Spout Terms of Use

Effective date: September 23, 2025

These Terms of Use (the “Terms”) are a binding contract between you and Panels Research, Inc. They govern your access to and use of the Services. By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

Arbitration & Class-Action Waiver: Except for certain types of disputes (see Section 14), disputes will be resolved by binding individual arbitration and you waive your right to participate in a class action. You can opt out within 30 days (Section 14).

1) What Spout does

Spout lets people talk to other people. With clear disclosures and in-product notices, we record conversations, create transcripts/derivatives, and license those datasets to AI labs and enterprise customers for training, fine-tuning, evaluating, and benchmarking voice models. See our Privacy Policy for how we collect, use, and share information.

2) Eligibility & accounts

• You must be at least the age of legal majority in your jurisdiction (and in any case 13+) and able to enter a binding contract.
• You agree to provide accurate, complete, and up-to-date registration information and to keep it that way.
• Keep your credentials confidential; you’re responsible for activity on your account.

If you use single sign-on or third-party accounts, you authorize us to access permitted information needed to provide the Services.

3) Recording disclosure & consent

3.1 Notice & consent

Before or when you join a conversation, we display a clear recording notice. By joining/continuing, you consent to recording and processing described here and in our Privacy Policy, including licensing to customers for AI model work.

3.2 Your responsibilities to participants

If you invite or host others, you must ensure all participants receive legally required recording notices and consent where applicable. Do not record anyone who does not consent.

3.3 No expectation of deletion from trained models

Once data is included in a trained model, it generally cannot be “untrained.” We’ll honor rights and deletion requests on a go-forward basis as described in our Privacy Policy.

4) Your content & license to Spout

“User Content” means anything you submit, upload, say, stream, or otherwise provide via the Services (including audio, transcripts, chat, prompts, titles, tags, and feedback).

You retain your rights in User Content. You grant Spout a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free license to use, reproduce, host, store, transcribe, adapt, translate, analyze, create derivative works from, distribute, publicly perform/display, and commercially license the User Content and derivatives in connection with the Services and our (and our customers’/partners’) development, training, fine-tuning, testing, evaluation, safety, and benchmarking of AI models and related products, and to promote Spout. This license survives account closure and these Terms. (Privacy limits still apply.)

You also grant us the right to make technical changes to conform to network, device, or media requirements.

5) Spout content & IP

The Services, including software, features, interfaces, and all content we provide (excluding your User Content), are owned by us and our licensors and protected by IP laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for their intended purpose, subject to these Terms. We reserve all other rights.

6) Acceptable use

You agree not to:

• Violate laws or others’ rights (including privacy, publicity, IP, or recording laws).
• Upload/share unlawful, harmful, deceptive, defamatory, harassing, hateful, exploitative, or obscene content.
• Attempt to decompile, reverse engineer, or otherwise access source code.
• Circumvent security, probe or scan systems, or disrupt/overload the Services.
• Use bots/scrapers to extract data at scale or copy significant portions of content.
• Misrepresent your identity or affiliation, or impersonate others.
• Upload content you lack rights/consents to provide (e.g., recording non-consenting participants).

We may suspend or terminate accounts for violations (Section 12).

7) Fees, trials & changes

We may offer free or paid tiers, trials, or credits. Prices, features, and limits may change with notice where required. If you subscribe, you authorize us (and our payment processors) to charge the applicable fees and taxes. You’re responsible for carrier data charges and hardware/software needed to use the Services.

8) Third-party services

The Services may link to or interoperate with third-party sites, software, or services. We’re not responsible for third-party content, products, terms, or policies. Your use of them is at your option and subject to their terms.

9) Feedback

If you send ideas, suggestions, or improvements (“Feedback”), you grant us a free, perpetual, irrevocable license to use the Feedback without restriction or compensation.

10) DMCA & copyright policy

We respond to notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act (17 U.S.C. §512).

To report infringement, email hello@withspout.com with: (a) your physical/electronic signature; (b) identification of the copyrighted work; (c) identification of the material and its location on the Services; (d) your contact information; (e) a good-faith statement of unauthorized use; and (f) a statement under penalty of perjury of accuracy and authority to act. We may remove the material and, for repeat infringements, terminate accounts. To submit a counter-notice, send a signed statement with required details; on valid counter-notice we may restore content after 10 business days unless we receive notice of court action.

11) Privacy

See our Privacy Policy (incorporated by reference) for how we collect, use, disclose, and safeguard information, including recordings and licensing to customers.

12) Termination & suspension

You may stop using the Services any time. We may suspend or terminate access, remove content, and/or disable accounts at our discretion (e.g., for violations, risk, non-payment, unlawful conduct, or to protect users/services). Upon termination, Sections that by their nature should survive (including 3–6, 8–16) survive.

13) Changes to the Services or these Terms

We update and improve continuously. We may modify or discontinue features and update these Terms. If we make material changes, we’ll provide notice (e.g., by posting, email, or in-product). If you continue using the Services after changes take effect, you accept the updated Terms.

14) Dispute resolution, arbitration & opt-out

Please read carefully—this affects your rights.

• Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules.
• Venue & law. The seat of arbitration is San Francisco, California. One arbitrator. The arbitrator may award individual relief permitted by law.
• Class/representative actions. No class actions or class arbitrations. You and Spout may bring claims only in your or its individual capacity.
• Small-claims court. Either party may bring an eligible claim in small-claims court in San Francisco County, California (or your U.S. county of residence).
• Injunctive relief for IP/security. Either party may seek temporary or preliminary relief in court to protect IP or security pending arbitration.
• Opt-out. You may opt out of arbitration/class-action waiver within 30 days of first accepting these Terms by emailing hello@withspout.com with subject “Arbitration Opt-Out,” your full name, account email, and a clear statement that you wish to opt out.
• Costs. AAA rules govern allocation of fees; we will consider reasonable requests to cover filing fees for non-frivolous claims.

This Section remains in force even after these Terms end.

15) Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND NON-INTERFERENCE. We do not guarantee the Services will be uninterrupted, timely, secure, error-free, or that content (including models trained using licensed data) will meet your requirements.

16) Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SPOUT NOR ITS AFFILIATES, LICENSORS, OR PARTNERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. Some jurisdictions don’t allow certain limitations; in those cases, liability is limited to the maximum permitted by law.

17) Indemnification

You will defend, indemnify, and hold harmless Spout and its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Services, your User Content (including recording others without proper notice/consent), or your violation of these Terms or applicable law.

18) Export, sanctions & safety

You represent that you are not located in, under control of, or a national/resident of any country or entity subject to comprehensive U.S. sanctions and are not on any U.S. government denied-party list. You agree to comply with U.S. export and sanctions laws and not to use the Services for prohibited purposes.

19) Government use

If you are a U.S. Government end user, the Services and documentation are “commercial items” provided with only those rights detailed in these Terms (FAR 12.211/12.212 or DFARS 227.7202).

20) Beta features & changes

We may offer beta, preview, or experimental features. They may be subject to additional terms, may change, and may be discontinued at any time. Use is at your own risk.

21) Mobile apps / app stores (if applicable)

If you access via Apple App Store or Google Play, you acknowledge that: (i) these Terms are between you and Spout only; (ii) the store providers have no responsibility for the app; (iii) your use must comply with the store’s terms; and (iv) the store providers are third-party beneficiaries of this Section.

22) Miscellaneous

• Governing law & venue: California law (without regard to conflicts) governs these Terms, except for the arbitration clause, which is governed by the FAA. Subject to Section 14, courts in San Francisco County, California have exclusive jurisdiction.
• Entire agreement: These Terms (plus incorporated policies) are the entire agreement between you and us regarding the Services.
• Severability: If any provision is unenforceable, it’s severed and the rest remains in effect.
• No waiver: Our failure to enforce any provision is not a waiver.
• Assignment: You may not assign these Terms without our consent; we may assign.
• Notices: We may notify you by email, in-product, or posting on the site. You consent to electronic communications.

23) Contact

Panels Research, Inc. (d/b/a “Spout”)
2261 Market Street, STE 85337, San Francisco, CA 94114 USA
Email: hello@withspout.com