Terms of Service

Effective as of July 12, 2024

Welcome to Spawn Tools LLC ("Spawn", "we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of Spawn's website, mobile application, and other online products and services (collectively, the "Services").

Please read these Terms carefully. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

Table of Contents

1. Definitions

"Services" refers to Spawn's website, mobile application, AI tools, and other online products and services.

"User", "you", or "your" refers to any individual or entity using our Services.

"User Content" means any content, including text, images, or data that you submit, upload, or transmit through the Services.

"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

2. Account Creation and Responsibilities

2.1 Eligibility: To use the Services, you must be at least 18 years old and capable of forming a binding contract with Spawn. If you are accessing the Services on behalf of a business or entity, you represent and warrant that you have the authority to bind that business or entity to these Terms.

2.2 Account Creation: To access certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

2.3 Account Security: You are responsible for safeguarding your account credentials and for any activities or actions under your account. You agree to notify Spawn immediately of any unauthorized access to or use of your account.

2.4 Prohibited Account Actions: You may not:

  • Share your account credentials with any third party
  • Transfer your account to another person or entity without Spawn's prior written consent
  • Use another user's account without permission
  • Attempt to circumvent any account-related security measures

3. License and Ownership

3.1 License Grant: Subject to these Terms, Spawn grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your personal or internal business purposes.

3.2 Ownership: The Services, including all intellectual property rights therein, are and will remain the exclusive property of Spawn and its licensors. Nothing in these Terms grants you any right, title, or interest in the Services beyond the limited license set forth above.

3.3 Feedback: Any feedback, suggestions, or ideas you provide regarding the Services may be used by Spawn without any obligation to compensate you.

3.4 User Content: You retain ownership of any content you submit, post, or display through the Services ("User Content"). By submitting User Content, you grant Spawn a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in connection with providing and promoting the Services.

4. Acceptable Use Policy

You agree not to engage in any of the following prohibited activities:

  • Violating any applicable laws, regulations, or third-party rights
  • Using the Services for any illegal or unauthorized purpose
  • Interfering with or disrupting the integrity or performance of the Services
  • Attempting to gain unauthorized access to the Services or related systems
  • Reproducing, duplicating, copying, selling, or reselling any portion of the Services
  • Transmitting any viruses, malware, or other harmful computer code
  • Collecting or harvesting any information about other users without their consent
  • Impersonating any person or entity or falsely stating your affiliation with a person or entity
  • Using the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services

5. Ethical AI Use and Considerations

5.1 Commitment to Ethical AI: Spawn is committed to developing and deploying AI technologies responsibly and ethically. We expect our users to adhere to these principles when using our AI-powered features.

5.2 Prohibited Uses: You agree not to use our AI features for:

  • Generating or promoting hate speech, discrimination, or extremist content
  • Creating deepfakes or other misleading synthetic media without proper disclosure
  • Automating harassment, bullying, or spam
  • Intentionally producing misinformation or disinformation
  • Developing autonomous weapons or other applications intended to cause harm

5.3 Bias and Fairness: While we strive to minimize bias in our AI systems, you acknowledge that AI outputs may reflect biases present in training data or societal biases. You are responsible for critically evaluating AI outputs and ensuring fair use in your applications.

5.4 Transparency: When using AI-generated content in public-facing applications, you agree to provide clear disclosure that the content is AI-generated.

5.5 Human Oversight: You agree to maintain appropriate human oversight and decision-making processes when using our AI features for any consequential applications.

5.6 Privacy and Data Protection: You must ensure that your use of our AI features complies with applicable privacy laws and respects individual privacy rights. This includes obtaining necessary consents for data processing and implementing appropriate data protection measures.

5.7 Reporting Concerns: If you encounter any outputs or behaviors from our AI systems that raise ethical concerns, you agree to report them promptly to our support team.

6. Account Sharing and Enterprise Plans

6.1 Individual Accounts: Unless explicitly permitted by these Terms or a separate agreement with Spawn, individual account credentials may not be shared with or used by any person other than the registered account holder.

6.2 Prohibited Sharing: Sharing individual account credentials or allowing unauthorized access to your account is strictly prohibited and may result in immediate termination of your account without refund.

6.3 Enterprise Plans: Customers with an active Enterprise Plan may be granted limited rights to share accounts or access among authorized users within their organization, subject to the following conditions:

  • All users must be employees or authorized contractors of the Enterprise customer
  • The total number of users must not exceed the limit specified in the Enterprise agreement
  • The Enterprise customer is responsible for managing user access and ensuring compliance with these Terms
  • Individual user activities must be traceable and attributable within the Enterprise account

6.4 Enterprise Responsibilities: Enterprise customers are responsible for:

  • Maintaining the confidentiality of any administrative credentials
  • Promptly deactivating access for users who leave the organization or no longer require access
  • Ensuring all users comply with these Terms and any additional Enterprise-specific terms
  • Reporting any suspected unauthorized access or security breaches to Spawn immediately

6.5 Monitoring and Audits: Spawn reserves the right to monitor account usage patterns and conduct audits to ensure compliance with these account sharing policies. Customers agree to cooperate with any reasonable audit requests.

6.6 Violations: Any violations of these account sharing policies may result in suspension or termination of the Enterprise account, additional fees, or other remedies as determined by Spawn.

7. Payment and Subscription Terms

7.1 Fees: You agree to pay all fees associated with your use of the Services. Fees are non-refundable except as required by law or as explicitly stated in these Terms.

7.2 Subscription Terms: Some of our Services are billed on a subscription basis. By selecting a subscription plan, you agree to pay recurring fees according to the billing cycle of your chosen plan.

7.3 Auto-Renewal: Subscriptions automatically renew at the end of each billing cycle unless cancelled at least 24 hours before the renewal date.

7.4 Price Changes: We may change the fees for our Services at any time. Any price changes will be communicated to you in advance and will apply no earlier than 30 days following the notice.

7.5 Taxes: You are responsible for all applicable taxes, and we will charge tax when required to do so.

7.6 Late Payments: If your payment is not successful, your Services may be suspended or terminated. You remain responsible for all unpaid fees.

7.7 Refunds: Refunds are processed according to our Refund Policy. Generally, all sales are final and non-refundable unless otherwise specified or required by law.

8. Intellectual Property Rights

8.1 Spawn's IP: All right, title, and interest in and to the Services (excluding User Content) are and will remain the exclusive property of Spawn and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries.

8.2 Limited License: Subject to your compliance with these Terms, Spawn grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your personal or internal business purposes.

8.3 Restrictions: You may not:

  • Copy, modify, or create derivative works based on the Services
  • Distribute, transfer, sublicense, lease, lend, or rent the Services to any third party
  • Reverse engineer, decompile, or disassemble the Services
  • Remove or alter any proprietary notices or labels on the Services

8.4 User Content: You retain all rights in and to your User Content. By submitting User Content, you grant Spawn a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distribution methods now known or later developed.

8.5 Feedback: If you provide Spawn with any feedback or suggestions regarding the Services, you hereby assign to Spawn all rights in such feedback and agree that Spawn shall have the right to use and fully exploit such feedback without any restriction or compensation to you.

8.6 Copyright Infringement: If you believe that any material on the Services infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth in our Copyright Policy.

9. Confidentiality

9.1 Definition: "Confidential Information" means all non-public information disclosed by Spawn, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential.

9.2 Obligations: You agree to:

  • Maintain the confidentiality of all Confidential Information
  • Not disclose any Confidential Information to any person or entity
  • Not use any Confidential Information for any purpose outside the scope of these Terms
  • Take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information

9.3 Exceptions: The confidentiality obligations do not apply to any information that:

  • Is or becomes generally known to the public without breach of any obligation owed to Spawn
  • Was known to you prior to its disclosure by Spawn without breach of any obligation owed to Spawn
  • Is received from a third party without breach of any obligation owed to Spawn
  • Is independently developed by you without use of or reference to the Confidential Information

9.4 Compelled Disclosure: If you are compelled by law to disclose Confidential Information, you shall provide Spawn with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Spawn's cost, if Spawn wishes to contest the disclosure.

10. Third-Party Services and Content

10.1 Third-Party Services: The Services may contain links to third-party websites or services that are not owned or controlled by Spawn. Spawn has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

10.2 Third-Party Content: The Services may display or include third-party content. You acknowledge and agree that Spawn is not responsible for any such third-party content, including its accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof.

10.3 User Responsibility: You acknowledge and agree that your use of any third-party websites, services, or content is at your own risk and subject to the terms and conditions of use applicable to such websites, services, or content.

10.4 Integration with Third-Party Services: If you choose to enable, access or use third-party services, your access and use of such other services is governed solely by the terms and conditions of such other services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services.

11. Termination and Suspension

11.1 Termination by You: You may terminate your account at any time by following the instructions on our website or contacting our support team.

11.2 Termination by Spawn: We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms.

11.3 Effects of Termination: Upon termination:

  • Your right to use the Services will immediately cease
  • We may delete your account and any associated data
  • You will remain liable for all amounts due up to and including the date of termination
  • You must cease all use of the Services and delete any copies of the Services in your possession

11.4 Survival: All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

11.5 Suspension: We may suspend your access to the Services without terminating your account in cases of suspected violations of these Terms or for maintenance purposes. During suspension, you may not be able to access certain features of the Services.

12. Disclaimers and Limitations of Liability

12.1 Disclaimer of Warranties: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SPAWN DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.2 No Guarantee of Results: Spawn does not guarantee any specific results from the use of the Services. The Services are designed to be used as tools and Spawn is not responsible for any decisions made based on the output of the Services.

12.3 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SPAWN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

12.4 Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPAWN'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO SPAWN FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE DATE OF THE CLAIM.

12.5 Exclusions: Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

12.6 Basis of the Bargain: You acknowledge and agree that Spawn has offered its products and services and entered into these Terms in reliance upon the warranty disclaimers and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between the parties and form an essential basis of the bargain between us.

13. Indemnification

13.1 Indemnification Obligation: You agree to indemnify, defend, and hold harmless Spawn and its officers, directors, employees, agents, and affiliates from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

  • Your access to or use of the Services
  • Your User Content
  • Your violation of these Terms
  • Your violation of any applicable law or regulation
  • Your violation of any third party right, including without limitation any intellectual property right or privacy right

13.2 Cooperation: You agree to cooperate with Spawn in the defense of any claim and allow Spawn to control the defense and settlement of the claim.

13.3 No Settlement Without Consent: You agree not to settle any claim without the prior written consent of Spawn.

13.4 Survival: This indemnification obligation will survive the termination of these Terms and your use of the Services.

14. Dispute Resolution and Governing Law

14.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions.

14.2 Dispute Resolution: Any dispute arising from or relating to these Terms or the Services shall be resolved through binding arbitration in Denver, Colorado, under the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver: You agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.

14.4 Exceptions: Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Services.

14.5 Time Limitation: You agree that any claim you may have arising out of or related to your relationship with Spawn must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

14.6 Venue: For any litigation that may arise despite the arbitration provision, you and Spawn agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Denver County, Colorado.

15. Changes to Terms of Service

15.1 Modifications: We may modify these Terms from time to time. If we make material changes to these Terms, we will notify you by email or by posting a notice on our website prior to the changes becoming effective.

15.2 Acceptance: Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms.

15.3 Review: You are responsible for regularly reviewing these Terms. The "Effective Date" at the top of this page indicates when these Terms were last updated.

15.4 Prior Versions: We will maintain prior versions of these Terms, which you may access upon request.

16. Miscellaneous Provisions

16.1 Entire Agreement: These Terms constitute the entire agreement between you and Spawn regarding the Services and supersede all prior agreements and understandings, whether written or oral.

16.2 Severability: If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

16.3 Waiver: The failure of Spawn to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Spawn.

16.4 Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Spawn's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Spawn may freely assign or transfer these Terms without restriction.

16.5 Notices: Any notices or other communications provided by Spawn under these Terms will be given by posting to the Services or by sending to the email address you provide to us. You agree to receive all communications from us electronically, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

16.6 Force Majeure: Spawn shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.7 No Agency: No agency, partnership, joint venture, or employment is created as a result of these Terms, and you do not have any authority of any kind to bind Spawn in any respect whatsoever.

16.8 Headings: The section titles in these Terms are for convenience only and have no legal or contractual effect.

17. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Spawn Tools LLC

Attention: Legal Department

Address: Sherman Street, Denver, CO 80203

Email: legal@spawn.com

Phone: +1 (555) 123-4567