 30 days’ notice before a change to your fees takes effect.
4. We may suspend access for fees that remain unpaid 30 days after we tell you they are overdue.

9. Term, suspension, ending and your data

1. These Terms last as long as your Studio uses Spell, or for the term in your order.
2. Either of us may end them on 30 days’ written notice, or immediately if the other seriously breaches them and does not fix the breach within 15 days of being told.
3. We may suspend all or part of the Service right away if that is needed to protect it, other Studios or the public, to follow the law, or because of a serious breach of the Usage Policy. We will limit any suspension to what the problem requires and tell you about it.
4. When the agreement ends you have 30 days to export your Customer Content. We then delete your instance and its data within a further 60 days, except where the law requires us to keep something; backups expire on their own schedule after that.

10. Confidentiality

Each of us will keep the other’s non-public information confidential, use it only for this agreement, and share it only with people who need it and are bound to keep it confidential. This does not cover information that is public, already known, independently developed, or that the law requires to be disclosed.

11. Our property and your feedback

Jam owns Spell — its software, design and brand. These Terms give you the right to use the Service, not to copy, modify, reverse engineer or redistribute it, or to suggest Jam endorses you.

If you send us ideas or feedback, we may use them without owing you anything.

12. Changes to Spell and to these Terms

Spell changes as we improve it. We may add, change or remove features; if we remove something your Studio materially relies on, we will tell you in advance where we reasonably can.

We will give at least 30 days’ notice of material changes to these Terms by email to your administrators or in Spell. The changes apply from the date stated in the notice. If you do not agree, you may end the agreement before then.

13. Disclaimers

Spell is provided “as is” and “as available”. To the extent the law allows, we disclaim all warranties not set out in these Terms, including merchantability, fitness for a particular purpose and non-infringement, and we do not promise that Spell will be uninterrupted or error-free.

14. Limitation of liability

To the extent the law allows, neither of us is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told they were possible.

Each party’s total liability arising from these Terms is limited to the fees you paid Jam for the Service in the 12 months before the event that gave rise to the claim, or CAD $100 if no fees were paid.

These limits do not apply to your payment obligations, to a breach of the Usage Policy, or to liability the law does not allow to be limited.

15. Indemnity

You will defend Jam against third-party claims arising from Customer Content, from your or your users’ use of Spell in breach of these Terms or the law, or from integrations you connect, and pay the resulting damages and reasonable costs, provided we tell you of the claim promptly and let you control its defence.

16. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts located in Toronto, Ontario have exclusive jurisdiction, unless the law gives you the right to bring a claim elsewhere.

17. General

1. These Terms, your order and the documents they refer to are the whole agreement between us about Spell. If they conflict, your order wins, then these Terms, then the other documents.
2. Neither of us may assign this agreement without the other’s consent, except to a successor of its business.
3. Neither of us is responsible for delays caused by events beyond reasonable control.
4. If a provision is unenforceable, the rest stays in force. Not enforcing a right is not a waiver of it.
5. We send notices by email to your administrators or in Spell; send yours to hello@letsjam.design.
6. The parties have required that this agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

18. Contact

Squaaads Design Services Inc., doing business as Jam — hello@letsjam.design