Terms of Service

Last Updated: December 1, 2025

Welcome, and thank you for your interest in SpatialReal Inc. ("SpatialReal", "we", "us" or "our"). These Terms of Service (these "Terms", and together with any applicable Supplemental Terms, the "Agreement") govern your access to and use of the SpatialReal Platform, our software-as-a-service offering made available through our website, the Studio, the AvatarKit SDK, our API, and any related interfaces and seasonal programs.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SPATIALREAL PLATFORM AND APPLIES TO ALL USERS (CONSUMERS AND DEVELOPERS). BY ACCESSING OR USING THE PLATFORM, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE (18+) TO FORM A BINDING CONTRACT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY IDENTIFIED IN THE REGISTRATION PROCESS.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SPATIALREAL PLATFORM.

SECTION 12 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND SPATIALREAL. IT INCLUDES A CLASS ACTION WAIVER AND A REQUIREMENT TO ARBITRATE DISPUTES IN BATCHES. PLEASE READ IT CAREFULLY.

ANY DISPUTE RELATING TO YOUR USE OF THE PLATFORM WILL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

1. Definitions

Capitalized terms will have the meanings set forth below:

1.1 "Access Protocols" means the API keys, passwords, access codes, or login credentials (including Google Login) necessary to allow you to access the Platform.

1.2 "SpatialReal SDK" means the application programming interfaces and related tools made available by SpatialReal to enable programmatic access to the Platform.

1.3 "Customer Content" means all audio, text, prompts, and other materials submitted to the Platform by you ("Inputs"). This includes voice recordings processed via our ASR (Automatic Speech Recognition) pipeline.

1.4 "Generated Outputs" means the audiovisual files (videos, animations, audio) generated by the Platform in response to your Customer Content.

1.5 "Inference Models" means SpatialReal's proprietary AI algorithms that convert audio/text inputs into animation keyframes and synthetic voice.

1.6 "Stock Avatar" means a digital character model made available by SpatialReal (including avatars released as part of seasonal or promotional programs) that is not based on your own physical likeness.

1.7 "Platform" means SpatialReal's software-as-a-service offering, including the website, the Studio, the SpatialReal SDK, our API, and any seasonal or promotional programs we make available.

2. Accounts

2.1 Creation. You may be required to register an account. You represent that your registration data is accurate.

2.2 Google Login. You may link your Account with a third-party service ("Third-Party Account"), such as Google. You represent you are entitled to disclose your Third-Party Account login information to us. WE DISCLAIM LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION PROVIDED BY SUCH THIRD-PARTY PROVIDERS IN VIOLATION OF YOUR PRIVACY SETTINGS.

2.3 Responsibility. You are responsible for all activities that occur under your Account. You agree to notify us immediately of any unauthorized use.

3. Provision of the Platform

3.1 Access. Subject to this Agreement, SpatialReal grants you access to the Platform.

3.2 Seasonal Services. Certain features (for example, a "Christmas Program" or specific Stock Avatars) are offered on a seasonal or limited-time basis. SpatialReal reserves the right to modify, suspend, or discontinue these features at any time without notice or liability.

3.3 Updates. The Platform is evolving. We may update the Platform with or without notifying you.

3.4 Beta Features & Free Access. From time to time, SpatialReal may offer new "Beta" features or free trial tools. YOU ACKNOWLEDGE THAT THESE FEATURES ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SPATIALREAL'S SOLE DISCRETION.

(a) No Liability: The provisions of Section 8 (Limitation of Liability) apply with full force to such features. We are not liable for any data loss associated with Beta features.

(b) Conversion: Any free access may be converted into a paid subscription at our discretion upon notice to you. If you do not wish to pay, you must stop using the feature.

4. Intellectual Property

4.1 License Grant. Subject to your compliance, SpatialReal grants you a non-exclusive, non-transferable license to:

(a) Consumers: Access and use the Platform for your personal, non-commercial entertainment.

(b) Developers: Integrate the SpatialReal SDK into your applications solely in accordance with our SDK License Agreement and Documentation.

4.2 Restrictions. You will not:

(a) reverse engineer, decompile, or derive the source code or Inference Models of the Platform;

(b) use the Platform to build a competitive product (specifically regarding audio-driven animation);

(c) use the Platform to generate deepfakes or impersonate individuals without consent; or

(d) scrape data or "Model Extract" from the Platform.

4.3 Ownership. The Platform, Inference Models, Stock Avatars, and Documentation are the exclusive property of SpatialReal and its licensors.

4.4 Ownership of Outputs.

Your Inputs: You retain ownership of your Customer Content.

Our License to You: We grant you a limited license to use the Generated Outputs for the purposes permitted by your subscription tier (Personal or Commercial).

5. Fees and Payments

5.1 Payment Processors. SpatialReal uses Stripe, Inc. as its third-party service provider for payment services (e.g., card acceptance, merchant settlement). By making a purchase, you agree to be bound by Stripe's Privacy Policy and Terms of Service. You hereby consent and authorize SpatialReal and Stripe to share any information and payment instructions you provide to the minimum extent required to complete your transactions.

(a) Validation: Transactions may be subject to validation checks by your card issuer. We are not responsible if your card issuer declines to authorize payment.

(b) Fraud Prevention: For your protection, our payment processors use various fraud prevention protocols. You authorize them to verify and authenticate your payment information.

5.2 Subscriptions. Subscriptions automatically renew until cancelled. You may cancel via your Account Settings.

5.3 Refunds. All Fees are non-refundable.

5.4 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes.

6. Customer Responsibilities

6.1 Content. You are solely responsible for the legality of your Customer Content. You represent that you have all necessary rights (including consents from any individuals recorded in your audio Inputs) to submit such content.

6.2 Use of Outputs. You are responsible for how you use the Generated Outputs. You must not use Outputs to mislead, defraud, or harass others. You must clearly disclose that the content is AI-generated.

6.3 License to SpatialReal. You grant us a non-exclusive, worldwide, royalty-free license to use your Customer Content to:

(a) generate the Outputs; and

(b) improve our Platform and AI models in anonymized form.

7. Disclaimer of Warranties

7.1 As Is. YOU AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SPATIALREAL PARTIES DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2 AI Disclaimer. WE DO NOT WARRANT THAT THE GENERATED OUTPUTS WILL BE ACCURATE, RELIABLE, OR FREE FROM ERRORS. AI MAY PRODUCE CONTENT THAT IS UNEXPECTED OR INAPPROPRIATE.

8. Limitation of Liability

8.1 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY DELAWARE LAW, THE SPATIALREAL PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF:

(I) THE TOTAL AMOUNT PAID TO SPATIALREAL BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT GIVING RISE TO LIABILITY; OR

(II) $100.

8.2 Exclusion of Damages. IN NO EVENT WILL SPATIALREAL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Confidentiality

If you are a Developer/Business Customer, you agree to protect SpatialReal's Confidential Information (including SDK technical specifications and non-public features) with reasonable care.

10. Indemnification

You will defend and indemnify SpatialReal from any third-party claim arising from:

(a) your use of the Platform;

(b) your Customer Content; or

(c) your violation of this Agreement or any applicable laws (including privacy or copyright laws).

11. Term and Termination

11.1 Termination. We may terminate your access immediately if you breach this Agreement (especially the Acceptable Use Policy).

11.2 Effect. Upon termination, your right to use the Platform ceases. We may delete your Customer Content.

12. Arbitration Agreement & Batching

12.1 Agreement to Arbitrate. All disputes arising out of this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules.

12.2 Venue. The arbitration shall be held in the City of Newark, County of New Castle, Delaware, or another location mutually agreed upon.

12.3 Class Action Waiver. YOU AND SPATIALREAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12.4 Batch Arbitration (Mass Actions). To increase the efficiency of administration and resolution of arbitrations, you and SpatialReal agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against SpatialReal by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period, the AAA shall:

(1) Administer the arbitration demands in batches of 100 Requests per batch;

(2) Appoint one arbitrator for each batch; and

(3) Provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, and one final award.

12.5 Opt-Out. You may opt out of this Arbitration Agreement within 30 days of accepting these Terms by emailing legal@spatialreal.com.

13. Copyright Policy

SpatialReal respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement within the Platform, please contact our Legal Department via email to resolve the issue.

Contact Information:

Email: legal@spatialreal.com

14. Miscellaneous

14.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.

14.2 Updates. We may update these Terms. Continued use implies acceptance.

14.3 Contact. Email us at support@spatialreal.com.