Terms of Service

Acceptance of Terms

By creating an account, accessing, or using any part of the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization.

Sparemin provides the following service categories under the Headliner brand:

• Platform Services — Make, Eddy, Play, and associated mobile applications: tools for creating, editing, and publishing audio and video content, generating transcripts and captions, and managing media. The Headliner Dashboard provides analytics, reporting, and management capabilities across all service tiers.
• Discovery Services — Embedded Disco widgets deployed on third-party publisher websites.
• Promotion Services — Podcast Promo and related advertising and distribution tools.

Eligibility

The Service is intended for users who are at least 13 years of age. By using the Service, you represent that you meet this requirement. If you are between 13 and 18, you represent that you have parental or guardian consent.

The Service is not directed to children under 13. If we become aware that a user is under 13, we will take steps to terminate that account.

Account Registration

To access most features of the Service, you must create an account. By creating an account, you agree to:

• Provide accurate, current, and complete information during registration;
• Maintain and promptly update your account information;
• Keep your password secure and notify us immediately of any unauthorized use;
• Accept responsibility for all activities that occur under your account;
• Not impersonate any person or entity.

License to Use the Service

Subject to your compliance with these Terms, Sparemin grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business purposes. This license does not include reselling, sublicensing, reverse-engineering, or accessing the Service through unauthorized automated means.

Use of the Service is also governed by the Media Use Terms, incorporated into these Terms by reference. Third-party media accessed through the Service is subject to the licensing terms of the respective third-party providers.

Your Content

You retain ownership of content you submit to the Service ("Your Content"). By submitting Your Content, you grant Sparemin a worldwide, non-exclusive, royalty-free, sublicensable license to use, store, display, reproduce, modify, and distribute Your Content solely to provide, maintain, and improve the Service.

You represent and warrant that:

• You own or have all necessary rights to submit Your Content and grant the license above;
• Your Content does not infringe any third-party rights;
• Your Content does not contain material that is defamatory, obscene, abusive, or illegal.

Sparemin does not claim ownership of Your Content. You are solely responsible for Your Content and the consequences of sharing it.

AI Features

• Paid Users: Content uploaded by paid subscribers is not used to train machine learning models.
• Free-Tier Users: Content may be used in aggregated or de-identified form to improve machine learning systems and product features.
• Accuracy: AI-generated outputs may contain inaccuracies. You are responsible for reviewing and verifying AI-generated content before publishing.
• Third-Party AI Providers: Some AI features are powered by OpenAI and AssemblyAI. Use is also subject to those providers' terms.

Prohibited Uses

You agree not to use the Service to:

• Violate any applicable law or regulation;
• Infringe the intellectual property rights of others;
• Upload content that is defamatory, obscene, abusive, hateful, or objectionable;
• Engage in harassment, bullying, or threatening behavior;
• Impersonate any person or entity;
• Engage in unauthorized access to any portion of the Service;
• Send unsolicited commercial communications (spam);
• Introduce malware, viruses, or other harmful code;
• Circumvent any content filtering or security measures;
• Collect personally identifiable information without authorization;
• Interfere with or disrupt the integrity or performance of the Service.

Copyright / DMCA

Sparemin respects intellectual property rights and will respond to notices of alleged copyright infringement complying with applicable law, including the DMCA. We may terminate accounts of repeat infringers.

To submit a copyright infringement notice, please provide:

• A description of the copyrighted work claimed to have been infringed;
• A description of where the allegedly infringing content is located on the Service;
• Your contact information;
• A good-faith belief statement that the disputed use is not authorized;
• A statement that the information in your notice is accurate, and your signature.

Send DMCA notices to: info@sparemin.com (subject line: "DMCA Notice") or by mail to: Sparemin, Inc., Attn: Legal Dept, 121 E 23rd St #12C, New York, NY 10010.

Third-Party Services

The Service may allow you to connect to third-party platforms including YouTube, Google, Google Drive, Facebook, X, Instagram, TikTok, LinkedIn, Zoom, and Dropbox. Your use of any third-party service is governed by that service's own terms and privacy policies, for which Sparemin is not responsible.

Use of YouTube API Services is subject to the YouTube Terms of Service and Google's Privacy Policy. You may revoke the Service's access to your YouTube account at any time via Google's security settings page.

Privacy

Our collection, use, and disclosure of personal information is described in our Privacy Policy, incorporated into these Terms by reference.

Fees and Payment

Certain features require a paid subscription. By selecting a paid plan, you agree to pay the applicable fees. All fees are exclusive of applicable taxes.

• Subscriptions automatically renew unless cancelled before the renewal date.
• Payment is processed via Stripe. You authorize Sparemin to charge your payment method for all applicable fees.
• All fees are non-refundable except as required by applicable law.
• If payment fails, Sparemin may suspend or terminate access to paid features.

Free Tier and Trials

Sparemin may offer a free tier or trial period at its discretion. Free and trial features may be limited in functionality or duration and may be changed or discontinued at any time.

At the end of a trial period, you will be charged for the selected paid plan unless you cancel before the trial ends.

Changes to the Service

Sparemin reserves the right to modify, suspend, or discontinue any part of the Service at any time. We will endeavor to provide reasonable advance notice of material changes. Sparemin is not liable for any modification, suspension, or discontinuation of the Service.

Term and Termination

These Terms remain in effect while you use the Service. Either party may terminate these Terms at any time upon notice. Sparemin may terminate or suspend your access immediately if you have violated these Terms.

Sections 5, 8, 15, 17–20, and 25 will survive termination of these Terms.

Confidentiality

"Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential. Each party agrees to protect the other's Confidential Information with reasonable care and to use it only to perform its obligations under these Terms.

Feedback

If you provide Sparemin with any suggestions, ideas, or feedback related to the Service ("Feedback"), you grant Sparemin a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

Content Claims Waiver

To the fullest extent permitted by law, you waive any right to bring any claim against Sparemin arising out of or relating to any content created, generated, or produced using the Service, including claims arising from the content's accuracy, completeness, legality, or infringement of third-party rights. This waiver does not apply to claims arising from Sparemin's own gross negligence or willful misconduct.

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPAREMIN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. USE OF THE SERVICE IS AT YOUR SOLE RISK.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPAREMIN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

Sparemin's total cumulative liability to you for any direct damages shall not exceed the greater of: (a) the fees paid by you in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) $1,000 USD.

Indemnification

You agree to defend, indemnify, and hold harmless Sparemin and its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, losses, costs, and expenses arising out of or relating to:

• Your violation of these Terms;
• Your Content or your use of the Service;
• Your violation of any applicable law or third-party rights;
• Your use of third-party media in violation of the applicable license terms.

Mobile Applications

If you access the Service through a mobile application, additional terms may apply based on the platform:

Apple App Store

Apple is not a party to these Terms and has no obligation to provide maintenance or support for the Service. In the event of any failure to conform to any applicable warranty, you may notify Apple for a refund. Apple has no other warranty obligation with respect to the Service.

Google Play

Google is not a party to these Terms. These Terms are between you and Sparemin only. Sparemin is solely responsible for the Service.

API Access

If you access the Service through an API, your use is subject to these Terms and any additional API-specific terms and rate limits. You must not use the API in a way that degrades the Service or violates these Terms. Sparemin may change, suspend, or terminate API access at any time.

You may not use the API to scrape, crawl, or harvest user data, or to build a competing product or service without Sparemin's prior written consent.

Export Controls

The Service and related software may be subject to U.S. export laws. You agree not to export or re-export the Service to any country, person, or entity in violation of U.S. export laws. By using the Service, you represent that you are not located in a U.S.-embargoed country and are not on any U.S. government list of prohibited parties.

Changes to These Terms

Sparemin may modify these Terms at any time. We will provide at least fourteen (14) days' advance notice of material changes by posting the updated Terms on the Service and, where appropriate, sending a notification via email or in-app notice. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

Dispute Resolution

25a. Informal Resolution

Before initiating formal proceedings, please contact us at info@sparemin.com with a written description of the dispute. We will attempt to resolve it informally within 30 days.

25b. Binding Arbitration

Except for small claims court disputes, any dispute arising from these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. Arbitration will take place in New York City, New York, or remotely.

25c. Class Action Waiver

YOU AND SPAREMIN EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

25d. Exceptions to Arbitration

The following disputes are excluded from arbitration: (i) enforcement of Sparemin's intellectual property rights; (ii) small claims court disputes; and (iii) disputes that cannot be subject to arbitration as a matter of applicable law.

25e. Governing Law

These Terms are governed by the laws of the State of New York. Subject to the arbitration provisions above, any legal action shall be brought exclusively in the federal or state courts in the Borough of Manhattan, New York City.

25f. Time Limitation on Claims

Any claim arising out of or related to the Service or these Terms must be commenced within one (1) year after the cause of action accrues. Claims not commenced within that period are permanently barred.

General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and Media Use Terms, constitute the entire agreement between you and Sparemin regarding the Service.
• Severability: If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure of Sparemin to enforce any provision does not constitute a waiver of that provision.
• Assignment: Sparemin may assign these Terms without notice. You may not assign these Terms without Sparemin's prior written consent.
• No Agency: No agency, partnership, joint venture, or employment is created as a result of these Terms.
• Force Majeure: Neither party is liable for failure to perform obligations due to causes beyond its reasonable control.
• Notices: Notices to Sparemin should be sent to info@sparemin.com or by mail to 121 E 23rd St #12C, New York, NY 10010.
• No Third-Party Beneficiaries: These Terms do not create any rights in any third party.

Contact Us

If you have any questions about these Terms of Service, please contact us: