Terms of Service

1. Acceptance of these terms

In plain terms: using Spacebase Studio means you're agreeing to these terms.

These Terms of Service (“Terms”) are a binding agreement between you (“you,” “your,” or “Customer”) and AlwaysOverScope LLC, a New Jersey limited liability company (“Spacebase Studio,” “we,” “us,” or “our”).

By creating an account, joining our early-access program, clicking “I agree” (or similar), or accessing or using Spacebase Studio (the “Service”), you confirm that you have read, understood, and agree to be bound by these Terms and by any policies referenced in them, including our Privacy Policy. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of a company, studio, or other organization, you represent that you have the authority to bind that organization, and “you” refers to that organization.

We may make certain features or plans subject to additional terms. Where additional terms apply, they form part of these Terms, and if they conflict with these Terms, the additional terms control for that feature or plan.

2. Description of the service

In plain terms: we run a managed photo platform — storage, culling, galleries, and publishing — so you don't have to run the infrastructure.

Spacebase Studio is a fully managed cloud photo platform for individuals, families, and professional photo studios. We provision and host cloud storage on your behalf and provide tools that may include: uploading and ingesting photos; organizing, culling, and editing; creating shareable client galleries; one-click .zip downloads; publishing to third-party platforms such as Instagram; and a mountable drive.

We operate the Service as a hosted, managed offering: we run the infrastructure, software, and storage so that you don't have to. The specific features available to you depend on your plan and may change over time as described in these Terms.

Not affiliated with Google. Spacebase Studio is an independent product. We are not affiliated with, endorsed by, sponsored by, or otherwise connected to Google LLC, Google Photos, or any Google product or service. References to “Google Photos” or similar terms are used only to describe the general category of product we offer. All trademarks are the property of their respective owners.

3. Eligibility & account registration

In plain terms: be 18 or older, give us accurate details, and keep your login credentials safe — your account is your responsibility.

Eligibility. You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of forming a binding contract to use the Service. The Service is not directed to children.

Registration. To use most features, you must create an account and provide accurate, current, and complete information, and keep it up to date. You may not register using false information or on behalf of someone without authorization.

Account security. You are responsible for safeguarding your account credentials and for all activity that occurs under your account, whether or not you authorized it. You must keep your credentials confidential, use a strong password, and notify us promptly at legal@alwaysoverscope.com if you suspect any unauthorized use of or access to your account. We are not liable for any loss arising from your failure to maintain the security of your account. We strongly recommend enabling any multi-factor authentication we offer.

Authorized users / seats. You are responsible for the acts and omissions of everyone you invite to or allow on your account, including seat holders and anyone you give access to your galleries, and for ensuring their use complies with these Terms.

4. Seats, subscriptions & billing

In plain terms: you pay a flat price per seat; viewers are free. Subscriptions renew automatically until you cancel.

Per-seat model. Access to the Service is sold as a subscription priced on a flat per-seat basis. A “seat” is any individual who can upload, cull, edit, organize, manage, or otherwise act on content in your account. Viewers and clients who only view or download galleries are free and do not require a paid seat. Storage, sharing, and downloads are included in your subscription and are not separately metered.

Plans. We offer tiers (currently “Personal,” “Studio,” and “Scale (custom)”), available with monthly or annual billing. Plan details, included features, and seat counts are described at the point of sale and may change as described in Section 5.

Fees and payment authorization. You agree to pay all fees for your selected plan and seat count at the prices confirmed at the point of sale. By providing a payment method, you authorize us and our third-party payment processors to charge that payment method for all applicable fees, including recurring subscription charges, on the billing cycle you select. You represent that you are authorized to use the payment method you provide.

Auto-renewal. Subscriptions automatically renew for successive periods of the same length (monthly or annual) at the then-current price for your plan, unless you cancel before the renewal date through your account settings or as otherwise described in Section 13. By subscribing, you consent to this automatic renewal. We will provide any renewal reminders and disclosures required by applicable law.

Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, goods-and-services, and similar taxes, duties, and assessments, except for taxes based on our net income. If we are required to collect such taxes, they will be added to your charges.

Seat changes and upgrades. If you add seats or upgrade mid-period, we may charge a prorated amount for the remainder of the period. Downgrades or seat reductions generally take effect at the start of your next billing period.

Late or failed payments. If a payment fails or is overdue, we may retry the charge, suspend or limit your access, and/or downgrade your account until payment is received. You remain responsible for amounts owed.

Refunds. Except where required by law or expressly stated by us in writing, fees are non-refundable and there are no refunds or credits for partial periods, unused seats, or unused features.

5. Pricing & changes to pricing

(a) Marketing prices are informational only. Any prices, plans, features, allowances, seat inclusions, or promotional offers shown in our marketing, advertising, social media, emails, or on our website are provided for general information only. They are an invitation to consider our Service and do not constitute a binding offer. No contract for a particular price or set of features is formed by the appearance of such information, by your visiting our site, by your starting a signup, or by your adding a plan to a cart.

(b) Only the confirmed price binds. Advertised and displayed pricing is subject to change at any time without notice. The price, plan, features, and terms that apply to you are only those presented to and confirmed by you at the actual point of sale — that is, on the order or checkout confirmation you review and accept at signup. A binding agreement on price is formed only when we confirm your order. If there is any discrepancy between marketing materials and the order confirmation, the order confirmation controls.

(c) Changes for existing subscribers. We reserve the right to change subscription pricing, plan features, and seat inclusions for existing subscribers on a prospective (going-forward) basis. We will give you reasonable advance notice — at least 30 days before the change takes effect, and in any event before your next renewal — by email and/or in-product notice. A change will not affect the price for a billing period you have already paid for; it will apply from your next renewal. If you do not agree to a change, you may cancel before it takes effect as described in Section 13. If you continue to use the Service or allow your subscription to renew after the change takes effect, you accept the new pricing or terms.

(d) Errors are not binding. Despite our efforts, our marketing, website, or checkout may occasionally contain typographical, technical, or pricing errors (for example, an obviously incorrect price such as a missing digit or a $0 plan). Such errors do not bind us. We reserve the right to correct any error and to cancel or decline any order placed based on an error, even after an order is confirmed. If we cancel an order because of a genuine error after you have been charged, we will promptly refund the amount charged, and where practical we will offer you the opportunity to proceed at the correct price.

Nothing in this Section limits any non-waivable rights you have under applicable consumer-protection law.

6. Early-access program & beta services

In plain terms: early-access features are works in progress — don't store anything there you don't have another copy of.

The Service, or specific features, may be offered to you on a free trial, early-access, “beta,” “preview,” or “evaluation” basis (“Early-Access Services”). The following applies to Early-Access Services and overrides any conflicting term elsewhere in these Terms for those services:

• Early-Access Services are provided “as is” and “as available,” for evaluation only, and may contain bugs, errors, or incomplete features.
• We may add, change, suspend, limit, or discontinue Early-Access Services, or any feature of them, at any time and without notice or liability, including before general availability.
• We make no guarantee of data persistence, retention, backup, or availability during the early-access or beta period. Do not store anything in an Early-Access Service that you do not have another copy of. You are solely responsible for maintaining your own copies of your content during this period.
• Early-Access Services may be subject to additional or different terms presented to you when you enroll.
• To the fullest extent permitted by law, Early-Access Services are provided without any warranty and with our liability excluded or limited as described in Sections 14 and 15, and any service-level commitments do not apply.

If billing is not yet active, your enrollment in the early-access program does not create any obligation to pay until you affirmatively subscribe to a paid plan at a confirmed price under Sections 4 and 5.

7. Acceptable use

In plain terms: don't use the Service to break the law, harm others, or attack the platform.

You agree not to use the Service, and not to allow any seat holder, viewer, or client to use the Service, to do any of the following:

• Upload, store, share, or transmit content that is unlawful, infringing, defamatory, obscene, sexually exploitative of minors, harassing, hateful, or that violates the rights (including intellectual property, privacy, or publicity rights) of others;
• Violate any applicable law or regulation, or facilitate any illegal activity;
• Upload or transmit malware, viruses, or any code or files designed to disrupt, damage, or gain unauthorized access to any system or data;
• Attempt to gain unauthorized access to the Service, other accounts, or our systems or networks; probe, scan, or test the vulnerability of the Service; or circumvent any security or access controls;
• Interfere with, overload, or disrupt the Service or its infrastructure, or evade rate limits or usage protections;
• Reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent this restriction is prohibited by law;
• Resell, sublicense, or commercially exploit the Service except as expressly permitted, or use it to build a competing product;
• Misrepresent your identity or affiliation, or use the Service to send spam or unsolicited communications;
• Use the Service in a way that creates risk to us, the Service, or others, or that uses resources in a manner grossly disproportionate to normal use in bad faith.

We may investigate suspected violations and may remove content, suspend access, or terminate accounts as described in Section 13. You are responsible for ensuring your content and conduct, and that of your seat holders, viewers, and clients, comply with this Section.

8. Your content

In plain terms: your photos are yours. We only get the narrow permission we need to host and show them for you.

You own your content. As between you and us, you retain all ownership and intellectual property rights in the photos, files, metadata, galleries, and other content you upload to or create with the Service (“Your Content”). We do not claim ownership of Your Content.

License to us. To operate the Service, we need your permission to handle Your Content. You grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, display, reformat, resize, generate previews and thumbnails of, and otherwise use Your Content solely as necessary to provide, secure, maintain, and improve the Service to you and to those you share it with, and to comply with law. This license exists only for as long as we host Your Content and ends when Your Content is deleted from our systems, except for any copies we are required to retain by law.

Your responsibilities for your content. You represent that you own or have all rights, licenses, consents, and permissions necessary to upload Your Content and to grant the license above, including any rights of the individuals depicted and any rights needed to publish content to third-party platforms (such as Instagram). You are solely responsible for Your Content and for obtaining any model, client, or subject releases required for your use.

Sharing and galleries. When you create shareable galleries or grant viewers or clients access, you are responsible for what you share and with whom. Content you make publicly accessible may be viewed and downloaded by anyone with the link or access you provide.

Feedback. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

9. Copyright & DMCA

In plain terms: if content on the Service infringes your copyright, tell us and we'll act on it.

We respect intellectual-property rights and expect everyone using the Service to do the same. We respond to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), and where appropriate we will remove or disable access to the identified material and terminate the accounts of repeat infringers.

Filing a notice. If you believe content hosted on the Service infringes your copyright, send a notice to our copyright contact at legal@alwaysoverscope.com that includes: (a) identification of the copyrighted work; (b) identification and location of the allegedly infringing material; (c) your contact information; (d) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the notice is accurate and that you are the owner or authorized to act for the owner; and (f) your physical or electronic signature.

Counter-notices. If your content was removed and you believe that was a mistake or misidentification, you may send us a counter-notice containing the information the DMCA requires, and we will handle it as the DMCA provides.

10. Data & availability

In plain terms: we don't keep backups of your content, and we don't promise uptime — always keep your own copies.

We do not provide backups. The Service stores Your Content in a single location and does not keep backup or redundant copies. We do not guarantee that Your Content will never be lost, corrupted, or unavailable, and the Service is not a backup service. You should not rely on the Service as the only place any important content is stored.

Keep your own copies. You are solely responsible for maintaining your own independent copies of any content that is important to you. The Service is not a substitute for keeping your own backups. We strongly recommend you retain original copies of your photos outside the Service.

Availability. We aim to keep the Service available and reliable, but the Service may be unavailable from time to time due to maintenance, updates, technical issues, or events beyond our control. Except as expressly stated in a separate written service-level agreement, we do not guarantee any specific level of uptime, availability, or performance. Any service-level expectations we publish are targets, not warranties, unless expressly stated otherwise in a signed agreement.

Your responsibility on loss. To the maximum extent permitted by law, we are not responsible for any loss, deletion, or corruption of Your Content, and our responsibilities and liability with respect to data are subject to Sections 14 and 15.

11. Third-party services

In plain terms: features that depend on other companies' platforms can change if those platforms change.

The Service may interoperate with or rely on third-party services and platforms, including but not limited to Instagram (Meta), Google services, payment processors, and infrastructure or storage providers. Your use of those third-party services may be governed by their own terms and privacy policies, and you are responsible for complying with them.

We do not control, and are not responsible or liable for, the availability, accuracy, performance, content, security, or practices of any third-party service, or for any outage, change, suspension, or discontinuation of a third-party service that affects features such as publishing to Instagram or connecting to other platforms. A third party may change or terminate its services or APIs at any time, which may affect or remove a feature of the Service without liability to us.

12. Intellectual property (our IP)

In plain terms: the Service itself — code, design, brand — belongs to us; your content belongs to you.

The Service, including all software, code, interfaces, designs, text, graphics, logos, and documentation (excluding Your Content), and all intellectual property rights in them, are owned by us or our licensors and are protected by intellectual property and other laws. The name “Spacebase Studio,” our logos, and other brand features are our trademarks and may not be used without our prior written permission.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own internal and business purposes during your subscription. We reserve all rights not expressly granted.

13. Cancellation, suspension & termination

In plain terms: cancel anytime. However the relationship ends, you get a window to export your photos before deletion.

Cancellation by you. You may cancel your subscription at any time through your account settings or by contacting us at legal@alwaysoverscope.com. Cancellation takes effect at the end of your current billing period; you will retain access until then, and unless required by law, fees already paid are non-refundable. To avoid auto-renewal, you must cancel before your renewal date.

Suspension or termination by us. We may suspend, limit, or terminate your access to the Service, in whole or in part, if: (a) you materially breach these Terms (including Section 7, Acceptable use); (b) your payment is overdue or fails; (c) we are required to do so by law or to respond to a legal request; (d) your use poses a security, legal, or operational risk to us or others; or (e) we discontinue the Service or a feature. Where reasonable and lawful, we will give you notice and, for curable breaches, an opportunity to cure.

Discontinuation of the Service. We may modify or discontinue the Service, or any feature, at any time. If we discontinue the Service generally, we will use commercially reasonable efforts to give you advance notice and an opportunity to export Your Content.

Effect of termination. On termination or cancellation, your right to access the Service ends. Export window: for a period of 30 days after termination (except where we terminate for serious abuse or as prohibited by law), we will make Your Content available for you to export or download. Deletion: after the export window, and in any event within 90 days, we may permanently delete Your Content from our systems. We are not obligated to retain Your Content after these periods. You are responsible for exporting anything you wish to keep before deletion.

Survival. Sections that by their nature should survive termination (including Sections 8 (license grant for retained copies), 12, 14, 15, 16, 17, and 19) survive.

14. Disclaimers of warranties

In plain terms: the Service is provided as-is, without guarantees.

To the maximum extent permitted by law, the Service is provided “AS IS” and “AS AVAILABLE,” with all faults and without warranties of any kind, whether express, implied, or statutory. We expressly disclaim all implied warranties, including the warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components; that defects will be corrected; that any data will be accurate, preserved, or recoverable; or that the Service will meet your requirements. Any content or material obtained through the Service is accessed at your own risk, and you are responsible for any resulting loss.

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

15. Limitation of liability

In plain terms: our liability is capped — roughly what you paid us in the last 12 months.

To the maximum extent permitted by law:

(a) Exclusion of indirect damages. Neither we nor our affiliates, officers, employees, agents, suppliers, or licensors will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, or loss, corruption, or inability to recover data or content, arising out of or relating to the Service or these Terms, even if we have been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

(b) Liability cap. Our total aggregate liability arising out of or relating to the Service or these Terms, for all claims combined, will not exceed the greater of (i) the total amount you actually paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) USD $100.

(c) Basis of the bargain. These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise), reflect the allocation of risk between us, and are a fundamental basis of the bargain. The pricing of the Service reflects these limitations.

Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you, and nothing in these Terms limits liability that cannot be limited by law (such as for fraud or willful misconduct).

16. Indemnification

In plain terms: if your content or your misuse of the Service gets us sued, you cover the fallout — but not for problems we cause.

You agree to indemnify and hold harmless Spacebase Studio and its affiliates, officers, employees, and agents from third-party claims, and the reasonable costs (including reasonable attorneys' fees) of those claims, to the extent they arise from: (a) Your Content, including any missing rights, consents, or releases; (b) your violation of these Terms or applicable law; or (c) your violation of the rights of any third party, including any client, subject, or viewer. This obligation does not apply to the extent a claim results from our own breach of these Terms, negligence, or willful misconduct.

We will notify you promptly of any such claim and cooperate reasonably in its defense. We may participate in the defense with counsel of our own choosing at our own expense, and you may not settle any claim in a way that imposes obligations on us without our prior written consent.

17. Governing law & disputes

In plain terms: if something goes wrong, talk to us first — most things can be resolved over email.

Governing law. These Terms and any dispute arising out of them or the Service are governed by the laws of the State of New Jersey, USA, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

Informal resolution first. Before filing any claim, you agree to contact us at legal@alwaysoverscope.com and attempt to resolve the dispute informally for at least 30 days. Most concerns can be resolved this way.

Forum. You and we agree that the exclusive jurisdiction and venue for any dispute will be the state and federal courts located in the State of New Jersey, and each party consents to personal jurisdiction there.

18. Changes to these terms

In plain terms: if these terms change materially, we'll tell you before the change takes effect.

We may update these Terms from time to time. If we make a material change, we will provide reasonable notice — for example, by email to your account address and/or by posting a notice in the Service — before the change takes effect, and we will update the “Last updated” date above. Changes are effective on the date stated in the notice (or, if none, when posted). By continuing to use the Service after the change takes effect, you agree to the updated Terms. If you do not agree, you must stop using the Service and may cancel as described in Section 13. Changes to pricing for existing subscribers are governed by Section 5(c).

19. General terms

In plain terms: the standard legal housekeeping.

Entire agreement. These Terms, together with any policies and additional terms referenced here and any order confirmation, are the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings on the subject.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties' permitted successors and assigns.

Waiver. Our failure to enforce any provision is not a waiver of our right to do so later. Any waiver must be in writing to be effective.

Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, third-party service or infrastructure outages, cyberattacks, or pandemics.

Relationship. Nothing in these Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and us.

Notices. We may provide notices to you by email to your account address or by posting within the Service. You may send notices to us at the contact details below.

No third-party beneficiaries. Except as expressly stated, these Terms do not create any rights for any third party.

20. Contact us

If you have questions about these Terms or the Service, contact us at:

AlwaysOverScope LLC
Email: legal@alwaysoverscope.com