Dolphwin Terms of Service

These Terms of Service (“Terms”) are an agreement between SparkIntell Inc., a Texas corporation doing business as Dolphwin (“Dolphwin”, “we”, “us”), and the business or organization that creates an account, obtains an API key, or otherwise uses the Service (“Customer”, “you”). The individual accepting these Terms confirms they are authorized to bind that organization.

By accessing or using the Service, you agree to these Terms, the Acceptable Use Policy (the “AUP”), and any order form or plan description you accept (an “Order”). If you do not agree, do not use the Service.

1. The Service

1.1 What Dolphwin does. Dolphwin is a research tool for businesses. It searches public, official sources (for example SEC EDGAR, the GLEIF Legal Entity Identifier system, SAM.gov and state business registries) for information about companies and other legal entities. It returns what those sources state, together with a citation for each item (source address, retrieval time and a cryptographic fingerprint of the retrieved document) (each output, a “Receipt”). Access methods include the website, the REST API and the Model Context Protocol (“MCP”) server (together, the “Service”).

1.2 What Dolphwin is not. Dolphwin does not:

1. determine or certify the beneficial ownership of any entity under 31 C.F.R. § 1010.230, the Corporate Transparency Act, or any other law;

2. verify identity, or perform primary verification for any customer due diligence (“CDD”), know-your-customer (“KYC”) or know-your-business (“KYB”) program;

3. provide legal, compliance, investment, credit or tax advice; or

4. furnish “consumer reports” within the meaning of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”), or any similar state law.

1.3 Statuses and labels. Receipts label each finding with a status, such as corroborated, disclosed_by_company, unconfirmed_lead, confirmed or not_found. Each status is defined in the Service documentation (the “Status Definitions”, Annex A). Statuses describe the evidence found. They are not a judgment about any entity or person, and they are not a risk score.

1.4 Where the information comes from. The Service shows information from public records: records kept by government agencies (for example state business registries, the SEC and other federal agencies) and by other official public registries (for example the Global Legal Entity Identifier system). The only other information the Service shows is information a company or a customer gives us directly, such as a signed ownership statement or a confirmation (together, “Submitted Information”). Each item in a Receipt says which kind it is and where it came from. Submitted Information is labeled as such. Dolphwin does not verify Submitted Information except as the Receipt describes, and the person who submitted it is responsible for its accuracy (see the Ownership Statement Terms).

1.5 We work hard to get it right, and public records have limits. We take reasonable care to collect, match and present public records accurately, and we test our results and publish how they perform. But we do not control the sources. Public records can be incomplete, out of date, delayed or wrong. They can change after we retrieve them. Two companies can have similar names. A source that has no record does not prove that no record, parent or owner exists. A merger filing can describe a transaction that has not closed yet.

1.6 If something is wrong, tell us. Anyone can report an error at corrections@dolphwin.com or through the Corrections Policy. We review every report, correct what the evidence supports, and keep a record of the change. We do not change what a government record itself says.

1.7 Coverage. What Dolphwin searches differs by state. Section 17 explains coverage, and Section 18 explains how to request a state’s official record where Dolphwin doesn’t search.

2. Accounts and API keys

2.1 You must give accurate account information and keep it up to date.

2.2 API keys are confidential. Do not share, publish or embed them in client-side code. You are responsible for all activity under your keys. Tell us promptly at security@dolphwin.com if a key is compromised.

2.3 AI agents. You may connect the Service to software agents, including large-language-model agents (“Agents”), through the API or the MCP endpoint, using your own keys. Every Agent acting under your account or keys is acting for you: anything it does is treated as your own act, including compliance with these Terms and the AUP, and its lookups count against your plan. Each Receipt an Agent obtains records the name the Agent gave when it connected. You must configure Agents so that they pass status labels through unchanged and do not present unconfirmed_lead findings as established facts.

3. Your obligations and permitted purpose

3.1 Permitted purpose. You may use the Service only for legitimate business research about legal entities. Examples: vendor and counterparty due diligence, KYB research, sanctions and compliance research support, procurement, M&A, investment research and journalism.

3.2 No FCRA purpose. You will not use the Service, or any Receipt, in whole or in part, as a factor in establishing any individual’s eligibility for credit, insurance, employment, housing, a government license or benefit, or any other purpose covered by FCRA § 604 (15 U.S.C. § 1681b). You will not use it for any purpose that would make Dolphwin a “consumer reporting agency”.

3.3 No targeting of individuals. You will not use the Service to locate, profile, monitor, harass or contact any individual, or to compile information about an individual as such. The Service is organized around entities. Individuals’ names can appear because a public filing names them (for example, a director named in a proxy statement), and must not be extracted for these purposes.

3.4 Compliance. You will comply with all laws that apply to your use, including privacy, data-protection, anti-discrimination, sanctions and export laws.

3.5 Your own verification. You remain solely responsible for your compliance programs and decisions. That includes any primary verification, beneficial-ownership certification or enhanced due diligence your policies or the law require.

3.6 Your decisions, your risk. The Service is a research aid. It does not make decisions, and it is not legal, compliance or financial advice. You use the Service and Receipts at your own risk. You are solely responsible for reviewing, checking and interpreting every Receipt before you act on it, for deciding whether it is enough for your purpose, and for every decision you or your Agents make with it. Where a decision matters, confirm the key facts with the original source (each Receipt links to it) or with the company.

4. Receipts and your use of output

4.1 License to Receipts. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable license, during your subscription and afterwards for records you retained while subscribed, to use, copy and store Receipts for your internal business purposes. That includes placing them in your case files, audit records and regulatory submissions.

4.2 Restrictions. You will not:

1. resell, sublicense or redistribute Receipts or Service output as a data product or a competing service;

2. publish Receipts in bulk, or make them searchable by the public;

3. use the Service to build or train a dataset or model whose purpose is to replicate the Service, or extract output in bulk (by scraping, automated querying beyond your plan, or otherwise) to train or fine-tune any machine-learning model; or

4. remove citations, status labels or disclaimers from a Receipt that you share with a third party.

4.3 Third-party source terms. Public sources have their own terms. Some are public domain, and some carry license or attribution requirements (see the Data Sources Register). Where a source’s terms apply to output, you agree to comply with them. We keep a current list at [dolphwin.com/legal/sources].

5. Feedback and confirmations

5.1 The Service lets you confirm or reject entity matches and parent relationships (“Feedback”). Feedback improves results for all customers.

5.2 You grant Dolphwin a perpetual, irrevocable, worldwide, royalty-free license to use Feedback to operate and improve the Service. We may also include it in de-identified form in results shown to other customers, for example “confirmed by a Dolphwin user”. We will not disclose your identity as the source of Feedback without your consent.

5.3 Give Feedback only when you have a reasonable basis for it. Do not give Feedback you know to be false.

6. Customer data

6.1 “Customer Data” means the queries, entity lists, notes and Feedback you submit, and your account information. As between the parties, you own Customer Data.

6.2 We process Customer Data to provide, secure, support and improve the Service, as described in our Privacy Policy. We do not sell Customer Data, and we do not use your queries to tell anyone else what you are researching.

6.3 Query logs. We keep a log of queries and Receipts so that each Receipt can be reproduced. The retention period is set out in the Privacy Policy.

7. Fees

7.1 Plans. Fees and usage limits are as stated on the pricing page when you subscribe, or in your Order.

7.2 Self-serve subscriptions (paid by card through our payment processor, Stripe):

1. Billing and renewal. Fees are charged in advance at the start of each monthly or annual period. Your subscription renews automatically for the same period at the then-current price until you cancel.

2. Cancelling. You can cancel at any time in your account (or by writing to support@dolphwin.com). Cancellation takes effect at the end of the period you have paid for. You keep access until then.

3. Refunds. Fees already paid are non-refundable, and we do not give refunds or credits for partial periods or unused lookups, except where the law requires it or where we end your subscription without cause (then we refund the unused part of the prepaid period). If you believe you were charged in error, tell us within 60 days.

4. Price changes. We will give at least 30 days’ notice by email before a price change takes effect. It applies from your next renewal. If you do not agree, cancel before it applies.

5. Failed payments. If a payment fails and is not fixed within 14 days, your account returns to the free plan.

6. Payment details. Card details are handled by Stripe under its terms. Dolphwin never sees or stores your full card number.

7.3 Taxes. Fees exclude taxes. We add sales tax where the law requires it (for example Texas sales tax on data-processing and information services). You are responsible for taxes other than taxes on our income. If you are tax-exempt, send us your exemption certificate.

7.4 Invoiced plans. Under an Order, fees are invoiced as stated in the Order and due within 30 days. We may suspend access for undisputed amounts more than 15 days overdue, after giving notice.

7.5 Free plan. Free access is provided as-is. It may be rate-limited, changed or withdrawn at any time.

8. Availability and changes

8.1 We aim for high availability but do not guarantee uninterrupted service unless an Order includes a service-level commitment.

8.2 Public sources may change, rate-limit or withdraw their data. We may add, change or remove sources and features. We will give reasonable notice of material reductions in functionality for paid plans.

9. Confidentiality

Each party will protect the other’s non-public information that it receives in connection with the Service with at least reasonable care, and use it only to perform under these Terms. This does not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient, is independently developed, or is lawfully received from a third party. Disclosure is permitted where required by law, with prompt notice where lawful.

10. Intellectual property

10.1 Dolphwin and its licensors own the Service, the software, the ledger structure, the status methodology, and all improvements, including improvements derived from aggregated Feedback. No rights are granted except as expressly stated.

10.2 Facts in public records are not owned by Dolphwin. Our compilation, selection, arrangement, citations and methodology are protected to the extent the law allows.

11. Warranties and disclaimers

11.1 Each party warrants that it has authority to enter into these Terms.

11.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, ALL RECEIPTS AND ALL SUBMITTED INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. DOLPHWIN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, COMPLETENESS OR CURRENCY OF ANY INFORMATION. DOLPHWIN DOES NOT WARRANT THAT ANY PUBLIC RECORD OR SUBMITTED INFORMATION IS ACCURATE OR COMPLETE, THAT ANY ENTITY’S OWNERSHIP OR CONTROL IS AS STATED, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

11.3 No reliance on other statements. You agree that you are not relying on any statement, description or promise that is not in these Terms or an Order, including marketing material, examples or accuracy figures. Published accuracy figures describe past tests on a sample and are not a promise about any individual result.

12. Indemnification

12.1 By you. You will defend and indemnify Dolphwin against third-party claims arising from: (a) your use of the Service in breach of these Terms or the AUP, including any FCRA-covered or individual-targeting use; (b) decisions you or your Agents make using Receipts; or (c) Customer Data.

12.2 By us. We will defend and indemnify you against third-party claims alleging that the Service software, as provided by us, infringes a U.S. patent, copyright or trademark. This excludes claims arising from source data, Customer Data, combinations with items we did not provide, or use in breach of these Terms. Our options include modifying the Service or terminating and refunding prepaid fees for the unused term.

12.3 The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defense and settlement. No settlement may impose admissions or obligations on the indemnified party without its consent.

13. Limitation of liability

13.1 TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, DATA OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY.

13.2 TO THE FULLEST EXTENT THE LAW ALLOWS, DOLPHWIN’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE FEES YOU PAID IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US$100 IF YOU PAID NOTHING. This limit applies in total, not per claim.

13.3 Sections 13.1 and 13.2 do not limit: your payment obligations; your indemnification obligations; liability for your breach of Section 3 (permitted purpose) or Section 4.2 (restrictions); liability for a party’s fraud, gross negligence or wilful misconduct; or any liability that cannot be limited by law.

13.4 These limits are an essential part of the bargain. The fees reflect them, and Dolphwin would not provide the Service without them.

14. Term, suspension and termination

14.1 These Terms apply while you use the Service. Paid subscriptions run for the term in the Order and renew as stated there.

14.2 We may suspend access immediately, and terminate on notice, if you breach Section 3, Section 4.2 or the AUP, or if your use creates legal risk for Dolphwin or others.

14.3 Either party may terminate for material breach not cured within 30 days after written notice.

14.4 On termination, your access ends. Sections 4.1 (for retained Receipts), 4.2, 5.2, 6, 9, 10, 11.2, 12, 13, 15, 16, 17.3, 18.5 and 18.6 survive.

15. Governing law and disputes

15.1 These Terms are governed by the laws of the State of Texas, excluding its conflict-of-laws rules.

15.2 Talk to us first. Before starting any formal proceeding, the party with the dispute will send a written description to the other (to legal@dolphwin.com for Dolphwin), and both will try in good faith to resolve it within 30 days.

15.3 Binding arbitration. If it is not resolved, any dispute arising out of or relating to these Terms or the Service will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, in Texas (or by video, if the parties agree). The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any competent court.

15.4 CLASS AND JURY WAIVER. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

15.5 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive relief in any competent court to protect its confidential information or intellectual property, or to stop a breach of Section 3 or 4.2. Any court proceeding allowed by this Section will be in the state or federal courts in Texas, and each party consents to venue there.

15.6 Time limit. Any claim must be brought within two years after it arises, or it is barred.

15.7 Opt-out. You may opt out of arbitration (15.3) by writing to legal@dolphwin.com within 30 days after you first accept these Terms. Opting out does not affect the rest of these Terms.

16. General

16.1 Acceptance and changes. You accept these Terms by checking the box and creating an account (or by signing an Order). We keep a record of the version you accepted, when, and from which account. We may update these Terms. For material changes we will give at least 30 days’ notice to paid customers by email or in the Service, and ask you to accept the new version when you next sign in. Changes do not apply to disputes that arose before they took effect.

16.2 Assignment. Neither party may assign these Terms without consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets, with notice.

16.3 Notices. Notices to Dolphwin go to legal@dolphwin.com and SparkIntell Inc., Texas (postal address on request). Notices to you go to your account email.

16.4 Export and sanctions. You represent that you are not located in, and are not owned or controlled by persons in, a comprehensively sanctioned jurisdiction. You also represent that you are not listed on a U.S. government restricted-party list.

16.5 Entire agreement. These Terms, the AUP, the Privacy Policy and any Order are the entire agreement. If they conflict, the Order controls, then these Terms, then the AUP. There is no waiver unless it is in writing. If a provision is unenforceable, the rest remains in effect. The parties are independent contractors.

16.6 U.S. Government users. The Service is commercial computer software and documentation, provided with only the rights given to all other customers.

17. Coverage

17.1 Coverage varies by state. Dolphwin answers from official public records. States publish different information: some list who runs a company, some only the registration, and some publish no open data. The Coverage page shows what Dolphwin searches in each state and how current each source is.

17.2 Outside listed coverage. Where a state’s records aren’t available to Dolphwin, an answer may be limited to federal and multi-state records. You can ask the company for a signed ownership statement, or, on eligible plans, request the official record from that state (Section 18).

17.3 Coverage changes. Coverage changes as states change what they publish. Dolphwin doesn’t represent that an answer is complete for a state outside its listed coverage.

18. Official record requests

18.1 What it is. On eligible plans (Pro, Team and Enterprise), you can ask Dolphwin to obtain a company’s public record from the official channel of a state that Dolphwin doesn’t search, for example the company’s latest annual report, statement of information or certificate of status (an “Official Record”). A person at Dolphwin requests it from the state’s official website or office on your behalf and delivers it to your account.

18.2 Price. Your plan includes a number of Official Record requests each calendar month, as shown on the pricing page. Included requests don’t carry over to the next month. Beyond them, you pay the fee the state charges for the record, at cost, with no handling fee, from your prepaid credit:

1. When you make a request, up to $15 of your credit is held.

2. You are charged only the state’s actual fee, and only when we deliver the record. The rest of the hold is released to your credit.

3. If the state’s fee is more than the amount held, we ask you before we order. You can approve the fee, and the difference is held, or decline it, and the full hold is released.

4. An included request covers the state’s fee up to the same amount. A fee above it is handled as in (c).

5. If the state has no record we can obtain, or we haven’t delivered within 7 days, the request closes, the hold is released in full and an included request is returned to you.

Taxes are handled under Section 7.3.

18.3 Records we already have. If Dolphwin obtained the same record for the same company from the same state in the last 180 days, we may deliver that copy at once, at no charge and without using an included request. The record shows the date Dolphwin obtained it.

18.4 Fair use. Official Record requests are for researching specific companies. Each account may have up to 5 requests open at a time, make up to 20 requests a day, and make up to 100 requests beyond its included requests each calendar month. We may decline a request that looks like a search for an individual, an attempt to collect records in bulk, or other misuse of the Service. We may pause requests on an account with a payment dispute or a suspended account.

18.5 What the state decides. Each state decides which records it keeps and releases, and how quickly. We don’t guarantee that a state holds, or will release, a given record. An Official Record is the state’s document as the state provides it. Dolphwin doesn’t change it or verify its contents, and Section 11 applies to it.

18.6 Your use of Official Records. Official Records are for your own business use, like Receipts under Section 4.1. You may not resell them, or redistribute them in bulk, and Section 4.2 applies to them. You will follow any terms the state attaches to its records.

Annex A — Status Definitions (summary; the Service documentation controls)