Confidentiality Terms

In short: We’re happy to show you SPARS. You keep what you see in the demo confidential and use it only to evaluate SPARS. We keep the business information you share with us confidential too.

These Confidentiality Terms (the “Terms”) are a binding agreement between Magnum Opus System Corp., the maker of SPARS (“SPARS,” “we” or “us”), and the company you represent, or you personally if you are not acting for a company (“you”). You accept these Terms when you tick the confidentiality checkbox on the SPARS Request a Demo form or attend a SPARS demo. If you accept on behalf of a company, you confirm that you are authorized to do so.

1. Purpose

The purpose of these Terms is to let both of us share information so you can evaluate SPARS for your business and we can prepare and deliver a demo or proposal (the “Purpose”).

2. What Is Confidential

“Confidential Information” means non-public information that one of us (the “Discloser”) shares with the other (the “Recipient”) in connection with the Purpose, in any form, whether marked confidential or not. It includes:

SPARS’s Confidential Information:

the SPARS ERP software, including its screens, workflows, features, modules and reports;
the SPARS MCP AI Connector, including its tools, design and integrations;
pricing, packages, proposals and commercial terms;
product roadmaps and unreleased features; and
documentation, presentations, sample data, demo environments and login details.

Your Confidential Information:

your business processes, requirements and challenges;
your data, reports and volumes shared for the demo; and
your suppliers, customers, pricing and plans.

3. How Confidential Information Must Be Protected

The Recipient will:

use Confidential Information only for the Purpose;
share it only with its employees, advisers and contractors who need it for the Purpose and are bound by confidentiality duties at least as strict as these (“Representatives”), and be responsible for their compliance; and
protect it with at least the same care it uses for its own confidential information, and never less than reasonable care.

4. Demo Rules

When attending a SPARS demo or using a SPARS demo environment, you will not, without our written consent:

record, screenshot, photograph or copy any part of the demo;
share demo environment access or login details with anyone else;
reverse engineer, decompile or try to extract the source code or design of SPARS;
use Confidential Information to build, improve or market a competing product, or publish benchmarks or comparisons of SPARS; or
attend a demo on behalf of, or share demo content with, a competitor of SPARS.

5. What Is Not Confidential

These Terms do not apply to information that the Recipient can show:

is or becomes public through no fault of the Recipient;
the Recipient already knew lawfully before receiving it;
the Recipient receives lawfully from someone else who is not bound by confidentiality; or
the Recipient develops independently without using the Discloser’s Confidential Information.

6. Disclosure Required by Law

If the law, a court or a regulator requires the Recipient to disclose Confidential Information, it may do so. Where legally allowed, it will notify the Discloser promptly so the Discloser can seek protection, and will disclose only what is required.

7. Personal Information

Personal information collected through our website is handled under our Privacy Policy at www.sparsus.com/privacy-policy. Please don’t share personal information about your own customers or employees during the demo process unless it’s necessary. Sample or anonymized data is preferred.

8. Feedback

If you give us suggestions or feedback about SPARS, we may use them freely without any obligation to you. This does not give us any right to your Confidential Information.

9. How Long These Terms Last

These Terms start when you accept them. Either of us may stop sharing information at any time by written notice. The obligations in these Terms continue for two (2) years after the last disclosure of Confidential Information. Trade secrets remain protected for as long as they remain trade secrets under applicable law.

10. Returning or Deleting Information

When the Discloser asks, or when the Purpose ends, the Recipient will return or delete the Discloser’s Confidential Information. The Recipient may keep copies held in routine backups or required by law, and these stay subject to these Terms.

11. Ownership and No Commitment

All Confidential Information remains the property of the Discloser. These Terms do not grant any license or rights to SPARS or to your information.
Confidential Information is provided “as is,” without warranties of any kind.
Neither of us is obliged to enter into any further agreement. Any purchase of SPARS will be governed by a separate written customer agreement.

12. Remedies

Unauthorized use or disclosure of Confidential Information may cause harm that money alone cannot fix. The Discloser may therefore seek an injunction or other court order to stop it, in addition to any other remedies.

13. Other Agreements

If you and SPARS have signed a separate non-disclosure agreement or customer agreement, that agreement takes priority over these Terms where they conflict.

14. General

Governing law: these Terms are governed by the laws of the State of New York, without regard to its conflict-of-law rules. The courts located in New York County, New York have exclusive jurisdiction.
Electronic acceptance: accepting these Terms by ticking a checkbox is as valid as a signed copy.
Assignment: neither of us may transfer these Terms without the other’s consent, except to a successor in a merger or sale of the business.
Severability: if any part of these Terms is found unenforceable, the rest remains in effect.
Entire agreement: these Terms are the complete agreement about their subject, and it can be changed only in writing. We may update the version on our website for future demos; the version in effect when you accepted applies to you.
Notices to SPARS should be sent to sales@sparsus.com.

15. Contact

Magnum Opus System Corp. (SPARS)

112 West 34 Street, Floor 18, New York, NY 10120, U.S.A.

Email: sales@sparsus.com · Phone: +1 (212) 685-2127