These Terms and Conditions ("Terms") govern access to and use of the SPREED platform, software, artificial intelligence features, studio services, and all related digital media services (collectively, the "Services").

The Services are operated by SPREED SOFTWARE & MEDIA LLC, a limited liability company organized and existing under the laws of the State of Wyoming, EIN 61-2285568, with its principal mailing address at 7345 W Sand Lake Rd, Ste 210, Office 4401, Orlando, FL 32819, United States (hereinafter referred to as “SPREED,” “Company,” “we,” or “us”).

By clicking "I Agree," creating an account, submitting payment, accessing the platform, or otherwise using the Services, you confirm that you have read, understood, and irrevocably agreed to be legally bound by these Terms.

If you do not agree, do not proceed.

1. PARTIES

The Services are provided by SPREED SOFTWARE & MEDIA LLC, a Wyoming limited liability company ("SPREED").

SPREED may operate through affiliated entities, including SPREED FZE (United Arab Emirates), solely for operational, studio, or service-delivery purposes. All billing, contractual relationships, and disputes are governed exclusively by these Terms and SPREED SOFTWARE & MEDIA LLC.

You are the business entity or individual acting on behalf of a business ("Client," "User," "you").

2. BUSINESS-TO-BUSINESS TRANSACTION

You expressly acknowledge and agree that:

This is a business-to-business (B2B) commercial transaction;

You are not purchasing the Services as a consumer;

You waive any consumer protection, cooling-off, or rescission rights that apply to personal or household purchases

The Services are acquired exclusively for professional, commercial, or organizational use.

You represent and warrant that you have full legal authority to bind the business or organization on whose behalf you are accepting these Terms.

3. ACCEPTANCE & ELECTRONIC CONSENT

Acceptance of these Terms occurs when you:

Click a checkbox confirming agreement;

Submit payment;

Access or use the platform;

Receive or request any deliverables.

Your acceptance constitutes an electronic signature under applicable law (including the U.S. E-SIGN Act), equivalent to a handwritten signature.

SPREED maintains logs evidencing your acceptance, including timestamp, IP address, user account ID, and Terms version.

4. SERVICES OVERVIEW

SPREED provides AI-powered and human-assisted content creation and distribution services, which may include:

Short-form video editing and production;

AI-generated avatars, voices, scripts, and speech patterns ("Face AI");

Studio access and recording sessions;

Strategy, advisory, and optimization support;

Platform-based delivery, storage, and management of content.

Studio Sessions. Where a plan includes studio access or avatar/clone recording, the Client is entitled to a single one (1) hour recording session per scheduled booking, unless otherwise specified in writing. All studio sessions must be booked and managed by the Client through SPREED’s designated booking process.

5. AI SERVICES – IMPORTANT DISCLOSURES

You expressly acknowledge and agree that:

AI-generated outputs are probabilistic, not deterministic;

AI avatars, voices, and likenesses are approximations, not perfect replicas;

Minor visual, tonal, facial, or vocal variations may occur;

Outputs may be non-unique and similar to other AI-generated content;

AI outputs are provided "AS IS" and are not guaranteed to meet subjective expectations.

SPREED does not guarantee realism, perfection, likeness accuracy, or audience perception.

6. CLIENT OBLIGATIONS

You acknowledge and agree that SPREED provides access to tools, systems, studio services, and AI-enabled functionality that allow you to generate, request, and manage content. The Client is solely responsible for actively using the platform to generate, request, export, publish, and manage clips.

Without limitation, you agree that:

SPREED does not independently generate, request, approve, or publish clips on your behalf unless expressly stated in writing;

All clips are created only upon Client action, request, or submission through the platform;

Failure to request, generate, export, or publish clips in a timely manner shall not constitute non-performance by SPREED;

Decisions not to publish, delay publication, selectively post, or discontinue use of the platform are solely the Client’s responsibility;

Unused platform access, unused studio time, or unused clip-generation capacity does not entitle the Client to refunds, credits, extensions, or performance claims.

You further acknowledge that platform access constitutes service delivery. Once access is granted, SPREED’s obligations are deemed fulfilled with respect to availability of the Services.

Failure by the Client to utilize the platform, submit requests, or follow usage instructions may void guarantees and does not relieve payment obligations.

7. GUARANTEES (IF APPLICABLE)

Any performance-based guarantee:

Applies only if expressly included in the Client’s purchased plan and subject to a separate written Guarantee Addendum;

Is conditional upon strict compliance with SPREED instructions and all requirements set forth in the applicable Guarantee Addendum;

Requires fulfillment of minimum posting, timing, platform usage, and content-distribution requirements;

Excludes platform outages, algorithm changes, account restrictions, moderation actions, or third-party interference;

Is limited solely to the remedy expressly stated in the applicable Guarantee Addendum.

Guarantees do not constitute a promise of business success, revenue, leads, conversions, audience relevance, or subjective satisfaction.

In the event of any conflict, the Guarantee Addendum shall control exclusively with respect to guarantee-related matters.

Any applicable Guarantee Addendum is hereby incorporated by reference and forms an integral part of these Terms.

8. NO REFUNDS; NO CHARGEBACKS

Except where expressly stated in writing:

All payments are final and non-refundable once service access or onboarding begins;

Payment plans are a convenience; the full contract value remains due;

You irrevocably waive the right to initiate chargebacks, payment reversals, or payment disputes, except in cases of verified fraud.

Unauthorized chargebacks constitute a material breach of these Terms.

9. FEES, BILLING & PAYMENT

Fees are disclosed at checkout or in your plan description;

Late or failed payments may result in suspension or termination;

SPREED may continue billing for the remaining contract term;

You authorize SPREED to use third-party payment processors.

The Client is solely responsible for all applicable taxes, duties, levies, or governmental charges arising from the purchase or use of the Services, excluding taxes based on SPREED’s net income.

10. PLATFORM DEPENDENCY & THIRD-PARTY SERVICES

You acknowledge that the Services depend on third-party platforms (e.g., Instagram, TikTok, YouTube).

SPREED is not responsible for:

Algorithm changes;

Account restrictions or bans;

Platform outages or feature changes;

Content moderation decisions by third parties.

Such events do not constitute non-performance.

11. INTELLECTUAL PROPERTY

SPREED retains all rights to its software, systems, methodologies, and AI models;

Upon full payment, you receive ownership of final deliverables created specifically for you;

You grant SPREED a worldwide, royalty-free license to use your content for internal use, case studies, and marketing unless revoked in writing.

12. CONFIDENTIALITY

Each party agrees to keep confidential all non-public business, technical, and strategic information exchanged.

Confidentiality obligations survive termination.

13. DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

SPREED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

SPREED’s total liability shall not exceed the amount paid by you in the preceding 12 months;

SPREED shall not be liable for indirect, incidental, consequential, or punitive damages.

15. INDEMNIFICATION

You agree to indemnify and hold SPREED harmless from claims arising from:

Your content;

Your misuse of the Services;

Your violation of laws or platform rules.

16. STUDIO BOOKINGS, CANCELLATIONS & NO-SHOWS

Where a plan includes studio or in-person recording services, the following rules apply:

Each studio or clone-recording session is limited to one (1) hour per booking;

The Client is responsible for scheduling and attending all sessions;

Cancellations or rescheduling requests must be made at least forty-eight (48) hours in advance;

Failure to attend a scheduled session, or cancellation within forty-eight (48) hours, will result in a non-refundable no-show fee of USD $300;

Missed or cancelled sessions are not automatically rebooked;

Any subsequent studio or clone-recording session must be rebooked by the Client and may be subject to availability and additional fees.

No-show fees are administrative and resource-allocation fees and do not constitute penalties. Unused or missed studio sessions do not entitle the Client to refunds, credits, or extensions.

17. DISPUTE RESOLUTION & ARBITRATION

Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, payments, or the relationship between the parties shall be resolved exclusively through final and binding arbitration administered under the U.S. Federal Arbitration Act (FAA).

Individual Basis Only. Arbitration shall be conducted on an individual basis only. Class actions, collective actions, and representative actions are expressly waived.

Venue & Procedure. Arbitration shall be seated in Wyoming and may be conducted remotely at SPREED’s discretion.

Injunctive Relief. SPREED may seek temporary or permanent injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

18. MODIFICATIONS

SPREED may update these Terms. Continued use constitutes acceptance of revisions.

19. ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and SPREED and supersede prior agreements unless expressly incorporated.

In the event of any conflict, the following order of precedence shall apply: (1) the applicable Guarantee Addendum, (2) these Terms, and (3) any plan descriptions.

20. SURVIVAL

Sections relating to payment obligations, fees, chargebacks, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, arbitration, and governing law shall survive any suspension, termination, or expiration of these Terms.

21. ASSIGNMENT

The Client may not assign, transfer, or delegate any rights or obligations under these Terms without the prior written consent of SPREED. Any attempted assignment in violation of this section shall be null and void.

22. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

23. FORCE MAJEURE

SPREED shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, governmental actions, power or internet outages, platform failures, or third-party service interruptions.

24. NO WAIVER

Any failure by SPREED to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision.

25. CONTACT

Support Email: [email protected]