Spyce.ai Terms of Service

PLEASE READ THESE TERMS OF USE ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY CLASS ACE LLC ("COMPANY") DOING BUSINESS AS SPYCE.AI. BY VISITING THE WEBSITES OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF COMPANY'S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

These Terms of Service contain a binding arbitration agreement whereby you agree to waive your right to a jury trial and further agree to waive your right to bring any dispute or claim as part of a class or representative action. For further details, see below (Dispute Resolution, Agreement to Arbitrate, Class Action Waiver, Venue and Forum).

PARENTS, you can easily block access to this site. Please read https://www.rtalabel.org/index.php?content=parents for more information.

ACCESS TO THE SERVICES
The www.spyce.ai website and domain name and all other websites and domain names affiliated with Company, and any other linked pages, features, content, or application services offered from time to time by Company in connection therewith (collectively, the "Website") are owned and operated by Company. Subject to the terms and conditions of this Agreement, Company may offer to provide certain services, as described more fully on the Website, and which are selected by you through the process provided on the Website (together with the Website, "Services"), solely for your own use, and not for the use or benefit of any third party. The term "Services" shall include, without limitation, any service Company performs for you and the Content (as defined below) offered by Company on the Website. Company may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Company reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

You represent and warrant to Company that:
You are of legal age to form a binding contract;
All registration information you submit is accurate and truthful;
You will maintain the accuracy of such information;
You certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

ADDITIONAL TERMS

WEBSITE CONTENT

Through the Website and under the conditions stipulated in these Terms of Service, Company allows the users of the Website to view or submit videos or other material and to host, share and/or publish such submissions. The submissions are made accessible and provided to other users under and subject to the conditions stipulated in these Terms of Service.

The Website contains sexually explicit content that may impair physical, mental or moral development of minors. If you are under the age of 18 and/or under the age of majority in the jurisdiction in which you reside or from which you are accessing the Website, you are not permitted to use the Website.

By accessing the Website, you certify and warrant to Company that:

you are at least 18 years of age or otherwise the age of majority under the laws of your state, province or country; AND
you know and understand that the materials presented at and/or downloadable from the Website include explicit visual, audio, and/or textual depictions of nudity and explicit sexual activities; that you are familiar with materials of this kind; that you are not offended by such materials; and that by agreeing to these Terms of Service you are warranting to us that you are intentionally and knowingly seeking access to such explicit sexual materials; AND
you will use the Website solely for personal and non-commercial purposes; and you will not download, copy or distribute any part of the Website for any commercial purpose or as otherwise prohibited by law; AND
you will not alter, delete, add, change or edit any of these Terms of Service, and any such attempted alteration shall be void and of no effect.

The Website and its contents are intended solely for the personal, non-commercial use of Website users and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website (including, but not limited to text, graphics, articles, photographs, images, videos, illustrations (also known as the "Content")) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you:
Without the express prior written consent of the respective owners, and
In any way that violates any third party right.
The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part, except for the content that you create and pay for. You may download or copy the Content not owned by you (and other items displayed on the Website for download) for personal non-commercial use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content not owned by you in any form. Copying or storing of any Content other than personal, noncommercial use is expressly prohibited without prior written permission from Company or from the copyright holder identified in such Content's copyright notice. In the course of using the Services, you and other users may provide information which may be used by Company in connection with the Services and which may be visible to certain other users. You understand that by posting information or content on the Website or otherwise providing content, materials or information to Company or in connection with the Services (collectively, "User Submissions"), Company hereby is and shall be granted a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and transferable right to fully exploit such User Submissions (including all related intellectual property rights) and in connection with the Website, the Services, and Company's (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites) for any Company-related purpose in any form, medium or technology now known or later developed; however, Company will only share your personally identifiable information in accordance with Company's current Privacy Policy athttps://spyce.ai/privacy. You also hereby do and shall grant each user of the Services a non-exclusive license to access your User Submissions through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Services and under this Agreement. Furthermore, you understand that Company retains the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content. You understand that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Company cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

Child sexual abuse or non-consensual sexual acts

Company is committed to protecting children from all forms of abuse and to preventing our platforms from being accessed by any underage individual. Any sexual content we suspect might feature persons under the age of 18 will be removed and reported to law enforcement in accordance with applicable laws and as warranted. Similarly, we are committed to protecting victims of non-consensual sexual acts. If you believe that any content appearing on the Website depicts any person under the age of 18 in a sexual nature or depicts non-consensual acts, please email with a screenshot or links to tom@spyce.ai. We use AI tools to detect and flag content that is sexual, pornographic, hentai, or violent, and also to detect the ages of faces in images. We use these tools to prevent illegal content from appearing on the website.

Spyce.ai is rated with RTA (Restricted To Adults) label. PARENTS, you can easily block access to this site. Please read https://www.rtalabel.org/index.php?content=parents for more information.

Terrorism and Physical Harm Violence

Company expressly prohibits any use of the platform and services to depict, display, perpetuate, and promote terrorism and physical harm violence. Any content (including videos, video descriptions, comments, audio, live streams, external links, URLs, verbal directions, and any other material, product, or feature) suspected of such activity will be removed and reported to law enforcement in accordance with applicable laws and as warranted. Such prohibited use includes, by way of example without limitation:

Threats of violence or wish for the serious physical harm, death, or disease of an individual or group of people, including threatening or promoting terrorism;
Indications of affiliation with organizations or individuals that use or promote violence against civilians to further their causes, including by their own statements or activity both on and off the platform;
Glorifying violence against civilians;
Praising, promoting, recruiting for, fundraising for, or aiding terrorists, violent extremists, or criminal organizations;
Content produced by violent extremist, criminal, or terrorist organizations;
Praising or memorializing terrorists, extremists, or criminal figures in order to encourage others to carry out acts of violence;
Praising or justifying violent acts carried out by violent extremist, criminal, or terrorist organizations;
Content aimed at recruiting new members to violent extremist, criminal, or terrorist organizations;
Depicting hostages or posted with the intent to solicit, threaten, or intimidate on behalf of a criminal, extremist, or terrorist organization;
Depicting the insignia, logos, or symbols of violent extremist, criminal, or terrorist organizations in order to praise or promote them;
Content that glorifies or promotes violent tragedies, such as school shootings and terrorist events;
Content created by terrorists, criminal or extremist organizations;
Celebrating terrorist leaders, terrorist organizations, violent extremists and organizations, and criminals and criminal organizations in songs or memorials;
Content directing users to sites that adopt or support terrorist ideology, are used to disseminate prohibited material, or are used for recruitment to terrorist, violent extremist or criminal organizations;
Video game and animated content that has been developed or modified to glorify a violent event, its perpetrators, or support violent criminal or terrorist organizations;
Material inciting or soliciting others to commit or contribute to the commission of violent acts against individuals or groups of people or to participate in the activities of a terrorist, violent extremist or criminal organization;
Content providing instruction on the making or use of explosives, firearms or other weapons or noxious or hazardous substances, or on other specific methods or techniques for the purpose of committing or contributing to the commission of violent, criminal or terrorist acts;
Footage, audio, or imagery involving road accidents, natural disasters, war aftermath, terrorist attack aftermath, street fights, physical attacks, immolation, torture, corpses, protests or riots, robberies, medical procedures, or other such scenarios with the intent to shock or disgust viewers;
Footage filmed, or images provided by the perpetrator during a deadly or major violent event, in which weapons, violence, or injured victims are visible or audible;
Footage of injured dead bodies.

If you believe that any such content is appearing on the Website, please report it immediately by sending a screenshot and link to tom@spyce.ai with subject "Takedown Request"

User Submissions

We allow our users to submit videos or other material and to share and publish such submissions for display in the free areas of the Website ("Submissions"). You shall be solely responsible for your Submissions (including those made through your account) and the consequences of posting or publishing them. In connection with your Submissions, you affirm and warrant that:

you have the written consent, written release, and/or written permission of each and every identifiable person in the Submissions to use his or her name and/or likeness in the manner contemplated by these Terms of Service; AND
no one in the Submissions is under the age of 18; AND
your Submission is compliant with all laws, including, but not limited to, 18 U.S.C. § 2257 and 28 C.F.R Pt. 75; AND
you are 18 years of age or older and retain all of your ownership rights in your Submissions, although by submitting the material to us, you grant us a worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, modify, adapt, transmit, translate, distribute, promote, exhibit, prepare derivative works of, publicly display, and publicly perform the Submission. This license ends when your Submission is deleted from our systems; AND
the posting of your Submissions on or through the Website does not, directly or indirectly, violate any laws prohibiting or otherwise depict child sexual abuse material or non-consensual sexual activity of any kind and does not, directly or indirectly, violate the legal rights of any person or entity, including without limitation any privacy or publicity rights, copyrights, trademark rights, trade secret rights or contractual rights; AND
by posting your Submissions you allow us to share any content and any of your user related information with law enforcement authorities in connection with any investigation related to Child Sexual Abuse Material ("CSAM"), and/or any other non-consensual activity; AND
to the extent permitted by applicable law, you will defend, indemnify, and hold harmless Class Ace LLC, including our affiliates, officers, agents, and employees, from and against any and all claims, damages, judgments, awards, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorneys' fees) arising from or related to: (i) your use of and access to the Website, (ii) your violation of these Terms of Service, (iii) your violation of any third-party right including, but not limited to, any copyright, property, publicity, or privacy right, (iv) any claim that your Submission caused damage to a third party, or (v) any claim that you engaged in reprehensible or culpable conduct. You acknowledge that you are solely responsible for any offensive, inappropriate, obscene, unlawful, unauthorized or otherwise objectionable content or information you upload and that we shall have no liability for such content or information. You agree that we shall have the sole right and obligation to control the legal defense against any such claims, demands, or litigation, including, but not limited to, the right to select counsel and to compromise or settle any such claims, demands, or litigation; AND
if anyone brings a claim against us related to your actions, uploaded content, or any information obtained from or through you, and that claim is related to a fault, violation of these Terms of Service, or any other reprehensible or culpable behavior on your part, or is intended to remedy the consequences of any such fault, violation or behavior, you will indemnify and hold us including our affiliates, officers, agents, and employees harmless from any such claim, including for any and all liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys' fees. You acknowledge that you are solely responsible for any offensive, inappropriate, obscene, unlawful, unauthorized or otherwise objectionable content or information you upload and that we shall have no liability for such content or information; AND
you have paid or shall pay any and all residuals, reuse and other fees, compensation or payments of any kind, however denominated, which are due or may become due in relation with your Submissions.

OWNERSHIP RIGHTS

You retain your ownership rights to any Content you submit, create, post or display on or through the Services. You own your Content (and your incorporated audio, photos, files, and videos are considered part of the Content). Feel free to use your created Content for anything, including commercial purposes. Company also reserves the right to use this Content on its any of its owned websites (like spyce.ai, wrkai.com, or classace.io), or in its marketing materials. You grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right to use your Content for any purpose. You also grant Company the right to use your username in connection with your Content. You understand that Company may modify, adapt, or create derivative works from your Content in order to transmit, display or distribute it over computer networks, devices, service providers, and in various media. You agree that you will not upload, post, or otherwise make available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such proprietary right. Company does not have any express burden or responsibility to provide you with indications, markings, or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights.

CREATOR TOOLS

Company offers a suite of content creation tools, many of which run on high-end graphics processing units (GPUs). You may access and use these tools to create Content for your own personal or commercial use. Some tool uses are offered free to all users (for example, the first 5 tool users per day that cost less than $0.005 each), but most require payment. If a tool use is not free and is not paid for with Create Credits, you'll be charged for the compute time used, as well as for other potential fees, such as 3rd party API fees, storage and bandwidth. An estimated cost per AI task is provided, although actual compute costs per task may be higher or lower. You may not use the tools to create Content that is illegal, obscene, defamatory, threatening, infringing of intellectual property rights, invasive of privacy or publicity rights, or otherwise injurious to third parties or objectionable, and Company may remove any such Content and terminate your account at any time, without notice. Some of the tools feature AI NSFW detection that may prevent you from seeing created Content. Sometimes, the tools may not work as expected because of intermittent server failures. We do our best to identify outages and ensure that you're not billed for tasks that fail do to server hangups. If you find a failed task where you believe you were billed wrongly, please contact us at tom@spyce.ai

YOUR WARRANTY

You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that
Infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;
Violates any law, statute, ordinance or regulation;
Is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;
Involves commercial activities and/or sales without Company's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
Impersonates any person or entity, including without limitation any employee or representative of Company; or
Contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Company reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Company, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein.

RESTRICTIONS

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Company user. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services' infrastructure. Further, the use of manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

WARRANTY DISCLAIMER

Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. THE SERVICES, CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

PRIVACY POLICY

For information regarding Company's treatment of personally identifiable information, please review Company's current Privacy Policy at https://spyce.ai/privacy, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Company's Privacy Policy.

REGISTRATION AND SECURITY

As a condition to using some aspects of the Services, you may be required to register with Company and select a password and user name ("Company User ID"). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not
Select or use as a Company User ID a name of another person with the intent to impersonate that person; or
Use as a Company User ID a name subject to any rights of a person other than you without appropriate authorization. Company reserves the right to refuse registration of or cancel a Company User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.

INDEMNITY

You will indemnify and hold Company, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF FEES PAID BY YOU THEREFOR OR $100;
FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER;
FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR
FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

FEES AND PAYMENT

Company reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. Company reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges.

THIRD PARTY WEBSITES

The Services may contain links to third party websites that are not owned or controlled by Company, or the Services may be accessible by logging in through a third party website or service; for example, you may access the Services through Facebook by using its "Facebook Connect" functionality. When you access third party websites, you do so at your own risk. You hereby represent and warrant that you have read and agreed to be bound by all applicable policies of any third party websites or services relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites. In addition, Company will not and cannot monitor, verify, censor or edit the content of any third party site. By using the Services, you expressly relieve and hold harmless Company from any and all liability arising from your use of any third party website. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our service. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

TERMINATION

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services or your membership at any time by following the instructions on the Website. Company may terminate your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Company may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

DATA DELETION

If you would like us to delete all of the data associated with your account, please send an email to tom@spyce.ai.

MISCELLANEOUS

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Santa Clara County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of California. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever.

COPYRIGHT DISPUTE POLICY

Company has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at https://www.copyright.gov/legislation/dmca.pdf). The address of Company's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this Section. It is Company's policy to
Block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and
Remove and discontinue service to repeat offenders.
Procedure for Reporting Copyright Infringements: If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
Identification of works or materials being infringed;
Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
Contact information about the notifier including address, telephone number and, if available, email address;
A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
Once Proper Bona Fide Infringement Notification is Received by the Designated Agent, it is Company's policy:
To remove or disable access to the infringing material;
To notify the content provider, member or user that it has removed or disabled access to the material; and
that repeat offenders will have the infringing material removed from the system and that Company will terminate such content provider's, member's or user's access to the Services.
Procedure to Supply a Counter-Notice to the Designated Agent: If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:
A physical or electronic signature of the content provider, member or user; Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
Content provider's, member's or user's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or, if the content provider's, member's or user's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company's discretion.Please contact Company's Designated Agent to Receive Notification of Claimed Infringement at the following address: Designated Agent to Receive Notification of Claimed Infringement: Tom Charytoniuk e-mail: tom@classace.io

APPLE DEVICE AND APPLICATION TERMS

In the event you are using the Services in connection with a device provided by Apple, Inc. ("Apple") or a Company application obtained through the Apple App Store (collectively, such uses are henceforth the "Application"), the following shall apply:
17.1 You acknowledge and agree that this Agreement is concluded between you and the Company only, and not with Apple, and that Apple is not responsible for the Application or the Content;
17.2 The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Services;
17.3 You will only use the Application in connection with an Apple device that you own or control;
17.4 You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
17.5 In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
17.6 You acknowledge and agree that Company, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
17.7 You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, Company, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
17.8 You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
17.9 You acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use;
17.10 You acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary thereof;

CONTACT

If you have any questions, complaints, or claims with respect to the Services, you may contact us at tom@spyce.ai