Terms of Use

1. Agreement and scope

These Terms of Use ("Terms") govern your access to and use of Growth Chicken and all websites, applications, APIs, content, products, communications, and related services provided by Toadstool Labs LLC, an Oregon limited liability company ("Toadstool," "we," "us," or "our"), that link to these Terms (collectively, the "Service").

By accessing or using the Service, creating an account, clicking an acceptance button, purchasing tokens or a subscription, or using an API, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Service. If you use the Service for a company or other organization, you represent that you have authority to bind it, and "you" includes both you and that organization.

Additional terms presented for a feature, order, promotion, beta, or enterprise arrangement are part of these Terms. If they conflict, the more specific terms control for that subject. A separately signed agreement controls to the extent it expressly conflicts with these Terms.

2. Eligibility

You must be at least 18 years old and legally capable of entering a binding contract. You may not use the Service if applicable law bars you from doing so, if we previously suspended or terminated you for cause, or if you are subject to sanctions or export restrictions that prohibit the relationship. The Service is offered from the United States and is intended primarily for business use.

3. Accounts and security

You must provide accurate, current information and keep it updated. You are responsible for all activity under your account and API credentials, including activity by employees, contractors, agents, automated systems, and anyone else you authorize. Keep sign-in links, API tokens, devices, and credentials confidential. Do not share an account in a way that defeats plan, access, or security restrictions.

Notify [email protected] promptly if you suspect unauthorized access. We may require identity or authority verification, reject registration, reclaim usernames, impose access limits, or take reasonable steps to protect the Service and its users.

4. The Service

Growth Chicken helps users organize brand assets, develop advertising concepts, generate and edit creative material, render files, track where ads run and how they perform, and automate related workflows. Features may use artificial intelligence and third-party providers. We may add, modify, suspend, limit, or discontinue any feature or integration at any time. We do not guarantee that the Service or any particular feature, model, provider, format, or integration will remain available.

We may establish and change reasonable technical, usage, storage, rate, or account limits. You are responsible for obtaining compatible equipment, internet access, and third-party accounts. We may perform maintenance and may deploy changes that affect availability or output.

5. Customer Content

"Customer Content" means prompts, instructions, data, text, designs, trademarks, logos, fonts, images, audio, video, URLs, audience information, campaign information, feedback, and other material that you or your authorized users submit, upload, import, connect, transmit, or generate through the Service. As between you and Toadstool, you retain your rights in Customer Content, subject to these Terms.

You grant Toadstool a worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to host, cache, store, copy, reproduce, process, transmit, display, format, modify, adapt, and create derivative works from Customer Content as reasonably necessary to provide, secure, maintain, support, analyze, and improve the Service; fulfill your instructions; create requested output; prevent abuse; enforce these Terms; and comply with law. This license lasts while we hold the Customer Content and continues for residual backup copies and for aggregated or deidentified data that no longer identifies you or another person. We will not use your name, logo, or nonpublic Customer Content in public marketing without permission.

You represent and warrant that you own or control all necessary rights in Customer Content; have all notices, consents, and lawful bases required to submit and process it; and that our use as permitted by these Terms will not violate law, third-party rights, contracts, platform rules, or privacy obligations. If you direct the Service to inspect a URL or import material, you authorize us and our providers to access that location and copy or process available material for your requested purpose.

Do not submit regulated or highly sensitive data, including government identifiers, payment card data, financial-account credentials, protected health information, biometric identifiers used to identify a person, precise geolocation, or personal data of children, unless we expressly agree in writing. The Service is not designed to satisfy specialized legal regimes for that data.

6. Generated output and advertising responsibility

Subject to your compliance with these Terms and payment of applicable fees, as between you and Toadstool, you may use output the Service generates for you. To the extent Toadstool owns any transferable right in that output, Toadstool assigns that right to you upon creation and payment. This does not transfer rights in the Service, templates, software, models, third-party material, trademarks, or content owned by others.

Artificial-intelligence output is probabilistic. It may be inaccurate, incomplete, offensive, unsuitable, nonexclusive, or similar to material produced for others. It may not qualify for intellectual-property protection and may contain or resemble third-party material. Toadstool does not clear output for copyright, trademark, publicity, privacy, advertising, or other rights and does not guarantee that any provider permits every intended use.

You are solely responsible for human review and for deciding whether and how to use output. Before publishing or running an ad, you must verify all claims, offers, prices, disclosures, permissions, licenses, endorsements, targeting, accessibility, and compliance with law and platform rules. You are responsible for campaigns, budgets, placements, results, and any third-party account actions. The Service does not provide legal, financial, medical, or professional advice and does not guarantee approvals, impressions, conversions, revenue, or other results.

7. Acceptable use

You may not, and may not help another person to:

• use the Service or output unlawfully, deceptively, fraudulently, or in violation of another person's rights;
• submit content you lack rights or authority to use, or create unlawful, defamatory, harassing, exploitative, or privacy-invasive material;
• generate or distribute malware, phishing, impersonation, disinformation intended to cause harm, deceptive endorsements, or unlawful political, housing, employment, credit, health, or other regulated advertising;
• exploit or endanger minors, create sexual content involving minors, or submit a minor's personal data;
• probe, scan, disrupt, overload, damage, or circumvent the Service, security, authentication, rate limits, billing, access controls, or usage restrictions;
• access another account or data without authorization, scrape the Service, or use automated means except through documented APIs and permitted interfaces;
• reverse engineer, decompile, disassemble, copy, frame, mirror, or derive source code, models, prompts, datasets, or nonpublic components except to the limited extent a restriction is prohibited by law;
• use the Service or its output to build, train, benchmark, or improve a competing model, product, or service without our written permission;
• remove legal, copyright, trademark, or provenance notices; or
• resell, sublicense, lease, or provide the Service to third parties except as expressly permitted by a written plan or agreement.

We may investigate suspected violations and preserve or disclose related information as permitted by law.

8. Toadstool property

The Service, including its software, APIs, workflows, designs, templates, documentation, branding, interfaces, and all related intellectual property, is owned by Toadstool and its licensors. Except for the limited right to use the Service under these Terms, no right or license is granted. "Growth Chicken," Toadstool names and logos, and associated trade dress are Toadstool property. You may not use them without prior written permission.

9. Feedback

If you provide ideas, suggestions, or feedback about the Service, you grant Toadstool a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable right to use, commercialize, disclose, reproduce, modify, and otherwise exploit it for any purpose without restriction, attribution, or compensation. Do not submit feedback you consider confidential.

10. Fees, tokens, subscriptions, and taxes

Prices, included usage, and billing terms are shown at purchase and may change prospectively. You authorize Toadstool and its payment processor to charge the payment method associated with your purchase, including applicable recurring charges, taxes, and fees. You must provide accurate billing information and keep it current.

Subscriptions automatically renew for successive periods at the then-current price unless canceled before renewal. You may cancel through any available billing controls or by contacting us. Cancellation stops future renewals and does not retroactively refund the current period. To the fullest extent permitted by law, purchases are final and nonrefundable except where we expressly agree otherwise or law requires a refund.

Tokens and similar usage credits are a limited, revocable license to access specified Service features. They are not money or property, have no cash value, do not earn interest, and may not be sold, transferred, redeemed, or exchanged outside the Service. Token costs may vary by feature and may change prospectively. Used tokens are not refundable merely because output is unwanted or a third-party platform rejects it. We may correct balances affected by error, fraud, chargeback, or abuse. If we suspend or terminate your account for breach, unused tokens may be forfeited to the extent permitted by law.

You are responsible for taxes other than taxes on Toadstool's net income. If you dispute a charge, contact us before initiating a chargeback so we can try to resolve it. We may suspend paid features for overdue, reversed, disputed, or failed payments.

11. Third-party services

The Service may depend on or interoperate with third-party services, models, websites, APIs, platforms, and content. Your use of them may be subject to separate terms, fees, and privacy practices. Toadstool does not control and is not responsible for third-party services, their availability, security, content, decisions, output, or changes. We may replace or stop supporting an integration at any time. Links do not imply endorsement.

12. Confidentiality and beta features

Nonpublic information about the Service, including unreleased features, credentials, security information, pricing provided in confidence, and beta materials, is Toadstool confidential information. You may use it only to exercise your rights under these Terms and must protect it using reasonable care. This does not cover information you can document was lawfully public, already known without restriction, independently developed, or rightfully received without confidentiality duties.

Preview, experimental, early-access, or beta features may be incomplete, unstable, changed, or withdrawn without notice. They are provided for evaluation, may be subject to additional limits, and may not be suitable for production use.

13. Suspension and termination

You may stop using the Service at any time and may request account deletion through available controls or by contacting us. We may suspend, restrict, or terminate access immediately, with or without notice, if we reasonably believe you violated these Terms, created risk or legal exposure, failed to pay, used the Service fraudulently, threatened security or others, or if required by a provider or law. We may also terminate or discontinue the Service for business reasons on reasonable notice when practical.

Upon termination, your right to use the Service ends. We may delete Customer Content after termination, subject to our Privacy Policy, legal obligations, and ordinary backups. You are responsible for exporting needed material before termination. Sections that by their nature should survive will survive, including ownership, feedback, payment obligations, disclaimers, indemnity, liability limits, dispute terms, and general provisions.

14. Intellectual-property complaints

If you believe material on the Service infringes your rights, email [email protected] with your contact information, identification of the protected work, the specific material and its location, a statement of your good-faith belief that the use is unauthorized, a statement that your notice is accurate and that you are authorized to act, and your physical or electronic signature. We may remove material, restrict repeat infringers, and forward your notice to the affected user.

15. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TOADSTOOL AND ITS AFFILIATES, LICENSORS, PROVIDERS, AND REPRESENTATIVES DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, QUALITY, SECURITY, AVAILABILITY, AND RESULTS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, UNIQUE, COMPLIANT, AVAILABLE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS OR DATA LOSS WILL BE CORRECTED; OR THAT OUTPUT WILL MEET YOUR NEEDS, RECEIVE INTELLECTUAL-PROPERTY PROTECTION, AVOID THIRD-PARTY RIGHTS, BE APPROVED BY A PLATFORM, OR PRODUCE ANY BUSINESS RESULT. YOU USE THE SERVICE, THIRD-PARTY SERVICES, AND OUTPUT AT YOUR OWN RISK. YOU ARE RESPONSIBLE FOR BACKUPS AND APPROPRIATE HUMAN REVIEW.

Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

16. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Toadstool and its affiliates, officers, directors, employees, contractors, licensors, providers, and agents from and against claims, demands, proceedings, investigations, damages, judgments, settlements, penalties, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: your use of the Service or output; Customer Content; your ads, campaigns, products, services, representations, or business; your violation of these Terms or law; your infringement or violation of another person's rights; or any activity under your account. Toadstool may control the defense and settlement of any matter, and you will cooperate. You may not settle a matter in a way that admits fault by or imposes obligations on Toadstool without our written consent.

17. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, TOADSTOOL AND ITS AFFILIATES, LICENSORS, PROVIDERS, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, USE, OR DATA; COST OF SUBSTITUTE SERVICES; AD SPEND; PLATFORM ACTIONS; OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE, OUTPUT, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF TOADSTOOL AND ITS AFFILIATES, LICENSORS, PROVIDERS, AND REPRESENTATIVES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE, OUTPUT, OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO TOADSTOOL FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These exclusions and limits apply regardless of the theory of liability and even if a remedy fails of its essential purpose. They do not limit liability that cannot lawfully be limited. The allocation of risk in this section is an essential basis of the agreement.

18. Dispute resolution, arbitration, and class waiver

Please read this section carefully. It affects your right to go to court and have a jury decide a dispute.

Informal resolution

Before filing a claim, the claimant must send an individualized written notice to [email protected] describing the claimant, account, facts, legal basis, requested relief, and a good-faith calculation of any amount sought. The parties will try in good faith to resolve the dispute for 60 days after receipt. Any limitations period is tolled during that period. This requirement does not prevent a party from seeking urgent temporary relief where necessary to prevent immediate harm.

Binding individual arbitration

Except for the exceptions below, any dispute, claim, or controversy arising out of or relating to the Service, output, these Terms, or the relationship between you and Toadstool, including questions of formation, enforceability, scope, or termination, will be resolved by binding individual arbitration. The Federal Arbitration Act governs this arbitration provision. Arbitration will be administered by the American Arbitration Association ("AAA") under its applicable Consumer Arbitration Rules for an individual consumer or Commercial Arbitration Rules for a business, as modified by these Terms. The arbitration may occur by video, telephone, documents, or in Portland, Oregon. The arbitrator may award the same individual remedies a court could award, but only to the extent needed for the claimant's individual claim.

No class or representative proceedings

YOU AND TOADSTOOL AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY. NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION. UNLESS BOTH PARTIES AGREE IN WRITING, THE ARBITRATOR MAY NOT COMBINE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER A REPRESENTATIVE PROCEEDING. If a final court decision finds this paragraph unenforceable as to a particular claim or remedy, only that claim or remedy will proceed in court after all arbitrable matters are completed.

Exceptions

Either party may bring an individual claim in small-claims court if it qualifies. Either party may seek injunctive or equitable relief in court for actual or threatened intellectual-property infringement, unauthorized access, data misuse, or security abuse. Government agencies may exercise authority provided by law.

Thirty-day opt-out

You may opt out of this arbitration provision by emailing [email protected] within 30 days after you first accept these Terms. Your notice must include your full name, account email, organization if any, and an unequivocal statement that you opt out of arbitration. Opting out will not affect other Terms or your access to the Service. An opt-out applies only to the person or entity identified and not to later agreements.

Courts and jury waiver

If you validly opt out, or a dispute is not subject to arbitration, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon, and waives objections to venue or inconvenient forum. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

19. Governing law

Except for the Federal Arbitration Act and without regard to conflict-of-law rules, Oregon law governs these Terms and disputes arising from them. If you are a consumer, this choice does not deprive you of nonwaivable protections of the law of your residence.

20. Changes to these Terms

We may update these Terms from time to time. We will post updated Terms and revise the date above. If a change materially reduces your rights, we will provide additional notice where required. Changes apply prospectively when posted or on a later stated date. Your continued use after the effective date constitutes acceptance. If you do not agree to an update, you must stop using the Service. Changes to the arbitration provision apply only to the extent permitted by law.

21. General terms

These Terms and incorporated additional terms are the entire agreement about the Service and supersede prior or contemporaneous discussions on that subject. You may not assign or transfer these Terms or an account without our written consent. Toadstool may assign these Terms, in whole or part, in connection with an affiliate, financing, merger, acquisition, reorganization, sale of assets, or by operation of law.

If a provision is unenforceable, it will be enforced to the maximum extent permitted and the remainder will remain effective, except as specifically stated in Section 18. A waiver must be in writing and is not a continuing waiver. Headings are for convenience only. "Including" means "including without limitation." Electronic communications and signatures satisfy writing requirements. Neither party is liable for delay or failure caused by events beyond reasonable control, but this does not excuse payment obligations. These Terms do not create an agency, partnership, joint venture, employment, franchise, fiduciary, or third-party-beneficiary relationship.