Terms of Service

1. Acceptance of these terms

These Terms of Service (“Terms”) govern your access to and use of SpendGhost (the “Service”), operated by NPC Labs, Inc. (“NPC Labs,” “we,” “us,” or “our”). By messaging the agent, funding a wallet, placing an order, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use SpendGhost.

2. Eligibility

You must be at least 18 years old and able to form a binding contract to use SpendGhost. You agree to use the Service only for lawful purposes and in compliance with all applicable laws, including those of your jurisdiction. You may not use SpendGhost if you are barred from doing so under applicable sanctions or trade-control laws, or if you are located in a region where the Service is prohibited.

3. What SpendGhost does

SpendGhost is a personal shopping agent you operate through a messaging channel. You tell the agent what you want; it finds the item, purchases it from third-party merchants on your behalf using your crypto balance, and arranges shipping to the address you provide. To make this work, we provision and hold a custodial USDC wallet for you. You fund that wallet with crypto, and the agent spends from it when you confirm an order. SpendGhost acts as your buying agent — it is not the manufacturer, seller, or shipper of the goods.

4. Funding and your crypto balance

You fund your wallet by depositing supported crypto assets, which may be converted to a spendable balance. There is no payment card and no bank account involved. You are responsible for sending funds to the correct address on the correct network; transfers sent incorrectly may be unrecoverable.

Crypto involves risk. The value of crypto assets can be volatile, and conversions happen at prevailing market rates that may move between the time you fund and the time you spend. You accept this risk. We do not provide investment, tax, or legal advice, and nothing in the Service is such advice.

5. Fees

SpendGhost charges a service fee on orders: a small flat fee plus a percentage of the order total. As of the date above, that fee is $2.50 plus 3% of the order total. Fees are shown to you before you confirm a purchase, and the total deducted from your balance includes the price of the goods, applicable shipping and taxes, and the service fee. We may change our fees over time; any change applies to orders placed after the change takes effect.

6. Placing orders and your responsibilities

• Accurate information. You are responsible for giving us accurate, complete shipping and contact details. We are not responsible for orders that fail or are misdelivered because of incorrect information you provided.
• Authorization. When you confirm an order, you authorize us to spend the corresponding amount from your wallet, including the goods, shipping, taxes, and fees.
• Lawful purchases only. You may only ask the agent to buy items that are legal for you to purchase and possess where you live and where they will be shipped.
• Your account. Keep access to your messaging account and any dashboard links secure. Activity through your account is your responsibility.

7. Prohibited uses and items

You agree not to use SpendGhost to buy, sell, or attempt to obtain:

• Anything illegal, stolen, counterfeit, or that infringes someone else’s rights.
• Age-restricted or regulated goods you are not legally permitted to buy — including weapons, ammunition, explosives, controlled substances or drug paraphernalia, tobacco or vaping products, alcohol, prescription items, or adult products where prohibited.
• Items intended to harm others, to facilitate fraud, money laundering, terrorism, or sanctions evasion, or to violate export controls.
• Live animals, hazardous materials, or anything a carrier forbids.

You also agree not to misuse the Service itself — for example, by attempting to break, overload, reverse engineer, or gain unauthorized access to it, or by using it to abuse, defraud, or harass others. We may refuse, cancel, or reverse any request that we reasonably believe violates these Terms or the law.

8. Crypto payments are final

Crypto transactions are irreversible. Once an order is placed and paid, there are no chargebacks and no card-style payment disputes. Your remedies are limited to the refund terms below. Please review each order before you confirm it.

9. Refunds

We want you to only pay for what you actually receive:

• Failed orders. If an order cannot be completed after you have paid, the amount charged for that order is automatically refunded to your SpendGhost balance.
• Unused shipping and overcharges. If the final cost is lower than the amount reserved — for example, shipping that was estimated but not used — the difference is returned to your balance.
• Merchant returns. Goods are sold by third-party merchants and are subject to their return and warranty policies. Where a merchant issues a refund for a returned or defective item, we will credit the recovered amount to your balance. We cannot guarantee a merchant will accept a return.

Service fees for orders that were successfully placed and shipped are generally non-refundable. You can withdraw your available balance at any time.

10. Third-party goods and merchants

The products you buy through SpendGhost are made and sold by third parties, not by NPC Labs. We do not control and are not responsible for the quality, safety, legality, availability, or descriptions of those goods, or for merchant or carrier delays. Any warranties on the goods come from the manufacturer or seller. Your use of third-party services may also be subject to their own terms.

11. Intellectual property

SpendGhost, its name, logo, software, and content are owned by NPC Labs or its licensors and are protected by intellectual property laws. We grant you a limited, personal, non-transferable, revocable license to use the Service for its intended purpose. You may not copy, modify, distribute, or create derivative works from the Service except as allowed by law.

12. Disclaimer of warranties

The Service is provided “as is” and “as available,” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, that any item will be available, or that the agent will always interpret your request correctly. You use SpendGhost at your own discretion and risk.

13. Limitation of liability

To the maximum extent permitted by law, NPC Labs and its officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, data, goodwill, or crypto assets, arising out of or relating to your use of the Service. To the maximum extent permitted by law, our total liability for any claim relating to the Service is limited to the greater of the service fees you paid to us in the three months before the claim or one hundred U.S. dollars (US$100). Some jurisdictions do not allow certain limitations, so some of these may not apply to you.

14. Indemnification

You agree to indemnify and hold harmless NPC Labs and its affiliates from any claims, losses, liabilities, and expenses (including reasonable legal fees) arising out of your use of the Service, your violation of these Terms, your violation of any law or third-party right, or the items you ask us to purchase.

15. Termination

You may stop using SpendGhost at any time and may delete your data using the “forget me” option. We may suspend or terminate your access if you violate these Terms, if we are required to by law, or if continuing to provide the Service would create legal or security risk. Before you close your account, withdraw any remaining balance — funds left behind after a data wipe may be unrecoverable. Sections that by their nature should survive termination (such as fees owed, disclaimers, limitations of liability, and dispute resolution) will continue to apply.

16. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Before filing any formal claim, you agree to first contact us at legal@spendghost.com so we can try to resolve the issue informally.

If we cannot resolve a dispute informally, you and NPC Labs agree to resolve it through binding individual arbitration, rather than in court, except that either party may bring a claim in small-claims court or seek injunctive relief for intellectual-property misuse. You and NPC Labs waive any right to a jury trial and agree that disputes will be resolved on an individual basis — no class actions. You may opt out of arbitration within 30 days of first accepting these Terms by emailing us at the address above. Where mandatory law gives you different rights, those rights apply.

17. Changes to these terms

We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date above and, where appropriate, notify you through the Service. Your continued use of SpendGhost after an update means you accept the revised Terms.

18. Contact

Questions about these Terms can go to legal@spendghost.com. For help with an order or your account, message the ghost or email support@spendghost.com.