Legal

Terms of Service

Effective 6 October 2026 · Version 1.0 · Privacy Policy

1. Definitions

• "AlphaSpark", "we", "us": Martino Bagini, an individual resident in Italy, Via Arcivescovo Calabiana 6, 20139 Milano (MI), Italy, who operates the Service under the name AlphaSpark.
• "Service": the website alphaspark.it, the application at app.alphaspark.it, its API, and any related tools, features, and experiments (including VC Schema).
• "User", "you": any person or entity that accesses or uses the Service. If you use the Service on behalf of an organisation, "you" also means that organisation.
• "User Content": anything you submit to the Service, including investment profiles, thesis statements, simulation inputs, uploaded documents (such as pitch decks), and feedback.
• "Output": scores, classifications, extracted data, fit analyses, and other results the Service generates from User Content.
• "Beta Features": any feature labelled beta, preview, experimental, lab, or similar. While the Service is in its current experimental phase, the whole Service is a Beta Feature.

2. Acceptance

By creating an account, or by accessing or using the Service, you agree to these Terms and acknowledge our Privacy Policy. If you do not agree, do not use the Service.

You must be at least 18 years old and able to form a binding contract. The Service is intended for investors, fund managers, and other professionals acting for business or professional purposes.

3. The Service is experimental and provided without guarantee

Please read this section carefully.

3.1 Experimental status. AlphaSpark is an experimental lab at the intersection of venture capital and AI. The Service is a prototype under active development, offered "as is" and "as available", without any guarantee of any kind.

3.2 What this means in practice. By using the Service you understand and accept that:
- features may be incomplete, contain bugs, behave unpredictably, or be changed, renamed, or removed at any time without notice;
- the Service may be unavailable, slow, or interrupted, and there is no uptime, availability, or support commitment (no SLA);
- data may be lost, corrupted, or deleted, including your profiles, simulations, and uploaded documents, for example during migrations, resets, or outages. You are responsible for keeping your own copies;
- Outputs are generated partly by statistical models and third-party AI systems, and may be inaccurate, incomplete, inconsistent, or out of date;
- we may suspend or permanently shut down the Service, or any part of it, at any time.

3.3 No investment, legal, tax, or financial advice. The Service is a decision-support and research tool. Outputs, including fit scores, round classifications, and extracted metrics, are not investment advice, recommendations, solicitations, or offers to buy or sell any security, and do not take your personal circumstances into account. We are not an investment firm, adviser, or broker. You alone are responsible for your investment decisions and should verify all information independently and consult qualified professionals.

3.4 AI-generated content. Parts of the Output are produced by AI models provided by third parties (currently OpenAI). Treat Output as a draft to be checked, not as fact.

3.5 Third-party infrastructure. The Service runs on third-party providers, including Railway (hosting), Cloudflare (DNS, network and edge functions), Clerk (authentication) and OpenAI (AI processing). Their outages, changes or policies may affect the Service, and we are not responsible for them.

3.6 Acceptance of risk. You use the Service at your own risk and choose whether to rely on it.

4. Accounts

4.1 Creating an account. You can sign up with an email address and password, or with "Continue with Google". Authentication is provided by our third-party provider, Clerk, Inc. If you use Google sign-in, Google's terms also apply to your Google account. Give accurate information and keep it up to date.

4.2 Your responsibilities. You are responsible for keeping your credentials confidential, for all activity under your account, and for telling us promptly at data@alphaspark.it if you suspect unauthorised use. Accounts are personal and may not be shared or transferred without our consent.

4.3 Organisation accounts. If you register on behalf of an organisation, you confirm that you are authorised to bind it to these Terms.

5. License to use the Service

5.1 Subject to these Terms, we grant you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your own internal investment-research and professional purposes.

5.2 We (and our licensors) keep all rights, title, and interest in the Service, including its software, schemas, taxonomies, scoring models, design, and brand. Nothing in these Terms transfers any of these rights to you, except the limited licence above.

5.3 Feedback. If you send us ideas or suggestions, we may use them freely and without obligation to you.

6. Acceptable use

You agree not to (and not to let anyone else):
1. upload content you do not have the right to share, including documents covered by a confidentiality agreement or NDA that does not allow this use;
2. upload unlawful, defamatory, infringing, or harmful content, or malware;
3. use the Service to violate any law, including securities, data protection, or anti-money-laundering laws, or to mislead investors or founders;
4. upload special categories of personal data (such as health data) or children's data, unless this is strictly necessary and lawful;
5. probe, scan, or test the Service's vulnerabilities, or bypass authentication, rate limits, or security measures;
6. reverse engineer, decompile, scrape, or copy the Service or its schemas or models, except where the law expressly allows this;
7. use the Service or its Outputs to build a competing product, or to train machine-learning models;
8. overload the Service, or access it by automated means other than an interface we provide;
9. resell, sublicense, or provide the Service to third parties without our written permission;
10. impersonate anyone, or misrepresent your affiliation with any person or entity.

We may investigate suspected violations and take any action under section 11.

7. User Content

7.1 Ownership. You keep all rights in your User Content. Subject to the rights of third parties and to our underlying technology, you may use your Outputs as you wish.

7.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit, and display your User Content, and to share it with our service providers (including our AI model provider, OpenAI, under terms that do not allow it to use your content to train its models), solely to operate, secure, and improve the Service and to provide it to you. We may also create aggregated or de-identified data that does not identify you or any individual, and use it to improve the Service. This licence ends when you delete the content or your account, except for residual backup copies, which are deleted on our normal schedule, and as required by law.

7.3 Your warranties. You represent and warrant that you own or have all necessary rights, permissions, and lawful bases (including under data protection law and any confidentiality obligations) to submit your User Content, and to let us process it as described in these Terms and the Privacy Policy, including any personal data of third parties it contains.

7.4 Confidentiality of your content. We will not disclose your User Content to other users unless you choose to share it, and we will treat uploaded documents as confidential, subject to the experimental status of the Service (section 3) and disclosures to service providers and authorities described in the Privacy Policy.

7.5 Sharing and export. If you use sharing features, you control who receives your content, and you are responsible for that choice. Shared investment profiles are published through a public link: anyone with the link can view the shared content until you revoke it, so share links only with people you intend to see the content.

7.6 Moderation and removal. We do not routinely monitor User Content, but we may remove or block any content that we reasonably believe breaches these Terms or the law, or that we are asked to remove by a competent authority.

7.7 Notice of infringing content. If you believe content on the Service infringes your copyright or other rights, send a notice to data@alphaspark.it that includes: your contact details; a description of the work or right concerned; where the content is located; a statement that you believe in good faith that the use is unauthorised; and a statement, under penalty of perjury where applicable, that your notice is accurate and that you are the rights holder or authorised to act for them. We will act on valid notices promptly and may terminate repeat infringers.

7.8 Deleting specific content. You can ask us at data@alphaspark.it to delete a specific uploaded deck or its extracted data without closing your account. If you have uploaded a deck in error, or a founder asks you to remove their information, please do so promptly.

8. Payments and fees

The Service is currently provided free of charge, and we do not collect payment information. If we introduce paid plans, we will tell you in advance, and paid features will be subject to additional terms that you must accept before you are charged. Free use of the experimental Service gives you no right to any future paid features or pricing.

9. Privacy and data handling

How we process personal data is described in our Privacy Policy, which forms part of these Terms. Where you upload personal data about third parties, you are responsible for having a lawful basis to do so.

10. Disclaimers, limitation of liability, and indemnity

10.1 Disclaimer of warranties. To the maximum extent permitted by law, the Service and all Outputs are provided "AS IS" and "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, express, implied, or statutory. This includes, without limitation, any warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability, security, or that the Service will be uninterrupted, error-free, or free of data loss. No advice or information obtained from us or through the Service creates any warranty.

10.2 Limitation of liability. To the maximum extent permitted by law:
(a) we will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, investment returns, opportunities, goodwill, or data, or for the cost of substitute services, arising out of or relating to the Service, the Outputs, or these Terms, even if we were advised of the possibility of such damages;
(b) we will not be liable for any investment or business decision made in reliance on the Service or the Outputs;
(c) our total aggregate liability for all claims arising out of or relating to the Service or these Terms is limited to the greater of (i) the amounts you paid us for the Service in the 12 months before the event giving rise to the claim, and (ii) EUR 100.

10.3 What we do not exclude. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for wilful misconduct or gross negligence (for example, under Article 1229 of the Italian Civil Code), for death or personal injury caused by negligence, or for fraud. Nor does anything in these Terms affect any mandatory rights you may have as a consumer.

10.4 Indemnification. You agree to indemnify and hold harmless Martino Bagini and anyone acting on his behalf (including contractors and interns working on the Service) from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) that arise from: (a) your User Content, including any claim that it infringes third-party rights or breaches confidentiality or data protection law; (b) your breach of these Terms; or (c) your misuse of the Service.

11. Suspension and termination

11.1 By you. You can stop using the Service at any time. To delete your account, email data@alphaspark.it from your registered address or use Account settings → Delete account, once available. Your content, including uploaded decks, is kept until you make this request; it is not deleted automatically, unless the inactive-account rule in our Privacy Policy applies. After we receive the request, we will delete your account data (including your Clerk user record), profiles, uploaded documents, and any analytics data linked to your account in PostHog within 30 days, except for residual backups (deleted on their normal cycle) and data we must keep by law.

11.2 By us. We may suspend or terminate your access, with or without notice, if: you breach these Terms; we reasonably suspect fraud, abuse, or a security risk; the law requires it; or we discontinue the Service or any part of it. Where reasonable, and especially when we discontinue the Service, we will give notice and an opportunity to export your data; because the Service is experimental, this is not guaranteed.

11.3 Effect of termination. When your access ends, your licence ends and your data is handled as described in section 11.1. Sections 3, 5.2, 7.3, 10, 12, and 13, and any other provisions that by their nature should survive, will survive termination.

12. Changes to the Service and these Terms

We may change the Service at any time (see section 3). We may also update these Terms. We will post the new version with a new effective date and, for material changes, notify you by email or in the app at least 15 days before they take effect, unless the changes are required by law or for security reasons. If you continue to use the Service after changes take effect, you accept the updated Terms; if you do not agree, stop using the Service and delete your account.

13. Governing law and disputes

13.1 These Terms are governed by the laws of Italy, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

13.2 For professional users, the courts of Milan, Italy, have exclusive jurisdiction. If you are a consumer, you may also bring proceedings in the courts of your place of residence, and you keep the protection of the mandatory laws of your country of residence. EU consumers may also use their national alternative dispute resolution bodies.

13.3 Before starting proceedings, please contact us at data@alphaspark.it so we can try to resolve the issue informally within 30 days.

14. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Service.
• Severability. If any provision is held invalid, the rest remains in effect, and the invalid provision is limited to the minimum extent necessary.
• No waiver. A failure to enforce a provision is not a waiver.
• Assignment. You may not assign these Terms without our consent. We may assign them, together with the Service, to a company set up to operate AlphaSpark, or in a merger or sale; we will notify you if this happens.
• Force majeure. We are not liable for failures caused by events beyond our reasonable control, including outages or failures of third-party providers such as Railway, Cloudflare, Clerk, Google or OpenAI.
• Language. If these Terms are translated, the English version prevails, to the extent permitted by law.

15. Contact

Martino Bagini (AlphaSpark), Via Arcivescovo Calabiana 6, 20139 Milano (MI), Italy
Email: data@alphaspark.it

Appendix A — Acceptable Use Policy (short version)

Do:
- upload only content you are allowed to share;
- keep your login secure;
- double-check Outputs before relying on them.

Do not:
- upload confidential decks in breach of an NDA, or other people's sensitive data;
- hack, scrape, overload, or reverse engineer the Service;
- use Outputs to train models or build a competing product;
- use the Service to break the law or to mislead founders or investors;
- resell or share access to your account.

Breaches may lead to content removal, suspension, or termination (section 11).

Appendix B — Clauses requiring specific approval

When you create an account, you are asked to approve the following clauses specifically, pursuant to Articles 1341 and 1342 of the Italian Civil Code: 3 (Experimental service, no guarantee); 10.1–10.2 (Disclaimers and limitation of liability); 10.4 (Indemnification); 11.2 (Suspension and termination by AlphaSpark); 12 (Changes to the Terms); 13.2 (Jurisdiction).