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1. Introduction

Welcome to SpangleAI Inc. (“Spangle”, “we”, “us”, or “our”), an AI platform designed to enhance your and your customers’ retail commerce journey. These Terms of Use ("Terms of Use") govern your use of our website located at https://www.spangle.ai and/or any related services. By accessing or using our Services, you (“User”, “you” or “your”) agree to comply with these Terms of Use. If you are a customer of Spangle (“Customer”), additional terms governing your use of the Services are set forth in the applicable Insertion Order, Terms and Conditions, Statement of Work, and/or other documents executed by your organization and Spangle (collectively, the “Master Agreement”). In the event any term of these Terms of Use conflicts with any term of the Master Agreement, then the conflicting term(s) of the Master Agreement will prevail.

2. User Accounts

Some of our Services require that you first create an account with Spangle (an “Account”) and provide certain information (“Account Information”). You represent and warrant that: (a) any Account Information you provide is truthful and accurate, and (b) you will ensure that such information remains accurate by updating it when necessary. You are responsible for maintaining the security of your Account, and the confidentiality of your Account Information, including login credentials. You acknowledge that sharing of your login credentials is strictly prohibited. You agree to immediately notify Spangle of any actual or suspected unauthorized use of your Spangle account. Spangle may immediately suspend or terminate your Account(s) in the event you breach these Terms of Use.

3. License and Certain Restrictions

  • If you are a Customer, then subject to these Terms of Use and the Master Agreement, Spangle grants you a limited, non-exclusive, non transferable and revocable license to use the Services for your own internal business purpose. You are fully responsible for all activities that occur under your Spangle account.
  • If you are not a Customer, then Spangle grants you a limited, non-exclusive, non-transferable and revocable license to visit this website, which is a part of the Services, for your own internal business purposes. You are responsible for all of your activities on the website.
  • In accessing or using the Services, you agree not to do any of the following:
  • Provide access to, distribute, sell, or sublicense any portion of the Services to any third party.
  • Use the Services on behalf of, or to provide any product or service to, third parties (excluding the goods/services offered by you to your customers through your covered sites as contemplated by the applicable Master Agreement).
  • Modify, copy, scrape, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services.
  • Remove or obscure any proprietary notices within the Services.
  • Use any Spangle AI tools for illegal, misleading, or harmful activities.
  • Interfere with the operation of any part of the Services, circumvent any access restrictions, or conduct any security or vulnerability test of any part of the Services.
  • Transmit any viruses or other harmful materials to or within the Services.
  • Take any action that risks harm to others or to the security, availability, or integrity ofthe Services.
  • Access or use the Services in any manner that infringes, misappropriates, or otherwiseviolates any intellectual property right or other right of any person, or that violates any applicable law
  • Permit the unauthorized access of or to the Services.
  • Excluding your User Content (defined below), you acknowledge that (a) the Services, and all improvements, enhancements, derivatives or modifications thereto, (b) any software applications, inventions or other technology developed in providing the Services, and (c) all intellectual property rights, including without limitation, copyrights, patents, trademarks, and trade secrets, in the Services are owned by Spangle or its licensors. The provision of the access or use of the Services does not transfer to you or to any third party any rights, title, or interest in or to such intellectual property rights. We reserve all rights not granted in these Terms of Use or the Master Agreement.

4. User Content

  • “User Content” means any and all information and content that you submit to Spangle as part of your use of the Services with the exception of Account Information. You are solely responsible for User Content. You assume all risks associated with use of User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of User Content that personally identifies, or is capable of personally identifying, you or any third party. You hereby represent and warrant that (a) you have the necessary rights and permissions to provide User Content to Spangle; (b) the User Content does not contain personal data or personally identifiable information, as such terms are defined under applicable data privacy laws; and (c) the User Content does not violate the terms of Section 5 below. You may not state or imply that User Content is in any way provided, sponsored, or endorsed by Spangle. Because you are solely responsible for User Content, you may be liable if, for example, User Content violates the terms of Section 5. We have no obligation to preserve or to back-up any User Content, and User Content may be deleted at any time, with or without notice. You are solely responsible for creating backup copies of User Content should you desire to do so.
  • You hereby grant, and you represent and warrant that you have the right to grant, to us an irrevocable, non-exclusive, royalty-free, fully paid, worldwide license to reproduce, distribute, and otherwise use and display the User Content and perform all acts with respect to the User Content as may be necessary for us to provide you access and use of the Services under the Master Agreement and these Terms of Use.
  • If you provide us any feedback, recommendations, or suggestions regarding the Services(“Feedback”), you hereby assign to us all of your rights in the Feedback. If suchFeedback cannot be lawfully assigned to us, you hereby grant to Spangle a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Services. You agree that we will have the right to use such Feedback and related information for any lawful purposes without attribution or compensation to you. Feedback is expressly provided to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you, or anyone you represent, consider to be confidential and/or proprietary.

5. Acceptable Use

  • You visit our Website.You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content that:
  • Violates third-party rights – this includes copyrights, trademarks, patents, trade secrets, moral rights, privacy rights, publicity rights, or any other intellectual property or proprietary rights;
  • Contains unlawful or harmful material – such as content that is harassing, abusive, defamatory, false, misleading, invasive of privacy, trade libelous, pornographic, obscene, or offensive (e.g., promoting racism, bigotry, hatred, or physical harm to individuals or groups) or is harmful to minors.
  • Violates laws or regulations – including those related to email or phone marketing, trade practices, and the marketing or sale of illegal goods or services.
  • Additionally, you agree not to:
  • Distribute malicious software – including viruses, worms, or other harmful software.
  • Use unauthorized content – upload or send material (text, images, graphics) that you do not own or have rights to use.
  • Engage in spam or unsolicited messaging – this includes bulk emails, junk mail, chain letters, pyramid schemes, or deceptive messages.
  • Provide false information – such as inaccurate names, email addresses, subject lines, or misleading details.
  • Transmit sensitive data – including social security numbers, passwords, security credentials, or any other personally sensitive  information.
  • Send unpermitted communications – including marketing emails without recipient consent or messages intended for SMS or MMS delivery.
  • Use unauthorized contact lists – upload, purchase, rent, or use third-party lists without proper authorization.
  • Harvest or collect user data – gathering information (e.g., email addresses) from other users without consent.
  • Disrupt or overload any part of the Services – interfere with our servers, networks, or attempt unauthorized access.
  • Engage in automated misuse – use bots, scripts, or automated tools to create accounts, scrape data, or perform unauthorized queries.
  • Harass or disrupt users – interfere with others’ access and enjoyment of the Services.
  • We reserve the right, at our sole discretion, to review content, investigate violations, and take appropriate action. This may include modifying or removing User Content, terminating accounts, and reporting violations to law enforcement.

6. AI-Generated Content and Ownership

  • You retain ownership of your User Content.
  • By using the Services, you grant us a temporary, non-exclusive license to store and process your User Content as necessary in order for us to provide the Services as contemplated by these Terms of Use and the Agreement.
  • AI-generated content may be subject to limitations, inaccuracies, and biases.
  • We do not guarantee the accuracy of any AI-generated content.

7. Privacy and Data Protection

  • User data is handled according to our Privacy Policy. See https://spangle.ai/privacy-policy.
  • AI-generated content may be analyzed to improve AI models.
  • You represent and warrant that you comply with all applicable data protection laws.
  • Users can manage their personal data preferences.

8. Service Availability and Reliability

  • The Services are provided "as is" without warranties of uninterrupted service.
  • Spangle is not responsible for outages, maintenance periods, or software errors.

9. Third-Party Integrations

  • The Services may include links to other websites, services, or advertisements (“Third-Party Sites”) that are not owned or operated by us. These links are provided for your convenience. We do not control or take responsibility for the content, security, or policies of these sites.
  • If you choose to visit any Third Party Sites, you will be subject to their terms, policies, and data collection practices, which may be different from ours. We encourage you to review them before using their services.

10. Content Moderation

  • We reserve the right to review and remove any content that violates these Terms of Use.
  • Users can report inappropriate content, including any content that they believe infringes the intellectual property rights of any third-party, for review at legal@spangle.ai.

11. Indemnification

You agree to indemnify and hold us harmless from and against any third party claims arising from your use of the Services, breach of these Terms of Use or the use or display of any User Content.

12. Disclaimers

  • EXCEPT AS OTHERWISE PROVIDED IN THE MASTER AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”. WE MAKE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE ARE NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR CONTROL. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND YOU WILL MAKE YOUR OWN DETERMINATION AS TO THE SAFETY, EFFICACY, ACCURACY, LAWFULNESS, AND APPROPRIATENESS OF ANY CONTENT ON, OR GENERATED BY, THE SERVICES, FOR ANY GIVEN USE.
  • We are not liable for losses resulting from, among other things, AI-generated content errors; service disruptions; or, User misuse of the Services.

13. Other

  • These Terms of Use will be interpreted and governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal suit, action or proceeding arising out of or relating to these Terms of Use shall be brought exclusively in the state or federal courts located in the State of Delaware. The parties agree to waive trial by jury and to have any case tried before a judge thereof.
  • We reserve the right to modify these Terms of Use at any time. Users will be notified of significant changes, and continued use of the Services constitutes acceptance of the new terms. We recommend checking these Terms of Use regularly for the latest version.
  • If any part of these Terms of Use is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will be unaffected. The invalid, illegal or unenforceable part of these Terms of Use shall apply with whatever modification is necessary to give effect to Spangle’s commercial intention.
  • These Terms of Use are in English. In case of discrepancies with any translated versions, the English version prevails.