Terms of Service

Effective Date: October 7, 2025 | Last Updated: October 7, 2025

These Terms of Service ("Terms") govern your access to and use of Adspoke, an AI-powered video generation platform operated by M&S CapitalSoft LLC ("we," "us," "our," or "Adspoke").

By using Adspoke, you agree to these Terms. If you don't agree, don't use our service.

1. About Our Service

What Adspoke Does:

Adspoke is an AI video generation platform that allows you to create video advertisements using AI actors, scripts, and automated production tools.

What You Get:

  • Access to our AI actor library (synthetic and licensed)
  • AI script generation tools
  • Video generation and export capabilities
  • Custom AI actor creation (upload your own face)
  • Commercial usage rights to videos you create

What We Don't Provide:

  • Guarantee that every video will be approved by advertising platforms
  • Promise that AI actors will perfectly match your specifications
  • Assurance that generated content will meet your specific expectations
  • Legal advice on content usage

You are fully responsible for:

  • How you use videos created on our platform
  • Compliance with advertising platform policies (Meta, TikTok, etc.)
  • Legal and ethical use of all content
  • Ensuring you have rights to any content you upload

2. Eligibility

To use Adspoke, you must:

  • Be at least 18 years old
  • Have the legal capacity to enter into binding contracts
  • Provide accurate and complete account information
  • Not be prohibited from using our service under applicable law

You agree NOT to:

  • Share your account credentials with others
  • Create multiple accounts to circumvent limitations
  • Use false information to register
  • Allow minors to use your account

3. Subscription and Billing

Plans and Payment:

  • Subscription required: Access to Adspoke requires an active paid subscription
  • Recurring billing: Subscriptions automatically renew monthly or annually
  • Payment processor: All payments are processed securely through Stripe
  • Currency: All prices in USD

Billing Terms:

  • Charges occur: On your subscription start date and each renewal
  • Price changes: We'll notify you 30 days before any price increase
  • Failed payments: May result in service suspension after 3 days
  • Taxes: You're responsible for applicable taxes

Cancellation:

  • Cancel anytime: Through your account settings
  • Access continues: Until the end of your current billing period
  • No refunds: Payments are non-refundable except where required by law
  • Credits expire: Unused video credits don't carry over after cancellation

Refunds:

We offer refunds only in these cases:

  • Technical failure preventing service use for 7+ consecutive days
  • Billing errors or duplicate charges
  • Required by applicable consumer protection law

Request refunds within 30 days: Email hello@adspoke.ai with your account details and reason.

4. Acceptable Use Policy

Prohibited Content:

You may NOT create videos containing or promoting:

  • Illegal activities: Drug trafficking, weapons sales, fraud, hacking
  • Adult content: Pornography, sexual services, explicit material
  • Hate speech: Content attacking individuals based on race, religion, gender, sexuality, disability
  • Violence: Graphic violence, self-harm, cruelty to animals
  • Harassment: Bullying, stalking, doxxing, threats
  • Misleading content: Deepfakes of real people without consent, impersonation, fraud
  • Regulated products: Tobacco, vaping, firearms, pharmaceuticals (without proper licensing)
  • Gambling: Unlicensed gambling services or promotions
  • Minors: Any content involving or targeting children under 18
  • Intellectual property violations: Using copyrighted material without permission

Prohibited Activities:

You may NOT:

  • Reverse engineer or attempt to extract our AI models
  • Scrape, copy, or replicate our platform technology
  • Use our service to build a competing product
  • Automate access beyond normal usage (excessive API calls, bots)
  • Attempt to bypass usage limits or restrictions
  • Upload malware, viruses, or malicious code
  • Use our service to spam or send unsolicited communications

Custom AI Actor Restrictions:

When uploading images/videos to create custom AI actors, you may NOT use:

  • Images of anyone under 18 years old
  • Celebrity likenesses or public figures without permission
  • Other people's faces without explicit written consent
  • Copyrighted images or trademarked content
  • Deceased individuals without estate permission

Violations result in immediate account termination and potential legal action.

5. Intellectual Property Rights

Your Content (Input):

  • You own it: Scripts, images, and videos you upload remain yours
  • License to us: You grant us a worldwide, non-exclusive license to use your input content solely to generate your videos and provide our service
  • Representations: You confirm you own all rights to content you upload or have permission to use it

Our Technology:

  • We own it: All AI models, platform code, design, and technology belong to Adspoke
  • No license: These Terms don't grant you rights to our underlying technology

Generated Videos (Output):

  • Commercial usage rights: You have full rights to use, publish, and monetize videos you create
  • Non-exclusive: We don't claim ownership of your generated videos
  • No uniqueness guarantee: AI may generate similar content for other users
  • Attribution not required: You're not required to credit Adspoke

AI Actors:

  • Synthetic actors: Proprietary to Adspoke; you can't extract or replicate them
  • Licensed actors: Based on real people who licensed their likeness to us; you can't extract their likeness
  • Custom actors: You own the original image/video, but can't transfer the AI version outside our platform

6. Service Availability and Changes

Service Availability:

  • Best effort: We strive for 99% uptime but don't guarantee uninterrupted service
  • Maintenance: Scheduled maintenance may cause temporary downtime (we'll notify you)
  • Generation times: Typically 2-5 minutes; may vary during peak usage

Service Changes:

We reserve the right to:

  • Add, modify, or remove features
  • Update AI actors or voices
  • Change pricing (with 30-day notice)
  • Improve or alter our technology

Major changes: We'll notify you via email or platform notification.

7. Account Termination

We May Terminate Your Account If:

  • You violate these Terms or our Acceptable Use Policy
  • You engage in fraudulent activity or chargebacks
  • Your account is inactive for 12+ consecutive months
  • Required by law or court order
  • You create content that damages our reputation or service

Notice:

  • Serious violations: Immediate termination without notice
  • Other violations: 7-day warning to remedy the issue

You May Terminate:

  • Anytime: Cancel through account settings
  • Effect: Access ends at current billing period end
  • Data deletion: Your data is deleted per our Privacy Policy (90 days)

After Termination:

  • Access to the platform stops immediately (or at period end if you cancelled)
  • Generated videos remain accessible until period end, then deleted
  • Custom AI actors are deleted immediately
  • These Terms survive termination for liability, indemnification, and dispute resolution sections

8. Disclaimers and Limitations of Liability

Service "AS IS":

ADSPOKE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING:

  • Merchantability, fitness for a particular purpose, or non-infringement
  • That the service will be error-free or uninterrupted
  • That AI-generated content will meet your expectations
  • That videos will be approved by advertising platforms

No Liability For:

We're not responsible for:

  • Content you create or how you use it
  • Decisions made by advertising platforms (Meta, TikTok, etc.)
  • Third-party services or integrations
  • Lost profits, revenue, or business opportunities
  • Indirect, incidental, or consequential damages

Liability Cap:

Our maximum liability to you is limited to the amount you paid us in the 12 months before the claim arose, or $100 USD, whichever is greater.

This limitation applies to the fullest extent permitted by law.

9. Indemnification

You agree to defend, indemnify, and hold harmless M&S CapitalSoft LLC, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

  • Your use of Adspoke
  • Content you create or upload
  • Your violation of these Terms
  • Your violation of any law or third-party rights
  • Unauthorized use of custom AI actors (using someone's face without permission)

If you believe content on Adspoke infringes your copyright, send a DMCA notice to hello@adspoke.ai with:

  1. Your physical or electronic signature
  2. Description of the copyrighted work
  3. Location of the infringing material on our platform
  4. Your contact information
  5. Statement of good faith belief that use is unauthorized
  6. Statement under penalty of perjury that information is accurate

Counter-notices: If your content was removed, you may submit a counter-notice per DMCA procedures.

11. Dispute Resolution and Governing Law

Governing Law:

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.

Informal Resolution:

Before filing a claim, contact hello@adspoke.ai to resolve the dispute informally. We'll try to resolve within 30 days.

Arbitration Agreement:

IF INFORMAL RESOLUTION FAILS, YOU AGREE TO BINDING ARBITRATION:

  • Individual basis only: No class actions or representative proceedings
  • Location: Arbitration in Casper, Wyoming or via video conference
  • Rules: American Arbitration Association (AAA) Consumer Arbitration Rules
  • Costs: Each party pays their own legal fees; we'll cover arbitration filing fees

Exceptions to Arbitration:

You may bring claims in small claims court if they qualify.

Opt-Out:

You may opt out of arbitration by emailing hello@adspoke.ai within 30 days of account creation with "Arbitration Opt-Out" in the subject line.

12. General Provisions

Entire Agreement:

These Terms, our Privacy Policy, and any other policies constitute the entire agreement between you and Adspoke.

Assignment:

You can't transfer your rights under these Terms. We may assign our rights to another company (e.g., in an acquisition).

Severability:

If any provision is found unenforceable, the rest of these Terms remain in effect.

Waiver:

Our failure to enforce any provision doesn't waive our right to enforce it later.

Force Majeure:

We're not liable for delays or failures caused by events beyond our reasonable control (natural disasters, war, internet outages, etc.).

M&S CapitalSoft LLC Unit #A3467, 312 W 2nd St Casper, WY, Natrona, US, 82601 Email: hello@adspoke.ai

13. Changes to These Terms

We may update these Terms to reflect:

  • Changes in our service or features
  • Legal or regulatory requirements
  • Business practices

We'll notify you of material changes by:

  • Posting updated Terms with a new "Last Updated" date
  • Sending email notification to your registered address
  • Displaying a notice on our platform

Continued use after changes means you accept the new Terms.

14. Contact Us

Questions about these Terms?

  • Email: hello@adspoke.ai
  • Address: Unit #A3467, 312 W 2nd St, Casper, WY, Natrona, US, 82601

We'll respond within 2 business days.