Terms of sale

01Parties, scope and applicable version

These terms apply to businesses and consumers. SPONGE THEORY, a French single-member limited liability company with share capital of €750,100, Versailles company registration 531 261 741, registered office 27 rue Maximilien de Robespierre, 78711 Mantes-la-Ville, France, publishes and licenses SPT Models and provides the services for which it is responsible. VAT number: FR60531261741. Contact: contact@sponge-theory.ai; +33 6 78 91 46 82. See the legal notice.

Public purchases are made through Lemon Squeezy, the reseller and transaction seller (“Merchant of Record”), not merely a payment processor. The applicable selling entity is identified at checkout and on your confirmation or invoice. Its buyer terms govern the transaction; these terms and the software licence specify the product and Sponge Theory’s commitments. For direct Enterprise sales, the seller is identified in the accepted quotation. This allocation does not reduce mandatory buyer rights.

The applicable version is supplied before ordering, together with the offer and expressly accepted special terms. Later changes do not retrospectively affect concluded purchases. Print or save these terms and keep your order confirmation. The French and English versions express the same commitments; mandatory rights prevail over translation discrepancies.

02Product, requirements and plans

SPT Models is a general-purpose self-hosted administration and inference platform supplied with source code and documentation. It is not a hosting service or a subscription that includes GPUs. Central deployment requires Docker Swarm. NVIDIA workers need resources, drivers and dependencies compatible with selected models; compatible Apple workers may run natively on macOS. Not every worker type is required simultaneously. Model-specific RAM, VRAM, storage and dependency requirements appear in the documentation and library. Also review the requirements and operating rules. Portainer is recommended without affiliation or compulsory purchase.

• Early Adopter — one-time payment: use on three installations/clusters, with commercial updates released during the twelve months following purchase; no support included.
• Team — annual subscription: up to ten GPU nodes per cluster; commercial updates and priority email support during the paid period. No guaranteed response time, resolution time or availability is included.
• Enterprise: scope, pricing, duration and services specified in an accepted quotation.

The non-exclusive licence allows use and adaptation of delivered code within the purchased scope. Acquired versions remain usable after updates or the subscription end. Reselling the proprietary software or code requires a specific written agreement; open-source component rights remain intact. Installation limits are contractual, with no activation key required. Third-party weights, models and components retain their own terms and restrictions: library inclusion is not universal commercial authorisation. Infrastructure, paid third-party licences and external costs are excluded unless expressly included.

03Prices, taxes and payment

Prices are retrieved from Lemon Squeezy; no fixed price is duplicated in these terms. The pricing page displays prices excluding VAT and, when available, a total including VAT calculated for France. The actual tax-inclusive price depends on country and tax status: total, currency, taxes, billing period and any charges are shown before payment confirmation. If the price source is unavailable, consult the price at checkout. No uniform VAT rate is promised for every country.

Payment is due when ordering, using a method offered by Lemon Squeezy. Billing details must be accurate. An electronic invoice or receipt is associated with the transaction. No additional discount or rebate applies unless included in the offer. Price changes do not alter paid purchases or the current subscription period; a new renewal price is communicated before application, with the ability not to renew and consent where legally required.

Only for business customers directly invoiced by Sponge Theory under a quotation allowing deferred payment, the due date is stated in the quotation and invoice. No early-payment discount applies without written agreement. Late-payment interest accrues from the day after the due date at the applicable European Central Bank refinancing rate plus ten percentage points, together with the statutory €40 recovery fee and, with supporting evidence, additional legally recoverable costs. These business penalties do not apply to consumers or modify the reseller’s transaction terms.

04Ordering and supply

Buyers must have contractual capacity or authority to bind the named organisation. They select a plan, review its features, requirements and total, correct details where necessary, then submit an order with an obligation to pay through Lemon Squeezy. Transaction confirmation is sent to the supplied email address; retain it with the accepted terms.

After payment validation, delivery is by a download link made available through Lemon Squeezy, without physical shipping. No licence key is supplied or required for this delivery. Keep a copy of the downloaded code and documentation. If the link or confirmation is missing, check spam folders and contact the seller or contact@sponge-theory.ai with the order reference, without sharing card details.

If supply fails, consumers may request supply without undue delay or within an expressly agreed additional period. If it still fails, they may terminate under the statutory conditions; immediate termination is available where the law permits, including refusal to supply or failure to meet an essential delivery date. Legally due amounts are refunded within applicable deadlines. Customers install and operate the software unless they expressly purchase that service; this does not exclude remedies for defects in the supplied product.

05Updates, support and renewal

Commercial updates cover versions published during Early Adopter’s twelve months or Team’s paid subscription period. No new-feature schedule is guaranteed. Updates necessary for conformity, including security updates, and statutory guarantees are separate: their duration is not automatically limited to commercial support. Update supply includes relevant installation information and consequences of non-installation.

Early Adopter includes no support service; complaints, guarantees and statutory rights remain available. Team priority support is by email to contact@sponge-theory.ai, covering the software and documented features. Full infrastructure administration, custom development and service-level commitments require a separate agreement. “Priority” does not mean continuous staffing or an SLA.

Team runs for one year and renews annually unless cancelled. Manage the subscription or cancel its next renewal in the Lemon Squeezy customer portal. For requests sent to the reseller, its terms require 48 hours’ notice before the period ends; mandatory rights and a cancellation already confirmed take precedence. Contact us if you encounter difficulties. Confirmation identifies the end date and effects. Non-renewal alone does not entitle you to a refund for the current period, without prejudice to statutory grounds for refunds or early termination.

For contracts subject to automatic-renewal rules, consumers are entitled to a dedicated notice between three months and one month before the non-renewal deadline and to the remedies in the annex below if notice is missing. Rights to use lawfully acquired versions continue after commercial services end. Changes to digital services beyond what is necessary for conformity are permitted only under statutory conditions, including information and termination rights where they adversely affect access or use.

06Withdrawal and refunds

Consumers generally have fourteen days from conclusion of the digital-supply or service contract to withdraw without giving a reason. Send an unambiguous statement to the seller identified on the order before the period expires. You may also send it to contact@sponge-theory.ai or Sponge Theory’s registered office; we will handle obligations for which we are responsible and forward it to the reseller where necessary. The form below is optional. Keep proof of sending. Legally insufficient withdrawal information may extend the period under Article L221-20 of the French Consumer Code.

For paid digital content without a tangible medium supplied before this period ends, losing the right requires all of the following: your prior express consent to early performance, your acknowledgement that you will lose the right, and confirmation of that agreement on a durable medium under Articles L221-13 and L221-28(13). Downloading, activation or general acceptance of terms alone does not demonstrate these three conditions. If they are not met, this exception is not applied against the consumer.

Support and other services follow their own rules: early performance requires an express request. If you then withdraw, only the legally due proportionate amount for services already performed may be charged. Losing the right for a service requires full performance and the legally required agreements; code delivery does not constitute full performance of a year’s support.

For relevant contracts concluded online since 19 June 2026, consumers are also entitled to a free online withdrawal facility and acknowledgement on a durable medium. Subscription cancellation in a billing portal is distinct from withdrawal. The email and postal methods above remain available but do not, by themselves, constitute that statutory online facility; we do not present the Lemon Squeezy portal as verification that it is available.

Where a refund is legally due following withdrawal, it is made without undue delay and within fourteen days of notification, using the original payment method unless you expressly agree to another fee-free method. Transaction processing uses Lemon Squeezy for its sales; its commercial policy does not reduce mandatory rights. No additional commercial “money-back guarantee” is promised. Following withdrawal ending supply, stop using the affected content and making it available to others, subject to applicable statutory rights.

07Statutory digital-content and service guarantees

Statutory guarantees are free of charge and independent of the purchased support level. Send your request to the seller identified on the order and/or Sponge Theory for obligations for which it is responsible, using the section 1 contact details, with a defect description and necessary technical information, without secrets. No packaging or activation key is required. Consumers retain statutory remedies against the trader responsible for the guarantee.

The one-off supply box covers delivered copies and individual supplies; the continuous-supply box applies to elements actually supplied continuously under the contract. Early Adopter’s twelve months of commercial updates do not shorten the delivered copy’s guarantee to twelve months or limit necessary statutory updates to less than their legally required duration. Apply the boxes according to the actual nature of each supply, without artificial duplication or reduction of rights.

08Complaints, liability and disputes

Send complaints to contact@sponge-theory.ai or the registered office, with the order reference, problem and requested remedy. Payment or refund requests for Lemon Squeezy transactions are also addressed to the seller named on the order. The parties seek an amicable solution without delaying statutory remedies or deadlines.

Sponge Theory has not appointed a consumer mediator to date. This does not amount to a consumer waiver or an assertion that mediation obligations have been fulfilled.

Each party’s liability follows its obligations and applicable law. These terms contain no general liability cap or exclusion of legally due guarantees or refunds. Breach, cure and licence-termination rules appear in the terms of use. Force majeure has only its legally prescribed effects and does not remove mandatory rights.

French law governs the relationship with Sponge Theory, subject to mandatory consumer protections of the country of residence where applicable. Competent courts are determined by applicable rules, with no exclusive jurisdiction imposed on consumers. Electronic order documents may serve as evidence under applicable law without reversing statutory burdens of proof. Personal-data processing is described in the privacy policy.

09Annex — renewal and termination

The following French Consumer Code provisions are reproduced in their original language as required by Article L215-4 for relevant contracts: Articles L215-1 to L215-3 and L241-3, in force on 16 September 2026.

English explanation: For automatically renewing fixed-term services, the trader must send a dedicated written reminder three to one months before the non-renewal deadline, clearly highlighting that deadline. Without proper notice, consumers may terminate free of charge after renewal; eligible advances must be refunded within thirty days, less charges for services performed until termination. Late refunds bear statutory interest. Where electronic cancellation rules apply, a free electronic facility and durable confirmation of receipt, end date and consequences must be provided. These provisions also cover non-professional contracting entities. Article L215-2 contains a water/sanitation exception, and L215-1 contains a television/on-demand audiovisual exception; these do not describe SPT Models.