Terms of Service

Effective May 12, 2026

Welcome to Spawn. These Terms of Service (“Terms”) are a binding contract between you and TKM Ventures, LLC (“Spawn”, “we”, “us”, “our”) that governs your access to and use of the Spawn mobile app, website, and related services (collectively, the “Service”). By creating an account, redeeming an invite code, installing the app, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use Spawn.

PLEASE READ SECTION 9 (SAFETY DISCLAIMER), SECTION 10 (ASSUMPTION OF RISK), SECTION 12 (LIMITATION OF LIABILITY), AND SECTION 15 (BINDING ARBITRATION AND CLASS-ACTION WAIVER) CAREFULLY. THEY LIMIT THE LEGAL REMEDIES AVAILABLE TO YOU.

1. Eligibility

You must be at least 18 years old to create an account or use Spawn. If you are between 13 and 17, you may only use Spawn with the active supervision and consent of a parent or legal guardian who has read and agreed to these Terms on your behalf, and who accepts full responsibility for your use of the Service. We do not knowingly allow children under 13 to use Spawn. By using the Service, you represent and warrant that you meet these requirements. Spawn is currently invite-only — you will need a valid invite code to create an account.

2. Your account

You are responsible for keeping your account credentials secure and for all activity that occurs on your account. Notify us immediately at security@getspawn.xyz if you suspect unauthorized access. We may suspend, restrict, or terminate accounts at our sole discretion for any reason, including violations of these Terms, suspected fraud, abuse, or to comply with law.

3. Subscriptions and payments

Spawn Pro is a recurring subscription billed through Apple’s App Store (and Google Play on Android). Subscriptions auto-renew at the regular rate after any promotional period unless cancelled at least 24 hours before the renewal date. Pricing, length, and renewal terms are disclosed on the upgrade screen before purchase. Manage or cancel from iOS Settings → Apple ID → Subscriptions. All purchases are subject to the App Store’s terms; refunds are handled solely by Apple according to its policies, and we have no ability to issue refunds for purchases made through Apple.

4. Acceptable use

You agree that you will not, and will not permit anyone else to:

• Use Spawn to stalk, harass, intimidate, threaten, surveil, or endanger any person, including any member of your own crew.
• Share another person’s location, photo, or identifying data without their informed consent.
• Upload, post, or transmit content that is unlawful, infringing, defamatory, obscene, harassing, hateful, or invasive of another’s privacy.
• Use Spawn while operating a vehicle, machinery, or in any context where doing so could endanger yourself or others.
• Circumvent invite-only access, security controls, rate limits, or any technical measure we put in place.
• Reverse-engineer, decompile, disassemble, scrape, resell, sublicense, or build a competing service from the Service.
• Impersonate any person or misrepresent your affiliation with any person or organization.
• Use the Service to commit, facilitate, or conceal any illegal activity.

Violation of this section may result in immediate, permanent termination of your account and may be reported to law enforcement.

5. Content you post

You retain ownership of content you create in Spawn (checkpoint photos, notes, group names, messages — collectively, “Your Content”). You grant Spawn a worldwide, royalty-free, non-exclusive license to host, store, reproduce, transmit, and display Your Content strictly to operate, improve, and secure the Service (for example, to show your checkpoint photo to members of the same group). You represent and warrant that you have all rights necessary to grant this license, and that Your Content does not violate any law or third-party right. You can delete Your Content at any time; deletions propagate within a reasonable window.

6. Location sharing

Spawn shares your approximate location with members of groups you have actively joined, and only while you remain an active member of those groups. You can pause sharing or leave a group at any time from inside the app. We do not use your location for advertising, and we do not sell location data. Location accuracy depends on your device’s GPS, cellular and Wi-Fi signals, indoor positioning, battery state, and other factors outside our control. You should not rely on the precision or freshness of any location data shown in the app.

7. Invites

During the closed beta, access to Spawn is gated by invite codes. Invite codes (whether single-use or multi-use ceremonial codes) are personal to the recipient and may not be posted publicly, resold, traded, or distributed in bulk. We may revoke unused codes at any time, for any reason, including suspected abuse, leak, or violation of these Terms.

8. Service availability and changes

We do our best to keep Spawn running, but we make no promise of uninterrupted, error-free, or secure service. We may change, suspend, throttle, or discontinue any feature of the Service at any time, with or without notice, and we may update these Terms with reasonable notice in-app or by email. Your continued use of Spawn after a change means you accept the updated Terms.

9. Safety disclaimer — read this

Spawn is a social convenience tool, not a safety service, emergency communication system, or life-safety device. Do not use Spawn:

• To locate or summon help for any person in a medical, criminal, or other emergency.
• To replace a designated driver, sober companion, security escort, or buddy system.
• To guarantee anyone’s safety, sobriety, wellbeing, or whereabouts.
• To make any safety-critical decision about a person at risk.
• While driving, biking, walking through traffic, or in any context where attention to your surroundings is required.

If you or someone in your crew is in danger, call 911 (United States) or your local emergency number immediately. Spawn cannot summon emergency services, contact authorities, or intervene in any emergency, and we are not responsible for any failure of any other person, service, or system to do so.

10. Assumption of risk

You acknowledge that you understand and voluntarily assume all risks associated with using Spawn, including especially when used at concerts, raves, festivals, nightclubs, parties, sporting events, and other live gatherings. These risks include, without limitation:

• Becoming separated, lost, or stranded from your group at any venue or event;
• Inaccurate, delayed, or missing location data resulting from GPS limitations, cellular or Wi-Fi dead zones, indoor venues, building materials, weather, dense crowds, device hardware, or operating-system behaviour;
• Incorrect or stale battery percentages, ETAs, photo timestamps, or any other data displayed in the Service;
• App crashes, freezes, push-notification failures, or other interruptions at moments you consider critical;
• Loss, theft, damage, or compromise of your device;
• Personal injury, illness, theft, assault, robbery, sexual misconduct, or other harm at or en route to any meetup location, checkpoint, or venue;
• Consequences arising from intoxication, fatigue, dehydration, drug use, or any altered state while using the Service;
• Decisions, choices, or actions you, your crew members, or any third party take in reliance on information shown in Spawn;
• The conduct, presence, or absence of any other Spawn user, including members of your own crew;
• Network outages, dead phone batteries, third-party service failures, and other events of force majeure (see Section 14).

You agree that Spawn is not responsible or liable for any of the foregoing, and that you, and not Spawn, are solely responsible for your own safety and the consequences of your decisions.

11. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND THOSE ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, COMPLETE, SECURE, TIMELY, OR FREE FROM HARMFUL COMPONENTS. NO ADVICE OR INFORMATION OBTAINED FROM US OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TKM VENTURES, LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, PERSONAL INJURY, EMOTIONAL DISTRESS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY U.S. DOLLARS (USD $50.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, the limitations above apply to the maximum extent permitted by law.

13. Indemnification

You agree to defend, indemnify, and hold harmless TKM Ventures, LLC, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, losses, liabilities, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any law or third-party right, including privacy or intellectual-property rights; (d) any Content you submit through Spawn; and (e) any dispute or interaction between you and any other user or third party.

14. Force majeure

We will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including but not limited to: natural disasters; severe weather; pandemics; war; terrorism; civil unrest; government action; labour disputes; power, internet, or cellular outages; failures of third-party service providers (including Apple, Google, Supabase, RevenueCat, MapTiler, Sentry, or any other vendor we rely on); or other force majeure events.

15. Binding arbitration and class-action waiver

Please read this section carefully — it affects your legal rights.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including their formation, interpretation, breach, or termination (each a “Dispute”), will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect. Arbitration will take place in San Francisco, California, or by videoconference at the claimant’s election. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

YOU AND SPAWN AGREE TO BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING.

Exceptions. Either party may bring (a) an individual claim in small-claims court, if it qualifies; or (b) an action to enjoin infringement of intellectual property or unauthorized access to the Service.

30-day opt-out. You may opt out of this arbitration agreement by emailing legal@getspawn.xyzwith the subject line “Arbitration Opt-Out” within 30 days of first accepting these Terms. Opting out will not affect any other part of these Terms.

16. Governing law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 15, any action that may be brought in court must be filed in the state or federal courts located in San Francisco County, California, and you consent to personal jurisdiction and venue there.

17. Termination

You may stop using Spawn at any time by deleting your account from Profile → Delete account. We may suspend or terminate your access at any time, with or without notice, for any reason. Upon termination, Sections 4 (Acceptable use), 5 (Content licence as to content already-displayed), 9 through 16, and 18 through 20 survive.

18. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

19. No waiver

Our failure to enforce any provision of these Terms is not a waiver of that provision or any other. Any waiver must be in writing and signed by us to be effective.

20. Entire agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service, and supersede any prior or contemporaneous agreements, communications, and proposals.

21. Contact

TKM Ventures, LLC
legal@getspawn.xyz