These Terms of Service govern your use of our website https://adspawn.io (“Platform”) and the services AdSpawn, registered as AdSpawn s. r. o., ID no. 55 825 061, VAT ID SK2122114093, with its registered office in Bratislava, Slovak Republic, registered in the Commercial Register of the Municipal Court Bratislava III, Section Sro, File no. 173916/B (“we”, “us”, “our”, “Company”), provide, encompassing, but not limited to, the generation of promotional material for games and applications, including ad copies, and app store descriptions via our Platform (“Output”, “Generated content”).

You understand and confirm that by using our Platform and Services, you agree to enter into the agreement concluded by and between our Company and you (“Agreement”) and to be legally bound by these Terms of Service that also refer to and incorporate any and all other terms and conditions, policies, or guidelines issued by our Company in relation to the use of our Platform and the provision of our Services, as well as any and all applicable laws and regulations (collectively “Terms”).

By using our Platform and Services, you represent and warrant that you have the legal capacity to enter into this Agreement between our Company and you, that you are not a minor in the jurisdiction in which you reside, and that you agree to be legally bound by these Terms.

Services

Services provided by our Company include any services for natural persons and businesses made available on our Platform for use or purchase, along with any of our associated software, tools, consultation services, developer services, documentation, and websites (“Services”).

Our Company grants you a non-exclusive right to use our Platform to generate promotional content for games via an artificial intelligence system by submitting links to respective applications from various digital stores subject to conditions and limitations stipulated herein.

Our Company owns all rights, title, and interest in and to the Services, and under no circumstances does our Company assign any of these rights, either in part or in their entirety, to you.

We strive to provide reliable and consistent access to the Services. However, our Company does not guarantee continuous, uninterrupted, secure access to our Platform and Services.

You agree and understand that part of or all of the Platform may be periodically unavailable during scheduled maintenance or unscheduled downtime. You agree and understand that our Company is not liable or responsible to you for any inconvenience or damage to you as a result of such downtime. You also acknowledge and agree, that following such downtime, the market conditions and prices may differ significantly from the prior market conditions and prices.

You acknowledge and agree that we reserve the right, at our sole discretion, to change, modify, add, remove, or discontinue any part of the Services at any time without prior notice.

Conditions and Limitations

You are permitted to use our Platform and the Services as follows:

• By using our Platform and the Services you represent and warrant that you have all the rights, licenses, and permissions required to provide any inputs to the Platform (including but not limited to any links to applications);
• You may not use the Platform, the Services, or Output from the Services in a manner that violates any provision of the Agreement, the Terms, or any applicable laws or regulations;
• You may not use the Platform, the Services, or Output from the Services in a manner that infringes, misappropriates, or otherwise violates any third party’s rights (including but not limited to any copyright or other intellectual property rights, or privacy rights);
• You may not use the Platform, the Services, or Output from the Services in a manner that is defamatory, obscene, harmful, abusive, or discriminatory;
• You may not use the Platform, the Services, or output from the Services on any dark market, ransomware, mixing service (i.e., a mixer or tumbler used to obscure the source of funds), or illegal activity that would violate, assist in violation of, or cause our Platform or Services to violate any laws and regulations, or which would involve proceeds of any unlawful activity;
• You may not breach or circumvent or attempt to breach or circumvent our security measures;
• You may not cause or attempt to cause interference, disruption, or place an unreasonable burden on the Services or the networks or services connected to the Services;
• You may not distribute viruses or malware via the Platform;
• You may not reverse assemble, reverse compile, decompile, decipher, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components, algorithms, or systems of the Platform or Services, or any part thereof;

You acknowledge that due to the nature of our Services, Output from our Services may not be unique and other users may receive similar Output from our Services.

You are solely responsible for all of your use of Output from our Services and its evaluation for accuracy, and appropriateness for your use case, including by utilizing human review as appropriate. You acknowledge and understand that when using the output from our Services, you are further solely responsible for ensuring that any such output from our Services complies with all applicable laws, regulations, and third-party rights, and use it in such a manner that it does not infringe, misappropriate, or otherwise violate any third party’s rights (including but not limited to any copyright or other intellectual property rights).

Our Company is not liable for any misuse or infringement resulting from your use of the generated content.

We reserve the right to suspend or terminate your use of our Platform and the Services, including suspending or terminating your Account and Credits balance, in compliance with these Terms and the applicable law.

We reserve the right to monitor the use of our Platform and the Services for breaches of the Agreement and these Terms and to take appropriate actions, including suspending or terminating your use of our Platform and the Services, or reporting the misconduct to law enforcement or other third parties. We further reserve the right to manage our Platform and the provision of the Services in a way that preserves our business, rights, property, and the functionality of the Platform and the Services. We are not liable for any actions taken in connection with this clause.

Account

In order to fully use our Platform and some of our Services you may need to register and open an account on our Platform (“Account”).

In relation to your Account, you must provide us with accurate, up-to-date, and complete information, and should any of this change, you are obliged to change this immediately and keep the information up-to-date.

You are permitted to access your Account by using your account login credentials and other required forms of authentication. You are not entitled to share your individual account login credentials with third parties, as well as lease or resell access to their Account.

You agree and acknowledge that you are solely responsible for any and all activities that occur under your Account.

You agree and acknowledge that you are solely responsible, and you will not hold our Company responsible, for managing and maintaining the security of your Account login credentials and any other required forms of authentication, as well as for any unauthorized access to or use of your Account.

You further agree and acknowledge that you are responsible for monitoring your Account. Should you notice any unauthorized or suspicious activity in your Account, access to or use of your Account or our Services, including any potential ransomware payments or transactions, you are obliged to notify us without undue delay at support@adspawn.io.

You may close your Account at any time. Contact support@adspawn.io for assistance with closing your Account. You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of fiat currency or Digital Assets) associated with the closing of your Account, if applicable.

You agree and acknowledge that closing the Account will not affect any rights and obligations incurred prior to the date of your Account closure. The closure of the Account results in the cancellation of the already initiated Subscription, and you will not be entitled to a refund for that initiated Subscription period.

We reserve the right to suspend or terminate your Account and your access to our Platform and Services, without prior notice and liability, under our sole discretion, at any time, for any reason whatsoever and without limitation, including but not limited to a breach of the Agreement or engaging in prohibited conduct. Following Account suspension or termination, you will not be entitled to any refund of paid Subscription fee, and you are prohibited from registering a new account under your name, a fake or borrowed name, or the name of any third party, even if acting on behalf of such third party. In addition to suspending or terminating your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Subscription

You may have the option to prepay some use of our Platform and some of our Services through one of our subscription plans (“Subscription”) as quoted on the main website page of the Platform in the pricing section (“Pricing”).

Some paid Subscription plans will give you access to the dashboard, where you will be able to generate Output using your Credits. The Output will be stored for the duration of the paid Subscription and will be accessible during this period, subject to any necessary maintenance, updates, or unforeseen circumstances. You acknowledge and agree that following the expiry of the Subscription period, suspension or cancellation of your Subscription or the Account, you will no longer be entitled to access the library and all the Output from the Services may not be accessible to you.

By subscribing to one of your Subscriptions you agree and acknowledge that your Subscription has an initial and recurring payment feature without the need for further authorization, and you accept responsibility for all recurring charges prior to cancellation of your Subscription.

At the end of the subscribed period, the Subscription will automatically renew for another period unless the Subscription is canceled by you pursuant to the conditions stipulated herein.

You may renew the Subscription or select another Subscription plan prior to the end of the originally subscribed period, while in such a case the new period runs from the date the payment for the respective Subscription plan has been made and the subscribed period corresponds to the respective newly paid for Subscription plan.

You may renew the Subscription or select another Subscription plan prior to the end of the originally subscribed period.

• Should the Subscriber elect to upgrade to a higher tier of Subscription, the enhanced service level shall take effect immediately upon payment. The commencement of a new billing period will coincide with this upgrade, and the Subscription term for the higher tier will extend from this date for the full duration of the newly established billing cycle. Upon the conclusion of this term, the Subscription will automatically renew at the rate applicable to the higher tier, unless modified or cancelled by the Subscriber.
• Should the Subscriber select a different Subscription plan that does not constitute an upgrade, the new plan will be activated at the conclusion of the existing billing cycle. Until this time, the Subscriber shall continue to benefit from the higher tier of services previously selected and paid for. The term of the newly selected Subscription plan will commence at the beginning of the next billing cycle, at which point the services and benefits will adjust to reflect the newly chosen Subscription tier.

The Subscription may be suspended or canceled in case of a failure to pay the Subscription fee pursuant to the conditions stipulated herein.

The Subscription may be canceled in the subscription dashboard before your next payment is due to be collected. In such case, you will continue to have access to the features of your canceled Subscription until the end of your current billing period, and the unused Credits will remain available for your use, without any additional charge. The Subscription cannot be canceled for a period of Subscription already initiated, and you will not be entitled to a refund for that initiated Subscription period.

You can re-subscribe at any time following your Subscription cancellation; however, we reserve the right not to permit your re-subscription where we have previously elected to terminate your Subscription.

We reserve the right at our absolute discretion to refuse or cancel your Subscription or not to renew your Subscription at any time without any reason.

Credits

Each Subscription plan provides you with a certain number of credits that may be spent for the use of our Platform and the applicable Services (“Credits”).

Each month, subscribers are allocated a set number of credits as specified in their Subscription plan. At the end of each billing period, the credit balance is assessed. If the balance is below the maximum credit allowance of the plan, it will be topped up to reach this limit. Should the credit balance exceed the maximum allowance due to a previous higher credit allocation (e.g., from a higher-tier plan), the excess credits will not be removed but will carry over to the next billing period. This ensures that subscribers receive the full benefit of their credit allocation each period, without losing value from previously accumulated credits.

Credits are not legal tender or currency, they are not redeemable, refundable, or exchangeable for any sum of money or monetary value, and they do not constitute or confer upon you any personal property right. Credits are non-transferable and may be used only in connection with the applicable Services.

Your Credit balance is not a bank account, digital wallet, stored value account, or other payment device, and you are solely responsible for verifying that the proper number of Credits has been added or deducted from your balance.

We prohibit and do not recognize any purported transfers, sales, gifts, or trades of Credits. Any use, sale, or transfer of Credits in any manner, or any attempt thereto, violates these Terms and may result in revocation, termination, or cancellation of the Credits and/or your use of the Services without refund and/or immediate suspension or termination of your Account.

Fees and payment

Subscription fees and terms of available Subscription plans are quoted in the Pricing.

Subscription fees are due upon placing the Subscription order or issuing the invoice, as applicable, and on the day the Subscription period is renewed. The displayed Subscription fees may or may not include applicable taxes. We use a third-party payment processor, to handle payments and automatically calculate the appropriate taxes based on your location and the applicable tax rates. During the checkout process, the third party payment processor will determine the applicable taxes and display the total price, including any taxes, before you complete your purchase.

Subscription fees are nonrefundable unless otherwise stated herein.

We reserve the right to Subscription fees' changes, modifications, decreases, or increases at any time without prior notice. Any such Subscription fee changes, modifications, decreases, or increases shall be effective immediately once posted in the Pricing on the platform. By using our Platform and the Services, or by logging into your Account you are explicitly accepting our new pricing.

Subject to our discretion and the applicable law, any significant changes in pricing may be notified to the registered users in advance.

We further reserve the right to correct any pricing errors or mistakes already published on the Pricing even after posting the Subscription fee changes, modifications, decreases, or increases thereon, issuing an invoice, or even requesting or receiving payment.

You authorize our Company and our third-party payment processor(s) to charge the payment method provided on your Account on an agreed-upon periodic basis, but we may reasonably change the date on which the charge is posted.

Termination

The Agreement is concluded on the date you first use our Platform or the Services and will remain in force until terminated pursuant to the conditions stipulated in these Terms.

Unless you subscribe to one of our Subscription plans, this Agreement may be terminated as follows:

• By termination of your Account;
• Upon written notice of any party thereto if the other party materially breaches this Agreement and does not cure the breach within 15 days after receiving written notice of the breach;
• Upon a written notice of any party thereto if the other party ceases its business operations or becomes subject to insolvency proceedings;
• Upon written notice by our Company (i) shall we be required to do so by the applicable law; (ii) to prevent a security risk or other credible risk of harm or liability to our Company, our Platform, the Services, or any third party; or (iii) for repeated or material violations of these Terms; our Company will use reasonable efforts to notify you of any termination and attempt to resolve the issue prior to such termination;
• By withdrawal from this Agreement by our Company should you be in delay with the payment of the Subscription fee for more than 30 days;
• By withdrawal from this Agreement by any party according to the reasons stipulated in the applicable law.

Termination of the Agreement does not cause cessation or affect in any way any rights, claims, or obligations, including the payment of the Subscription fee due, or liability for damage, which, by their nature, should not cease upon termination of the Agreement. The provisions that are intended by their nature to survive the termination of this Agreement will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers.

Assignment

You are not entitled to assign any of your rights or obligations under this Agreement to a third party without the prior written consent of our Company. In the event of a breach of this obligation, any attempted transfer or assignment by you in violation hereof shall be null and void, the agreement on the assignment of rights or obligations of this Agreement shall be invalid, and our Company shall be entitled to withdraw from the Agreement, while such withdrawal shall be effective on the day when you are notified of such withdrawal.

In the event that our Company is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign this Agreement as well as the information we have collected from you as part of such merger, acquisition, sale, or other change of control. We furthermore may assign this Agreement to an affiliate without notice or your consent.

Third-party services

We reserve the right to secure the provision of the Services or their parts also through third parties. By using our Platform and Services you agree to grant these third-party providers that we may engage, the right, power, and authority to access and submit your data, activity, and personal and financial information to regulatory authorities on our behalf and in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.

Intellectual property rights

Our Platform and Services we provide, as well as all content published on the Platform, including but not limited to text, graphics, audio, logos, databases, and software, are protected by the applicable copyright and other intellectual property rights.

You agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store our Platform source code or similar proprietary or confidential data or other similar information provided via our Platform, without our express prior written consent.

We hereby grant you a non-exclusive, non-transferable, and non-sublicensable personal, worldwide, royalty-free limited license to use our Platform in accordance with this Agreement, while all other uses are prohibited. You may not use our Platform for any unlawful purpose.

Unless expressly agreed otherwise, our Company remains the holder of all property rights to our Platform, while all rights in and to our Platform, and not granted herein, are reserved.

If, during the performance of this Agreement, solutions or designs capable of being the subject of industrial property rights, such as for instance a patent, utility model, or design are created, our Company shall be the exclusive holder of the rights to such items.

As to the input provided by you to the Platform and Services, you are responsible for all such input and represent and warrant that you have all rights, licenses, and permissions required to provide input to our Platform and Services. By using our Platform, you further grant us irrevocably, unconditionally, and without any reservations a non-exclusive, transferable, and sublicensable perpetual, worldwide, royalty-free license to use, host, store, archive, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit any such input and use it in any way at our discretion, primarily for our business purposes, including but not limited to improving our Services, developing new offerings, sharing with third parties.

Disclaimer of warranties

The Services our Company provides are provided to you on a strictly “as is,” “where is,” and “where available” basis. To the extent permitted by applicable law, our Company does not represent or warrant, expressly or implicitly, the accuracy, completeness, currentness, non-infringement, merchantability, noninfringement, or quiet enjoyment, or fitness for a particular purpose and title of our Platform, the Services we provide, or the output of our Services, or the information contained therein, or Services contained thereon.

Our Company does not make any representations or warranties, express or implied, that access to the Platform or use of the Services will be continuous, uninterrupted, secure, or error-free, that the defect will be corrected, that the output of our Services will be accurate, appropriate, up-to-date, complete, reliable, error-free, free of viruses or other harmful components.

Our Company disclaims any and all liability, including any express or implied representations and warranties, whether oral or written, for Services or any of their part provided or secured by third parties. You further acknowledge that no representation or warranty has been made by us as to the fitness of Services or any of their part provided or secured by such third parties for your intended purpose.

Liability, indemnification

You undertake to be liable and to compensate our Company for the incurred damage caused by the breach of your obligations arising from the Agreement and/or the relevant legal regulations.

Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

Except to the extent required by the applicable law, our Company shall not be liable to you, whether in contract or tort, for any punitive, special, indirect, consequential, incidental, exemplary, or similar damages, including damages for loss of profit, trading, goodwill, use, or data, diminution in asset value, or lost business opportunities (even if we have been advised of the possibility thereof) incurred in connection with this Agreement, your use or attempted use of our Platform, Services or output from our Services, or any of the information, services or transactions contemplated by this Agreement.

You further agree and understand that our Company shall not be liable for delays, interruptions, or termination of Services caused by automated or other compliance checks, or for other reasonable delays, interruptions, or termination of Services, or delays, interruptions, or termination of Services beyond the control of our Company. Our Company reserves the right not to be liable for damage incurred as a result of delay, interruptions, or termination of the provision of Services.

This limitation on liability includes, but is not limited to any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, domain typosquatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (for instance you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems, or any force majeure.

You agree and understand that in no event shall our Company be liable for any delays, failure in performance, or interruption of Services, which result directly or indirectly from any cause or condition, whether or not foreseeable, beyond our reasonable control, including, but not limited to, any act of God, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet or network provider services.

Our Company is not liable for damage if circumstances arise that preclude our liability. An obstacle, that has arisen independently of the will of our Company and prevents us from fulfilling our obligations, is considered a circumstance precluding liability unless it can be reasonably assumed that our Company would avert or overcome this obstacle, or its consequences and would have foreseen such obstacle when it arose. The effects of the circumstances precluding liability are limited to the duration of the obstacle to which those obligations relate.

In case of force majeure, which means an obstacle that has arisen independently of the will of our Company and prevents us from fulfilling our contractual obligations and at the same time it cannot reasonably be assumed that our Company will avert or overcome this obstacle or its consequences, should our Company fail to fulfill its obligations under the Agreement due to force majeure, we shall not be liable for any consequences of its non-performance, including liability for damages, provided that we have taken all reasonable steps to perform them. In such cases, non-fulfillment of obligations does not constitute a reason for withdrawal from the Agreement, if applicable. The time for compliance shall be extended by the duration of any of the circumstances referred to in this clause and by the time necessary to remedy their consequences.

Our aggregate liability under these Terms will under no circumstances exceed the greater of the amount you have paid for the Services that gave rise to the claim during the 12 months before the event giving rise to liability or one hundred euros (EUR 100.00).

To the extent permitted by the applicable law, you agree and undertake to indemnify, defend, and hold harmless us, our affiliates, and our personnel, from and against any and all actions, claims, liabilities, obligations, costs, losses, damages, expenses, including legal costs and attorneys’ fees, penalties, sanctions, judgments, suits, disbursements or actions of any kind and injury, including death, arising out of or relating to the use of our Platform, Services, output from our Services, or our performance or nonperformance of duties to you or any third-parties, which are incurred by us, our affiliates, or our personnel.

The limitation of liability regulated in this section of the Terms applies despite any failure of the essential purpose of any limited remedy and to the maximum extent permissible by the applicable law.

If this disclaimer of liability section is deemed to conflict with any other section of this Agreement, this disclaimer of liability section shall prevail and supersede the other section.

Changes of terms

We reserve the right at our full discretion to change or modify these Terms at any time, while any such change or modification shall be effective immediately once it is posted on our Platform.

Should the change or modification of these Terms be of a material nature, or should it significantly adversely impact you, we may inform you of such change or modification in advance via e-mail sent to the e-mail address associated with your Account.

By accessing and using our Platform or Services in any way you are deemed to agree with the changed or modified Terms without any reservation. Should you however not agree with the changed or modified Terms, you must stop using our Platform and Services altogether.

Governing law

This Agreement, your use of our Platform and the Services, your rights and obligations, and all actions contemplated by, arising out of, or related to this Agreement shall be governed by the laws of the Slovak Republic, without giving effect to any principles that provide for the application of the law of another jurisdiction.

Severability

If any provision of this Agreement is, or becomes, invalid, unlawful, or ineffective, our Company undertakes to replace this provision without undue delay with a new provision, the meaning of which shall be as close as possible to the meaning and economic purpose of the replaced provision so that it can be presumed that we would have used it, if we had known of the invalidity, illegality or ineffectiveness of the replaced provision.

The invalidity, illegality, or ineffectiveness of any provision of this Agreement shall not affect the validity and effectiveness of other provisions of this Agreement, and the respective Agreement shall be construed as if an invalid, unlawful, or ineffective provision was never contained therein. The same applies in case of a loophole in the Agreement.

Dispute resolution

You and our Company agree and undertake to make every effort to settle any controversy, claim, or dispute arising out of or relating to this Agreement, the Services provided, or your relationship with our Company out of court on a priority basis, either by negotiation or by a mutual agreement.

In the event that our Company and you do not settle any such controversy, claim, or dispute out of court within 90 days after our Company has been notified by you in writing of such controversy, claim, or dispute, should this be arisen by you, we are entitled to resolve this controversy, claim, or dispute before a court.

Any and all controversies, claims, or disputes arising out of or relating to this Agreement, the Services provided, or your relationship with our Company, including disputes about the validity, interpretation, or cancellation of this Agreement, shall be resolved before the competent general court determined in accordance with the applicable law of the Slovak Republic.

Contact us

If you have any questions, would like to provide feedback, or would like more information about our Services, please feel free to contact us at legal@adspawn.io.