Terms of Service
Last updated 6 October 2026 · Questions: [email protected]
These Terms of Service ("Terms") govern access to and use of the Sparring platform, websites, command-line tools and related services (the "Service") provided by Carnegie Intelligent Technology Limited, a company incorporated in Hong Kong (company no. 80704751) with its registered office at Room 5017, 5/F, Yau Lee Centre, 45 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong ("Sparring", "we", "us"). By creating an account, accepting a Marketplace offer, or using the Service, the organization you represent ("Customer", "you") agrees to these Terms. If you purchase through Google Cloud Marketplace, the Marketplace's terms govern payment and the applicable order; these Terms govern use of the Service.
1. The Service
Sparring provides (a) Practice: simulated conversations with AI counterparts and AI-generated feedback for human learners; (b) Arena: automated adversarial evaluation of Customer's AI agents; (c) Studio: AI-assisted drafting of scenarios from Customer material; and (d) related administration, analytics and delivery features. Features vary by plan as described on our pricing page or in an Order.
2. Accounts and roles
Customer is responsible for its users, for maintaining the confidentiality of credentials and API keys, and for all activity under its organization. Customer will designate at least one owner. We may suspend credentials we reasonably believe are compromised.
3. Acceptable use
Use of the Service is subject to our Acceptable Use Policy. In particular, Customer will not (i) use Practice outputs as the sole basis for employment decisions (hiring, promotion, discipline, termination) without an independent human process; (ii) use the Service for clinical, diagnostic or therapeutic purposes; (iii) submit content it has no right to submit; (iv) attempt to extract or reverse-engineer the Service's prompts, models or scenario content beyond the exports we provide; or (v) resell the Service except under a written reseller agreement.
4. Customer content
Customer retains all rights in material it submits (transcripts, Studio inputs, agent configurations, private scenarios) ("Customer Content"). Customer grants us a non-exclusive licence to host, process, transmit and display Customer Content solely to provide and secure the Service, and to produce aggregated, de-identified statistics that do not identify Customer or any individual. We do not use Customer Content to train machine-learning models, and we contractually prohibit our model providers from doing so.
5. Sparring content and software
We and our licensors own the Service, its scenario libraries, judging methodology, taxonomies and software. Scenario content ported from open-source projects is used under its licence (notices available on request). Customer receives a limited, non-transferable right to use the Service during the term. The sparring-arena CLI is provided under the licence stated in its package.
6. AI outputs
Outputs are generated by machine-learning models and may be inaccurate, incomplete or inappropriate despite our safeguards. Debriefs are designed to quote the transcript, but Customer is responsible for how outputs are used. Arena results indicate behaviour under tested conditions only and are not a certification that an agent is safe or compliant.
7. Fees and payment
Fees are set out in the applicable Order or the pricing page and are measured in the business units described there (sessions, drafts, platform fee). Marketplace purchases are billed by the Marketplace operator. Direct invoices are due net 30 in USD. Fees are exclusive of taxes; Customer is responsible for applicable taxes other than taxes on our income. Unpaid undisputed amounts may result in suspension after 15 days' notice.
8. Term, suspension and termination
These Terms apply while Customer has an account or an active Order. Either party may terminate for material breach uncured 30 days after notice. We may suspend the Service immediately to prevent harm or legal exposure, with notice as soon as practicable. On termination Customer may export its data for 30 days, after which we delete Customer Content within 90 days except as required by law.
9. Data protection
Our Privacy Policy describes how we handle personal data. Where Customer is subject to the GDPR, UK GDPR or similar law, our Data Processing Addendum forms part of these Terms and we act as processor for Customer Content.
10. Confidentiality
Each party will protect the other's non-public information with at least reasonable care and use it only to perform under these Terms. Exclusions and compelled-disclosure provisions are the customary ones. Obligations survive three years after termination; trade secrets indefinitely.
11. Warranties and disclaimers
We warrant that the Service will perform materially as described and that we will not materially reduce its core functionality during a paid term. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.
12. Limitation of liability
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE. EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to breach of confidentiality, misuse of the other party's intellectual property, or a party's indemnity obligations.
13. Indemnities
We will defend Customer against third-party claims that the Service infringes their intellectual-property rights and pay resulting awards, provided Customer gives prompt notice and reasonable cooperation; we may modify or replace the Service or terminate and refund prepaid unused fees. Customer will defend us against claims arising from Customer Content or Customer's breach of Section 3.
14. General
These Terms are governed by the laws of Hong Kong SAR, and the courts of Hong Kong have exclusive jurisdiction, except that Enterprise Orders may specify otherwise. Neither party may assign these Terms without consent, except to a successor in a merger or sale of substantially all assets. We may update these Terms with 30 days' notice for material changes; continued use constitutes acceptance. Notices to us: [email protected].