Terms of Service

These Terms of Service ("Terms") are a binding agreement between you ("you," the "Customer") and Spoolio ("Spoolio," "we," "us") for your access to and use of the Spoolio AI video studio platform at spoolio.aiand related products, features, services, and software (collectively, the "Service").

By creating an account, clicking "I agree," or using the Service, you accept these Terms, our Privacy Policy, our Acceptable Use Policy, our Cookie Policy, and any other policies referenced. If you don't agree, do not use the Service.

If you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.

To use the Service, you must:

• Be at least 13 years old (16 in the EU/EEA unless your country has set a lower threshold of 13 per GDPR-K).
• Have the legal capacity to enter into a binding contract in your jurisdiction.
• Not be barred from receiving services under applicable export controls or sanctions law (e.g. comprehensive US, EU, or UK sanctions).
• Not have been previously suspended or removed from the Service.

Biometric features (voice cloning, face references) require additional age attestation at upload.

You agree to provide accurate, current, and complete information at signup and to keep it up to date. You are responsible for keeping your password confidential, for all activity under your account, and for promptly notifying us at security@spoolio.ai of any suspected unauthorised access.

We may suspend or terminate accounts that we believe are being misused, that violate these Terms or the Acceptable Use Policy, that are inactive for an extended period, or that pose security risk. See "Termination" below.

Tiers

Spoolio is offered on a tiered subscription model. Current tiers, pricing, and included features are described at /pricing. Summary:

Tokens

Generation features consume tokens at rates published at /pricing. Tokens are tied to the billing cycle for which they were issued — unused subscription tokens do notroll over unless explicitly stated in your tier's description. Subscription tokens reset on each billing cycle.

Top-up token packs

You may purchase additional tokens via one-time top-up packs:

Top-up tokens do not expire while your account is active.

Billing, auto-renewal, and trials

• Subscriptions are billed monthly or annually in advance via Stripe. Annual subscriptions receive a discount as published.
• Subscriptions auto-renew at the end of each billing cycle at the then-current price unless cancelled before renewal. You authorise us to charge your saved payment method.
• Any free trial converts to a paid subscription at the end of the trial period unless cancelled. We will email you a reminder before the trial converts.
• Price changes will be communicated at least 30 days in advance and apply at the next renewal.

Refunds and cancellation

You can cancel any time in Settings → Billingor via Stripe's portal. Cancellation takes effect at the end of the current billing cycle. You retain access to paid features until then.

Subscription fees are non-refundable except where required by law. We may grant a pro-rata refund at our discretion (e.g. extended service outage). One-time top-up tokens are non-refundable once credited.

Taxes

Prices are exclusive of taxes unless stated. Stripe calculates and collects applicable sales tax, VAT, or GST on our behalf. You are responsible for any taxes related to your use of the Service.

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated here by reference. Highlights:

• You will not use the Service to generate sexual content involving real persons without explicit documented consent, content sexualising minors, content inciting violence or hate, election disinformation, deceptive impersonation, harassment, malware, or content that infringes IP or biometric rights.
• Voice cloning is opt-in and limited to (a) your own voice; (b) a voice you have explicit, documented, time-limited written consent to clone; or (c) public-domain / licensed voice content where the underlying rights allow. Cloning a celebrity, politician, or public figure without their written consent is prohibited.
• Face references are limited to your own face or a face you have documented written consent to use.
• You will not attempt to circumvent rate limits, token caps, content moderation, or platform integrations' terms.

Your content

You retain all rights you hold in the content you submit to the Service (prompts, scripts, brand assets, voice samples, face references, music briefs, uploaded media — collectively "Customer Content").

Licence to Spoolio

You grant Spoolio a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, transform, and display Customer Content solely to:

• provide and operate the Service;
• transmit Customer Content to sub-processors (AI providers, social platforms you connect, payment processors) as needed;
• backup, restore, and recover the Service;
• enforce these Terms, defend legal claims, and respond to lawful requests.

We will not use Customer Content for product marketing without your explicit prior consent.

Generated content (Outputs)

When you successfully generate a video, image, or audio output via the Service (an "Output"), Spoolio assigns you all assignable rights it holds in that Output. Outputs may be:

• Free / Starter tier: personal and non-commercial use only. Commercial use requires Creator tier or above.
• Creator and above: commercial use permitted, including in paid advertising and monetised channels, subject to third-party rights (music licences, voice consent, brand IP).
• Agency tier: client-deliverable rights and white-label use permitted under your subscription terms.

You are responsible for ensuring that prompts and inputs do not infringe third-party rights. AI Outputs may not be uniquely copyrightable in some jurisdictions (e.g. US Copyright Office guidance); we make no representation that any Output qualifies for copyright protection.

Music, stock, and reference inputs

AI-generated music tracks and stock visuals delivered via the Service are licensed for use in your Outputs under the terms of the underlying provider (MiniMax, Mubert, Suno, Pexels, etc.). You may not export or redistribute those underlying assets outside your Output.

Generation is probabilistic

AI models produce probabilistic outputs that may contain inaccuracies, biases, or content that does not match your intent. You are responsible for reviewing every Output before publication. Spoolio's quality gate reduces but does not eliminate the risk of low-quality Outputs.

Synthetic media disclosure

You agree to disclose AI generation in your published content where required by law (e.g. EU AI Act Art. 50; YouTube + TikTok + Meta synthetic-media policies). Spoolio may attach content provenance metadata (C2PA where available).

Voice cloning + likeness

By submitting a voice sample or face reference, you represent and warrant that:

• the voice is yours, OR the face is yours, OR you have explicit, documented, written consent from the person whose likeness you submit;
• the use does not violate publicity rights, privacy rights, BIPA, CUBI, or comparable biometric or likeness laws in the subject's jurisdiction;
• the subject (where applicable) is at or above the legal age in their jurisdiction for the activity;
• the resulting Output will not be used for deceptive impersonation, fraud, harassment, election interference, non-consensual sexual content, or any other prohibited use under the Acceptable Use Policy.

You indemnify Spoolio against claims arising from breach of these representations.

When you connect a third-party platform (e.g. TikTok, YouTube, Instagram, Facebook, Pinterest, LinkedIn, X, Buffer, Meta Ads Manager, TikTok Ads, Google Ads) and publish or deploy content to it, your use of that platform is subject to its own terms and policies. Spoolio is not responsible for those platforms' actions, downtime, suspensions, or moderation decisions.

Maintain your accounts on those platforms in good standing. If a platform suspends your account for content you published via Spoolio, that is between you and the platform.

Spoolio responds to valid DMCA notices and similar copyright notices from other jurisdictions. Full notice and counter-notice procedure: /dmca.

We will terminate accounts of repeat infringers under appropriate circumstances.

We aim for high availability but do not guarantee uninterrupted access. We may suspend or modify the Service for maintenance, upgrades, security, or legal compliance. Material modifications will be communicated via in-product notice or email.

Beta features may be offered "as is." We may discontinue beta features with reasonable notice.

To the maximum extent permitted by law, the Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, secure from all unauthorised access, or that AI Outputs will be accurate, complete, suitable, original, or non-infringing.

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility.
• Each party's aggregate liability for any claim arising out of or relating to these Terms or the Service is limited to the greater of (a) the amount you paid Spoolio in the 12 months preceding the event giving rise to the claim, or (b) US$100.

These limits don't apply to (i) breaches of confidentiality; (ii) your indemnification obligations; (iii) your payment obligations; (iv) liability that cannot be excluded by law (gross negligence, wilful misconduct, fraud, death or personal injury caused by negligence in jurisdictions where exclusion is barred).

You will defend, indemnify, and hold harmless Spoolio, its affiliates, and their respective officers, employees, and agents from and against any third-party claim, damages, liability, and reasonable legal fees arising from or related to:

• your Customer Content;
• your use of any Output, including any infringement, publicity, biometric, defamation, or deception claim;
• your breach of these Terms or our Acceptable Use Policy, including the voice cloning + likeness representations above;
• your violation of applicable law or third-party rights.

We'll notify you of the claim, allow you to control its defence (with our reasonable approval), and reasonably cooperate.

By you. You can cancel your subscription any time in Settings → Billing. You can delete your account from Settings → Account.

By Spoolio. We may suspend or terminate your account immediately if you:

• violate these Terms, the Acceptable Use Policy, or our other policies;
• fail to pay amounts owed and don't cure within 10 days of notice;
• misuse biometric features (impersonation, fraud, harassment);
• create security, legal, or reputational risk to Spoolio or other users;
• are barred under applicable sanctions, export controls, or other law.

On termination, your access ends. Customer Content is deleted per the retention schedule in the Privacy Policy. Sections that by their nature should survive termination (warranties, liability, indemnification, IP, governing law, dispute resolution) survive.

We may update these Terms from time to time. Material changes will be communicated via in-product notice and email at least 30 days before they take effect, except where shorter notice is required by law or to address a security issue. If you don't agree to a change, stop using the Service before the change takes effect. Continued use after the effective date constitutes acceptance.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, and excluding the UN Convention on Contracts for the International Sale of Goods.

Informal resolution

Before filing any formal proceeding, you agree to first contact us at legal@spoolio.ai and attempt in good faith to resolve the dispute for 30 days.

Binding arbitration (US users)

If informal resolution fails, you and Spoolio agree to resolve all disputes by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules in Wilmington, Delaware, USA, by a single arbitrator. The arbitrator can award the same relief a court could, but only on an individual basis.

Class-action waiver

You and Spoolio waive any right to participate in class actions, class arbitrations, or representative actions. If this waiver is unenforceable for a particular claim, the entire arbitration agreement is void for that claim.

Right to opt out of arbitration

You may opt out of the arbitration agreement and class-action waiver by emailing legal@spoolio.aiwithin 30 days of first accepting these Terms with the subject line "Arbitration Opt-Out." This affects only the arbitration clause; the rest of the Terms still apply.

Small-claims carve-out

Either party may bring an individual action in small-claims court for a dispute within that court's jurisdiction.

• Entire agreement.These Terms (plus the policies referenced in "Agreement to terms") are the entire agreement between you and Spoolio for the Service, superseding prior agreements on the same subject.
• Severability. If any provision is held unenforceable, the rest stays in effect.
• No waiver.Our failure to enforce any right isn't a waiver.
• Assignment.You can't assign these Terms without our consent. We may assign in connection with a merger, acquisition, or sale of assets.
• Notices. We may notify you by in-product notice or by email to the address on your account. You may notify us at legal@spoolio.ai.
• Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
• Government end users.The Service is "commercial computer software" per FAR 12.212.
• Export. You will comply with applicable export controls and sanctions.

• Legal: legal@spoolio.ai
• Privacy / DPO: privacy@spoolio.ai / dpo@spoolio.ai
• Security: security@spoolio.ai
• Trust + safety: trust@spoolio.ai
• DMCA: dmca@spoolio.ai
• Support: support@spoolio.ai