The Creative Engine for Consumer Brands

Effective Date: January 8, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and CartHopper Inc. ("Company," "we," "us," or "our"), governing your access to and use of Sprello (the "Service"), including our website at https://sprello.app, our applications, and any related services.

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and all references to "you" shall refer to that organization.

2. Description of Service

Sprello is a visual workflow automation platform that enables users to orchestrate AI models for creative production. The Service allows users to build node-based workflows that connect various AI models for image generation, video generation, text processing, and other creative operations.

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Service, you must register for an account. When you register, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. We are not liable for any losses arising from unauthorized use of your account.

3.3 Account Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service. By using the Service, you represent and warrant that you meet this requirement.

4. Workspaces and Team Access

4.1 Workspace Administration

Workspaces allow multiple users to collaborate. The workspace owner is responsible for managing workspace membership, permissions, and ensuring all members comply with these Terms.

4.2 Shared Resources

Workspace members share a credit pool and may have access to workflows and content created by other members. Workspace owners and administrators can set permissions that govern member access to workspace resources.

4.3 Member Conduct

Workspace owners are responsible for ensuring their team members comply with these Terms. Violations by workspace members may result in suspension or termination of the entire workspace.

5. Subscriptions, Credits, and Payments

5.1 Subscription Plans

The Service offers various subscription plans, including free and paid tiers. Paid subscriptions may be billed monthly or annually. Details of each plan, including pricing and features, are available on our website.

5.2 Credits

The Service operates on a credit system. Each AI operation (such as image or video generation) consumes credits based on the model used and operation complexity. Credits are allocated according to your subscription plan and shared across workspace members.

5.3 Credit Expiration and Rollover

Unused credits may roll over to the next billing period, subject to plan-specific limits. Credits that exceed the maximum rollover cap will expire. Specific rollover terms are detailed in your subscription plan.

5.4 Payment Terms

You agree to pay all fees associated with your subscription plan. Payments are processed through our third-party payment processor (Stripe). By providing payment information, you authorize us to charge your payment method for recurring subscription fees and any applicable taxes.

5.5 Price Changes

We reserve the right to change subscription prices with 30 days' notice. Price changes will take effect at your next billing cycle following the notice period.

5.6 Refund Policy

ALL SUBSCRIPTION FEES AND CREDIT PURCHASES ARE NON-REFUNDABLE. By subscribing to the Service or purchasing credits, you acknowledge and agree that:

All payments are final and non-refundable, regardless of usage
No refunds will be issued for partial billing periods, unused time, or unused credits
Unused credits have no cash value and cannot be redeemed for cash or refunds
Downgrading your subscription does not entitle you to a refund of the difference
If you cancel your subscription, you will not receive a refund for any remaining time in your billing period

We do not offer refunds for dissatisfaction with AI-generated outputs, service performance, or any other reason. You are responsible for evaluating the Service before subscribing.

5.7 Cancellation

You may cancel your subscription at any time through your account settings. Upon cancellation, you will retain access to paid features until the end of your current billing period. After cancellation, your account will revert to the free tier (if available) or be deactivated.

6. User Content and Intellectual Property

6.1 Your Content

"User Content" means any content you upload, submit, create, or generate through the Service, including images, videos, text, prompts, workflows, and other materials. You retain ownership of your original User Content, subject to the licenses granted below.

6.2 License to Us

By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, adapt, process, and display your User Content solely for the purpose of providing and improving the Service. This license continues even if you stop using the Service, but only to the extent necessary to complete any pending operations or as required for our legitimate business purposes (such as maintaining backups).

6.3 AI-Generated Content

Content generated by AI models through the Service ("AI Output") may be subject to the terms of the underlying AI model providers. We make no claims of ownership to AI Output. However, your rights to use AI Output may be subject to restrictions imposed by AI model providers' terms of service, which you are responsible for reviewing and complying with.

6.4 Content Representations

You represent and warrant that:

You own or have the necessary rights to submit User Content
Your User Content does not infringe any third party's intellectual property or other rights
Your User Content complies with all applicable laws and these Terms
You have obtained all necessary consents for any personal information in your User Content

6.5 Our Intellectual Property

The Service, including its design, features, functionality, and all underlying technology, is owned by CartHopper Inc. and protected by intellectual property laws. Nothing in these Terms grants you any right to use our trademarks, logos, or branding without our prior written consent.

7. Acceptable Use Policy

You agree not to use the Service to:

Generate, upload, or distribute content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable
Create content that exploits minors or depicts child sexual abuse material (CSAM)
Generate deepfakes or synthetic media of real persons without their consent
Infringe upon the intellectual property rights of others
Spread misinformation, disinformation, or content designed to deceive
Engage in fraudulent activities or scams
Attempt to circumvent credit limits, usage restrictions, or security measures
Use the Service to train AI models without our express permission
Reverse engineer, decompile, or attempt to extract the source code of the Service
Access the Service through automated means (bots, scrapers) without authorization
Resell, redistribute, or sublicense access to the Service without our consent
Violate any applicable laws or regulations

We reserve the right to investigate violations and take appropriate action, including removing content, suspending accounts, and reporting illegal activities to law enforcement.

8. Third-Party Services and AI Model Providers

The Service integrates with third-party AI model providers and other services. Your use of these third-party services is subject to their respective terms of service and privacy policies. We are not responsible for the performance, availability, or content generated by third-party AI models.

By using AI models through our Service, you acknowledge that your inputs (including prompts and uploaded content) may be transmitted to and processed by third-party AI providers. You agree to comply with the acceptable use policies of all AI model providers whose services you use through our platform.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

Without limiting the foregoing, we do not warrant that:

The Service will be uninterrupted, secure, or error-free
AI-generated content will be accurate, appropriate, or free from errors
The Service will meet your specific requirements
Any defects in the Service will be corrected

AI-generated content may contain inaccuracies, biases, or inappropriate material. You are solely responsible for reviewing and validating all AI Output before use.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CARTHOPPER INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

Your access to or use of (or inability to access or use) the Service
Any conduct or content of any third party on the Service
Any AI-generated content or outputs
Unauthorized access, use, or alteration of your transmissions or content
Any other matter relating to the Service

OUR TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100 USD).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights.

11. Indemnification

You agree to indemnify, defend, and hold harmless CartHopper Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any third-party rights, including intellectual property rights; or (e) your violation of any applicable laws.

12. Termination

12.1 Termination by You

You may terminate your account at any time by following the instructions in your account settings or by contacting us. Upon termination, your right to use the Service will immediately cease.

12.2 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to, violations of these Terms, fraudulent activity, non-payment, or extended periods of inactivity.

12.3 Effect of Termination

Upon termination, all licenses and rights granted to you under these Terms will immediately terminate. You will lose access to your account and any User Content stored in the Service. We are not obligated to retain or provide copies of your User Content after termination. Sections that by their nature should survive termination shall survive.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@sprello.app and attempt to resolve the dispute informally for at least 30 days.

13.2 Binding Arbitration

If we cannot resolve a dispute informally, you and CartHopper Inc. agree to resolve any dispute through binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. Arbitration will be conducted in New York, or another mutually agreed location. The arbitrator's decision will be final and binding.

13.3 Class Action Waiver

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13.4 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction for infringement of intellectual property rights or unauthorized access to the Service.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. To the extent arbitration is not applicable, you agree to submit to the exclusive jurisdiction of the state and federal courts located in New York for any disputes arising out of these Terms.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Effective Date." For significant changes, we may also provide additional notice (such as email notification). Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements.

16.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

17. Contact Information

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

CartHopper Inc.
New York, NY
Email: legal@sprello.app
Website: https://sprello.app