Terms of Use

LAST UPDATED MARCH 14, 2025

Spicy AI (“Spicy AI” or “we”) provides the service that allows you (“You” or “User”) to obtain access to the Software (as defined below) with all the necessary updates on the terms provided below (together the “Services”).

These Terms of Use (“Terms”) constitute a legally binding agreement made by and between Spicy AI and you as an individual regarding the use of our Services, both personally and, if authorized, on behalf of the third party for whom you are using the Services.

Please read these Terms carefully before you start using the Services. By accessing or using any part of the Services or by clicking “I agree” to these Terms when this option is made available to you, you agree that you have read, understood, and agreed to be bound by these Terms. Additionally, by agreeing to these Terms, you also agree to our Privacy Policy. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES.

PLEASE NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 13 THAT AFFECTS YOUR RIGHTS WITH RESPECT TO ALL SERVICE(S). THE ARBITRATION PROVISION REQUIRES THAT DISPUTES BE RESOLVED IN ARBITRATION ON AN INDIVIDUAL BASIS. IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND THERE IS LESS APPELLATE REVIEW THAN IN COURT.

FURTHERMORE, THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND A CLASS ACTION WAIVER.

We may change, modify, supplement, or remove portions of these Terms on this page of the website from time to time in our sole discretion.

If any changes to these Terms may affect your use of the Service or your legal rights as the user of our Services, we’ll strive to notify you before the update’s effective date by sending an email to the email address connected with your account or by any other convenient means. Such updates will be effective no less than 14 days from the date of notification.

Any other changes will be notified to you only by updating the “Last updated” date of these Terms and you waive any right to receive specific notice of each such change.

If you don’t agree to the revisions, please stop using the Service and delete your account before the effective date of the Terms. By continuing to use or access the Service after the updates come into effect, you agree to be bound by the revised Terms.

IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO BE BOUND BY THESE TERMS, THEN DO NOT ACCESS OR USE THE SERVICE.

Definitions

In these Terms, the following definitions shall have the meaning assigned to them in this Section unless the context requires otherwise:

“Account” means a User’s account created by the User on Spicy AI’s website to access and use the Services;

“Assets” means images and other assets which you might generate with the Service;

“Content” means Inputs, Assets, and other content such as messages, photos, videos, and documents that you may provide to the Services (such as through uploading, posting, sharing, or chat messages);

“Inputs” means prompts you might enter into the Service;

“Intellectual Property” includes, but is not limited to, scripts, source code, object code and other human-readable and computer-interpretable code, libraries and other software components, text, audio, photographic, graphical, animation, visual and other content, plans, sketches, whether or not protected by copyright, trademarks, service marks, trade names, utility models, industrial designs, commercial and trade secrets, know-how, databases, semiconductor topography, patents, and geographical indications;

“Software” means a website service-based software “POSEX” that uses artificial intelligence algorithms to edit, modify, transform, and generate photos;

“Spicy AI” means EXPOSOFT SOLUTIONS LTD, a company incorporated under the laws of Cyprus, registration number: HE 442699, registered address: 59 Griva Digeni Street, Kaimakliotis Building, 5th Floor, 6043 Larnaca, Cyprus; and

“Updates” has the meaning assigned to this term in Section 3.4.

PLEASE NOTE: YOU REPRESENT AND WARRANT THAT YOU (I) OWN OR HAVE FULL CONTROL OVER ALL RIGHTS TO CONTENT NECESSARY TO ENTER INTO THESE TERMS AND GRANT THE RIGHTS SET FORTH IN THESE TERMS; (II) HAVE THE AUTHORITY TO ACT ON BEHALF OF ALL OWNERS OF ANY RIGHTS, TITLE, OR INTEREST IN THE CONTENT; (III) HAVE PERMISSION TO USE THE LIKENESS AND PERSONAL INFORMATION OF EACH IDENTIFIABLE PERSON WHOSE LIKENESS APPEARS IN THE CONTENT, AS CONTEMPLATED BY THESE TERMS; AND (IV) ARE AUTHORIZED BY THE CONTENT OWNER (OR ANY OTHER RELEVANT PARTY) TO GRANT ALL THE AFOREMENTIONED RIGHTS REGARDING THE CONTENT TO SPICY AI AND OTHER THIRD PARTIES THAT ACCESS IT UNDER THE TERMS.

ACCOUNT REGISTRATION

To access the Services, you must create an Account at https://posex.ai/ by providing current, accurate, and complete information during the registration process. You are responsible for keeping your Account information up-to-date and accurate at all times. We reserve the right, at our sole discretion, to refuse registration or cancel any Account, including but not limited to accounts that are offensive, illegal, or infringe on any party's Intellectual Property rights.

You are responsible for maintaining the confidentiality of Your login credentials and for all activities that occur under your Account. You agree to notify us immediately of any unauthorized access or use of your account or any other security breach.

If you register the Account, you represent and warrant to us that: (i) all required registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; and (iii) your use of the Service does not violate any applicable law or regulation or these Terms. Otherwise, the Service may not operate correctly, and we may not be able to contact you with important notices.
You must be at least 18 years old or other minimum age required in your country to consent to use the Services.

IF YOU ARE UNDER 18 OR OTHER MINIMUM AGE REQUIRED IN YOUR COUNTRY, YOU MUST NOT ACCESS OR USE THE SERVICE.

You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
You are fully responsible for all activities that occur under your Account, regardless of whether such activities are undertaken by you or a third party. Therefore, you should contact us immediately if you believe a third party may be using your Account or if your Account credentials are otherwise lost or stolen.
You acknowledge and agree that we may restrict access to the Services from certain geographic locations, including from countries indicated in Section 15.6. You further agree not to access or use the Services from any restricted location, and you are responsible for complying with any such restrictions.

SERVICES

To access the Services, you must upload at least eight (8) Inputs to your Account that comply with all technical requirements of the Software.
You may not use automated tools to access, interact with, or generate Content through the Services.

Users may only create content using the prompts that we provide. Any attempt to bypass, manipulate, or modify the system to generate unauthorized Content, including the use of external scripts, automated tools, or unauthorized modifications, is strictly prohibited.

You are responsible for all Content that you provide or generate, including ensuring that it does not violate any applicable laws or these Terms, and that you have all necessary rights and permissions to provide the Content.
Spicy AI may, from time to time in its sole discretion and without prior notification to You, develop and release the Software updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (together “Updates”). Updates may also modify or delete certain features and functionality of the Software.

Any maintenance and support provided by Spicy AI, including the provision of Updates, will be provided reasonably on an “as is” basis without any warranty expressed or implied, as soon as reasonably practicable, and subject to the staff’s availability.

Unless otherwise specified in these Terms, Spicy AI is not obliged to provide any maintenance, technical, or other support for the Software, including the Updates.

Spicy AI reserves the right to change the pricing structure at any time to the maximum extent permitted by applicable laws. We will give you reasonable notice of any such pricing changes by posting the new prices on our website and/or by sending you an email notification, or in other prominent ways. If you do not wish to pay fees, you can abstain from pre-paying for access to the Service and delete the Account.

INTELLECTUAL PROPERTY

Subject to your compliance with the Terms, we grant you a revocable, non-exclusive, non-transferable, royalty-free, limited, and non-sublicensable license to access and use the Services for the purpose of generating the Assets in the manner and on the terms set forth in this Section 4 (“License”). Sublicensing of the License is strictly prohibited. Unless terminated earlier under these Terms, the License shall be valid perpetually.
By using the Services, You grant to Spicy AI, its affiliates, successors, and assigns a perpetual, worldwide, non-exclusive, sublicensable no-charge, royalty-free, irrevocable copyright license to reproduce, edit, modify, prepare derivative works of, display, perform, sublicense, and distribute the Inputs you upload on the Services, as well as any Assets produced through the Service. This license survives termination of this Agreement by any party, for any reason.
You own all Assets you create with the Services to the fullest extent possible under applicable law, except where (i) your ownership is subject to obligations imposed by these Terms and the rights of third parties, and (ii) if you upscale images created by others, those images remain the property of the original creators.
Spicy AI retains all rights, title, and interest in and to all the Intellectual Property embodied in or associated with the Services, including the Software, source and object code, technology, and any content created or derived therefrom. The User acknowledges that the License granted under these Terms does not provide the User with title or ownership to the Services, including the Software, but only a right of limited use subject to these Terms. The License does not create any implied licenses, and Spicy AI expressly reserves all rights not expressly granted to the User under these Terms. User shall not use the Services in any way not explicitly permitted by these Terms and incompliant with the ownership rights stated herein.
You shall not use the trade names, trademarks, service marks, or product names of Spicy AI without Spicy AI's prior written consent.
You represent and warrant that: (i) you have, and will maintain, all the necessary rights to grant Spicy AI the license rights to the Content; and (ii) you either own all rights, title, and interest in and to the Content (including, without limitation, all copyrights and publicity rights), or you have obtained all required permissions, clearances, and authorizations to use the Content within the Services.
Under no circumstances will Spicy AI be liable for any content or materials from third parties. This includes but is not limited to, Intellectual Property infringements, errors, omissions in any content, or any loss or damage of any kind resulting from the use of such content. You acknowledge that Spicy AI does not pre-screen Content, and AI-based software may produce unpredictable, inaccurate, or offensive outputs. You agree that You are solely responsible for evaluating and assuming all risks associated with the use of any Content.
Spicy AI reserves the right, at its sole discretion, to refuse or remove any Content available through its Services. Without limiting the foregoing, Spicy AI may remove any content that violates these Terms, or that is otherwise deemed objectionable, with or without prior notice.

FEEDBACK

If you provide input and suggestions about the Services or regarding problems with or proposed modifications or improvements to the Service, including the Software (“Feedback”), such Feedback is given voluntarily. Even if you designate such Feedback as confidential, Feedback will not be confidential unless expressly otherwise agreed in writing by Spicy AI. You grant Spicy AI permission and an unrestricted, perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully transferable, and sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit the Feedback at its sole discretion in any manner and for any purpose, including to improve the Service and create other products and services. You acknowledge that your submission of Feedback is at your own risk and that Spicy AI has no obligations or restrictions of any kind (including, without limitation, obligations of confidentiality, credit, or payment) concerning such Feedback.

DMCA AND TAKEDOWNS POLICY

Notification Procedures

We respect the Intellectual Property Rights of others. If you believe that material located on or linked to by the Services violates your copyright or trademark, please send a notice of claimed infringement to hello@spicyai.tech with the subject “Takedown Request,” and include the following:

Your physical or electronic signature.
Identification of the copyrighted work (or mark) you believe to have been infringed or, if the claim involves multiple works, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise and detailed manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
If the copyright owner’s rights arise under the laws of a country other than the United States, please identify the country.

Upon receipt of a notice that complies with the foregoing, we reserve the right to remove or disable access to the accused material or disable any links to the material; notify the party accused of infringement that we have removed or disabled access to the identified material; and terminate access to and use of the Services for any user who engages in repeated acts of infringement.
Please be aware that if you knowingly misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees).

Counter-Notification Procedures

If you believe that material was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us by submitting a written notification to our copyright agent designated above. Such notification must include substantially the following:

Your physical or electronic signature.
An 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 access disabled.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.
Our designated agent to receive counter-notices is the same as the agent shown above.

Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorney’s; fees).

PROHIBITED CONDUCT

You shall not:

copy, distribute, create derivative works, hack, modify, or interfere with, the proper working of the Services or any third-party system made available through the Services;
input any inappropriate, infringing, offensive, racist, hateful, sexist, pornographic, harassing, defamatory, or libelous content into the Services or instruct Spicy AI to include any such content in the Services;
use the Services in order to build a competitive product to the Services;
share login access to the Account among multiple individuals or otherwise permit any party to use the Services if it was not authorized by us;
introduce any computer code, file, or program that may damage the Services;
modify, adapt, redistribute, reverse-engineer, decompile, disassemble or otherwise access the source code for any software that may be used to operate the Services;
sell, allow access to, rent, encumber, give, or sublicense or otherwise transfer to anyone the Software, or any portions thereof;
allow third parties to use, modify, copy the Software and/or otherwise attempt to extract any or all the source code of the Software
force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services;
directly, or through any add-ons, scrape any part of the Services;
interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
use the Spicy AI’s name, trademarks, service marks, or other materials in connection with, or to transmit, any unsolicited communications or e-mails;
use the Services in any manner that is unlawful or that infringes the rights of others;
use the Services to transmit any unsolicited commercial communications; and
permit any individual that is under the age of eighteen (18) years old (or other permitted age in your country) to use the Services.

You shall also not post, upload, or transmit to or otherwise make available through the Services any content, communications, or other information (collectively, “Unauthorized Content”) that:

is inaccurate, unlawful, infringing, defamatory, obscene, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;
contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful components intended to or that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
you don’t have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
infringes the copyright, patent, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party;
violates the rights of other users; or
that violates any applicable local, state, national, or international law or otherwise advocates or encourages any illegal activity.

If we determine that you have violated the restrictions set forth in this Section, we may notify you of such violation and allow you a five (5) day cure period to remedy such violation. If you fail to cure such a remediable violation, then we may terminate or suspend access to the Services for you. Irrespective of the cure period stated above, we reserve the right in our sole discretion to terminate or suspend access to the Services for you, at any time, if immediate action is required to address imminent potential harm or damages.

DISCLAIMER OF WARRANTIES

You expressly acknowledge and agree that your use of any of the Services is at your sole risk and responsibility. The Services are provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You assume total responsibility and the entire risk for use of the Services. Without limiting the foregoing, Spicy AI does not warrant that (a) the Services will meet your requirements or expectations or achieve the intended purposes, (b) the Services will not experience outages or otherwise be uninterrupted, timely, secure, or error-free, (c) the information or content obtained through the Services will be accurate, complete, current, error-free, completely secure or reliable, or (d) that defects in or on the Services or content will be corrected.

We cannot guarantee and do not promise any specific results from the use of the Service. You agree also to take the risks of interruption of the Service for any technical reasons.

We may change all the information provided on the Service at our sole discretion without notice. We may at any time modify or discontinue, temporarily or permanently, the Service (or any part thereof) at our sole discretion with or without notice.

These Terms will not limit any non-waivable warranties or consumer protection rights that you may be entitled to under the mandatory laws of your country of residence.

LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL SPICY AI BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS (INCLUDING ANY BREACH OF SECURITY OR DATA, VIOLATING OTHER PLATFORMS TERMS OF USE) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, LOSS OR INACCURACY OF DATA OR DOCUMENTS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.

SPICY AI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF TEN U.S. DOLLARS ($10) AND THE AMOUNT YOU PAID FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND OR INCREASE THE FOREGOING LIMITATION.

THE PARTIES ACKNOWLEDGE THAT THIS SECTION REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT SPICY AI WOULD NOT ENTER INTO THESE TERMS OR MAKE THE SERVICES AVAILABLE TO YOU WITHOUT THESE LIMITATIONS ON LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TO THE EXTENT THAT ONE OR ANY ASPECT OF LIMITATIONS SET OUT ABOVE DOES NOT APPLY, ALL REMAINING ASPECTS SURVIVE, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

INDEMNIFICATION

You agree to indemnify and hold Spicy AI, its successors, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents, and representatives of each of them harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Service, (ii) your Content, (iii) your violation of these Terms, or (iv) your breach of Intellectual Property rights of the third parties.
Spicy AI reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Spicy AI. Spicy AI will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

THIRD-PARTY SERVICES

The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application, or Third-Party Ad, you will be subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Ads are not under the control of Spicy AI. Spicy AI is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Ads. Spicy AI provides these Third-Party Websites, Third-Party Applications, and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. Your use of all Third-Party Websites, Third-Party Applications, and Third-Party Ads shall be at your own risk. When you leave our website, these Terms and our policies shall no longer govern. It shall be your responsibility to review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads and to make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

TERM AND TERMINATION

You may terminate your Account and discontinue use of the Services at any time by providing written notice to us via email at hello@spicyai.tech stating your intention to terminate your Account. Upon receipt of your termination request, we will provide instructions to confirm the termination process.
We reserve the right, at our sole discretion, to terminate or suspend your access to the Services, your Account, or any portion thereof, and revoke the License without prior notice, for any reason, including but not limited to:

violation of these Terms or any other policies governing the use of the Services;
engagement in fraudulent, illegal, or harmful activities; or
any conduct that, in our sole discretion, may harm Spicy AI, our users, or third parties.

In the event of termination by us, we will make reasonable efforts to provide notice to you via the email address associated with your Account.

Upon termination of your Account, whether by you or by Spicy AI:

you will no longer have access to your Account or any data, content, or information stored on the Services; and
any licenses or rights granted to you under these Terms will immediately cease.

Upon termination of the Services, your License and access to the Software will cease immediately.

MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

THIS SECTION 13 OF THE TERMS SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY TO UNDERSTAND YOUR RIGHTS. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US, IN PARTICULAR:

All claims must be resolved through binding arbitration by a neutral arbitrator;
You are waiving the right to a trial by jury; the rights that you would have if you went to court, such as discovery or the right to appeal, may be more limited or may not exist;
You may only bring a claim in your individual capacity and not as a plaintiff (lead or otherwise) or class member in any purported class or representative proceeding;
The arbitrator may not consolidate proceedings or claims or otherwise preside over any form of a representative or class proceeding.

Applicability of Arbitration Agreement. This Arbitration Agreement governs any dispute between you and Spicy AI (and each of our respective agents, corporate parents, subsidiaries, affiliates, predecessors in interest, successors, and assigns) including but not limited to claims arising out of or relating to any aspect of the relationship between you and Spicy AI, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement; and claims that may arise after the termination of these Terms (“Dispute”), except claims that can be brought in small claims court if your claims qualify within the scope of that court's jurisdiction.

Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you opt out of this arbitration and class action waiver provisions by sending electronic notice of your decision to opt-out to hello@spicyai.tech with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT" within 30 days of (a) the effective date of these Terms; or (b) your first date that you used the Service that contained any versions of the Terms that substantially included this version of the Arbitration Agreement (including class action waiver), whichever is later. If you opt out of this Arbitration Agreement, Spicy AI also will not be bound by it and any Dispute shall be resolved in accordance with Section 14. If you don’t exercise the right to opt-out, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except claims that can be brought in small claims court.

This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of these Terms.

The relevant arbitrator shall have sole authority to determine the applicability, existence, validity, and termination of the arbitration agreement in each particular case. In the event that a dispute involves both issues that are subject to arbitration and issues that are not subject to arbitration, the parties unequivocally agree that any legal proceeding regarding the issues not subject to arbitration shall be stayed pending resolution of the issues subject to arbitration.

Initial Dispute Resolution. We are always interested in resolving disputes amicably and efficiently. The parties, therefore, agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. If you have any dispute with Spicy AI, you agree that before taking any formal action, you will contact us at hello@spicyai.tech and provide a brief, written description of the dispute and your contact information. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Spicy AI, and good faith negotiations will be a condition to either party initiating an arbitration. Engaging in an informal dispute resolution is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before the completion of an informal dispute resolution. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
Mandatory Arbitration. This Arbitration Agreement provides that all Disputes must be resolved through BINDING ARBITRATION, except to the extent that the applicable law prohibits the exclusive use of arbitration for dispute resolution.

YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND AGREE TO HAVE OUR DISPUTES FINALLY SETTLED BY BINDING ARBITRATION before one arbitrator administered by:

the London Court of International Arbitration (“LCIA”) if you are not a U.S. resident. Disputes are subject to the most current version of the LCIA Arbitration Rules when the notice of arbitration is submitted. Information about the LCIA’s rules can be found at https://www.lcia.org/Dispute_Resolution_Services/LCIA_Arbitration.aspx; or
Judicial Arbitration and Mediation Services, Inc. (“JAMS”) if you are a U.S. resident. Disputes involving claims and counterclaims unde USD 250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.

In each case the relevant arbitration rules will apply as modified by this Arbitration Agreement. In the event of a conflict between the applicable arbitration rules and these Terms, these Terms shall govern unless otherwise agreed by the parties and the relevant arbitrator.

If the relevant administrator of arbitration is not available to arbitrate, the parties will select an alternative arbitral forum.

Arbitration procedures. The seat of the arbitration shall be:

if you are not a U.S. resident, London, United Kingdom;
if you are a U.S. resident, Delaware, U.S.

The governing law applicable to the Arbitration Agreement and the arbitration shall be:

if you are not a U.S. resident, the laws of England and Wales (also known as English law), without regard to English Law’s conflict of laws rules; or
if you are a U.S. resident, Delaware law is consistent with the Federal Arbitration Act and applicable statutes of limitations, having regard to claims of privilege recognized at law.

The language of the arbitration shall be English.

Waiver of Class Action and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS OF THE SERVICES, OR ANY OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF IS AN ESSENTIAL PART OF THIS ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT.

BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL, AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION.

THE ARBITRATOR HAS NO AUTHORITY TO AWARD PUNITIVE DAMAGES.

Severability. if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Arbitration Agreement. This Arbitration Agreement shall survive the termination of Your relationship with Spicy AI.

GOVERNING LAW AND VENUE

These Terms shall be governed in accordance with the laws of England and Wales (excluding its body of law governing conflicts of law).
To the extent that any action relating to any dispute hereunder is for whatever reason, not submitted to arbitration, each of the parties submits to the exclusive jurisdiction of the courts of England and Wales to settle any disputes that may arise out of or in connection with this Terms and that accordingly proceedings must be brought in such courts.
The parties irrevocably submit to the personal jurisdiction and venue of the courts of England and waive any defenses of improper venue or forum non conveniens.
If you are a consumer based in the EEA or Switzerland:

Nothing in these Terms shall deprive you of the protection afforded to consumers by the mandatory rules of law of the country in which you live.

You may bring any dispute which may arise under these Terms to the competent court of your country of habitual residence if this country of habitual residence is an EEA, which courts are – with the exclusion of any other court - competent to settle any of such a dispute. Spicy AI shall bring any dispute which may arise under these Terms to the competent court of your country of habitual residence.

You agree that the Services, Terms, and any dispute between you and Spicy AI shall be governed in all respects by laws of England and Wales, without regard to choice of law provisions, and not by the 1980 UN Convention on Contracts for the International Sale of Goods.

GENERAL PROVISIONS

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the other provisions of the Terms, and shall not affect the validity and enforceability of any remaining provisions.
We shall have no liability under the Terms to the extent arising from any failure of Spicy AI to perform any of its obligations under the Terms due to any fire, flood, earthquakes, other acts of God, war, civil unrest, terrorism, Internet failures, governmental act or court order, national emergency, strikes or labor disputes or any other event not within our reasonable control.
Except as otherwise expressly provided, these Terms set forth the entire agreement between you and Spicy AI regarding its subject matter, and supersede all prior promises, agreements, or representations, whether written or oral, regarding such subject matter.
Spicy AI may transfer or assign any and all of its rights and obligations under these Terms to any other person, by any way, including by novation, and by accepting these Terms you give Spicy AI consent to any such assignment and transfer. You confirm that placing on the Service a version of these Terms indicating another person as a party to the Terms shall constitute valid notice to you of the transfer of the Spicy AI’s rights and obligations under the Terms (unless otherwise expressly indicated).
All information communicated on the Service is considered electronic communication. When you communicate with us through or on the Service or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. You also agree that such communication may be conducted by using third-party providers that allow us to manage and facilitate these electronic interactions efficiently and securely. In recognition of the diverse and complex nature of our Service, you acknowledge that we engage third-party providers for a broad range of services that support and enhance our offerings. This may include, but is not limited to, processing transactions, as well as other operational, technical, and logistical support functions. Our use of third-party service providers allows us to deliver our Service more efficiently and effectively for you. You further acknowledge and agree that by clicking on a button labeled "SUBMIT", "CONTINUE", "REGISTER", "I AGREE" or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICE.
You may not use, export, import, or transfer the Service or any part thereof except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws, including the U.S. Export Administration Regulations and the U.S. sanctions laws administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”). In particular, but without limitation, the Service or any part thereof may not be exported, re-exported, or otherwise transferred or provided to any person or entity (a) located, organized, or resident in any jurisdiction subject to comprehensive U.S. and European Union trade sanctions, including, among others, Belarus, Cuba, Iran, North Korea, Syria, Russia, and the Crimea and so-called Donetsk People's Republic or Luhansk People's Republic regions of Ukraine (the “Sanctioned Countries”), or (b) on any export- or sanctioned-related U.S. restricted party list, including OFAC's Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or the U.S. Department of Commerce's Denied Person's List, Unverified List, or Entity List (the “Restricted Party Lists”). By using the Service, you represent and warrant that you are not, and are not owned, controlled, or acting on behalf of any other person or entity that is (i) located, organized, or resident in a Sanctioned Country or (ii) listed on any Restricted Party List. You also will not use the Service for any military end-use or any other purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.
Contact Information

hello@spicyai.tech