SPAWN TERMS OF SERVICE

Welcome to Spawn! These terms of service, the Privacy Policy ("Privacy Policy"), and all other terms and policies posted on Spawn.co (collectively, these "Terms of Service") govern your access to, and use of, the Spawn platform and the products, services and features made available by AI Tools Inc. or its affiliates (collectively, "Spawn", "we" or "us") as part of the Spawn platform (collectively, the "Services"). You can read the Privacy Policy here: https://www.spawn.co/privacy-policy. Please read these Terms of Service carefully as they constitute a legal agreement between you and Spawn.

As used in these Terms of Service, "you" and "your" means you individually and any person acting as your agent or with your permission and, if you are accepting these Terms of Service on behalf of a company or other legal entity, that legal entity. If you are accessing the Services on behalf of an entity, you hereby agree to these Terms of Service on your behalf and on behalf of such entity. No one under thirteen (13) years of age is allowed to access or use the Services. If you are under eighteen (18) years of age, you may only use the Services with the prior consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms of Service with you before you start using the Services. By accessing or using any of the Services, you affirm that you are at least eighteen (18) years of age or, if you are not, that your parent or guardian has carefully reviewed these Terms of Service, and that you have obtained parental or guardian consent to enter into these Terms of Service. If you are not of legal age to enter into these Terms of Service and have not obtained parental or guardian consent to enter into these Terms of Service, then you may not access or use any of the Services.

PLEASE CAREFULLY READ THESE TERMS OF SERVICE. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICES.

IMPORTANT NOTICE REGARDING ARBITRATION: THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION AGREEMENT, REQUIRING YOU TO RESOLVE ANY DISPUTE BETWEEN YOU AND SPAWN THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, SUBJECT TO LIMITED EXCEPTIONS, RATHER THAN IN COURT, AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS, COLLECTIVE, AGGREGATE, MASS, REPRESENTATIVE, OR CONSOLIDATED ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY AND EVERY KIND. YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT-OUT PROCEDURES SET FORTH BELOW. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1. Description of the Services

[Spawn provides a web-based Service in the form of a platform on which users may create web-based games, applications and solutions (collectively, "User Apps") through the use of a variety of products, features, services and tools provided through the platform. Additionally, users have the ability to host and operate their User Apps on Spawn's platform and access and interact with the User Apps of other users.]

Changes to the Services. Notwithstanding the foregoing, Spawn reserves the right to modify, suspend or discontinue the Service (or any part thereof) with or without notice. You agree that Spawn will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

AI Tools. Use of the AI Tools may, in some situations, result in output from the AI Tools ("Output") that does not accurately reflect real people, places, or facts. Output may not always be accurate. You should not rely on Output from the Services as a sole source of truth or factual information, or as a substitute for professional advice. You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services. You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. Outputs may not be unique across users and the AI Tools may generate the same or similar Outputs for other users. Spawn may use technology provided by third-party service providers to provide AI Tools. Notwithstanding anything to the contrary contained herein, you authorize Spawn and such third-party service providers to store and use your input into the AI Tools ("Input") for the purposes of providing you with the Services, to review Inputs and Outputs for abuse or misuse, and to develop and improve the services and products of Spawn and such service providers, including as part of the design, training and development process for machine learning models.

2. License to Use the Services

Subject to your acceptance of and continued compliance with all of the terms and conditions of these Terms of Service, we grant you a non-exclusive, limited, personal, non-transferable, freely revocable license to access and use the Services for your use.

You hereby agree not to: (a) remove any trademark, copyright or other proprietary rights notices contained in any Services; (b) challenge Spawn's or its licensors' ownership of the Services or the intellectual property therein; (c) use or adopt any names or trademarks that might be confusingly similar to the trademarks of Spawn or its licensors; (d) reproduce, transfer, distribute, sell, disassemble, reverse engineer or modify the Services; and (e) use the Services for the benefit of any other person or third party. Spawn reserves the right to terminate your license to use the Services if you violate any of the foregoing restrictions in this Section, and for any reason or for no reason at all.

3. Your Spawn Account

In order to use certain Services, you must register for an account ("Account"). When registering for an Account, you must provide true, accurate, and complete information. You represent and warrant that any information you provide in connection with your Account is true, accurate and complete, and that you will maintain and promptly update such information so that it is current, true, accurate, and complete at all times. You are responsible for: (a) keeping your Account confidential and secured; and (b) all activities that occur through your Account, whether or not you have authorized them. You may not sell, transfer or allow others to access or use your Account. You will immediately notify us if you are aware of any unauthorized access to, or use of, your Account or any other breach of security. We will not be responsible for any loss or damage arising from your failure to comply with these Terms of Service or from any activities that occur through your Account. We reserve the right in our sole and absolute discretion to suspend or terminate your Account and restrict your access to the Services if you do not comply with these Terms of Service.

4. Your Conduct

You may not use the Services for any purpose other than as set forth in these Terms of Service. Any conduct by you that, in our sole discretion, restricts or inhibits any other user from using or enjoying the Services will not be permitted. Without limiting the foregoing, you will not (and will not authorize any third party to):

(a) take any action that you know is false, misleading, untruthful, or inaccurate; (b) use the Services in connection with any fraudulent or illegal conduct, transaction, or business; (c) "spam" others or "phish" for others' personal information; (d) disclose your or any other person's personal information; (e) use the Services in a manner that is unlawful, harmful, abusive, harassing, defamatory, libelous, disparaging, profane, sexually explicit, obscene, hateful, racially or ethnically offensive, threatening, invasive of a person's privacy, violative of any third party proprietary rights, tortious, or is otherwise inappropriate; (f) use the Services to transmit software viruses, trojan horse, corrupted data, bot, keystroke logger, worm, time bomb, cancelbot, or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, obtain unauthorized access to, or interfere with the proper function of the Services; (g) take any action that imposes or may impose (as determined by Spawn in its sole discretion) an unreasonable or disproportionately large load on Spawn (or its third party providers') infrastructure; (h) interfere or attempt to interfere with the proper working of the Services; (i) bypass, circumvent, or attempt to bypass or circumvent any measures Spawn may use to prevent or restrict access to the Services and other accounts, computer systems, and networks connected thereto; (j) frame or mirror any portion of the Services; (k) use meta tags or any other "hidden text" using any Spawn Intellectual Property (as defined below); (l) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of the Services, except to the limited extent applicable laws specifically prohibit such restriction; (m) sell, resell, copy, rent, lease, loan or distribute the Services; (n) use or launch any automated system, including "robots," "spiders," or "offline readers," to access the Services; (o) act as an intermediary, aggregator, or service bureau yourself or on behalf of any third party; (p) impersonate or misrepresent your affiliation with Spawn, our service providers, our licensors or any other person, company or group; (q) post, link to, or transmit anything that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary rights of another person or company; (r) attempt to interfere with, hack into, or decipher any transmissions to or from the servers from which any Services are operated; (s) exploit any bug in any Services and to refrain from communicating the existence of any such exploitable bug (bugs that grant the end user unnatural or unintended benefits to the user), directly, indirectly or through public posting, to any other end user of such Services. Additionally, you agree to promptly report any such bugs to Spawn; (t) post, link to, or transmit any kind of "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of unwelcome solicitation in connection with the Services; (u) restrict or inhibit any other person from using any Services; or (v) attempt to use the Services on any server that is not controller or authorized by Spawn or its designee.

5. User Content

Spawn may, in Spawn's sole discretion, permit users to create, edit, share and post User Content. "User Content" means any and all content that you upload, create, generate or edit via the Services, including Input and Output. We hereby assign to you all our right, title, and interest, if any, in and to User Content.

You are solely responsible for your User Content. You must ensure that your User Content complies with all appliable laws and regulations. You represent and warrant that: (a) you either are the sole and exclusive owner of all your User Content or you have all rights, licenses, consents and releases necessary to grant Spawn the license to your User Content; and (b) neither your User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Spawn's use of your User Content as permitted herein will infringe, misappropriate or violate any third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree that Spawn shall not be liable for any violation of any laws or rights of third parties, including intellectual property rights, rights of privacy, and rights of publicity, arising from or related to the creation, editing, sharing, hosting or other use of any User Content by you or Spawn.

Spawn reserves the right to require the removal, destruction and/or deletion of any User Content that does not comply with the Terms of Service.

6. User Content License Grant

By uploading, creating, generating, editing or sharing User Content via the Services, you hereby expressly grant, and you represent and warrant that you have all the necessary rights to grant, Spawn a royalty-free, fully-paid up, sublicensable (through multiple tiers), transferable, perpetual, irrevocable, non-exclusive, worldwide right and license to reproduce, distribute, display, perform (whether public or otherwise), adapt (including the rights to edit, modify, translate and reformat), use, create derivative works from or of, transmit, make, have made, sell, offer to sell, import, export, share, and otherwise use and exploit the User Content in connection with the Services and our business.

In addition, you grant to each user of the Services, a worldwide, non-exclusive, royalty-free license to access your User Content through the Services, and to use such User Content, only as enabled by a feature of the Service. For clarity, this license does not grant any rights or permissions for a user to make use of your User Content independent of the Service.

7. Payment Terms

Fees. Spawn uses a usage-based billing model where users pay for resources consumed. As a result, your use of the Services (e.g., creation, modification and hosting of User Apps) may require you to pay fees or other payments to us ("Fees"). You are responsible for paying all Fees that you owe. By using a Service for which Fees are required, you acknowledge that: (a) you have the legal right to use the credit card, debit card or other payment method you provide in connection with that use; (b) the information you provide in connection with that use (e.g., payment information for a credit card, billing address, etc.) is complete, true and accurate; and (c) you are granting us the rights to provide any of that information to payment processing third parties for the purposes of facilitating the payment of such Fees.

Subscriptions. To access and use certain Services, you may be required to enroll in a subscription payment plan ("Recurring Subscription"). Your Recurring Subscription will automatically renew until you cancel it or your Recurring Subscription is otherwise terminated. You authorize us to store your payment method information and to automatically charge your payment method(s) for the amount of your Recurring Subscription with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. If Spawn is unable to charge your payment method(s) as authorized by you when you enrolled in a Recurring Subscription, Spawn may, in its sole discretion, (a) suspend your access to the Services until payment is received; or (b) seek to update your payment method information through third-party sources (i.e., your bank) to continue charging your payment method as authorized by you. You may cancel your subscription through your Account. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the Services through the end of your current subscription period.

Overage Charges. Spawn operates on a credit-based billing system. If your usage of the Services exceeds the credits provided under your Recurring Subscription or otherwise purchased for your Account, you will be charged for additional credits to cover your usage overage. In such event, you hereby authorize us to charge your payment method on file or any other payment method you choose for these charges.

Pricing. Spawn may change the prices for the Services at any time by posting updated pricing through the Services; provided that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription at least seven (7) days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and Spawn will charge your on-file payment card or method on the first day of the renewal of the subscription term.

Stripe. The processing of such payments may be made through the following third-party processing company: Stripe, and as such, the processing of such payments shall be subject to said third-party's terms of service and privacy policy which can be found here: https://stripe.com/legal. The third-party processing company used by Spawn to process such payments may be changed at any time within Spawn's sole discretion, with or without notice to you. Any such payments shall be made in strict accordance with both the terms hereof, and the terms of service of any third-party, which Spawn may elect to use for the processing of such payments, within Spawn's sole discretion.

Refunds. All sales are final unless otherwise specified in these Terms of Service. All payments are non-refundable, unless otherwise determined by us. In cases where refunds are approved, they will be processed to the original payment method. Refunds may be considered in the cases of: (a) billing errors; (b) duplicate charges; and (c) other circumstances at our sole discretion.

8. User App Revenue Share

You are eligible for revenue sharing if: (a) your User App complies with these Terms of Service; (b) you have submitted complete and accurate payment and tax information; (c) you have an active Account in good standing. Revenue attributed to your account may include: (i) subscription fees from end users; (ii) in-app purchases; and (iii) paid content access. If you are eligible for revenue sharing, you will receive 70% of the Net Revenue attributed to your User App. "Net Revenue" means gross income received by Spawn minus transaction and processing fees, refunds and chargebacks and applicable taxes. Payments are made on a [monthly basis on our about the 15th of the calendar month] to the payment method you provide. We reserve the right to withhold payments in cases of fraud, disputes or policy violations. All financial transactions are processed through Stripe's payment processing system.

9. Indemnity

You hereby agree to indemnify, defend and hold harmless Spawn, its service providers and licensors, and its and their respective employees, contractors, and agents (collectively, "Spawn Indemnitees") from any and all any and all damages, costs, liabilities, losses, and expenses (including reasonable attorneys' fees and costs) (collectively, "Losses") arising from any and all third party suits, actions, proceedings or claims (collectively, "Claims") related to your: (a) User Content; (b) use or misuse of the Services; or (c) breach of these Terms of Service. You will cooperate fully as reasonably required in the defense of any such claim.

10. Termination and Suspension

We may suspend or terminate your Account or your use of the Services at any time, for any reason or for no reason at all. You may terminate these Terms of Service at any time by discontinuing your use of the Services. Upon any termination of these Terms of Service by either you or us, the following sections will survive: "Your Conduct", "User Content", "User Content License", "Indemnity", "No Warranty", "Limitation of Liability", "Feedback", "Privacy", "Severability & Non-Waiver", "Assignment", and "Dispute Resolution; Binding Individual Arbitration; Class Action; Jury Trial Waiver", together with all other provisions that by their plain meaning are intended to survive.

11. No Warranty

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES ARE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPAWN OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SPAWN, ITS SERVICE PROVIDERS, AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, ARE IN COMPLIANCE WITH ANY APPLICABLE LEGISLATION, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SPAWN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES (INCLUDING USER APPS).

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPAWN, ITS SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL SPAWN BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPAWN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY USER APP; OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. NOTWITHSTANDING THE FOREGOING, SPAWN'S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT YOU HAVE PAID TO US FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM.

THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SPAWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SOME OF THE WARRANTY DISCLAIMERS AND LIMITATIONS SET FORTH IN THESE TERMS OF SERVICE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, SPAWN'S LIABILITY IS LIMITED TO, AND THE SCOPE AND DURATION OF THE WARRANTIES SET FORTH IN THESE TERMS OF SERVICE SHALL BE, THE MINIMUM PERMITTED BY APPLICABLE LAW.

IF YOU RESIDE IN CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH STATES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE.

13. Third-Party Links

The Service may contain links to third-party websites and online services that are not owned or controlled by Spawn. Spawn has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Service. We suggest you read the terms and privacy policy of each third-party website and online service that you visit.

14. No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to these Terms of Service.

15. Intellectual Property

Spawn and its licensors own all right, title and interest in and to the Services. For clarity, this includes the underlying platform technology and infrastructure, but not the User Content. You agree that the Services, and all the intellectual property rights therein (collectively, the "Spawn Intellectual Property") are the sole and exclusive property of Spawn and its third party licensors. Without prior permission, you agree not to display or use in any manner any of the Spawn Intellectual Property. Additionally, you shall not, under any circumstances, use Spawn's trade names, trademarks or service marks in connection with any product or service that is not Spawn's product or service, or in any manner that is likely to cause confusion. Spawn reserves all rights (including intellectual property rights) in the Spawn Intellectual Property not expressly granted herein.

16. Procedure for Making Claims of Copyright Infringement

We respect intellectual property rights, including copyrights. The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. The use of any material or content (including video or sound) is prohibited if you do not own the related intellectual property rights or own the necessary licenses.

If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please send a notice to our copyright agent (identified below) that provides us with the following information requesting that such materials be removed or access to it blocked: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive copyright interest that is allegedly infringed; (b) a description of the copyrighted work that you claim has been infringed (or if multiple copyrighted works incorporated in the Services are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information or a description reasonably sufficient to allow Spawn to locate on the Services the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the use of the work in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the exclusive copyright owner or authorized to act on the exclusive copyright owner's behalf. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Spawn a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Such notices and counter-notices should be sent to:

Jacob Sansbury
AI Tools Inc.
25 Crescent Dr. #A224
Pleasant Hill, CA 94523
8643505533

Email: contact@spawn.co AI Tools Inc.
25 Crescent Dr. #A224
Pleasant Hill, CA 94523

Among other things, Spawn reserves the right to terminate the Account of any person who, more than twice, posts or transmits content that is removed as the result of a notice under this section. Contact information for notice of claims of copyright infringement is as follows: contact@spawn.co.

17. Procedure for Claims of Other Intellectual Property Infringement

If you believe that any content posted on the Services infringes your intellectual property rights, please send us a notice of infringement to contact@spawn.co with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest that is allegedly infringed; (b) a description of the work that you claim has been infringed (or if multiple works incorporated in the Services are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information or a description reasonably sufficient to allow Spawn to locate on the Services the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the use of the work in the manner complained of is not authorized by the intellectual property owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner's behalf. We will review and investigate any notice of infringement, and take appropriate action, such as removing the allegedly infringing content and/or suspending the Account of the alleged infringer.

18. Feedback

We welcome your feedback about the Services. However, you acknowledge and agree that any comments, ideas, notes, suggestions or other feedback ("Feedback") you provide is our exclusive property, and we may use all such communications in any manner, including reproducing, disclosing, and publishing such communications, all without compensation to you. You hereby assign to Spawn all of your right, title, and interest in your Feedback, including all intellectual property rights therein.

19. Privacy

Spawn's collection, use and disclosure of user information is subject to the Privacy Policy. You can view the Privacy Policy here: https://www.spawn.co/privacy-policy. Your submission of information through or in connection with the Services is governed by the Privacy Policy. To the extent that you submit any personally identifiable information to any third party in connection with the Services, please note that: (a) such third party's collection, use and disclosure of such information will be governed by its own privacy policy and not by the Privacy Policy; and (b) we are not responsible for the information collection, usage and disclosure practices of such third party or any other third parties.

The Privacy Policy explains how we collect, store, share, or otherwise use any personal information you provide through the Services ("Personal Data"). Our use of Personal Data will be in accordance with the Privacy Policy and you hereby grant Spawn the right to use your Personal Data consistent with these Terms of Service.

20. Severability & Non-Waiver

If any provision of these Terms of Service, or any portion thereof, is found to be illegal, unenforceable, or invalid, that provision or portion will be replaced by a valid, legal, and enforceable provision that comes closest to the parties' intent underlying the invalid, illegal, or unenforceable provision. The waiver by a party of any of its rights or a breach in a particular instance will not be construed as a waiver of such rights or breach or of the same or different rights or breach in subsequent instances.

21. Assignment

You may not assign your rights or obligations hereunder without Spawn's express prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without your consent. Any assignment or transfer or purported assignment or transfer in violation of this Section is null and void. These Terms of Service shall be binding upon the permitted heirs, successors, and assigns of the parties hereto.

22. Dispute Resolution; Binding Individual Arbitration; Class Action; Jury Trial Waiver ("Arbitration Agreement")

Mandatory Binding Arbitration of Disputes. You and Spawn agree that, subject to limited exceptions specified in this Arbitration Agreement, all disputes, causes of action, or claims arising out of, in connection with, or related to these Terms of Service or this Arbitration Agreement, the Services, or any aspect of the relationship between you, on the one hand, and Spawn, on the other hand, or the breach, termination, enforcement, interpretation, or validity of these Terms of Service or this Arbitration Agreement (collectively, "Disputes"), will be resolved through final and binding, individual arbitration in accordance with the rules and procedures of the American Arbitration Association ("AAA"), instead of in a court in any jurisdiction by a judge or jury. You and Spawn agree that an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms of Service are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding this Arbitration Agreement, you and Spawn each retain the right to bring an individual action in small claims court if it qualifies. Each party also retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Class Action/Jury Trial Waiver. You and Spawn agree that each party