These Terms of Service ("Terms") govern your access to and use of the Dirt platform, websites, and related services (collectively, the "Service") operated by SP09, Inc., a Delaware corporation ("SP09," "we," "us," or "our"). By accessing or using the Service, or by signing an order form or subscription agreement that references these Terms, you ("Customer," "you," or "your") agree to be bound by these Terms.

Dirt is a software platform that automates pre-development workflows for land development, including site feasibility analysis, zoning intelligence, utility tracking, environmental constraint mapping, financial modeling, and deal pipeline management. The Service combines data you provide with data we compile from public and third-party sources to generate analyses, models, and other outputs ("Outputs").
We may update, modify, or enhance the Service from time to time. We may also add or remove features. We will not materially decrease the core functionality of a paid subscription during a paid term without notice.

The Service is offered solely to businesses and their authorized representatives located in the United States. By using the Service, you represent that you are using it on behalf of a business, that you are authorized to bind that business to these Terms, and that the business is organized in or operating from the United States.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized use. You are responsible for the acts and omissions of your authorized users.

3.1 Customer Data. "Customer Data" means any data, files, documents, or information that you or your authorized users upload to or input into the Service, including your proprietary site information, deal pipeline data, and project files. As between you and SP09, you retain all right, title, and interest in and to Customer Data. You grant SP09 a limited, non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data solely as necessary to provide and maintain the Service for you, to prevent or address technical or security issues, and as otherwise instructed by you.

‍3.2 No Training on Customer Data. SP09 will not use your Customer Data to train, fine-tune, or improve any machine learning models, except where data has been fully aggregated and de-identified such that it cannot reasonably be associated with you, your users, or any specific project. We do not sell Customer Data.

‍3.3 Platform Data. "Platform Data" means data that SP09 compiles, aggregates, licenses, or derives from public records and third-party sources (such as parcel, zoning, environmental, and utility data), together with any enhancements, structures, or derivations we create. As between the parties, SP09 (or its licensors) owns all right, title, and interest in Platform Data. Your subscription grants you a limited, non-exclusive, non-transferable right to access and use Platform Data through the Service during your subscription term, for your internal business purposes only. You may not extract, scrape, resell, redistribute, or create competing datasets from Platform Data.

‍3.4 Outputs. Subject to your payment of fees and compliance with these Terms, you may use Outputs generated for you for your internal business purposes. Outputs may incorporate Platform Data and remain subject to the restrictions in Section 3.3.

This section is important. Please read it carefully.

‍The Service produces analyses, estimates, models, and other Outputs that draw on public and third-party data sources and automated processing, including artificial intelligence. Outputs are provided for informational purposes only and are not professional advice. SP09 is not a law firm, engineering firm, surveyor, title company, environmental consultant, financial advisor, or appraiser, and the Service does not provide legal, engineering, surveying, environmental, financial, investment, or appraisal advice.

You acknowledge and agree that:

You agree not to: (a) use the Service in violation of any law; (b) upload data you do not have the right to upload; (c) reverse engineer, decompile, or attempt to derive source code from the Service; (d) scrape, extract, or harvest Platform Data except through features provided for that purpose; (e) resell or provide the Service to third parties except as expressly permitted; (f) interfere with or disrupt the integrity or performance of the Service; or (g) use the Service to build a competing product.

6.1 Fees. You agree to pay the fees set out in the applicable order form, subscription plan, or invoice. Unless stated otherwise, fees are quoted and payable in US dollars and are exclusive of taxes.

‍6.2 Payment Methods. We accept payment by (a) credit card or other electronic payment processed through our third-party payment processor (currently Stripe), and (b) invoice with payment by bank transfer (ACH or wire) on net terms stated on the invoice. By providing a payment method, you authorize us (and our processor) to charge applicable fees.

‍6.3 Invoicing and Late Payment. Invoiced amounts are due within the period stated on the invoice (default: net 30). Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and we may suspend the Service for non-payment after reasonable notice.

‍6.4 Renewal. Subscriptions renew automatically for successive terms equal to the prior term unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.

‍6.5 Taxes. You are responsible for all sales, use, and similar taxes, excluding taxes on SP09's net income.

These Terms remain in effect while you use the Service or have an active subscription. Either party may terminate for material breach not cured within 30 days of written notice. We may suspend access immediately for non-payment, security risk, or violation of Section 5.


Upon termination, your right to access the Service ends. We will make Customer Data available for export for a limited period (default: 30 days) after termination, after which we may delete it in the ordinary course, subject to our Privacy Policy and legal retention requirements.

Each party may receive confidential information of the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and contractors who need to know and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully received from a third party.

EXCEPT AS EXPRESSLY STATED, THE SERVICE, PLATFORM DATA, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SP09 DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DATA OR OUTPUTS WILL BE ACCURATE OR COMPLETE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EACH PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO SP09 IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You will indemnify and defend SP09 against third-party claims arising from your Customer Data, your use of the Service in violation of these Terms, or your violation of law. SP09 will indemnify and defend you against third-party claims that the Service, as provided by SP09, infringes that third party's US intellectual property rights, subject to customary exclusions and procedures.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute not subject to other agreed resolution.

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or in-product notice). Your continued use after changes take effect constitutes acceptance.

These Terms, together with any order form and our Privacy Policy, are the entire agreement between the parties regarding the Service. If any provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets. Failure to enforce a provision is not a waiver.

Questions about these Terms can be directed to:

Email: legal@godirt.ai
SP09 Inc. 6 Liberty Square, #266 Boston, MA 02109