Terms of Service
Effective: October 2, 2025
These Terms of Service (the “Terms”) govern your access to and use of Spellshot’s products, software, websites, applications, APIs, and related services (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms.
1) U.S.-Only Service; Eligibility
The Services are offered only to natural persons and entities located in the United States and subject exclusively to U.S. law. You represent that you: (a) are at least 18 years old; (b) are a U.S. resident accessing the Services from within the United States; and (c) have full power and authority to enter into these Terms (including on behalf of your organization, if applicable). You are responsible for maintaining the security of your account and credentials and for all activity under your account.
2) License and Restrictions
Subject to these Terms, Spellshot grants you a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable license to install and use Spellshot software and SDKs solely to access the Services. We reserve all rights not expressly granted. You will not: reverse engineer, decompile, disassemble, translate, or create derivative works of the Services; access or use the Services to develop or train a competing product or model; benchmark, publish tests, or disclose performance data; circumvent security or rate limits; or remove proprietary notices.
3) Content; Broad, Perpetual License
“Content” means any inputs, data, prompts, media, files, or other material you submit, and any outputs generated for you by the Services (“Output”). As between you and Spellshot, you retain ownership of your inputs; Spellshot owns the Services, models, and all improvements, learnings, and derivatives thereof. You grant Spellshot a perpetual, irrevocable, worldwide, royalty‑free, transferable, and sublicensable license to host, store, reproduce, process, adapt, modify, translate, analyze, create derivative works, publish, publicly perform, publicly display, distribute, and otherwise use Content and Output for any lawful business purpose, including operating, maintaining, securing, supporting, testing, and improving the Services; training, tuning, and evaluating models; analytics and product development. Marketing or promotional use will be limited to de‑identified or anonymized examples, unless we have your express consent. Spellshot may retain and use Content, Output, and derived data even after account termination or deletion.
4) Usage Data and Telemetry
We may collect and use logs, technical information, and metadata (including device identifiers, IP addresses, usage patterns, and performance metrics) for operation, security, analytics, product improvement, commercialization, and business purposes. We may aggregate or de‑identify such data.
5) Data Retention
We retain Content, Output, and related data as we determine necessary for the Services and legitimate business purposes, including backups, security, fraud prevention, and legal compliance. Deletion requests will be processed within a reasonable period, subject to our retention needs, legal requirements, dispute resolution, and routine backups.
6) Acceptable Use
You will not use the Services to: violate law; infringe or misappropriate rights; upload, generate, or transmit unlawful, harmful, harassing, deceptive, or malicious content; probe, scan, or test systems; scrape, crawl, harvest, or index without written consent; bypass rate limits or access controls; reverse engineer or derive source or models; or build, train, or enhance models or products that compete with Spellshot. You will not submit personal data of others without proper authorization and notice.
7) Third‑Party Services
The Services may interoperate with third‑party platforms and providers (e.g., model providers, editors, storage). Your use of third‑party services is governed by their terms and policies. Spellshot is not responsible for third‑party services, data, outages, or acts or omissions. Availability of integrations is not guaranteed.
8) Fees; Taxes; Refunds at Our Discretion
You agree to pay all fees and applicable taxes. Fees are generally non‑refundable, including for partial periods, throttling, maintenance, or downtime; however, Spellshot may, at its sole discretion, issue credits or refunds. We may change pricing or billing at any time with notice. We may suspend or terminate the Services for non‑payment or suspected fraud.
9) Publicity
You authorize Spellshot to identify you as a customer and use your name, trademarks, and logos in presentations, websites, and marketing materials. You may opt out at any time by emailing founders@spellshot.ai; allow up to 10 business days to process removals.
10) Confidentiality; No Benchmarking
You will keep non‑public information about the Services confidential, including roadmaps, designs, pricing, performance, and evaluations. You will not publish or disclose any benchmark or performance information without our prior written consent.
11) Suspension; Termination for Convenience
We may suspend or terminate the Services or your access at any time for any reason or no reason, with or without notice. Upon termination, your right to use the Services ends. Sections intended to survive will survive, including 2–5 and 7–22.
12) Disclaimers
THE SERVICES, SOFTWARE, AND ANY OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH NO COMMITMENTS OR GUARANTEES, AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SPELLSHOT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, AND THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR‑FREE. WE DO NOT WARRANT OR ASSUME RESPONSIBILITY FOR THIRD‑PARTY SERVICES OR DATA, OR THAT OUTPUT IS RELIABLE, ACCURATE, OR SUITABLE FOR ANY PURPOSE. THE SERVICES DO NOT PROVIDE PROFESSIONAL ADVICE.
13) Limitation of Liability (Zero‑Liability with Fallback)
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPELLSHOT AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, OR LIABILITIES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS. NOTHING IN THESE TERMS EXCLUDES LIABILITY FOR SPELLSHOT’S OWN WILLFUL MISCONDUCT OR GROSS NEGLIGENCE TO THE EXTENT SUCH EXCLUSION IS PROHIBITED BY LAW. IF A TOTAL EXCLUSION OF LIABILITY IS NOT ENFORCEABLE IN A GIVEN CASE, THEN THE TOTAL AGGREGATE LIABILITY OF SPELLSHOT AND ITS AFFILIATES FOR ALL CLAIMS WILL BE THE LEAST PERMITTED BY LAW AND, IN ANY EVENT, WILL NOT EXCEED THE LESSER OF: ZERO DOLLARS (US $0), ONE HUNDRED DOLLARS (US $100), OR THE AMOUNTS YOU PAID TO SPELLSHOT FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14) Indemnification (User Obligations)
You will defend, indemnify, and hold harmless Spellshot and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including attorneys’ fees and costs) arising out of or related to: (a) your Content or Output; (b) your use or misuse of the Services; (c) your violation of these Terms or law; or (d) actual or alleged infringement, misappropriation, or violation of rights by your Content or use. Spellshot may control the defense and settlement at its discretion; you will cooperate and pay all resulting amounts.
15) Export; Sanctions; Government Use
You represent that you are not subject to U.S. sanctions and are not on any U.S. government restricted list. You will comply with all U.S. export control and sanctions laws. The Services and software are “commercial items” provided with only those rights set forth in these Terms; use by the U.S. Government is subject to these Terms.
16) Governing Law; Mandatory Arbitration; Waivers
These Terms are governed by the laws of the State of Delaware, without regard to conflict‑of‑laws rules. All disputes will be resolved by binding, individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and venue of arbitration will be Wilmington, Delaware, and the language will be English. YOU AND SPELLSHOT WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. Notwithstanding the foregoing, Spellshot may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
17) Changes
We may update the Services or these Terms at any time. Changes are effective upon posting or notice. Your continued use of the Services constitutes acceptance of the updated Terms.
18) Assignment
Spellshot may assign, transfer, or delegate these Terms, in whole or in part, without restriction. You may not assign or transfer these Terms, or any rights or obligations hereunder, without Spellshot’s prior written consent, and any attempted assignment without consent is void.
19) Severability; Entire Agreement; No Waiver
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. These Terms constitute the entire agreement between you and Spellshot regarding the Services and supersede prior or contemporaneous understandings. Our failure to enforce any provision is not a waiver of our rights.
20) Contact
Questions about these Terms: founders@spellshot.ai.