Terms of Service
Short version: russellspc.com, the demos, and our products are offered "as is" by Russell SPC LLC, a Florida company. You must be 18+ to enter into a paid agreement. Demo outputs are AI-generated — informational, not professional advice. Florida law governs. Disputes go to binding arbitration in Martin County, Florida.
1. Acceptance
These Terms of Service ("Terms") govern your access to and use of the website at russellspc.com (the "Site"), the interactive demos hosted on the Site, the Russell SPC consulting and white-label services, the Prompt Sweeper Chrome extension, and any other software, applications, or products offered by Russell SPC LLC (collectively, the "Services"). By accessing or using any of the Services, you agree to these Terms. If you do not agree, do not use the Services.
Specific products may have their own additional terms (for example, the ProfitPath Terms of Service for the ProfitPath Shopify app). Where a product-specific document conflicts with these Terms, the product-specific document controls for that product only.
2. Who We Are
Russell SPC LLC ("Russell SPC," "we," "us," or "our") is a Florida limited liability company based in Hobe Sound, Florida. Contact: [email protected].
3. Eligibility
3.1 Age
You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is higher) to enter into these Terms or to purchase any paid Service. By using a paid Service, you represent and warrant that you meet this age requirement. If you are accessing the Site or running a free demo on behalf of a business, you further represent that you have authority to bind that business to these Terms.
3.2 Not directed to children
The Services are not directed to, marketed to, or designed for use by children under 13. We do not knowingly collect personal information from children under 13. See our Privacy Policy for details.
3.3 Lawful use
You may use the Services only if you are legally permitted to do so in your jurisdiction and only for lawful purposes.
4. The Services
4.1 Website and demos
The Site provides marketing information, public-facing demos of our products (including but not limited to RankRadar, AnswerWeave, SEOrcery, Lead Radar, Rival Vectors, and Prompt Sweeper), and a contact form. The demos may apply rate limits or daily usage counts per browser to prevent abuse.
4.2 Consulting and custom work
If you engage Russell SPC for consulting, custom development, or white-label services, those engagements are governed by a separate written agreement (a statement of work, proposal, or master services agreement). In the event of conflict, the separate engagement agreement controls for that engagement.
4.3 Software products
Russell SPC produces software products including Chrome extensions, Shopify apps, desktop applications, and white-label software. Each product may carry its own terms, end-user license agreement, or app-store terms; those documents govern the product alongside these Terms.
5. AI-generated outputs — important disclaimer
AI outputs can be inaccurate, incomplete, biased, or contradictory. They may reference facts that are out of date, hallucinated, or not applicable to your specific situation.
Outputs are not professional advice. Russell SPC is not your accountant, financial advisor, tax advisor, attorney, marketing agency of record, SEO consultant of record, or fiduciary of any kind, unless we have signed a separate written engagement agreement to that effect. Nothing produced by a demo or an AI-driven product feature constitutes financial, legal, tax, medical, or investment advice. You must independently verify any material claim or recommendation before relying on it, and consult a qualified licensed professional for advice on regulated matters.
6. Acceptable Use
You agree not to:
- Use the Services for any unlawful purpose or in violation of any applicable law or regulation.
- Use the Services to harass, threaten, defame, or harm any person, or to send spam or unsolicited communications.
- Attempt to gain unauthorized access to the Services, our infrastructure, other users' data, or any system or network.
- Probe, scan, or test the vulnerability of any of our systems, or circumvent any security, authentication, or rate-limiting measures.
- Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, prompts, or calculation logic of our products, except to the limited extent applicable law expressly permits despite this restriction.
- Scrape, mirror, or systematically copy content from the Site or its demos beyond ordinary single-user use.
- Submit content you do not have lawful authority over, including personal data of third parties without their consent.
- Use the demos or AI features to generate content that is illegal, defamatory, harassing, infringing, fraudulent, or designed to deceive (for example, to impersonate a person or business).
- Attempt prompt injection, jailbreaks, or other manipulation intended to misuse the AI features.
- Resell, sublicense, or redistribute access to the Services without our prior written consent.
We may rate-limit, suspend, or terminate access for any violation of this section, with or without notice depending on severity.
7. Intellectual Property
7.1 Our property
The Site, its design, copy, code, the Russell SPC brand and logos, and all software products (including their source code, prompts, schemas, calculation logic, and brand assets) are owned by Russell SPC LLC and protected by copyright, trademark, and other intellectual property laws. Except for the limited use rights expressly granted in these Terms or in a separate written agreement, no rights are granted to you.
7.2 Your content
You retain ownership of any inputs, business details, or content you submit through the demos, contact form, or a paid Service. By submitting content, you grant Russell SPC a limited, non-exclusive, royalty-free license to process that content as necessary to provide the Service you requested (for example, to send your demo inputs to the third-party AI provider so the demo can return a result).
7.3 Demo outputs
Subject to Section 5's disclaimers and Section 6's acceptable-use limits, you may use the text outputs generated by our free demos for your own internal business or evaluation purposes. The underlying demo software, prompts, and prompt structures remain our property.
7.4 Feedback
If you send us suggestions, ideas, or feedback about the Services, you grant Russell SPC a perpetual, irrevocable, royalty-free license to use that feedback without obligation to you.
8. Paid Services, Fees, and Refunds
8.1 Fees
Fees for consulting engagements, custom development, or white-label work are set in the separate engagement agreement for that work. Fees for software products (where applicable) are set on the product's listing page, app store listing, or in-product checkout. All fees are quoted in U.S. dollars unless otherwise stated and are exclusive of applicable taxes.
8.2 Payment
Payment terms (deposits, milestones, recurring subscription cadence, payment processor) are specified in the applicable engagement agreement or product listing. For Shopify-listed apps, billing is handled by Shopify; for Chrome Web Store paid items (if any), billing is handled by Google.
Where an engagement agreement or product listing is silent, the following Russell SPC default terms apply:
- Invoices are due net fifteen (15) days from issuance.
- Project-based and flat-fee engagements require a fifty percent (50%) deposit upon execution of the engagement agreement. Work does not commence until the deposit is received.
- Hourly engagements are billed in 0.25-hour increments, invoiced monthly or upon milestone completion (whichever occurs first).
- Recurring subscription accounts unpaid for more than fifteen (15) days may be suspended without further notice. We may terminate any subscription for non-payment after thirty (30) days.
- Past-due amounts accrue interest at 1.5% per month (or the maximum permitted by Florida law, whichever is lower) from the due date until paid in full.
8.3 Refunds, Cancellation, and Early Termination
Unless explicitly stated otherwise in a product's listing or a separate engagement agreement, the following rules apply.
Project deposits. The 50% deposit for project-based or flat-fee work is non-refundable once work has begun. "Work" includes scoping, discovery, scheduling, and engineering activities performed by Russell SPC following execution of the engagement agreement. If you cancel before any such work has begun, we may retain a reasonable portion of the deposit to cover administrative and scheduling costs and will refund the remainder.
Recurring subscriptions — cancellation notice. Month-to-month subscriptions (including Maintenance Plans, Hosted AI Tool Access plans, and similar) may be cancelled with at least fifteen (15) days' written notice prior to the next billing date. Cancellation takes effect at the end of the then-current billing cycle. We do not prorate refunds for partial months.
Initial-term subscriptions — early termination. If your subscription carries an initial term (for example, an Agency Partner Retainer or Agency-tier AI Tool Access plan with a stated minimum-month commitment), early termination during the initial term requires payment of the fees for the remaining months in that initial term unless we mutually agree otherwise in writing. After the initial term, the subscription auto-renews month-to-month subject to the 15-day cancellation rule above.
Unused allocations do not roll over. Unused hours on Maintenance Plans, unused reports on Growth or Agency Hosted AI Tool Access plans, and similar pre-paid allocations expire at the end of each billing period and are not refundable or transferable to a later period.
One-time license fees (where applicable) are non-refundable after delivery.
Free trials, where offered, may be cancelled at any time before the trial ends with no charge.
Free Services and demos are provided without any refund obligation.
8.4 Chargebacks
If you initiate a chargeback or payment dispute for fees we believe were properly charged, we may suspend the related Service while the dispute is resolved.
9. Third-Party Services
The Services depend on third-party providers including Cloudflare (hosting, CDN, bot protection), Google (Fonts, Places, Maps, Gemini), Anthropic (Claude), OpenAI (directly or via OpenRouter), Shopify, the Chrome Web Store, and public CORS proxies (as disclosed in our Privacy Policy). Your use of those third-party services is governed by their own terms and privacy policies. We are not responsible for third-party services and do not guarantee their availability, accuracy, or continued existence.
10. Service Availability
We aim to keep the Site and demos available continuously but do not guarantee uptime. The Services may be unavailable from time to time due to maintenance, third-party outages (especially Cloudflare and our AI providers), or factors outside our control. No service-level credits or refunds are provided for downtime on free Services. For paid Services, any service-level commitments are set in the applicable engagement agreement.
11. Termination
11.1 By you
You may stop using the free Site and demos at any time. For paid Services, your termination rights are governed by the applicable engagement agreement or product listing. As a default where the agreement is silent: project-based engagements may be terminated by either party on thirty (30) days' written notice (subject to payment for work performed through the effective date); month-to-month subscriptions may be cancelled with fifteen (15) days' written notice prior to the next billing date; and initial-term subscriptions may be terminated early subject to the remaining-months obligation in Section 8.3. Software products may also be terminated by uninstalling them where applicable.
11.2 By us
We may suspend or terminate your access to any Service at any time, with or without notice, for material breach of these Terms, for misuse of AI features, for unlawful activity, for non-payment, or where required by law. We may discontinue any free Service entirely at our discretion. For paid Services, termination by us for convenience is governed by the applicable engagement agreement.
11.3 Effect
Termination ends your right to use the affected Service. Sections 5, 7, 8.3, 8.4, 12, 13, 14, 15, and 16 survive termination.
12. Disclaimer of Warranties
THE SERVICES, INCLUDING THE SITE, THE DEMOS, ALL AI OUTPUTS, AND ALL SOFTWARE PRODUCTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY OF AI OUTPUT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VULNERABILITIES, OR THAT ANY DEFECTS WILL BE CORRECTED. NO INFORMATION OBTAINED FROM US, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUSSELL SPC LLC AND ITS OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR DAMAGES ARISING FROM YOUR RELIANCE ON AI-GENERATED OUTPUTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO RUSSELL SPC FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).
Some jurisdictions do not allow exclusion of certain warranties or limitation of certain damages; in those jurisdictions, our liability is limited to the smallest amount permitted by law.
14. Indemnification
You agree to defend, indemnify, and hold harmless Russell SPC LLC and its officers, members, employees, contractors, and agents from any claim, demand, loss, damage, cost, or expense (including reasonable attorneys' fees) brought by a third party and arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or any right of a third party (including intellectual property and privacy rights); or (d) any content you submit through the Services.
15. Governing Law and Dispute Resolution
15.1 Governing law
These Terms are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Informal resolution first
Before filing a formal claim, you agree to first contact us at [email protected] and attempt in good faith to resolve the dispute informally for at least 30 days.
15.3 Binding arbitration
If informal resolution fails, any dispute arising out of or relating to the Services or these Terms shall be resolved by binding arbitration held in Martin County, Florida (or by video conference at the arbitrator's discretion), conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect on the date the arbitration demand is made. The parties shall attempt to agree on a single neutral arbitrator within thirty (30) days after a written demand for arbitration is served. If the parties cannot agree within that period, the arbitration shall be administered by the AAA, which shall appoint the arbitrator in accordance with its Rules. The arbitrator's decision shall be final and may be entered as a judgment in any court of competent jurisdiction. You and Russell SPC each waive any right to a jury trial.
15.4 Class-action waiver
Disputes shall be brought only in your individual capacity, not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate claims of multiple parties.
15.5 Small-claims exception
Either party may bring qualifying claims in the small-claims court of Martin County, Florida instead of arbitration, provided the claim stays in that court.
15.6 Injunctive relief
Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information.
16. Miscellaneous
16.1 Entire agreement
These Terms, together with our Privacy Policy and any product-specific or engagement-specific agreement, constitute the entire agreement between you and Russell SPC LLC regarding the Services and supersede any prior agreements or understandings on the subject.
16.2 Severability
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable while preserving its intent.
16.3 No waiver
Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.
16.4 Assignment
You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
16.5 No agency
Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Russell SPC.
16.6 Force majeure
Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, acts of government, labor disputes, internet outages, third-party-provider outages, or other force majeure events.
17. Changes to These Terms
We may update these Terms from time to time. When we do, we will update the "Last updated" date at the top of this page. Material changes will be announced on russellspc.com, and where you have an active paid Service we will provide reasonable advance notice (typically 30 days). Your continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms.
18. Contact
Questions about these Terms? Contact us:
Russell SPC LLC
Hobe Sound, Florida
Email: [email protected]