Last Updated: May 27, 2026
These Terms of Use (the “Terms”) govern your access to and use of the websites, software-as-a-service platform, mobile experiences, onsite activations, APIs, and related services (collectively, the “Services”) made available by SIRP AI, Inc. (“SIRP AI,” “we,” “us,” or “our”). By accessing or using the Services, signing an order form or statement of work that references these Terms, or clicking “I Agree” (or a similar control), you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “Customer,” “you,” and “your” refer to that entity.
IMPORTANT: These Terms contain provisions governing the resolution of disputes, including exclusive jurisdiction and venue in Delaware, that affect your legal rights. Please read them carefully.
SIRP AI provides an AI-powered sponsorship revenue platform purpose-built for ticketed events and experiences. The Services may include, without limitation: AI-powered sponsor identification and audience-to-brand matching; sponsorship pipeline and deal management; recommended offers and promotional code generation; mobile and onsite activations (including games, kiosks, and QR-based experiences); post-event reporting and analytics; and related tools, APIs, and integrations.
To use most features of the Services, you must register for an account. You agree to (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information; (c) maintain the security and confidentiality of your login credentials; and (d) be responsible for all activities that occur under your account. You must notify us immediately of any unauthorized use of, or other security incident relating to, your account.
You may permit your employees, contractors, and other personnel acting on your behalf (“Authorized Users”) to access the Services, subject to the user limits set forth in your order form or subscription plan. You are responsible for the acts and omissions of your Authorized Users, and for ensuring that each Authorized User complies with these Terms.
We continually improve the Services and may add, modify, or remove features from time to time. We will not make material reductions to the core functionality of the Services during your paid subscription term without providing reasonable advance notice. We may also release beta, preview, or evaluation features (“Beta Services”), which are provided “as is” and may be discontinued at any time.
“Customer Data” means all data, content, files, and information that you or your Authorized Users upload to, generate within, or otherwise submit to the Services, including audience and attendee data, event information, sponsor records, and analytics output derived from your inputs.
As between you and SIRP AI, you retain all right, title, and interest in and to Customer Data. We claim no ownership of Customer Data. Your data is yours, and we do not sell it, share it for advertising purposes, or monetize it outside the scope of providing the Services to you.
You grant SIRP AI a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and create derivative works of Customer Data solely as necessary to (a) provide, secure, and improve the Services for you; (b) prevent or address technical, security, or fraud issues; (c) comply with law or valid legal process; and (d) generate Aggregated and De-Identified Data as described below.
We may create aggregated, anonymized, and de-identified data derived from Customer Data (“Aggregated Data”) that does not identify you, any individual, or any specific event. We may use Aggregated Data for any lawful business purpose, including benchmarking, training and improving our models, research, and product development. Aggregated Data will not contain personal information or information that could reasonably be used to re-identify you or any individual.
You represent and warrant that: (a) you have all rights, consents, and authorizations necessary to provide Customer Data to SIRP AI and to permit our processing of it under these Terms; (b) your collection, use, and disclosure of Customer Data (including personal information of event attendees) complies with all applicable laws, including privacy and data protection laws; (c) you have provided all required notices to, and obtained all required consents from, individuals whose personal information is included in Customer Data; and (d) Customer Data does not infringe, misappropriate, or violate any third-party right.
You agree not to, and not to permit any Authorized User or third party to:
• Use the Services in violation of any applicable law or regulation;
• Upload, transmit, or store any content that is unlawful, defamatory, infringing, harassing, or otherwise objectionable;
• Use the Services to send unsolicited commercial communications (spam) in violation of applicable law;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the Services, except to the extent such restriction is prohibited by law;
• Copy, modify, or create derivative works based on the Services or any portion of them;
• Resell, sublicense, lease, time-share, or otherwise make the Services available to any third party other than Authorized Users, except as expressly permitted;
• Use the Services to build a competitive product or service, or to benchmark performance for the benefit of a competitor;
• Interfere with or disrupt the integrity, security, or performance of the Services, or attempt to gain unauthorized access to the Services or their related systems or networks;
• Use any automated means (including robots, spiders, or scrapers) to access the Services, except as expressly permitted by us;
• Upload to the Services any sensitive personal information for which we have not entered into a separate written agreement, including without limitation government-issued identifiers (e.g., Social Security numbers, passport numbers), payment card account numbers, financial account credentials, protected health information subject to HIPAA, or biometric identifiers;
• Use the Services to train or improve any artificial intelligence or machine learning model that competes with SIRP AI; or
• Encourage or assist any third party in doing any of the foregoing.
If you use SIRP AI’s email, SMS, or MMS messaging functionality (the “Messaging Services”), you acknowledge that such use is subject to applicable laws, regulations, and industry guidelines, including without limitation the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and guidance issued by the Federal Communications Commission (FCC) and CTIA. You are solely responsible for: (i) obtaining all required consents and opt-ins prior to sending messages; (ii) maintaining records of such consent; (iii) honoring opt-out requests promptly; (iv) ensuring all messaging content complies with applicable laws and does not contain misleading or unlawful material; and (v) using only contact data that has been lawfully obtained and permissioned for the intended use. SIRP AI acts solely as a technology and facilitation provider and does not assume responsibility for your compliance with applicable messaging laws. We reserve the right to suspend or restrict access to the Messaging Services in the event of suspected non-compliance, with notice to you where reasonably practicable.
Messaging Services are provided on a credit-based model as set forth in your order form. Purchased and earned messaging credits are non-refundable, non-transferable, have no cash value, and (except as expressly provided in your order form) do not expire while these Terms remain in effect. Upon expiration or termination of these Terms for any reason, all unused messaging credits will expire thirty (30) days following the effective date of termination.
You agree to pay all fees specified in your order form or subscription plan. Our standard pricing combines a fixed monthly platform fee with a performance fee calculated on new sponsorship revenue generated through the Services, as described on our website or in your order form. All fees are stated in U.S. dollars and are non-refundable except as expressly stated in these Terms.
Unless otherwise specified in your order form, fees are invoiced in advance for the platform fee and in arrears for performance fees, and are due net thirty (30) days from the invoice date. You authorize SIRP AI (or our payment processor) to charge any payment method you provide for amounts due.
Any amount not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid in full. If your account is more than fifteen (15) days past due, we may suspend the Services upon notice, without liability to you, until amounts are paid in full.
Fees do not include taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes associated with your purchase of the Services, excluding taxes based on SIRP AI’s net income.
You must notify us in writing of any good-faith billing dispute within thirty (30) days of the applicable invoice date. Undisputed amounts must be paid by their due date.
These Terms begin on the date you first accept them and continue until terminated as set forth below. Subscriptions to the Services have the term set forth in your order form and will automatically renew for successive terms of equal length unless either party gives notice of non-renewal at least fifteen (15) days before the end of the then-current term.
Either party may terminate these Terms for cause upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving notice. We may also suspend or terminate the Services immediately if we reasonably believe your use poses a security risk, is unlawful, or may cause harm to SIRP AI, the Services, or any third party.
Upon termination or expiration: (a) your right to access and use the Services will cease, except as provided below; (b) you will pay all amounts accrued through the effective date of termination, including any Performance Fees due during the Tail Period described in Section 5.5; and (c) all unused messaging credits will expire thirty (30) days following the effective date of termination.
Transition Period. For a period of thirty (30) days following the effective date of termination (the “Transition Period”), you will retain read-only access to the Services for the limited purpose of exporting Customer Data and Insights Data made available to you during the term, in the standard formats supported by the Services (such as PDF reports and CSV exports). Within sixty (60) days following the end of the Transition Period, SIRP AI will securely delete or destroy Customer Data in its possession or control, subject to retention in backups for a limited period and to any retention required by law. Upon your written request, we will provide written certification of such deletion.
Following any expiration or termination of these Terms, you will continue to owe the Performance Fee on Platform-Sourced Revenue resulting from sponsorship opportunities that were active or in negotiation at the time of termination, for a period of twelve (12) months following the effective date of termination (the “Tail Period”). Renewals with previously sourced sponsors that occur after the Tail Period are not subject to the Performance Fee unless these Terms are renewed or otherwise extended.
Sections that by their nature should survive termination will survive, including provisions on Customer Data ownership, fees accrued, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution.
SIRP AI and its licensors retain all right, title, and interest in and to the Services, including all software, models, algorithms, user interfaces, designs, documentation, and the SIRP AI name, logos, and trademarks. No rights are granted to you except those expressly set forth in these Terms.
“Insights Data” means all analyses, intelligence, reports, outputs, derivations, inferences, scores, classifications, enrichments, correlations, visualizations, and recommendations generated by the Services and made available to you, together with all underlying models, algorithms, methodologies, and know-how used to generate the foregoing. Insights Data does not include Customer Data itself. As between the parties, SIRP AI owns all right, title, and interest in and to Insights Data, including all intellectual property rights therein. SIRP AI grants you a limited, non-exclusive, non-transferable, worldwide, royalty-free license, during the term of these Terms and during the Transition Period, to access and use the Insights Data solely for your internal business purposes in connection with your use of the Services. Following the Transition Period, your license to use Insights Data exported during the term extends to your continued internal business use of such exported materials.
If you provide suggestions, ideas, enhancement requests, or other feedback about the Services (“Feedback”), you grant SIRP AI a perpetual, irrevocable, worldwide, royalty-free license to use and exploit the Feedback for any purpose, without obligation or compensation to you.
The Services may interoperate with third-party products, services, or content, including platforms operated by your sponsors and ticketing providers. SIRP AI does not control and is not responsible for such third-party offerings, and your use of them is governed by their own terms.
“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that reasonably should be understood to be confidential, including the terms of these Terms, business plans, pricing, technology, and Customer Data. The Recipient will use Confidential Information solely to perform under these Terms, protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and not disclose it to third parties except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly known through no fault of the Recipient, was rightfully known by the Recipient without restriction before disclosure, is independently developed by the Recipient without reference to the Discloser’s Confidential Information, or is rightfully received from a third party without restriction. The obligations in this Section will survive for three (3) years following termination of these Terms; provided that obligations relating to trade secrets will survive for so long as such information remains a trade secret under applicable law.
Our collection and use of personal information in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference. We maintain administrative, physical, and technical safeguards designed to protect Customer Data, as further described in our security documentation, which is available upon request. Where we process personal information on your behalf as a service provider or processor, the parties will enter into a Data Processing Addendum if required by applicable law.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SIRP AI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY SPONSORSHIP, REVENUE, OR BUSINESS OUTCOME WILL BE ACHIEVED. AI-GENERATED OUTPUTS, RECOMMENDATIONS, AND MATCHES ARE PROBABILISTIC IN NATURE AND SHOULD BE REVIEWED BY YOU BEFORE BEING ACTED UPON. YOU ARE SOLELY RESPONSIBLE FOR YOUR BUSINESS DECISIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO SIRP AI UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS; (B) YOUR PAYMENT OBLIGATIONS; (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (D) LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
SIRP AI will defend you against any third-party claim alleging that the Services, when used as authorized under these Terms, directly infringe a U.S. patent, copyright, or trademark, and will pay damages and costs finally awarded by a court of competent jurisdiction (or agreed to in settlement) attributable to such claim. SIRP AI will have no obligation under this section for any claim arising from: (a) use of the Services in combination with products or services not provided by SIRP AI; (b) modification of the Services by anyone other than SIRP AI; (c) Customer Data; or (d) your use of the Services in violation of these Terms.
You will defend SIRP AI against any third-party claim arising out of or relating to: (a) Customer Data, including any allegation that Customer Data violates applicable law or infringes any third-party right; (b) your or your Authorized Users’ use of the Services in violation of these Terms; (c) your use of the Messaging Services in violation of TCPA, CAN-SPAM, FCC or CTIA guidelines, or any other applicable law; or (d) any sponsorship offer, redemption, activation, or sponsorship agreement entered into between you and a third party in connection with the Services. You will pay damages and costs finally awarded against SIRP AI (or agreed to in settlement) attributable to such claim.
The indemnifying party’s obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party of the claim, (b) giving the indemnifying party sole control over the defense and settlement of the claim (provided that no settlement that imposes liability or admits fault on the indemnified party may be entered without its consent), and (c) providing reasonable cooperation in the defense.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute by negotiation between executives who have authority to settle the dispute. A party will give the other party written notice of the dispute, and the executives will meet (in person or by videoconference) within thirty (30) days after such notice.
Any dispute arising out of or relating to these Terms that is not resolved informally will be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably consents to the personal jurisdiction and venue of such courts. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Unless you opt out by emailing legal@sirp.ai, you grant SIRP AI a limited license to use your name and logo to identify you as a SIRP AI customer on our website, sales materials, and similar promotional communications, in accordance with any usage guidelines you reasonably provide.
We may modify these Terms from time to time. If we make a material change, we will provide notice (such as by email or through the Services) at least thirty (30) days before the change takes effect, unless a shorter period is required by law. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Services.
Notices to SIRP AI must be sent to legal@sirp.ai with a copy to SIRP AI, Inc., Detroit, Michigan, USA. Notices to you may be sent to the email address associated with your account or posted within the Services.
You may not assign these Terms without our prior written consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all of your assets, provided the assignee is not a competitor of SIRP AI. We may assign these Terms without restriction. Any assignment in violation of this section is void.
Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labor disputes, governmental action, internet or telecommunications failures, or pandemics.
The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
These Terms are for the benefit of the parties only and do not create rights in any third party.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect. The failure of either party to enforce any provision is not a waiver of that or any other provision.
These Terms, together with any order form, statement of work, and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements and understandings on the subject.
Questions about these Terms? Contact us at legal@sirp.ai or write to SIRP AI, Inc., Detroit, Michigan, USA.