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Terms of Service
Terms of Use
Version 3.0
Last revised on: September 28, 2026
The website located at https://spellar.ai/ (the "Site") is a copyrighted work belonging to Spellar LTD, a company registered in England and Wales under company number 16213772, with its registered office at 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("Company", "us", "our", and "we"). The Spellar desktop application (macOS), iOS application, web application, and all related features and content — including but not limited to meeting recording, AI copilot, transcription, and meeting summaries — are collectively referred to as the "Services". The Site and Services together are referred to as the "Platform". Certain features of the Platform may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
These Terms of Use (these "Terms") set forth the legally binding terms and conditions that govern your use of the Platform. By accessing or using the Platform, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You may not access or use the Platform or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Platform.
These Terms should be read alongside our Privacy Policy, AI Usage Policy, and Terms of Subscription, which are incorporated herein by reference.
PLEASE BE AWARE THAT SECTION 13.2 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 13.2 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 13.2 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 13.2 CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Accounts
Account Creation. In order to use certain features of the Platform, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site or within the Services. Company may suspend or terminate your Account in accordance with Section 11.
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Access to the Site and Services
License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site and Services solely for your own personal, noncommercial use (unless you have a valid commercial subscription).
Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on the Site or Services (or on any content displayed therein) must be retained on all copies thereof.
Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site or Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or Services or any part thereof.
No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site, except as may be provided under a separate subscription or support agreement.
Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site, Services, and their content are owned by Company or Company's suppliers. Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
Feedback. If you provide Company with any feedback or suggestions regarding the Site or Services ("Feedback"), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
Software and Application License
Application License. Subject to these Terms and the Terms of Subscription, Company grants you a non-exclusive, non-transferable, revocable, limited license to download, install, and use the Spellar applications (macOS desktop app, iOS app, and web application) on devices that you own or control, solely for your personal or internal business use in connection with the Services.
Restrictions. In addition to the restrictions set forth in Section 2.2, you shall not: (a) redistribute, sublicense, or make the applications available to any third party; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the applications, except to the extent expressly permitted by applicable law; (c) remove, alter, or obscure any proprietary notices in the applications; or (d) use the applications for any purpose other than as expressly permitted by these Terms.
Updates. The applications may automatically download and install updates from time to time. These updates may include bug fixes, feature enhancements, or new features, and are designed to improve, enhance, and further develop the Services. By using the applications, you consent to such automatic updates. Updated versions of the applications are subject to these Terms.
User Content
User Content. "User Content" means any and all information and content that a user submits to, or uses with, the Platform (e.g., content in the user's profile, meeting recordings, chat messages, or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
License. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Platform and providing the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy":
You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable, (iii) that is harmful to minors in any way, or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means; (vi) harass or interfere with any other user's use and enjoyment of the Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
Enforcement. We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 11, and/or reporting you to law enforcement authorities.
AI Features
AI-Powered Services. The Services include AI-powered features such as transcription, speaker names, meeting summaries, tasks, AI chat, and exports. These features are powered by third-party AI providers, including OpenAI, Anthropic, Google, Perplexity, Mistral, and ElevenLabs. AI providers may change from time to time, and features may be modified, improved, or discontinued.
AI Output Disclaimer. AI-generated outputs (including summaries, feedback, suggestions, and analysis) are provided on an "as-is" basis and may contain errors, inaccuracies, or omissions. You should not rely on AI output as a substitute for professional judgment or for critical decisions. Company does not guarantee the accuracy, completeness, reliability, or availability of any AI-powered features.
AI Data Processing. Your use of AI features is subject to our AI Usage Policy and Privacy Policy. Your data is NOT used to train any AI models. Data is processed via API calls to third-party providers under strict contractual terms that prohibit use of customer data for training.
Meeting Recording Terms
Audio Recording. You acknowledge that the Services record audio from online meetings to provide transcription, speaker names, summaries, tasks, chat, and exports. The Services record audio only; video is not recorded or stored.
Recording Consent. You are solely responsible for complying with all applicable recording laws and regulations in your jurisdiction and the jurisdiction of all meeting participants. You must notify and, where required by applicable law, obtain consent from all other meeting participants before recording. This includes compliance with two-party (or all-party) consent laws, GDPR, and any other applicable data protection regulations.
Indemnification for Recording. You agree to indemnify and hold Company harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to your recording of meetings using the Services, including any claims from third parties related to unauthorized recording or failure to obtain required consent.
Company Disclaimer. Company is not responsible for and disclaims all liability arising from your failure to comply with applicable recording laws. Company does not provide legal advice regarding recording consent requirements. You should consult with a legal professional if you are unsure about the recording consent requirements in your jurisdiction.
Indemnification. You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Platform, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, (d) your User Content, or (e) your recording of meetings using the Services. Company 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 Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Third-Party Services
Google API Services. Spellar's use and transfer to any other app of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.
Third-Party Links & Ads; Other Users
Third-Party Links & Ads. The Platform may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads"). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
c. Other Users. Each Platform user is solely responsible for any and all of its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content. Your interactions with other Platform users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Platform user, we are under no obligation to become involved.
d. Release. You hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Platform (including any interactions with, or act or omission of, other Platform users or any Third-Party Links & Ads).
Disclaimers
THE PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) FIFTY BRITISH POUNDS (£50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
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.
Term and Termination.
Subject to this Section, these Terms will remain in full force and effect while you use the Platform. We may suspend or terminate your rights to use the Platform (including your Account) at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.6, Sections 3 through 13.
Copyright Policy.
Spellar LTD respects the intellectual property rights of others and expects users of our Platform to do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and, in appropriate circumstances, the termination of users of our online Platform who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is unlawfully infringing the copyright(s) in a work through the use of our Platform and wish to have the allegedly infringing material removed, the following information must be provided in the form of a written notification (in accordance with applicable copyright laws) to our designated Copyright Agent:
your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to applicable copyright laws, any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Company is:
Designated Agent: Spellar LTD Legal Team
Address of Agent: 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom
Telephone: +1 (302) 310-4445
Email: [email protected]
General
13.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
13.2 Dispute Resolution. Please read the following arbitration agreement in this Section (the "Arbitration Agreement") carefully. It requires you to arbitrate disputes with Company, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the "Company Parties") and limits the manner in which you can seek relief from the Company Parties*.*
Applicability of Arbitration Agreement.** You agree that any dispute between you and any of the Company Parties relating in any way to the Platform, the Services or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Company Parties on your behalf. For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms.
Informal Dispute Resolution. There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: [email protected], or by regular mail to 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
c. Arbitration Rules and Forum.
These Terms evidence a transaction involving international commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Arbitration Act 1996 (UK) will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and the Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Arbitration Act 1996 governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by the London Court of International Arbitration (LCIA), an established alternative dispute resolution provider. Disputes involving claims and counterclaims shall be subject to LCIA's most current version of the Arbitration Rules, available at https://www.lcia.org/Dispute_Resolution_Services/lcia-arbitration-rules-2020.aspx. LCIA's rules are also available by contacting LCIA directly.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in British Pounds (£); (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that:
The Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution;
The claims, defenses, and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and
The factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and the Company otherwise agree, or the Batch Arbitration process discussed in Subsection 13.2(h) is triggered, the arbitration will be conducted in London, England, under the LCIA Arbitration Rules. Subject to the LCIA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If LCIA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any LCIA fees and costs will be solely as set forth in the applicable LCIA Rules.
You and the Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
d. Authority of Arbitrator.
The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder, including, without limitation, any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement or any portion thereof, except for the following:
All disputes arising out of or relating to the subsection entitled "Waiver of Class or Other Non-Individualized Relief," including any claim that all or part of that subsection is unenforceable, illegal, void, or voidable, or that it has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator.
Except as expressly contemplated in the subsection entitled "Batch Arbitration," all disputes regarding the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator.
All disputes concerning whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator.
All disputes regarding which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.
The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled "Batch Arbitration." The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum's rules, and these Terms (including this Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law.
The award of the arbitrator shall be final and binding upon both parties. Judgment on the arbitration award may be entered in any court of competent jurisdiction in England and Wales.
e. Waiver of Jury Trial
EXCEPT AS SPECIFIED in section 13.2(a), YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY RIGHTS TO LITIGATE CLAIMS IN COURT AND HAVE A TRIAL BEFORE A JUDGE OR JURY. You and the Company Parties agree that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 13.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
f. Waiver of Class or Other Non-Individualized Relief. YOU AND THE COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 13.2(h), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. The parties hereby waive all rights to have any dispute brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES INVOLVING MULTIPLE CUSTOMERS OR USERS CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Subsection 13.2(h) entitled "Batch Arbitration."
Notwithstanding anything to the contrary in this Arbitration Agreement, if a court issues a final decision, not subject to further appeal, that the limitations of this subsection "Waiver of Class or Other Non-Individualized Relief" are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and the Company agree that such a claim or request for relief (and only that claim or request for relief) shall be severed from arbitration and may be litigated in a court of competent jurisdiction in England and Wales. All other disputes shall remain subject to arbitration.
This subsection does not prevent you or the Company from participating in a class-wide settlement of claims.
g. Attorneys' Fees and Costs.
The parties shall bear their own legal fees and costs in arbitration unless the arbitrator determines that either the substance of the dispute or the relief sought in the request was frivolous or brought for an improper purpose. If you or the Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to recover reasonable costs, necessary disbursements, and reasonable legal fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable legal fees.
h. Batch Arbitration.
To increase the efficiency of arbitration proceedings, you and the Company agree that if 100 or more individual arbitration requests of a substantially similar nature are filed against the Company by or with the assistance of the same law firm, group of law firms, or organizations within a 30-day period (or as soon as possible thereafter), the LCIA shall:
Administer the arbitration demands in batches of 100 requests per batch (plus, to the extent there are fewer than 100 requests left over after the batching described above, a final batch consisting of the remaining requests);
Appoint one arbitrator for each batch; and
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, one hearing (if any) in a place to be determined by the arbitrator, and one final award (Batch Arbitration).
All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the LCIA, and the LCIA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by the Company.
You and the Company agree to cooperate in good faith with the LCIA to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include:
The appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and
The adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM, or email to [email protected], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
j. Invalidity, Expiration.
Except as provided in the subsection entitled "Waiver of Class or Other Non-Individualized Relief", 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, while the remainder of the Arbitration Agreement shall continue in full force and effect.
You further agree that any Dispute that you have with the Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be permanently barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as they would apply in the courts of England and Wales.
k. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Company at the following address: 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM, or email to [email protected]. Unless you reject the change within 30 days of such change becoming effective by writing to the Company in accordance with the foregoing, your continued use of the Platform, including the acceptance of products and services offered on the Platform following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes.
Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of arbitration if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate disputes arising out of or relating in any way to your access to or use of the Services or the Platform, any communications you receive, any products sold or distributed through the Platform, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. The Company will continue to honor any valid opt-outs of the Arbitration Agreement that you made to a prior version of these Terms.
13.3 Export. The Platform may be subject to UK export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any technical data acquired from the Company, or any products utilizing such data, in violation of UK export laws or regulations.
13.4 Disclosures. The Company is located at the address specified in Section 13.9. If you are a UK resident and have a complaint, you may contact the UK Citizens Advice Consumer Service at 0808 223 1133 or visit https://www.citizensadvice.org.uk/ for further information regarding consumer rights and complaints.
13.5 Electronic Communications.
The communications between you and the Company use electronic means, whether you use the Platform or send us emails, or whether the Company posts notices on the Site or communicates with you via email. For contractual purposes, you:
(a) consent to receive communications from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in hardcopy writing.
The foregoing does not affect your non-waivable rights under applicable law.
13.6 Force Majeure.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause that is beyond the reasonable control of the affected party, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, acts of terrorism, war, governmental actions, power failure, internet or telecommunications failures, or failures of third-party service providers. If such an event occurs, the affected party's obligations under these Terms will be suspended for the duration of the event.
13.7 Entire Terms.
These Terms constitute the entire agreement between you and the Company regarding the use of the Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Your relationship with the Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without the Company's prior written consent. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
13.8 Copyright/Trademark Information. Copyright © 2024-2026 Spellar LTD. All rights reserved. All trademarks, logos, and service marks ("Marks") displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party that may own the Marks.
13.9 Contact Information:
Spellar LTD, a company registered in England and Wales under company number 16213772
Address:
71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM
Telephone: +1 302 310 4445
Email: [email protected]