TERMS & CONDITIONS

Last Updated: December 15, 2025

Effective Date: December 15, 2025

LEGAL ENTITY

Respawn Labs

800 Wilshire Boulevard, Suite 1200

Los Angeles, CA 90017

Phone: +1 213-624-2001

Email: info@respawn-l-abs.com

BINDING LEGAL AGREEMENT

These Terms and Conditions constitute a legally binding agreement between you and Respawn Labs. By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these terms. If you do not agree with any provision of these terms, you should not use our website or services.

These Terms and Conditions supplement and incorporate our Terms of Service and Privacy Policy. In the event of any conflict between documents, the most specific provision shall control.

USER OBLIGATIONS AND RESPONSIBILITIES

Legal Compliance

As a user of our services, you agree to:

  • 1. Comply with all applicable federal, state, and local laws and regulations
  • 2. Respect intellectual property rights of Respawn Labs and third parties
  • 3. Maintain accurate and current information in all communications
  • 4. Act in good faith in all dealings with Respawn Labs
  • 5. Promptly notify us of any changes to your contact or business information

Conduct Requirements

You agree to refrain from:

  • 1. Engaging in any fraudulent, abusive, or harmful activities
  • 2. Attempting to reverse engineer, decompile, or disassemble any proprietary technology
  • 3. Uploading or transmitting viruses, malware, or other malicious code
  • 4. Interfering with the proper functioning of our website or services
  • 5. Harvesting or collecting information about other users without consent
  • 6. Misrepresenting your identity or affiliation with any person or entity

Content Guidelines

Any content, materials, or information you provide to us must:

  • 1. Be accurate and not misleading
  • 2. Not infringe upon any third-party rights
  • 3. Not contain illegal, harmful, or offensive material
  • 4. Comply with applicable content standards and regulations

Age Restrictions

You must be at least 18 years of age to use our services or enter into agreements with Respawn Labs. By using our services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into binding contracts.

LIABILITY AND WARRANTIES

Disclaimer of Warranties

Our services are provided on an "as is" and "as available" basis. We make no warranties or representations, express or implied, including but not limited to:

  • 1. Warranties of merchantability or fitness for a particular purpose
  • 2. Warranties regarding accuracy, reliability, or completeness of information
  • 3. Warranties that services will be uninterrupted or error-free
  • 4. Warranties regarding specific results or outcomes from our services

Limitation of Liability

To the fullest extent permitted by law, Respawn Labs shall not be liable for:

  • 1. Any indirect, incidental, special, consequential, or punitive damages
  • 2. Loss of profits, revenue, data, or business opportunities
  • 3. Business interruption or loss of goodwill
  • 4. Cost of procurement of substitute services
  • 5. Damages arising from unauthorized access to your systems or data

Our total liability for any claim arising from these terms or your use of our services shall not exceed the amount paid by you for services during the twelve months preceding the claim, or $1,000 USD, whichever is greater.

Exclusion of Consequential Damages

Under no circumstances shall Respawn Labs be liable for any damages that result from your inability to use our services, including but not limited to reliance on information obtained through our services, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission failures.

Force Majeure

We shall not be liable for any failure or delay in performance resulting from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

INDEMNIFICATION OBLIGATIONS

You agree to indemnify, defend, and hold harmless Respawn Labs, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising from:

  • 1. Your use or misuse of our website and services
  • 2. Your violation of these Terms and Conditions
  • 3. Your violation of any third-party rights, including intellectual property rights
  • 4. Any content or materials you provide to us
  • 5. Any breach of your representations and warranties

This indemnification obligation includes reasonable attorneys' fees and costs. Your indemnification obligations will survive termination of these Terms and Conditions.

PRIVACY AND DATA PROTECTION

Your use of our services is subject to our Privacy Policy, which is incorporated into these Terms and Conditions by reference. By using our services, you:

  • 1. Consent to the collection and use of information as described in our Privacy Policy
  • 2. Acknowledge that you have reviewed and understand our data practices
  • 3. Agree to comply with applicable data protection laws

LEGAL INFORMATION AND DISPUTE RESOLUTION

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, United States, without giving effect to any principles of conflicts of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Jurisdiction and Venue

You agree that any legal action or proceeding arising from these Terms and Conditions shall be brought exclusively in the federal or state courts located in Los Angeles County, California. You hereby consent to the personal jurisdiction and venue of such courts and waive any objection to such jurisdiction or venue.

Dispute Resolution Procedures

In the event of any dispute arising from these terms:

  • 1. The parties agree to first attempt to resolve the dispute through good faith negotiations
  • 2. If negotiations fail, the parties may pursue mediation before initiating formal legal proceedings
  • 3. Either party may seek injunctive relief in court if necessary to protect their rights

Severability Clause

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent. If such modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

Waiver

No waiver of any provision of these Terms and Conditions shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.

ASSIGNMENT AND TRANSFER

You may not assign or transfer these Terms and Conditions or any rights granted hereunder without our prior written consent. We reserve the right to assign these terms or any rights and obligations hereunder without restriction. Any attempted assignment in violation of this provision shall be void.

ENTIRE AGREEMENT

These Terms and Conditions, together with our Terms of Service, Privacy Policy, Cookie Policy, and any individual service agreements, constitute the entire agreement between you and Respawn Labs regarding the subject matter herein and supersede all prior or contemporaneous communications, agreements, or understandings, whether written or oral.

SURVIVAL OF PROVISIONS

Provisions of these Terms and Conditions that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

TERMS MODIFICATION POLICY

We reserve the right to modify these Terms and Conditions at any time. Changes will become effective immediately upon posting to our website. We will update the "Last Updated" date to reflect the date of the most recent changes. Material changes may be communicated through:

  • 1. Email notification to registered users
  • 2. Prominent notice on our website
  • 3. Other reasonable means of notification

Your continued use of our services after any modifications constitutes acceptance of the updated terms.

NOTICES AND COMMUNICATIONS

All notices and communications under these Terms and Conditions shall be in writing and delivered by email to the addresses provided by the parties. Notices to Respawn Labs should be sent to the contact information provided at the top of this page. We may provide notices to you at the email address you provide during service engagement.

LEGAL QUESTIONS AND INQUIRIES

If you have questions regarding these Terms and Conditions or need clarification on any provision, please contact us:

Respawn Labs

800 Wilshire Boulevard, Suite 1200

Los Angeles, CA 90017

Phone: +1 213-624-2001

Email: info@respawn-l-abs.com