Terms & Conditions
Last updated:
Acceptance of terms
These Terms & Conditions (the “Agreement”) govern access to and use of the SPARC labor-planning platform and related services (the “Service”) provided by Common Forge Ventures, LLC, d/b/a “Common Forge” (“Common Forge,” “we,” “us,” or “our”). This Agreement is between Common Forge and the organization that subscribes to the Service (“Customer,” “you,” or “your”).
By executing an Order Form that references this Agreement, by clicking to accept, or by accessing or using the Service, including any platform environment provided by Common Forge, whether paid or not, you agree to this Agreement. If you are accepting on behalf of an organization, you represent that you are authorized to bind it. If you do not agree, do not access or use the Service.
Definitions
2.1 “Order Form” means an ordering document, quote, or online subscription flow that references this Agreement and specifies the subscription, Users, fees, and term.
2.2 “Service” means the SPARC platform, including its labor-planning, skills-management, and job-assignment features, related integrations, and any documentation, updates, and support we provide.
2.3 “User” means an individual Customer authorizes to access the Service under Customer's account — typically Customer's employees and contractors who have agreed to use restrictions no less protective than this Agreement.
2.4 “Customer Data” means data and content Customer or its Users submit to the Service, or that the Service ingests from Customer's connected systems, including employee and personnel records, job and project data, and skills information. Customer Data includes Personnel Data and Skills Data.
2.5 “Personnel Data” means personal data about Customer's workers (including identifiers, employment information, qualifications, certifications, and work history) processed through the Service.
2.6 “Skills Data” means skills, competencies, and proficiency information that the Service extracts, infers, or records — whether through data entry, integration, or recorded interviews — about Customer's workers.
2.7 “Connected Systems” means third-party systems (such as Customer's ERP, payroll, or HR systems) that Customer authorizes Common Forge to access in connection with the Service.
2.8 “Output” means recommendations, rankings, matches, scores, forecasts, and other results the Service generates, including AI- or model-generated results.
2.9 “Aggregated Data” means data derived from use of the Service that has been aggregated and/or de-identified so that it does not identify Customer or any individual and cannot reasonably be used to re-identify them.
2.10 “Confidential Information” means non-public information disclosed by one party that is marked confidential or that a reasonable person would understand to be confidential, including the Service, Output, pricing, and the terms of any Order Form.
The Service and License
3.1 License grant. Subject to this Agreement and payment of fees, Common Forge grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for Customer's internal business purposes in accordance with specific terms of the Order Form.
3.2 Users. Customer is responsible for its Users' compliance with this Agreement and for all activity under its account. Login credentials are personal to each User and may not be shared. Customer will keep credentials confidential and notify us promptly of any suspected unauthorized access.
3.3 Reservation of rights. Common Forge reserves all rights not expressly granted. No rights are granted by implication. Customer's subscription is not contingent on any future functionality or on any comment about future features.
3.4 Changes to the Service. We may modify or improve the Service over time. We will not materially reduce the core functionality Customer has paid for during a paid term without providing a comparable alternative or a pro-rated refund for the affected portion.
Acceptable Use and Restrictions
4.1 Customer will not, and will not permit any User or third party to: (a) copy, modify, translate, reverse engineer, decompile, or create derivative works of the Service; (b) resell, sublicense, rent, lease, or provide the Service to third parties except as expressly permitted; (c) access the Service to build a competing product, or to benchmark or monitor availability or performance for a competitor; (d) interfere with or disrupt the integrity or performance of the Service; (e) use the Service unlawfully or in violation of third-party rights; or (f) upload malicious code or attempt to gain unauthorized access to the Service or related systems.
4.2 Data scope. Customer will not submit to the Service any data category we have not agreed to process, including protected health information, payment card data, or government-issued identification numbers, except as expressly provided in an Order Form.
Customer Responsibilities
5.1 Lawful basis for personnel data. Customer represents and warrants that it has all rights, consents, and lawful bases necessary to provide Personnel Data and Skills Data to the Service and to authorize our processing of it as described in this Agreement and our Privacy Policy. As between the parties, Customer is the controller of Personnel Data and Common Forge is the processor / service provider acting on Customer's documented instructions.
5.2 Worker notice and consent to record. Customer is responsible for providing any notices to, and obtaining any consents from, its workers that applicable employment, privacy, or recording laws require in connection with the collection of Skills Data. Where Skills Data is collected through audio-recorded interviews, Customer is responsible for obtaining each participant's consent to be recorded as required by applicable state recording-consent laws.
5.3 Employment decisions remain Customer's. Customer acknowledges that Output is informational and advisory. Customer is solely responsible for all hiring, assignment, promotion, scheduling, compensation, and other employment decisions, and for ensuring those decisions comply with all applicable laws, including anti-discrimination and labor laws.
5.4 Compliance. Customer will use the Service in compliance with all laws applicable to Customer, including employment, wage-and-hour, prevailing-wage, licensing, and apprenticeship-ratio requirements relevant to its trade.
Output and Automated Decision Support
6.1 Advisory only; human decision-making. The Service uses artificial intelligence and statistical models to generate Output, including recommendations about which workers may be suited to particular jobs. Output is advisory and is not a directive, instruction, or substitute for human judgment. Customer agrees that a qualified human will review and make the final determination on any consequential decision affecting a worker, and that the Service will not be the sole basis for any such decision.
6.2 No guarantee of accuracy. AI- and model-generated Output may contain errors, omissions, or inferences that do not reflect a worker's actual abilities. Common Forge does not warrant that Output is accurate, complete, current, or fit for any particular decision. Customer is responsible for validating Output before relying on it.
6.3 Customer's compliance for employment use. Where Customer uses the Service to inform employment decisions, Customer is responsible for compliance with laws governing automated or AI-assisted employment decisions, including providing required notices, offering required human review or appeal, and conducting any bias auditing applicable to Customer's jurisdiction. Common Forge will reasonably cooperate by providing available documentation about the Service to support Customer's assessments.
6.4 Not professional advice. Output does not constitute legal, employment, safety, or other professional advice.
Data Rights and Ownership
7.1 Customer owns Customer Data. As between the parties, Customer retains all right, title, and interest in Customer Data, including Personnel Data and Skills Data.
7.2 License to operate the Service. Customer grants Common Forge a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, support, and maintain the Service and as permitted by this Agreement and our Privacy Policy.
7.3 Service improvement and model training. Common Forge will not use Personnel Data or Skills Data to train or fine-tune machine-learning models that serve other customers, except in Aggregated Data form. We may use service-operation metadata and Aggregated Data to maintain and improve the Service.
7.4 Aggregated Data. Common Forge owns Aggregated Data and may use it for any lawful purpose, including analytics, benchmarking, and product development, provided it does not identify Customer or any individual.
7.5 Connected Systems. By enabling an integration, Customer authorizes Common Forge to access and process data from the Connected System as needed to provide the Service, and represents it has the right to grant that authorization. Customer is responsible for its own agreements with Connected System providers.
7.6 Return and deletion. On request during the term, and on termination, Common Forge will make Customer Data available for export and will delete or de-identify it within the period stated in the Privacy Policy, except where retention is required by law.
Feedback
Customer may choose to provide suggestions or feedback about the Service. Common Forge may use feedback without restriction or obligation. Feedback is provided voluntarily and is not Confidential Information of Customer.
Fees and Payment
9.1 Fees. Customer will pay the fees stated in the Order Form. Unless stated otherwise, fees are in U.S. dollars, are non-refundable except as expressly provided, and are exclusive of taxes.
9.2 Invoicing and payment. Fees are due within thirty (30) days of the invoice date unless the Order Form states otherwise.
9.3 Late payment. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend the Service for non-payment after reasonable notice.
9.4 Taxes. Customer is responsible for sales, use, and similar taxes, excluding taxes on Common Forge's income. Customer will provide a valid exemption certificate where applicable.
Confidentiality
10.1 Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and subcontractors bound by confidentiality obligations.
10.2 Confidential Information excludes information that is or becomes public without breach, was already known without restriction, is independently developed, or is rightfully received from a third party.
10.3 A party may disclose Confidential Information if compelled by law, provided it gives prompt notice where permitted and reasonable cooperation to seek protective treatment.
Warranties and Disclaimer
11.1 Mutual. Each party warrants it has the authority to enter into this Agreement.
11.2 Common Forge. Common Forge warrants that it will provide the Service in a professional and workmanlike manner and will not materially decrease core functionality during a paid term.
11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND OUTPUT ARE PROVIDED “AS IS.” COMMON FORGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMMON FORGE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUT WILL BE ACCURATE.
Indemnification
12.1 By Common Forge. Common Forge will defend Customer against third-party claims that the Service, as provided and used in accordance with this Agreement, infringes a U.S. intellectual property right, and will indemnify Customer for resulting damages finally awarded, provided Customer promptly notifies us, gives us control of the defense, and reasonably cooperates.
12.2 By Customer. Customer will defend Common Forge against third-party claims arising from (a) Customer Data, including claims that Customer lacked the rights or consents to provide it; (b) Customer's employment or other decisions, including claims of discrimination or wrongful employment action; or (c) Customer's use of the Service in violation of this Agreement or law — and will indemnify Common Forge for resulting damages, subject to the same notice, control, and cooperation conditions.
Limitation of Liability
13.1 Exclusion. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
13.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMMON FORGE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Term, Termination, and Suspension
14.1 Term. This Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or terminated.
14.2 Termination for cause. Either party may terminate for the other's uncured material breach after thirty (30) days' written notice, or immediately on the other's insolvency or bankruptcy.
14.3 Suspension. We may suspend access for non-payment, a security risk, or a violation of Section 4, with notice where practicable.
14.4 Effect. On termination, Customer's access ends and Customer will pay any accrued fees. Sections intended to survive, including 2, 7, 8, 10, 11.3, 12, 13, 15, and 16, survive termination.
Governing Law and Dispute Resolution
15.1 This Agreement is governed by the laws of the State of Colorado, excluding conflict-of-laws rules.
15.2 Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by JAMS under its applicable rules, seated in Denver, Colorado. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in Denver, Colorado, to protect its intellectual property or Confidential Information.
General
16.1 Assignment. Neither party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, on notice.
16.2 Subcontractors and subprocessors. Common Forge may use subcontractors and subprocessors (including cloud-hosting and AI providers) to provide the Service and remains responsible for their performance.
16.3 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
16.4 Notices. Notices must be in writing and sent to the addresses on the Order Form or on file, and are effective on receipt (or, for email, 24 hours after sending).
16.5 Publicity. With Customer's prior written approval, Common Forge may identify Customer as a customer in marketing materials.
16.6 Export and government rights. The Service is subject to U.S. export and sanctions laws; Customer will comply with them. U.S. government use is subject to applicable restricted-rights regulations.
16.7 Entire agreement; order of precedence. This Agreement and any Order Forms and our Privacy Policy are the entire agreement and supersede prior discussions. If they conflict, the Order Form governs for commercial terms.
16.8 Severability; no waiver; no third-party beneficiaries. If any provision is unenforceable, the rest remains in effect. A failure to enforce is not a waiver. This Agreement creates no third-party rights.
Contact
If you have any questions about these Terms and Conditions, please contact us at legal@commonforge.co or write to Common Forge, 1073 South Pearl St., Suite #101, Denver, CO 80209.