Terms and Conditions

Please note: These Terms of Service apply exclusively to individual end users of the SpreeAI app. If you are a business partner or corporate client, please refer to our Customer Terms & Conditions here

These Terms of Service (“Terms”) form a binding legal agreement between you (including, as applicable, the entity or person using, accessing, receiving, or paying for the Services (as defined below)) and SpreeAI Corporation (“ Company”) for use of the Services. If you do not agree with these Terms, do not use or access the Services.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. YOUR USE OF AND ACCESS TO COMPANY’S WEBSITE, APPLICATIONS, SERVICES, AND ASSOCIATED SOFTWARE AND DOCUMENTATION, INCLUDING ANY PROFESSIONAL SERVICES AND DELIVERABLES (COLLECTIVELY, THE “SERVICES”), IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.

BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AT ALL TIMES, AS MAY BE AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE REFRAIN FROM ACCESSING OR USING THE SERVICES. THE TERMS ARE SUBJECT TO CHANGE BY COMPANY AT ANY TIME; HOWEVER, THE MOST CURRENT VERSION OF THE TERMS WILL BE AVAILABLE ON OR THROUGH THE SERVICES. COMPANY ENCOURAGES YOU TO REGULARLY REVIEW THE TERMS TO ENSURE THAT YOU ARE AWARE OF ANY CHANGES. BY CONTINUING TO USE THE SERVICES, YOU AGREE TO BE BOUND BY THE MOST CURRENT VERSION OF THE TERMS.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE BELOW. YOU AND COMPANY AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

SERVICES.
DATA.
COMPANY CONTENT.
RESTRICTIONS.
CONFIDENTIAL INFORMATION.
PROPRIETARY RIGHTS.
FEES.
TERMINATION.
EXPORT RESTRICTIONS.
INJUNCTIVE RELIEF.
WARRANTY DISCLAIMER.
INDEMNITY.
LIMITATION OF LIABILITY.
ARBITRATION.
MISCELLANEOUS.

1. SERVICES.

1.1. Using the Services. You may be required to provide information about yourself in order to register for and/or use certain Services. The Services are not intended for children under the age of 13. If you are under 18, you may only use the Services with the prior consent of your parent or guardian. By accessing or using the Services, you represent and warrant that: (a) you are 18 years of age or older and have the legal capacity and authority to bind yourself and/or the person or entity for whom you are accepting these Terms; (b) if you are agreeing to these Terms on behalf of a legal entity, you are authorized to enter into these Terms on behalf of such entity; (c) the information that you have provided or will provide to Company is or will be correct and complete in all respects, and that you have the right to provide such information to Company; you acknowledge and agree that Company has and will rely upon the information that you provide and that any incorrect or incomplete information that you provide to Company may result in Company withholding, suspending or terminating the Services and/or terminating these Terms; and (d) you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations (collectively, “Applicable Law”).

1.2. Provision of Services. Company will provide the Services in accordance with these Terms. Company grants you a worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to use the Services, provided that you do not use the Services in ways that are not authorized by these Terms. Company may, at its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.

1.3. Additional Downloads. In order to use certain Services, you may be required to download content or software, and/or agree to additional terms and conditions. Software upgrades, updates, or other new features provided by Company to you may automatically download and install. You may be able to adjust these automatic downloads through your device’s settings.

1.4. Third-Party Products. The Services may include or make available third-party products, software, applications, websites, links, services, content, data, information, or other materials (“Third-Party Products”). Any use by you of Third-Party Products, and any exchange of data between you and a Third-Party Product is solely between you and the applicable third-party provider of the Third-Party Product, and subject to the applicable terms that govern your use thereof. Company does not warrant or support Third-Party Products and does not assume and will not have any liability or responsibility to you or any other person with respect to any Third-Party Products and the use thereof. For Services that interoperate with Third Party-Products, Company does not guarantee the continued availability of such Service features and may cease providing them without any liability or responsibility to you.

1.5. Security of the Services. You are responsible for keeping your account and password(s) secure, and you agree not to disclose your password(s) to any third party. You are solely responsible for any activity under your usernames and accounts.

1.6. Unauthorized Use. You must immediately notify Company in writing if you become aware of any unauthorized use of: (a) User Data; (b) your account; or (c) the Services. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Company with such cooperation and assistance related to any such unauthorized use as Company may reasonably request.

1.7. Professional Services. Company may also provide professional services as may be further specified in a statement of work. All professional services, including any output, deliverables, customizations, or results of any kind (collectively, “Deliverables”), will be solely owned by Company and may only be used by you so long as you comply with these Terms and the applicable statement of work. In the event of any conflict between these Terms and an applicable statement of work, these Terms will govern unless the statement of work expressly states its intention to override specific terms of these Terms.

2. DATA.

2.1. User Data. In connection with your use of the Services, you may create, upload, post, send, receive, and store certain information, data, or content, including information to identify you, such as name and email address, or information regarding you, such as your size, height and weight, and digital scans, images, and videos of you (your “User Data”). For all User Data you submit to the Services, you grant Company and its affiliates a worldwide, royalty-free, sublicensable, and transferable license to host, store, cache, use, display, reproduce, modify, adapt, edit, publish, analyze, transmit, and distribute that data. This license is for the purpose of operating, developing, providing, promoting, and improving the Services, and researching and developing new ones. User Data may be used to create an avatar of you (your “Avatar”) and to create content, such as images, videos, and animations which include your Avatar (“Company Content”). You consent to the collection and processing of User Data, as well as the creation of your Avatar and Company Content, in accordance with these Terms. You confirm that you have the right to submit User Data to the Services and guarantee that no other individual or entity needs to provide authorization or consent for the use of User Data. Furthermore, you agree that Company may disclose User Data and transfer the rights granted in the aforementioned license to parties who are under contract with Company and assist in the provision of the Services, such as service providers. Company will not be liable in any way for the storage, deletion, or modification of any User Data associated with your use of the Services. Company may but is not required to monitor any User Data you submit to the Services and may delete any User Data that violates these Terms or that Company deems inappropriate. You alone remain responsible for all User Data that you submit to the Services and will comply with any guidelines and policies provided by Company that apply to User Data.

2.2. Data Use. In connection with providing the Services, you agree that Company may collect, use, and disclose information related to or derived from your use of the Services for its business purposes, including, but not limited to, service improvements, industry analysis, benchmarking, analytics, and supporting the usage of the Services. For more information regarding how information, especially personal information, is gathered and used in connection with the Services, please read Company’s Privacy Notice, which is incorporated by reference into these Terms.

3. COMPANY CONTENT.

3.1. Excluding any User Data incorporated into any Company Content, Company retains all rights, title, and interest in and to Company Content, including all associated intellectual property rights. Company grants to you a non-exclusive, non-transferable, royalty-free license, under Company’s intellectual property rights, to distribute, transmit, copy, and publish Company Content which includes your Avatar and which is provided to you as part of the Services. Such distribution and publication by you may include posting such Company Content on third party applications, such as websites or social media sites. It is your sole responsibility to ensure that you comply with the terms of service of any third-party applications with which you use Company Content. You acknowledge and agree that Company has a perpetual right to create, distribute, display, publish, and transmit Company Content, including Company Content which includes your Avatar.

4. RESTRICTIONS.

4.1. You are fully liable for any unauthorized access to or misuse of the Services, and Company will not be liable in any way. By using the Services, you agree that you will not: (a) access or use the Services in the manner which is not authorized by the Terms and any other documents Company may make available; (b) use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services; (c) attempt to gain unauthorized access to the Services (or computer systems or networks connected to the Services) through hacking, password mining, or any other means; (d) engage in any activities with respect to the Services that violate Applicable Law, the intellectual property or other rights of third parties, or submit or transmit any material that is abusive, defamatory, obscene, threatening, or otherwise inappropriate, as reasonably determined by Company; (e) license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise commercially exploit the Services; (f) copy, modify or make derivative works based upon the Services; (g) “frame” or “mirror” the Services on any other server or device; (h) access the Services for competitive purposes or use the Services for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use; (I) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Services; (j) remove, obscure or modify a copyright or other proprietary rights notice in the Service; or (k) permit or assist any other party to do any of the foregoing.

5. CONFIDENTIAL INFORMATION.

5.1. In connection with the performance of these Terms, you may receive certain confidential information of Company, which confidential information shall include information relating to the Services and these Terms. You hereby agree: (a) to hold and maintain in strict confidence all confidential information of Company and not to disclose it to any third party; and (b) not to use any confidential information of Company except as permitted by these Terms or as may be necessary to exercise rights or perform obligations under these Terms. In the event that you disclose or are required to disclose confidential information, you shall provide immediate notice to Company prior to any disclosure to afford Company a reasonable opportunity to protect the confidential information from public disclosure and will reasonably assist Company with such protection. Except as expressly provided in these Terms, if you disclose or use (or threaten to disclose or use) any confidential information of Company in breach of confidentiality protections hereunder, Company shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being expressly acknowledged by you that any other available remedies may be inadequate.

6. PROPRIETARY RIGHTS.

6.1. Ownership. You acknowledge that you have no ownership, rights, title, or any other interest in the Services (including all derivatives, customizations, translations, modifications, improvements, and enhancements thereof), irrespective of any provision in these Terms. All rights, title, and interest, including intellectual property interests, in and to the Services are the exclusive property of Company. These Terms do not constitute a transfer of title or ownership of the Services to you. Company’s name, logo, and product names are trademarks owned by Company (“Company Marks”), and no right or license is granted to use them without prior written consent. Any feedback, suggestions, enhancement requests, or recommendations provided by you relating to the Services shall solely belong to Company, which Company may use without compensating you, and without any restriction or obligation to you. You agree that Company will own all rights in any materials or items developed by Company based on such feedback, suggestions, enhancement requests, or recommendations. All rights not expressly granted to you under this Section 6.1 are expressly reserved by Company.

6.2. Copyright. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, publicity rights, or other proprietary rights without obtaining the owner’s prior written consent. Company may deny access to the Services to any user who is alleged to infringe another party’s copyright. Without limiting the foregoing, if you believe that your copyright has been infringed, please provide Company’s Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Services; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use 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 copyright owner or authorized to act on the copyright owner’s behalf. Company’s Copyright Agent for notice of claims of copyright infringement can be reached as follows: email: copyright@spreeai.com, regular mail: SpreeAI, P.O. Box 4300, Incline Village, NV 89450. In the event User Data is removed pursuant to this process, you will receive information on how to file a counter-notice. Notices and counter-notices under this Section 6.2 are legal notices and are not subject to Company’s Privacy Policy

7 FEES.

7.1. Billing and Payment of Fees. If applicable, you shall pay all fees in accordance with the payment terms as specified in the applicable statement of work. All payments will be due within 30 days from the invoice date. Company may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. If any invoice is more than 10 days past due, Company may, without limiting its other rights and remedies, suspend performance and/or your access to the Services until such invoice is paid in full. All payment obligations are non-cancellable, and all amounts paid are non-refundable except as otherwise specified in the applicable statement of work. Unless otherwise agreed to in a statement of work, Company reserves the right to increase its fees at any time upon notice to you.

7.2. Taxes. Company’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever and you shall be responsible for payment of all such taxes, levies, or duties imposed by taxing authorities associated with these Terms.

8. TERMINATION.

8.1. You may terminate the Terms at any time and for any reason by deleting your account. Company may terminate these Terms or suspend or cancel your access to the Services for any reason, and without advanced notice.

9. EXPORT RESTRICTIONS.

9.1. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You agree to comply with such restrictions and not to export or re-export the Services or any portion thereof to countries or persons prohibited under the export control laws. You represent and warrant that you are not named on any government list of persons or entities prohibited from receiving exports, and shall not violate any export embargo, prohibition, restriction or other similar law in connection with these Terms.

10. INJUNCTIVE RELIEF.

10.1. You acknowledge that any use of the Services contrary to these Terms, or any transfer, distribution, sublicensing, copying or disclosure of the Services, Company Marks, or Company Content in violation of these Terms or Applicable Law, may cause irreparable injury to Company, its affiliates, suppliers, and licensors, and under such circumstances Company, its affiliates, suppliers, and licensors will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

11. WARRANTY DISCLAIMER.

11.1. COMPANY (INCLUDING ITS AFFILIATES, SUPPLIERS, AND LICENSORS) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AS TO THE PERFORMANCE, FUNCTIONALITY OR LEGAL COMPLIANCE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OR CONTENT OF INFORMATION, AND ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.

11.2. COMPANY, ITS AFFILIATES, SUPPLIERS, AND LICENSORS SHALL NOT HAVE ANY RESPONSIBILITY OR ASSUME ANY LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH COMPANY OR ITS AFFILIATES, SUPPLIERS, AND LICENSORS WILL BE RESPONSIBLE FOR.

12. INDEMNITY.

12.1. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS (THE “PROTECTED PARTIES”) FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, FORMAL OR INFORMAL PROCEEDINGS, SUITS, AND ANY OTHER ACTIONS, (“INDEMNIFIABLE CLAIMS”) INCLUDING ANY RELATED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, JUDGMENTS, SETTLEMENTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND DISBURSEMENTS), AND COSTS INCURRED BY, BORNE BY, OR ASSERTED AGAINST COMPANY TO THE EXTENT SUCH INDEMNIFIABLE CLAIMS IN ANY WAY RELATE TO, ARISE OUT OF, OR RESULT FROM ANY OF THE FOLLOWING: (A) YOUR USE OF THE SERVICES; (B) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAW; (C) YOUR ACTUAL OR ALLEGED BREACH OF THE TERMS OR THE PRIVACY POLICY; (D) YOUR USE OF ANY THIRD PARTY PRODUCTS; (E) YOUR ACTS, ERRORS, OR OMISSIONS; (F) ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY RIGHTS, INCLUDING WITHOUT LIMITATION, ANY AND ALL INTELLECTUAL PROPERTY RIGHTS OR PRIVACY RIGHTS ARISING FROM YOUR USE OF THE SERVICES; (G) ANY DISPUTE OR ISSUE BETWEEN YOU AND ANY THIRD PARTY; OR (H) USER DATA AND COMPANY CONTENT THAT INCLUDE USER DATA, AND ANY USE THEREOF AS CONTEMPLATED BY THESE TERMS. COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU (WITHOUT LIMITING YOUR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO SUCH MATTER), AND YOU AGREE TO COOPERATE WITH COMPANY’S DEFENSE OF ANY SUCH CLAIM AT YOUR OWN EXPENSE.

13. LIMITATION OF LIABILITY.

13.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PROTECTED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF INCOME, LOSS OF DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR NEGLIGENCE), AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OR THE SERVICES PROVIDED HEREUNDER, EVEN IF SUCH PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EVEN IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL AND DISCONTINUE USING THE SERVICES. IN NO INSTANCE WILL THE PROTECTED PARTIES’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE THE GREATER OF $100 USD OR THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE SERVICES (IF ANY) IN THE 3 MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS, AND YOU AGREE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK.

14. ARBITRATION

14.1. Arbitration Provision. Both parties elect to resolve any and all claims and disputes relating in any way to these Terms or their dealings with one another (“Claims”), except for Claims concerning the validity, scope, or enforceability of Section 14 of these Terms (this “Arbitration Provision”), through binding individual, non-class-action arbitration. Company and you each understand and agree that by allowing each other to elect to resolve any dispute through individual arbitration, BOTH PARTIES EXPRESSLY WAIVE THE RIGHT TO A COURT OR JURY TRIAL AND NO CLAIM FILED IN COURT WILL BE HEARD BY A JURY OR TAKE PLACE ON AN INDIVIDUAL BASIS. FURTHERMORE, YOU SHALL RESOLVE ANY DISPUTE BY ARBITRATION AND SUCH DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION, OR ANY SIMILAR SUCH PROCEEDING. The arbitrator(s) may not consolidate more than one party’s claims (except Claims by or against one party with respect to these Terms involving the parties) and may not preside over any form of a representative or class proceeding.

14.2. Arbitration Rules. Arbitration of any dispute under this Arbitration Provision shall be administered by the American Arbitration Association (the “AAA”) pursuant to the applicable rules of AAA in effect at the time the arbitration is initiated. In the event that AAA is unable or unwilling to administer the arbitration of a dispute, then a dispute may be referred to any other arbitration organization at Company’s sole discretion. Arbitrations shall be conducted before a single arbitrator. The arbitration shall take place in the federal judicial district and the arbitrator shall apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA“) and applicable statutes of limitations and shall be authorized to award any relief that would have been available in court; provided that the arbitrator’s authority to resolve claims and make awards is limited to any and all claims between Company and you except as otherwise specifically stated herein. The decision by the arbitrator shall be final and binding on the parties. Company and you agree that this Arbitration Provision extends to any other parties involved in any Claims, including, without limitation, to Company’s and your employees, affiliated companies and vendors. In the event of any conflict between this Arbitration Provision and the AAA arbitration rules or the rules of any other arbitration organization or arbitrator, this Arbitration Provision shall govern.

14.3. Arbitration Fees and Costs. The arbitration fees shall be borne equally by Company and you.

14.4.Exceptions. Notwithstanding any other provision of these Terms, Company and you agree that this Arbitration Provision does not stop either Company or you from exercising any lawful rights to seek non-arbitration, self-help remedies. Company and you agree that each party may seek provisional self-help remedies out of court without waiving the right to arbitrate. Notwithstanding any other provision of these Terms, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then the arbitration provision under this Section 14.4, other than such invalid or unenforceable provisions, shall remain in full force and effect.

14.5. Attorneys’ Fees. If Company initiates legal action against you for collection of any amounts owed to Company or to enforce Company’s rights and your obligations under these Terms, Company is entitled to recover from you any reasonable costs and expenses including, but not limited to, reasonable attorneys’ fees incurred as a result.

15. MISCELLANEOUS

15.1. Choice of Law and Forum. Subject to the Arbitration Provision, all proceedings arising out of or relating to these Terms or its subject matter, including any tort claims, shall be governed by and construed under the laws of the State of Nevada, U.S.A., without regards to the jurisdiction’s conflicts of law rules, and as applied to agreements entered into and to be performed in Nevada by Nevada residents.

15.2. Company Remedies. Company’s remedies described in these Terms are in addition to any other remedies available to Company at law or equity. Company shall have the right to exercise any available rights and remedies at the same or different times.

15.3. Entire Agreement. These Terms sets forth the entire understanding and agreement of the parties, and supersedes all other agreements between the parties relating to its subject matter. Only these Terms shall apply to your use of or access to the Services.

15.4. Updates to Terms. Company reserves the right, in its sole discretion, to modify, update, change, or amend these Terms or the Services at any time. Any change or update will become effective from the moment Company notifies you of such changes, which Company may do so via the Services, email, publication on Company’s website, or any other method Company deems appropriate. Your continued use after any such modification or change is made constitutes your acceptance of such modification or change.

15.5. Waivers, and Waiver of Provisions. Failure to exercise or delay in exercising any right or remedy by Company shall not constitute a waiver, and any waiver granted must be in writing and executed by the party against whom enforcement is sought. A waiver of specific provisions does not extend to other provisions or subsequent breaches.

15.6. Severability. In the event that any provision in these Terms is deemed invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the other provisions herein shall not be affected or impaired in any way. Additionally, if any provision of these Terms is prohibited or rendered unenforceable under Applicable Law, such provision shall be ineffective only to the extent and duration of the prohibition or unenforceability, without invalidating the remaining provisions of these Terms.

15.7. Headings. The headings in these Terms are for reference only and shall not affect the interpretation of these Terms.

15.8. Notice; Communications from Company. All notices must be in writing. Notice will be deemed given and effective: (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage prepaid, return receipt requested; or (c) on the date transmitted, if by email. Except as otherwise provided by these Terms, including Company’s Privacy Policy, all notices from you to Company will be sent to Company, at P.O. Box 4300, Incline Village, NV 89450. All notices to you may be communicated by Company in several ways including, but not limited to, through email (to the email address linked to your account) or through the Services themselves. You acknowledge and agree that Company may send you communications or information related to the Services, which may include, but are not limited to, your use or violation of use, updates, and promotional information and materials.

15.9. No Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms.

15.10. Relationship of Parties. These Terms are entered into by Company as a provider of Services to you and do not create a franchise, joint venture, partnership, employment, agency, or fiduciary relationship between Company and you in any way.

15.11. Assignment. You may not transfer or assign the Terms or any of your interests, rights, or obligations under the Terms without the prior written consent of Company. Company reserves the right to transfer or assign the Terms or any rights or obligations under the Terms at any time. Subject to the foregoing, the Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

15.12. Survival. Your obligations under these Terms that by their nature would continue beyond the termination of these Terms, including but not limited to those sections relating to indemnification, confidentiality, limitation of liability, intellectual property, warranties, general provisions, use of Services, payment, export control, will survive any termination of these Terms. Additionally, all representations, warranties, and covenants herein and in these Terms will survive the execution and delivery of these Terms and will continue in full force until all obligations under these Terms have been satisfied in full and these Terms are terminated as a result.

SpreeAI Terms of Service

Version: November 30, 2023