Terms and Conditions — Spool

 

Effective Date: March 6, 2026 Last Updated: March 6, 2026

 

Legal Notice: These Terms and Conditions have been prepared to reflect Spool's current practices and applicable law. They are not legal advice. Spool recommends consulting qualified legal counsel before relying on this document for compliance purposes.

 

 

1. AGREEMENT TO TERMS

 

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Spool ("Spool," "we," "us," or "our") governing your access to and use of our website, mobile application, and platform services (collectively, the "Services").

By creating an account, accessing the Services, or clicking to accept these Terms, you confirm that you have read, understood, and agree to be bound by them, including our Privacy Policy, which is incorporated into these Terms by reference.

If you do not agree to these Terms, you may not use our Services.

 

2. ELIGIBILITY AND AGE RESTRICTION

 

You must be at least 13 years of age to use Spool. The Services are not directed to children under 13, and we do not knowingly permit anyone under 13 to create an account. If you are under 13, do not attempt to register or use the Services.

You must also be legally capable of entering into a binding contract in your jurisdiction. If you are using the Services on behalf of a business or organization, you represent and warrant that you have the authority to bind that entity to these Terms.

 

3. ACCOUNT REGISTRATION AND IDENTITY VERIFICATION

 

3.1 Account Creation

 

To access Spool's execution features, you must create an account and complete our identity verification process. You agree to provide accurate, current, and complete information during registration and to keep that information updated.

 

3.2 Identity Verification (KYC)

 

Because Spool acts on your behalf in the real world — including placing phone calls, sending messages, and interacting with third parties — we are required to verify your identity before activating these features. You agree to provide:

• Your full legal name

• A verified email address

• A verified callback phone number

• Valid billing information

• Any additional identity documentation we may require

You represent and warrant that all information you provide is truthful and accurate. Providing false identity information is a material breach of these Terms and will result in immediate account suspension and, where applicable, referral to law enforcement.

 

3.3 Account Security

 

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at support@tryspool.com if you suspect any unauthorized access to your account. Spool is not liable for any loss arising from unauthorized use of your account where you have failed to maintain the security of your credentials.

 

4. THE SERVICES

 

4.1 What Spool Does

 

Spool is an agentic AI execution platform. It acts as your authorized agent — taking real-world actions on your behalf, including making phone calls, navigating automated systems, sending messages, and coordinating tasks with third parties. Spool does not act independently; every action is initiated by a logged, verified instruction from you.

 

4.2 What Spool Does Not Do

 

Spool is not a legal, financial, medical, or professional services provider. Nothing the Services produce constitutes legal advice, financial advice, medical advice, or any other form of professional counsel. You are solely responsible for any decisions you make based on outcomes Spool produces on your behalf.

 

4.3 Service Availability

 

We strive to keep the Services available and reliable, but we do not guarantee uninterrupted access. We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will make reasonable efforts to provide advance notice of material changes or planned outages.

 

4.4 AI Disclosure

 

Every AI-assisted phone call Spool places on your behalf will identify itself as a digital assistant calling on behalf of your verified name. This disclosure is hard-coded and cannot be disabled or overridden. You acknowledge and agree that this disclosure will be made on every call as a condition of using Spool's telephony features.

 

5. YOUR RESPONSIBILITIES AND CONDUCT

 

5.1 General Conduct

 

You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for all instructions you provide to Spool and all actions Spool takes on your behalf.

 

5.2 Prohibited Uses

 

You may not use the Services to:

• Place or facilitate outbound cold sales calls, solicitation, or lead generation directed at any party who has not consented to be contacted

• Conduct political calls, debt collection activity, or third-party marketing on behalf of any person or organization other than yourself

• Impersonate any person, organization, government official, law enforcement officer, or medical professional

• Facilitate the sale or distribution of federally controlled substances

• Engage in harassment, threatening, abusive, or violent conduct toward any call recipient or third party

• Coordinate, plan, or facilitate any criminal activity, including financial fraud or violent crime

• Attempt to circumvent or disable Spool's compliance infrastructure, including AI identification disclosures, opt-out systems, or call-hour restrictions

• Use the Services in any manner that violates applicable law, including but not limited to the TCPA, FCC regulations, and applicable state privacy laws

• Use the Services to contact individuals who have previously opted out of contact from you via the Spool platform or otherwise indicated that you may not contact them

Spool's engine is architected to detect and refuse prohibited intents autonomously. Attempting to use prohibited instructions — even if not successfully executed — constitutes a violation of these Terms.

 

5.3 Your Responsibility for Consent — Read This Section Carefully

 

This section describes one of the most important legal obligations you assume when using Spool's telephony and messaging features. Please read it in full.

How Spool's consent framework works. Spool acts as an intermediary — it does not independently verify whether a call recipient has consented to being contacted. Instead, before Spool places any AI-assisted call or sends any message to a wireless number on your behalf, you are required to affirmatively confirm that the recipient has consented to that contact. Spool relies on your affirmation in good faith, as expressly permitted under the FCC's intermediary framework (In re GroupMe, Inc., 29 FCC Rcd 3442 (2014)), which recognizes that a platform cannot be expected to independently verify the consent of every recipient before every message.

What you are representing when you affirm consent. Each time you submit a consent affirmation, you are making a binding legal representation to Spool — and to any relevant regulatory authority or court — that:

• The recipient has knowingly provided or released their contact information for the type of contact you are directing Spool to make

• The recipient has given prior express consent (or prior express written consent, where legally required) to receive the communication you are requesting

• You have a legitimate, existing relationship or other legal basis for the contact

• You have no reason to believe the recipient would object to being contacted

• Your affirmation is truthful, complete, and made in good faith

This is not a checkbox formality. It is a legal representation with real consequences.

What happens if your affirmation is false or inaccurate. If you provide a consent affirmation that is false, inaccurate, unsupported, or made without a reasonable basis, you — not Spool — are solely and personally responsible for all consequences that result, including:

• Any and all TCPA liability arising from unconsented calls or messages, including statutory damages of $500–$1,500 per violation

• Any liability arising under applicable state law, including state equivalents to the TCPA and state privacy statutes

• Any regulatory fines, penalties, or enforcement actions

• Any claims brought by the recipient, their attorneys, or class action counsel

• All costs, attorneys' fees, and expenses Spool incurs in connection with any claim, investigation, or proceeding arising from your false affirmation

You agree to fully indemnify and hold harmless Spool, its officers, directors, employees, and agents from any and all such claims, liabilities, damages, losses, and expenses. This indemnification obligation is unconditional — it applies regardless of whether Spool had any reason to question the validity of your affirmation.

Spool's reliance is reasonable and in good faith. Spool's consent affirmation system is designed to satisfy the "reasonable reliance" standard established in Riding v. Cache Creek Casino Resort (E.D. Cal. 2021) and the intermediary theory recognized in In re GroupMe, Inc. By presenting you with a clear affirmation requirement and obtaining your binding contractual representation, Spool has performed the due diligence required to rely on your consent representation and is not the "maker" or "initiator" of any call placed in reliance on a false affirmation you provide. Spool's status as a conduit — not an independent caller — is further supported by Duffey v. Checkr, Inc. (N.D. Cal. 2020) and Facebook, Inc. v. Duguid, 592 U.S. 395 (2021).

No shared liability for your misrepresentation. Spool does not share liability with you for calls or messages sent to recipients who did not actually consent, where that lack of consent was the result of your false or unsupported affirmation. The legal and financial exposure for any such contact rests entirely with you. If Spool is named in any claim or proceeding arising from a contact you directed using a false affirmation, Spool will exercise all available rights of indemnification and contribution against you.

 

5.4 Platform Consent to Receive Communications

 

By creating a Spool account and accepting these Terms, you provide prior express written consent — as that term is defined under the Telephone Consumer Protection Act (47 U.S.C. § 227) and 47 C.F.R. § 64.1200 — to receive calls and text messages placed or sent by Spool AI assistants. This consent covers two distinct categories of communication:

Communications from your own Spool assistant. You consent to receive calls, texts, and messages from the AI assistant associated with your own Spool account, including task updates, confirmations, follow-ups, and any other communications initiated by your assistant in connection with tasks you have directed it to perform. You may adjust the frequency, channel, and nature of communications from your own assistant at any time through your account Settings.

Communications from other users' Spool assistants. You consent to receive calls and text messages placed or sent by the Spool AI assistants of other verified Spool users, where those users have directed their assistant to contact you. By joining the Spool platform, you acknowledge that other verified users may use Spool to reach you, and you agree to receive such communications. You understand that these communications will always identify themselves as AI-assisted calls or messages on behalf of a named Spool user, consistent with Section 4.4 of these Terms.

Survival of consent after account termination. Your consent to receive communications from other users' Spool assistants is not contingent on your continued status as a Spool subscriber. This consent survives the termination or cancellation of your Spool account and remains in effect unless and until you affirmatively opt out of communications from a specific user, or revoke it more broadly. This means that after you cancel your account, other verified Spool users may still direct their assistants to contact you, and those contacts will be made on the basis of the consent you provided when you accepted these Terms.

How to revoke your consent. You may revoke your consent to receive communications from other users' Spool assistants at any time by:

• Responding STOP, END, CANCEL, QUIT, or UNSUBSCRIBE to any Spool-assisted text message

• Verbally stating a clear opt-out instruction during any Spool-assisted call (e.g., "stop calling," "don't contact me," "remove me")

• Submitting a revocation request via Spool's Call Transparency Portal, which remains accessible to you even after account cancellation

• Emailing compliance@tryspool.com with your full name, the phone number(s) you wish to suppress, and a statement that you are revoking platform consent

Revocation of consent applies prospectively. It does not affect the lawfulness of any communications made prior to your revocation. Upon revocation, your number will be added to Spool's platform-wide suppression list and no Spool assistant — including those of active users — will be permitted to contact you. Revocation of your consent to receive communications from other users' assistants does not affect your ability to receive communications from your own assistant if you remain an active Spool subscriber.

What this consent does and does not cover. This platform consent covers transactional and informational communications made on behalf of verified, KYC-verified Spool users. It does not constitute consent to receive marketing or solicitation calls from Spool itself, which are governed separately by our Privacy Policy. It does not authorize any user to contact you outside the bounds of Spool's compliance framework, including the prohibited uses described in Section 5.2.

 

6. TELEPHONY COMPLIANCE OBLIGATIONS

 

By using Spool's telephony features, you agree to the following additional terms, which reflect requirements under the Telephone Consumer Protection Act (47 U.S.C. § 227) and applicable FCC regulations:

• You will not instruct Spool to contact any number that you know or have reason to believe is on the National Do Not Call Registry, unless a recognized exemption applies to your relationship with that contact

• You will not knowingly instruct Spool to contact any recipient who has previously communicated an opt-out to you or to Spool

• Where a recipient communicates an opt-out directly to you outside of the Spool platform, you will promptly notify Spool at compliance@tryspool.com so that suppression can be applied; opt-outs communicated during a Spool-assisted call are detected and recorded by the platform automatically

• You will not attempt to use the Services as an autodialer, robocall system, or mass-calling platform

• Where required by applicable law, calls to residential landlines are restricted to 9:00 AM – 8:00 PM in the recipient's local time zone; this restriction is enforced automatically and cannot be overridden

Spool maintains a Call Transparency Portal that allows verified recipients of Spool-assisted calls to look up calls made to their own number and file complaints. Access to the portal is limited to the verified recipient of a given call; it is not a publicly searchable directory. You acknowledge that call records tied to your verified identity may be disclosed to a verified recipient through this portal in response to a legitimate inquiry.

 

7. SUBSCRIPTION PLANS AND PAYMENT

 

7.1 Plans

 

Spool offers the following subscription tiers (pricing and features subject to change with notice):

Trial One free completed outcome — no payment required until a real task is resolved end-to-end.

Core — $29/month Unlimited reasoning, standard execution limits for high-value tasks. Includes a household plan discount.

Pro — $149+/month Full delegation for power users and small businesses. Includes higher execution volumes, a dedicated number, custom voice, longer data retention, priority handling, and additional seats.

 

7.2 Billing

 

By subscribing, you authorize Spool to charge your payment method on a recurring basis at the applicable subscription rate. Charges are non-refundable except as required by applicable law or as expressly stated in these Terms. You are responsible for all applicable taxes.

 

7.3 Free Trial

 

The free trial entitles you to one completed task outcome at no charge. Only one free trial is available per verified user identity. Attempting to circumvent this limitation by creating multiple accounts is a violation of these Terms.

 

7.4 Cancellation

 

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. We do not offer prorated refunds for partial billing periods, except where required by law.

 

7.5 Price Changes

 

We reserve the right to change subscription pricing. We will provide at least 30 days' advance notice of any price increase. Your continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.

 

 

8. INTELLECTUAL PROPERTY

 

8.1 Spool's Intellectual Property

 

All content, software, technology, trademarks, and materials comprising the Services — including Spool's orchestration engine, compliance infrastructure, and brand assets — are the exclusive property of Spool or its licensors and are protected by applicable intellectual property laws. These Terms do not grant you any ownership interest in the Services.

 

8.2 Your Content and Instructions

 

You retain ownership of the instructions, data, and content you provide to Spool. By providing content or instructions to the Services, you grant Spool a limited, non-exclusive, royalty-free license to use that content solely as necessary to provide the Services to you.

 

8.3 Feedback

 

If you provide feedback, suggestions, or ideas about the Services, you grant Spool a perpetual, irrevocable, royalty-free license to use and incorporate that feedback without obligation to you.

 

9. PRIVACY

 

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to our collection and use of your information as described in the Privacy Policy.

 

10. DISCLAIMERS

 

The Services are provided "as is" and "as available" without warranties of any kind, express or implied. To the fullest extent permitted by applicable law, Spool disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Spool does not warrant that:

• The Services will be uninterrupted, error-free, or completely secure

• Any task will be completed successfully or produce a particular outcome

• Information obtained through the Services will be accurate, complete, or current

• Third parties contacted on your behalf will respond, comply, or cooperate

You use the Services at your own risk. Real-world outcomes depend on factors outside Spool's control, including the behavior of third parties, the accuracy of information you provide, and the technical reachability of target systems.

 

10.1 AI Agent Limitations and User Verification

 

Spool's AI agents operate autonomously to complete tasks on your behalf, but no AI system is infallible. You acknowledge and agree that:

• Agents may misinterpret instructions, make factual errors, omit relevant information, or take actions that do not fully reflect your intent

• Agents interact with third-party systems — including phone trees, automated systems, and human representatives — that may respond in unexpected or inconsistent ways, and outcomes cannot be guaranteed

• Information conveyed or received by an agent during task execution may be incomplete, delayed, or subject to error introduced by third-party systems

• You are responsible for reviewing the outcomes of any task Spool completes on your behalf and for taking any follow-up action required to correct errors or address incomplete results

Spool's AI agents are tools to assist you — they do not replace your judgment, and Spool is not liable for losses arising from your reliance on agent-produced outcomes without independent verification where such verification was reasonably practicable.

 

11. LIMITATION OF LIABILITY

 

To the fullest extent permitted by applicable law, Spool and its officers, directors, employees, affiliates, and agents shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, loss of goodwill, business interruption, or the cost of substitute services, even if Spool has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, Spool's total aggregate liability to you for any claims arising out of or relating to these Terms or the Services — regardless of the form of the action — shall not exceed the greater of: (a) the total amount you paid to Spool in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred dollars ($100).

Nothing in these Terms limits Spool's liability for: (i) death or personal injury caused by Spool's gross negligence; (ii) fraud or intentional misconduct; or (iii) any liability that cannot be excluded or limited under applicable law.

 

12. INDEMNIFICATION

 

In addition to the consent-specific indemnification obligations set out in Section 5.3, you agree to defend, indemnify, and hold harmless Spool and its officers, directors, employees, affiliates, and agents from and against any and all claims, liabilities, damages, losses, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services or any action taken by Spool on your behalf

• Your violation of these Terms or any applicable law or regulation

• Your instructions, including any call, message, or task you direct Spool to execute

• Any third-party claim arising from contact Spool made on your behalf at your direction

• Your infringement of any third party's intellectual property, privacy, or other rights

Spool reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense. You agree to cooperate fully with Spool's defense of any such claim.

 

13. DISPUTE RESOLUTION AND BINDING ARBITRATION

 

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

 

13.1 Informal Resolution First

 

Before initiating any formal dispute, you and Spool agree to attempt to resolve any claim or dispute informally. The party with a grievance must send written notice to the other party describing the claim and the relief sought. You should send notices to legal@tryspool.com. Spool will send notices to the email address associated with your account. The parties agree to make a good-faith effort to resolve the dispute within 30 days of the notice being sent. If the dispute is not resolved within that period, either party may initiate arbitration as described below.

 

13.2 Binding Individual Arbitration

 

Except as provided in Section 13.5, you and Spool agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any interaction between you and Spool — including questions about the existence, validity, scope, or enforceability of this arbitration agreement — shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as modified by these Terms.

Arbitration shall be conducted by a single neutral arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration under these Terms, including any claim that all or part of this agreement is void or unenforceable. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

 

13.3 Arbitration Procedures

 

The arbitration will be conducted in English. Unless you and Spool agree otherwise, arbitration will be conducted based on written submissions only for claims under $10,000, unless the arbitrator determines that a hearing is necessary. For claims of $10,000 or more, the right to a hearing will be determined by the AAA rules.

Fees: Spool will pay all AAA filing, administrative, and arbitrator fees for claims that do not exceed $10,000, unless the arbitrator determines your claim is frivolous. For claims exceeding $10,000, AAA fee allocation will be governed by the AAA Consumer Arbitration Rules.

Location: If an in-person hearing is required, it will be held in the county where you reside, or at another location mutually agreed upon by the parties.

 

13.4 Class Action Waiver

 

You and Spool each waive the right to a trial by jury and the right to participate in a class action, class arbitration, or any other representative proceeding. All claims must be brought in the parties' individual capacities only. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding. If this class action waiver is found unenforceable with respect to any claim, that claim must be severed from arbitration and litigated in court pursuant to Section 13.6, while all remaining claims proceed in arbitration.

 

13.5 Exceptions to Arbitration

 

Notwithstanding Section 13.2, either party may pursue the following in court without first engaging in arbitration or informal dispute resolution:

• Claims for injunctive or other equitable relief to prevent unauthorized use of the Services, infringement of intellectual property rights, or violation of Spool's compliance infrastructure

• Claims that may be brought in small claims court, provided they qualify under the applicable jurisdictional limits

 

13.6 Governing Law and Venue for Non-Arbitrated Claims

 

These Terms and any non-arbitrated claims shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For any claims not subject to arbitration under these Terms, you and Spool consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

 

13.7 Opt-Out Right

 

You have the right to opt out of binding arbitration by sending written notice to legal@tryspool.com within 30 days of the date you first accept these Terms. Your notice must include your full name, the email address associated with your account, and a clear statement that you are opting out of arbitration. If you opt out, all disputes will be resolved in court pursuant to Section 13.6. Opting out does not affect any other provision of these Terms, and Spool will not penalize you for exercising this right.

 

13.8 Severability of Arbitration Provision

 

If any portion of this Section 13 is found to be unenforceable, the unenforceable portion shall be severed, and the remainder of this Section 13 shall continue in full force and effect, except as provided in Section 13.4 with respect to the class action waiver.

 

14. TERMINATION

 

14.1 Termination by You

 

You may terminate your account at any time by canceling your subscription and deleting your account through your account settings. Termination does not entitle you to a refund of any prepaid fees, except where required by applicable law.

 

14.2 Termination by Spool

 

Spool may suspend or terminate your account, with or without notice, if:

• You violate these Terms, including any prohibited use described in Section 5.2

• You provide false identity or consent information

• We reasonably believe your account has been used in connection with illegal activity

• We are required to do so by law or regulatory authority

• Continued access to your account poses a risk to the safety of third parties, the integrity of our platform, or Spool's legal compliance posture

Upon termination, your right to access the Services ceases immediately. Spool may retain records of your account activity as required by applicable law or as described in our Privacy Policy.

 

14.3 Survival

 

The following sections survive termination of these Terms: 5.3 (Consent Indemnification), 5.4 (Platform Consent — as to other users' assistants and the revocation mechanism), 8 (Intellectual Property), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Dispute Resolution), and 15 (General Provisions).

 

15. GENERAL PROVISIONS

 

15.1 Entire Agreement

 

These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Spool with respect to the Services and supersede all prior agreements, representations, and understandings.

 

15.2 Modifications to Terms

 

Spool reserves the right to modify these Terms at any time. We will provide notice of material changes by posting an updated version with a revised "Last Updated" date and, where the change is significant, by sending an email to the address associated with your account. Your continued use of the Services after the effective date of the modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Services.

 

15.3 Waiver

 

Spool's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or of Spool's right to enforce it in the future.

 

15.4 Severability

 

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity or enforceability of the remaining provisions.

 

15.5 Assignment

 

You may not assign or transfer any of your rights or obligations under these Terms without Spool's prior written consent. Spool may assign its rights and obligations under these Terms freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets, without notice to you.

 

15.6 Force Majeure

 

Spool shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, telecommunications failures, government actions, or third-party service outages.