PalUp User Terms of Service

Welcome to PalUp! These User Terms of Service inform you of the terms, conditions, disclaimers, notices, policies, and agreements (collectively, “Terms”) which set forth the basic rules that govern your access and use of the PalUp services owned or operated by PALUP PTE. LTD. and its affiliates (“PalUp,” “we,” “us” and “our”), including websites located at https://palup.ai (the “Sites”), the PalUp mobile applications (the “Apps”), the subscription plans (the “Subscription Plan(s)”), the PalUp Monetization Program, or any other websites, pages, features, or content owned and operated by us that direct to these Terms (collectively, the “Services”).

By accessing and using the Sites or Apps, subscribing to the Subscription Plans, or using any products or services offered or provided through our Services, YOU ARE AFFIRMATIVELY ACKNOWLEDGING YOUR AGREEMENT TO THESE USER TERMS OF SERVICE, THE PRIVACY POLICY, THE PLATFORM GUIDELINES, THE MONETIZATION POLICIES, AND ANY OTHER POLICIES OR AGREEMENTS INCORPORATED HEREIN BY REFERENCE, WHICH CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND PALUP. YOUR CONTINUED ACCESS AND USE OF THE SERVICES ARE CONDITIONAL ON YOUR ACCEPTANCE OF AND CONTINUED COMPLIANCE WITH THE USER TERMS OF SERVICE SET OUT BELOW. Please read these Terms and any other agreements referenced in this document carefully. If you do not agree to be bound by these Terms, you may not use or access the Services.

1. Using Our Services

a. General Informational Purposes Only

The Services, and any information available on them or generated through your interaction with the artificial intelligence-based personal chatbot service, are provided for general informational purposes only. Material (defined below) on our Services and Output (defined below) generated and returned by our Services are not intended to provide medical, legal, commercial, financial, tax or other professional advice. Use of the information on our Services are at your own risk. If you require such professional advice, you should consult with and engage a qualified, licensed professional, authorized to provide such professional services in your particular jurisdiction. PalUp disclaims any liability for any injury or other damages resulting from the review or use of any information obtained from our Services. We make no representations, warranties or guarantees, whether express or implied, that any Material on our Services and Output generated and returned by our Services is accurate, complete or up to date.

b. Emergencies

Use of the Services is not for emergencies. If you think you have a medical or mental health emergency, call 911 or your local emergency number or go to the nearest open clinic or emergency room. If you are considering or committing suicide or feel that you are a danger to yourself or others, you must discontinue use of the Services immediately, call 911 or your local emergency number or notify appropriate police or emergency medical personnel.

c. Age Restriction and Representation

You may only use the Services if you are legally authorized to enter into and agree to these Terms. Any use or access by anyone under the age of 18 is not allowed. When you use the Services as a registered user, you represent that:

• 18 years of age and a “natural person” in your country of residence, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms,
• the information you submit is truthful and accurate;
• any information, content, text, links, graphics, photos, audio, music, sound, videos, comments, messages, data, or other materials or arrangements of materials uploaded, shared, displayed, or provided by you in connection with the Services, including your name, username, likeness, personal characteristics, images, video, audio, and voice (collectively, “Material”), is provided subject to these Terms;
• your use of the Services and your use of features and services available on the Services do not violate any applicable laws or regulations; and
• you will comply with the rules governing prohibited uses in Section 3 and User Content (defined below) in Section 5 below.

d. User Accounts

You can visit and browse the Services as a guest without registering an User Account, but you will not be able to access some features or enroll in any Subscription Plans. In order to access some features available on the Services or enroll in any Subscription Plans, you will need to create an account (“User Account”). If you become a registered user of the Services, you will be required to create a username that will be associated with your User Account. You may only create one username that will be associated with your User Account. You may not: (i) select or use as username a name of another person with the intent to impersonate that person; (ii) use as username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as username a name that is otherwise offensive, vulgar or obscene. We may reject, or require that you change, any such username or password, in our sole discretion. You agree that you are responsible for all activities under your User Account, and for maintaining the confidentiality of your password and restricting access to your devices so that others may not access our Services in violation of these Terms. You may not use another person’s User Account. Each time you use a password or identification, you will be deemed to be authorized to access, confirm your agreement on the updated Terms of Service from time to time, and use the Services in a manner consistent with these Terms. PalUp has no obligation to investigate the authorization or source of any such access or use of the Services. You will be solely responsible for all access to and use of the Services by anyone using the password and username assigned to you whether or not such access to and use of the Services is actually authorized by you, including, without limitation, all communications and transmissions and all obligations (including, without limitation, financial obligations) incurred through such access or use. You are solely responsible for protecting the security and confidentiality of the password and username assigned to you. You agree to immediately notify PalUp of any unauthorized use of your password or username or any other breach or threatened breach of the Services’ security that you become aware of involving or relating to the Services. We reserve the right to take any and all actions we deem necessary or reasonable to maintain the security of our Services and your User Account, including, without limitation, terminating your User Account, changing your password or requesting information to authorize transactions on your User Account.

e. Creating AI Agents and Publishing AI Agents on PalUp Services

All Users may become creators (“Creators”) by creating artificial intelligence generated chatbots (“AI Agents”) via the Services. Each User can create one AI Agent per User Account. Creators may provide personalized inputs on appearance and knowledge base for AI Agents, and share access to the personalized versions of AI Agents on PalUp Services. 

When creating AI Agents, you may provide or make available to PalUp content, data, information, documents, website links, social media links or other material from third parties (collectively, “Third-Party Materials”). By accessing and using the Services, you understand and agree that PalUp does not warrant, endorse, guarantee, or assume responsibility for monitoring, reviewing, examining, or verifying such Third-Party Materials’ accuracy, truthfulness, reliability, legality, propriety, safety, or fitness for any particular purpose. You assume full responsibility for your use of any Third-Party Materials, and PalUp disclaims all liability in this regard.

You may personalize AI Agents by connecting to your social media accounts/channels (i.e. YouTube, X), allowing for enhanced information and enabling the AI Agents to automatically post daily updates in the Feeds based on contents from the connected social media accounts/channels or share contents from your social media accounts/channels through Users’ interaction with AI Agents created by you. 

By connecting to any third-party platform, you acknowledge and agree that your use of such platforms through our Services is subject to the applicable terms of service, policies, and API rules of the respective platforms. PalUp does not control or take responsibility for these third-party services. If you do not agree to comply with the terms and policies of any third-party platform, you should not connect your AI Agents to that platform, nor use any features of our Services that access or interact with it.

Specifically, if you connect your AI Agents to YouTube Channels, you acknowledge that your use of YouTube content and features will utilize YouTube API Services and is subject to YouTube’s Terms of Service. 

If you create and share your personalized AI Agents on PalUp Services as a Creator, you acknowledge and agree that:

• You are at least 18 (eighteen) years of age.
• The information or content you upload to or include with your AI Agent is your User Content. As between you and PalUp, you are solely responsible for the User Content and configurations that you use or enable to create your AI Agent as well as any Output that is based on your User Content and configurations.
• You will ensure all information you publish about your AI Agent is, at all times, complete, accurate, and not misleading.
• Your AI Agent complies with these Terms, the Platform Guidelines and any other PalUp rules or guidelines, and any applicable local, state, national or international law.
• You do not have access to other users’ conversations with any AI Agent you create. 
• You will not receive any data derived or processed from other users’ conversations with your AI Agents. 
• By publishing the AI Agent or sharing your AI Agent with others, you agree to the license grant provisions in Section 5(b); and you also grant other users to subscribe to your AI Agent a non-exclusive right to use, display or perform your AI Agent in accordance with these Terms.  
• That PalUp may reject or remove your AI Agent at any time, such as for legal or security reasons or if your AI Agent violates these Terms, the Platform Guidelines and any other PalUp rules or guidelines.

f. Chatting with AI Agents 

Users may chat with AI Agents available on PalUp Services. Message limits apply based on the user’s Subscription Services. For details on how message limits work, including monthly quotas, what counts as a message, and what factors may affect usage, please refer to our Help Center article on Message Limits.

If you use and chat with AI Agents on PalUp Services, you understand and acknowledge that:

• You must be at least 18 years old.
• Except where PalUp is identified as the creator of an AI Agent, the AI Agent is created by other users and may rely on content or third-party applications that are not controlled by PalUp.
• Use of an AI Agent created by other users does not imply that PalUp created, supports or endorses said AI Agent. You should only use AI Agents you know and trust.
• You will report an AI Agent that violates these Terms, the Platform Guidelines and any other PalUp rules or guidelines using our reporting feature within our Services.
• PalUp and creators of AI Agents can remove AI Agents at any time for any reason without prior notice.
• THE AI AGENTS ON PALUP SERVICES ARE PROVIDED BY PALUP AND OTHER USERS “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. SUBJECT TO YOUR STATUTORY RIGHTS, IN NO EVENT SHALL PALUP OR OTHER USERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
• YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU USE THE AI AGENTS AT YOUR OWN RISK AND PALUP SHALL HAVE NO LIABILITY ARISING OUT OF YOUR USE OF THE AI AGENTS.

2. Personalized Outputs

PalUp uses artificial intelligence (AI), including models provided by third-party developers, to generate personalized responses based on your User Content and the Third-Party Materials you make available to PalUp. You may provide input to PalUp (“Input”), and receive output generated and returned based on the Input (“Output”). PalUp employs AI and human review systems to monitor user Inputs. To the extent your Input includes personal information, such information is subject to our Privacy Policy. Input and Output are collectively “Generative Content.” PalUp may use Generative Content to provide, maintain, improve its Services and develop new services, comply with applicable law, and enforce its policies. 

You are responsible for Generative Content, including for ensuring that it does not violate any applicable law or any of our terms, policies, or rules, as applicable. As a PalUp Creator, you are responsible for the User Content, Third-Party Materials and Output related to your AI Agent. If you have questions about copyright law or trademark law, such as questions about whether your content or your use of another person’s name or brand infringes or otherwise violates another person’s rights, you should contact an attorney.

Due to the nature of machine learning, the Output may not be unique across users and may generate the same or similar output for a third party or another user. Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Generative Content.

Artificial intelligence and machine learning are rapidly evolving fields. The core AI and machine learning models used in our Services are provided by third parties and evolve independently. PalUp has limited control over the development, governance, or behavior of these models. Due to the probabilistic nature and inherent limitations of machine learning systems, AI Agents can make mistakes, and Output may be inaccurate, misleading, or not reflect real people, places, or facts. Even if an Output appears specific or detailed, it may still contain material inaccuracies. You should not rely on any Output without independently verifying its accuracy and appropriateness for your intended use, including through human review. All opinions or statements expressed in the Output do not reflect the views of PalUp. The Output may reference third-party products or services, and such references do not constitute or imply PalUp’s endorsement or any affiliation with the referenced third-party operators. You agree that PalUp owns all rights, title, and interest in all Output. While we strive to provide helpful and relevant results, PalUp does not guarantee the accuracy, reliability, or appropriateness of any Output. BY USING THE SERVICES, YOU AGREE NOT TO BRING ANY CLAIMS AGAINST PALUP ARISING FROM, OR RELATED TO, THE CONTENT, QUALITY, OR CONSEQUENCES OF ANY OUTPUT.   

3. Prohibited Activity

When using our Services, you shall not engage in any Prohibited Activity, which shall include without limitation, an actual or attempted act by you, which is reasonably deemed by us, at our sole discretion, to be (a) in breach of any applicable statues, orders, regulations, rules and other laws; (b) made in bad faith, or (c) intended to defraud us or any third party, and/or circumvent any legal restrictions, regardless of whether such act or attempted act actually causes us or any third party any damages or harm. Example of Prohibit Activity include but is not limited to the following:

• use the Services or any PalUp Content (defined below) or User Content to violate, misappropriate or infringe ours or someone else’s rights of publicity and privacy, copyrights, trademarks, or other intellectual property or proprietary rights;
• use the Services or any PalUp Content or User Content to stalk, harass, abuse, mock, ridicule, intimidate, disparage, defame, threaten, defraud, or otherwise mistreat or harm any person or class of people;
• use the Services to send or generate harassing, abusive, or threatening messages;
• solicit passwords or personal information for commercial or unlawful purposes, including hidden pages, links or images, providing instructional information about illegal activities, or which threatens our relationships with our users, partners, customers or suppliers;
• attempt to impersonate, conceal or misrepresent the identity of the sender or person submitting the information, or otherwise invade someone’s privacy;
• disclose or provide information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information belonging to yourself or others;
• disrupt the normal flow of the Services, including any dialogue on the Services or otherwise act in a manner that negatively affects other participants;
• generate or transmit through the Services any information, data, text, files, links, software, or other materials that are unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, hateful, racially, ethnically or otherwise objectionable;
• generate User Content or use the Services that is intentionally misleading, false, or otherwise inappropriate or with the purpose of harming others, regardless of whether the User Content or its dissemination is unlawful;
• generate User Content or use the Services in a way that has any risk or possibility of exploiting, harming, or endangering the health or well-being of children or other minors (“Children”), such as images of Children in sexualized costumes, poses, or a sexual fetishistic context, or which identifies, directly or indirectly, alleged victims of child sexual exploitation, or for the purpose of exploiting, harming or attempting to exploit or harm Children in any way;
• generate User Content or use the Services in a way which may be discriminatory towards a person's or class of people's race, religion, color, age, ethnicity, national origin, disability, physical, or mental characteristics, sexual orientation, gender expression, gender identity, family status, medical or genetic condition, personality characteristics, or physical appearance, including through the material distortion of the behavior of any such person or class of people in a manner that causes or is likely to cause that person or class of people physical or psychological harm;
• generate User Content or use the Services in such a way that damages the image or rights of PalUp, other users or third parties;
• generate User Content or use the Services to share or create sexual content, including but not limited to pornography, sexual violence, sexual assault, sexual exploitation, prostitution, escort services, sexual massages, filmed sexual activity or any explicit sexual content;
• generate User Content or use the Services to share or create content that includes any gratuitously violent or graphic content, such as child or animal abuse, or bodily harm;
• generate User Content or use the Services to share or create content that mentions the making or use of explosives/weapons, or displays intent to commit violence against a specific or an identifiable target;
• generate User Content or use the Services to share or create content that includes other people's private information without their express permission – private information includes but is not limited to bank account or credit card details, social security or other national identification numbers, private addresses and locations, non-public phone numbers and emails, videos and images, digital identities, passwords, medical/psychological, biometric, or genetic details, or other information that may be used to personally identify another individual; 
• generate User Content or use the Services to share or create content that is illegal or that can be used in furtherance of illegal activities or services, including but not limited to counterfeit goods and services, drugs and controlled substances, human smuggling or trafficking, products made from endangered or protected species, sexual services, gambling, betting or wagering activities, unauthorized multi-level marketing businesses, stolen goods, or content related to weapons;
• generate User Content or use the Services to share or create content that provide tailored legal, medical/health, or financial advices;
• send spam or other direct marketing communications or posting, transmitting or linking to any unsolicited advertising, promotional materials, or any other forms of solicitation or commercial content;
• upload, transmit or generate executable programming of any kind, including viruses, spyware, trojan horses, Easter eggs, or any other form of computer programming or disabling mechanism;
• use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Services or the PalUp Content in whole or in part, including, without limitation, creating any frames at any other websites or services pertaining to any portions of this Services;
• copy, modify, distribute, sell, sublicense, transfer or lease any part of our Services, or reverse engineer, decompile, or attempt to extract the source code relating to the Services, without our express consent;
• attempt to circumvent any content-filtering techniques we employ;
• attempt to access areas or features of the Services that you are not authorized to access;
• attempt to circumvent, disable or otherwise interfere with security-related features of the Services that prevent or restrict use or copying of any PalUp Content or enforce limitations on use of the Services;
• practice any activity that could result in death, serious injuries, environmental or property damage;
• generate political propaganda;
• to the maximum extent permitted by applicable law, develop any product or service that competes with our Services, including to develop or offer services that replicate PalUp's platform functionalities or user experience; or
• intentionally or unintentionally perform or promote any activity that would violate any applicable local, provincial/state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing the Services.

In addition to the above, your access to and use of the Services must, at all times, be compliant with our PalUp Platform Guidelines. We reserve the right, at any time and without prior notice, to remove or disable access to AI Agents or User Content at our discretion for any reason or no reason, including but not limited to, when AI Agents or User Content is in violation of these Terms or our Platform Guidelines, or otherwise harmful to the Services or our Users. 

4. Our Intellectual Property Right

a. PalUp Content 

You acknowledge and agree that the Services, including their “look and feel”, the process of transforming User Input and Third-Party Materials and all names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs, Output, and other content appearing in or on the Services (collectively, “PalUp Content”) are protected intellectual property of, or used with permission or under license by PalUp and/or its licensors. The PalUp Content may be protected by copyright, trademark, patent or other proprietary rights and laws.  You understand and agree that you may not download, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit the PalUp Content for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights in connection with the Services and its content other than User Content, including, without limitation, the exclusive right to create derivative works. 

b. License Granted by PalUp

Subject to your compliance with these Terms, the Platform Guidelines and other PalUp rules and guidelines, PalUp offers you a limited, non-exclusive, non-transferable, non-sublicensable license to access the Services and to access, download, and make personal and non-commercial use of PalUp Content available on or through the Services. You may only use the PalUp Content as permitted by the license hereunder and by law. To use such PalUp Content, you must (1) keep any copyright, trademark, or other proprietary notices intact, (2) use such PalUp Content pursuant to any licenses associated with it, (3) not copy or post such PalUp Content on any networked computer or broadcast it in any media, (4) make no modifications to any such PalUp Content, and (5) make no additional representations or warranties relating to such PalUp Content. Except as otherwise expressly authorized herein or in writing by PalUp, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Services or the PalUp Content. For information on requesting such authorization, please contact us using the contact information listed in the “Contact Us” section. PalUp reserves the right to refuse service, terminate accounts, cancel subscription, and/or revoke the license hereunder in its sole discretion, including, without limitation, if we believe that user conduct violates these Terms, violates applicable law or is harmful to our interests.

c. Open Source

Certain software code incorporated into or distributed with the Apps or otherwise with the Services may be licensed by third parties under various "open-source" or "public-source" software licenses (collectively, the "Open Source Software"). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under these Terms and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses.

5. User Content 

a. User Content

Our Services are designed to allow you upload, download, generate, share, display, or provide information, content, text, links, graphics, photos, image, likeness, audio, music, sound, voice, videos, comments, messages, data, or other materials, or arrangements of materials in connection with the Services, including the content you input when creating AI Agents, and the messages you input when chatting with AI Agents, and any third-party content made available through links or connected accounts provided by you (e.g., public content from social media accounts such as Instagram, YouTube, or X, including subsequent updates or additions to such content to the extent publicly available) (collectively, “User Content”). You retain ownership of all User Content you submit, post, display, or otherwise make available via the Services. You agree, represent and warrant that you have all rights necessary to submit the User Content. You shall not upload, post, or otherwise make available on or through our Services any content that infringes or violates the rights of any third party, including, without limitation, copyright, trademark, service mark, trade secret, contract, privacy, or publicity rights, without the express written permission of the rights holder. You represent and warrant that your account and any User Content you submit will not violate or infringe any such rights or contain any material that, if relied upon, could cause harm or injury to any person or property. You shall be solely responsible and liable for any damages, losses, or claims arising from any such infringement or harm. PLEASE DO NOT SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER USER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION. By sending any ideas, concepts, know-how, proposals, techniques, suggestions or other User Content to us, you agree that: (i) we are free to use such User Content for any purpose, (ii) such User Content will be deemed not to be confidential or proprietary (iii) we may have something similar already under consideration or in development, and (iv) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated. User Content in violation of these Terms may be removed without notice.

If any of your User Content includes sponsored, promotional, or advertising materials, such as endorsements, product placements, or other commercial references, whether explicitly labeled or implied, you are solely responsible for ensuring that such content complies with all applicable laws, regulations, and ethical obligations. This includes, without limitation, advertising, marketing, disclosure, data protection and privacy laws; laws applicable to contests, promotions, or giveaways; and advertising regulations such as the U.S. Federal Trade Commission (FTC) rules, including the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. This also applies to any content that references or promotes products or services in exchange for, or in anticipation of, compensation, sponsorship, or other value. You must provide clear and accurate disclosures where required (e.g., labeling content as sponsored or promotional), and you agree not to cause PalUp or its payment service providers to be in violation of any such laws. PalUp reserves the right to require such disclosures, flag content, or remove any User Content or AI Agents that fail to meet applicable transparency or compliance standards.

You represent and warrant that you have all rights, interest, ownership, licenses, consents, permissions, power and/or authority necessary to grant the rights and license granted in these Terms for your User Content. You agree that such User Content will be, as applicable, truthful, substantiated, lawful, and non-misleading and will not contain material subject to copyright or other proprietary rights. At any time and without notice, PalUp has absolute discretion to access, review, edit, screen, and delete any User Content at any time and for any reason, including to provide and develop the Services or to investigate any suspected violation of these Terms or applicable law; however, PalUp has no obligation or duty to do so. You alone remain responsible for your User Content and for ensuring that your User Content fully complies with applicable laws, rules, and regulations.

b. License Granted by You

To operate the Services, we must obtain from you certain license rights in your User Content so that actions we take in operating the Services are not considered legal violations. By submitting, displaying, posting, publishing or uploading any User Content, including information, text, graphics or other materials, you hereby grant PalUp and its related companies, agents, licensees, sublicensees, contractors, successors, legal representatives, assigns, and third-party service providers, and their respective retail partners, marketing or public relations agencies, and other affiliates (“Licensed Parties”) a non-exclusive, fully-paid, royalty-free, irrevocable, transferable, perpetual, worldwide, fully sublicensable (through multiple tiers) and unrestricted right and license and the right  to use, modify, publicly perform, publicly display, reproduce, create derivative works from, distribute, host, cache, store, run, adapt, edit, translate, and/or otherwise use such User Content in any manner to be determined in the Licensed Parties’ sole discretion to operate, improve, promote and provide the Services, including, but not limited to, on webpages and social media pages operated by the Licensed Parties, in promotional emails and advertisements, and in any and all other marketing, promotional and advertising initiatives, and in any media now or hereafter known (for so long as such User Content is stored with us). You agree the Licensed Parties may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, monetize, alter and/or edit your User Content in any manner in their sole discretion. Except as part of our Monetization Program and subject to our Monetization Policies, you will not receive any compensation of any kind for the use of User Content, Output or products or services derived from User Content and/or Output. This license you grant to PalUp lasts for as long as User Content is protected by intellectual property rights.

Furthermore, if you submit or connect any links to third-party platforms or content sources (such as social media accounts, podcasts, or external media libraries), you grant PalUp and the Licensed Parties the right to access, retrieve, and use any publicly available content from those sources on an ongoing basis, including any new or updated content that becomes available after the time of submission or connection. This includes, but is not limited to, the use of web scraping, crawling, or other automated or manual technologies to collect updated content such as new social media posts, podcast episodes, or other public media that originates from the connected source. You represent and warrant that you have the full right and authority to grant such access and license, and that such use by PalUp does not and will not infringe the rights of any third party or violate any applicable terms, laws, or policies of those third-party platforms.

To the extent your User Content includes your name, image, likeness, voice, persona, signature, brand elements, or other indicia of identity or publicity rights (collectively, “Personal Attributes”), or any trademarks, service marks, logos, trade names, or other brand identifiers owned or controlled by you (collectively, “Marks”), you hereby grant PalUp and the Licensed Parties a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, transferable, sublicensable, and unrestricted license to use, reproduce, display, perform, adapt, modify, distribute, and create derivative works incorporating your Personal Attributes and Marks for the purpose of operating, promoting, and improving the Services. You represent and warrant that you have all rights, licenses, and authority necessary to grant this license, including where applicable, ownership or authorized rights in any registered or unregistered trademarks.

By posting or submitting User Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for such User Content. You agree that such User Content, including but not limited to Third-Party Materials, will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Services, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, and usage data.  Except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you (i) have no right to receive any income or other consideration from any User Content, Output, or your use of any musical works, sound recordings or audiovisual clips made available to you on or through the Services, including in any User Content created by you, and (ii) are prohibited from exercising any rights to monetize or obtain consideration from any User Content, Output or on any Third-Party Materials, unless otherwise permitted under our Monetization Program, or unless such monetization occurs independently on third-party platforms (e.g., YouTube, Instagram) in accordance with their respective terms and policies, which PalUp does not control or claim any rights to. 

6. Sharing and Publication

To mitigate the potential risks associated with AI-generated content, we have established the following policy on permissible sharing:

• Manually review your User Content and each Output before sharing or while streaming.
• Clearly indicate that the content is AI-generated in a manner that no user could reasonably miss or misunderstand.
• Do not share User Content or Output that violates our Terms, the Platform Guidelines or any other PalUp rules or guidelines, that may offend others or spread misinformation.

PalUp reserves the right to request the deletion of the User Content and Output that you have shared on other platforms, at our sole discretion and for whatever reason.

7. Copyright 

Copyright is a legal right that protects original works of authorship. The laws in certain jurisdictions recognize exceptions to copyright infringement and permit the use of copyrighted works under certain circumstances without authorization. 

PalUp does not allow any User Content that infringes copyright. The use of copyrighted content of others without proper authorization or legally valid reason is a violation of these Terms. We reserve the right, at any time and without prior notice, at our discretion, to remove or disable access to AI Agents or User Content that infringe another person's copyright, to ban an User Account who repeatedly commits copyright infringement, and to refuse any User Account holder whose User Account was used for copyright infringement or other improper activities from registering a new PalUp User Account. 

If you believe that any AI Agents, User Content, posts, profiles, text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”) either through the “Reporting” system in our Apps, or via email. To do so, please send an email to DMCA@palup.ai with the Subject Line “DMCA Notice”, and include the following:

• Identify the copyrighted work that you claim has been infringed;
• Identify the material or link on our Services that you claim is infringing your copyrighted work;
• Provide your full legal name, company affiliation, mailing address, telephone number, and email address; and
• Include in the body of your notice the following statement, followed by your electronic or physical signature: “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

We will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. We will terminate our user’s access to and use of our Services if, under appropriate circumstances, the alleged user is determined to be a repeat infringer of the copyrights or other intellectual property rights of PalUp or others. We reserve the right to refuse any account holder whose User Account was used for improper activities from opening a new User Account on PalUp. 

8. Subscription Services Terms

With your consent, we may charge you fees to access or use certain features of our Services, including subscription plans (such as the PalUp Plus Plan), AI Agents memberships, and other services may be offered by PalUp (“Subscription Services”). You are responsible for paying any applicable fees associated with the Subscription Services you select. We may change our prices for various Subscription Services from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase. NOTWITHSTANDING THE FOREGOING, IF YOU ARE A RESIDENT FROM THE EU, ANY PRICE INCREASE FOR AN ACTIVE SUBSCRIPTION SERVICE REQUIRES YOUR CONSENT. You may not rent, transfer, assign, resell or sublicense access to the Subscription Services to any third-party.

a. Subscription Terms

Your subscription begins and the subscription agreement is concluded as soon as your initial payment is processed. Your subscription will automatically renew each billing period, depending on the Subscription Services you elected, without notice to you unless required by applicable law, until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) until you cancel. We will automatically charge you the then-current rate for your plan, plus applicable taxes. If your primary payment method fails, you authorize us to charge any other payment method in your User Account. If you have not provided us with a backup payment method(s) and you fail to provide payment, or if all payment methods in your User Account fail, we may suspend your subscription. You can edit your payment information anytime in your User Account. UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR SUBSCRIPTION SERVICES WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE INCLUDING ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU. WHERE REQUIRED BY APPLICABLE LAW, OR AT OUR DISCRETION, WE WILL PROVIDE YOU WITH NOTICE PRIOR TO THE RENEWAL OF YOUR SUBSCRIPTION.

b. Subscription Plans and Fees

Our Subscription Services allow you to subscribe membership to AI Agents you would like to access (“Membership”), or to extend messaging limits with such AI Agents (“PalUp Plus”). The content, features, and other services provided as part of the Subscription Services, as well as the duration of access, will be described during the order process. We may update or modify the content, features, and other services from time to time, and we do not guarantee that any specific content, feature, or service will always be available through the Subscription Services.

You are responsible for paying any applicable fees listed for the Subscription Services as shown on the subscription page. From time to time we may offer different subscription plans that have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. 

We may also offer free trials, special promotional offers, plans or subscriptions (“Offers”). Offer eligibility is determined by PalUp at its sole discretion and we reserve the right to revoke an Offer and put your User Account on hold in the event that we determine you are not eligible. You may not create more than one User Account to benefit from the free trial. If we believe you are not using the free trial in good faith, we may charge you standard fees or stop providing access to the Subscription Services.

The Subscription Service is non-transferable between PalUp User Accounts. Each purchase of a Subscription Services applies to a single PalUp User Account, meaning that your purchase will apply solely to the User Account you were using when you purchased the Subscription Services and will not apply to other User Accounts that you may have access to, or control over. If you have or control multiple User Accounts and you want access to the Subscription Services on each User Account, you must purchase a Subscription Services on each User Account individually. All fees are in the currency shown when you sign-up for our Subscription Service.

c. Payment Processing

We may use a third-party payment processor, such as Stripe, to process your payment information, including your payment card data. Be aware that you may be subject to the third-party processor’s terms and your information may be subject to the third party processor’s privacy practices. PalUp will not be responsible or liable for any errors or delays made by a payment processor, Stripe, Apple’s App Store, your bank, your credit card company, and/or any payment network.

We offer various payment options that may vary by Subscription Service, your device and/or operating system, your geographic location, or other factors. To the extent available, these payment options may include the ability to use “In-app payment” functionality offered by Apple, or to make a web payment using PalUp’s third party payment processor, such as Stripe. We reserve the right to update and modify the accepted payment methods at our discretion, with prior notice to users. You acknowledge that the availability of certain payment methods may be subject to change and agree to comply with the payment instructions provided by PalUp at the time of subscription.

When you make a payment, you explicitly agree: (i) to pay the price listed for the specific Subscription Services you chose, along with any additional amounts relating to applicable taxes, credit card fees, bank fees, foreign transaction fees, foreign exchange fees, and currency fluctuations; and (ii) to abide by any relevant terms of service, privacy policies, or other legal agreements or restrictions (including additional age restrictions) imposed by Apple or PalUp’s third party payment processor in connection with your use of a given payment method, including Stripe. For some payment methods, the issuer may charge you certain fees, including processing fees. Check with your payment method service provider for details. PalUp is not responsible for those fees.

PalUp may share your payment information with payment service providers to process payments; prevent, detect, and investigate fraud or other prohibited activities; facilitate dispute resolution such as chargebacks or refunds; and for other purposes associated with the acceptance of credit and debit cards. It is your responsibility to make sure your banking, credit card, debit card, and/or other payment information is up to date, complete and accurate at all times. If you make a payment for a Subscription Service, we may receive information about your transaction such as when it was made, when a subscription is set to expire or auto-renew, what platform you made the purchase on, and other information.

d. Cancellation; Effect of Cancellation

You can cancel your Subscription Service anytime via your User Account page or by contacting support@palup.ai. If you cancel your Subscription Service before the end of the current subscription period, we will not refund any subscription fees already paid to us. This does not affect any cancellation rights you may have under applicable laws. Following any cancellation, however, you will continue to have access to the provided Services through the end of your current subscription period. Unless you are a resident of the EU, if you purchased your Subscription Services using Apple’s in-app purchasing, you may only cancel your subscription via the Apple App Store, which can be accessed within your PalUp settings once you have logged into the PalUp iOS App. Unless you are a resident of the EU, if you purchased your Subscription Services using Google’s in-app purchasing, you may only cancel your subscription via the Google Play Store, which can be accessed within your PalUp settings once you have logged into PalUp for Android App. RESIDENTS OF THE EU DO NOT HAVE A STATUTORY RIGHT TO WITHDRAW UNDER LOCAL LAW AS THE SUBSCRIPTION SERVICE SERVICES COMMENCE IMMEDIATELY AFTER THE SUBSCRIPTION AGREEMENT IS CONCLUDED.

e. Refund

Subscriptions and any other purchases are non-refundable, unless otherwise indicated or required by applicable law. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our subscribers (“Refund”). The amount and form of such Refund, and the decision to provide them, are at our sole and absolute discretion. The provision of Refund in one instance does not entitle you to Refund in the future for similar instances, nor does it obligate us to provide Refund in the future, under any circumstance. If you would like to request for a Refund, please submit the Refund request when you cancel the Subscription Services. If you signed up via Apple, you’ll need to get in touch with Apple support to request a refund for your paid Subscription Services. Apple’s refund policy will apply. 

f. Availability

The Subscription Service may occasionally have limited availability. In such cases, users can join a waitlist and will be notified once the Subscription Service becomes available. PalUp makes no promises as to the availability. Even when you are on a waitlist, your access to the Subscription Service is not guaranteed.

g. Free Trial

From time to time, we may offer free trials of various Subscription Services. Unless you cancel the Subscription Services prior to the end of your free trial period, you will automatically become a paying user for the Subscription Services you selected at the time of entering the free trial. The payment method that you provided will automatically be charged the current fee of your Subscription Services unless you cancel before the next billing cycle. If you wish to cancel or modify your Subscription Services after the end of your free trial period or at any time during your subscription period, you may do so by logging into your User Account page and following the cancellation or modification instructions at least one day before the next billing cycle.

UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL, MODIFY, OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND THAT YOUR SUBSCRIPTION SERVICES WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES, USING ANY PAYMENT METHOD WE HAVE ON RECORD FOR YOU. WHERE REQUIRED BY APPLICABLE LAW, OR AT OUR DISCRETION, WE WILL PROVIDE YOU WITH NOTICE PRIOR TO THE RENEWAL OF YOUR SUBSCRIPTION.

9. Privacy

Please read the Privacy Policy to understand how PalUp collects, uses, and discloses personal information from its users. The Privacy Policy also contains important information about how we may communicate with you.

10. Third Party References/Hyperlinks

Our Services, including Outputs, may link you to other websites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other websites are not under the control of PalUp, and you acknowledge that PalUp is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link in our Services does not imply endorsement of the third party website or any association with its operators.

11. No High Risk Use and Safe Use

You understand that, by using the Services, you may be exposed to a variety of hazards and risks, foreseen or unforeseen, including risks that arise as a result of using any products or services. You understand that injuries or damages could occur by natural causes or activities of other persons, whether as a result of negligence or otherwise. To the fullest extent permitted by applicable law, you voluntarily assume all risk of loss, damage, and injury to person or property that may arise from, or that is related to, your use of the Services, whether such risk is known or unknown to you.

The Services are not designed for use in hazardous or high-risk environments requiring fail-safe controls, including operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support, combat operations, or weapons systems. You shall not use the Services for or in connection with any high-risk environment. You further agree not to use the Services in an unsafe manner, including while driving, walking, or otherwise without your full attention where risk to you or others may arise or result.

While using the Services, avoid situations that could cause you to trip and fall, like uneven terrain, or obstacles that you could collide with. PalUp shouldn’t be used near roadways or areas where moving objects present a collision risk. Never use our Services while operating a moving vehicle, bicycle, heavy machinery, or in any other situations requiring attention to safety.

12. Safety

While we strive to maintain a safe environment for all users, we cannot guarantee absolute safety. By using our Services, you agree to adhere to these Terms and any additional policies provided by PalUp to uphold the safety of the Services. Furthermore, you agree not to use our Services in any manner that would violate applicable laws.

In the event of non-compliance, we reserve the right to take appropriate actions, including but not limited to:

• Removing offending User Content;
• Terminating or limiting the visibility of your User Account;
• Retaining data pertaining to your User Account in accordance with our data retention policies; and
• Notifying relevant third parties and providing them with information regarding your User Account.

These measures may be implemented to safeguard the well-being of our users, investigate and rectify potential violations of our Terms, and address any instances of fraud or security threats.

13. Disclaimer of Warranties

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. PALUP ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR HARM, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY FROM YOUR ACCESS TO, USE OF, OR BROWSING THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SERVICES. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES.

WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, PALUP, ITS AFFILIATED ORGANIZATION, AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SERVICES, AND HEREBY DISCLAIM, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCTS OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITES OR THE APPS OR IN CORRESPONDENCE WITH PALUP OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE SERVICES ARE PROVIDED BY PALUP “AS IS”, EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND PALUP OR ITS LICENSORS OR SUPPLIERS. TO THE EXTENT SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

14.  Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PALUP AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF OPPORTUNITY, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, (ii) ANY CONDUCT BY OR CONTENT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, INFRINGING, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES, (iii) ANY CONTENT OBTAINED FROM THE SERVICES, (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, (v) ACTIONS APPROVED BY YOU WITHIN THE USE OF OUR SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PALUP EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID TO PALUP IN RELATION TO THE USE OF THE SERVICES, IF ANY, IN THE PAST SIX MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT, OR OTHERWISE, AND WHETHER OR NOT PALUP HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE.

15.  Indemnification

You agree, to the fullest extent permitted by applicable law, to defend, indemnify, and hold harmless PalUp, its affiliated companies, and their respective employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from (a) your breach of any provision of these Terms, the Platform Guidelines and any other PalUp rules or guidelines; (b) your activities in connection with our Services; or (c) the User Content or other information you provide to us through the Services. PalUp reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with PalUp defense of such claim.

16.  Dispute Resolution 

These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. Any disputes, actions, claims or causes of action arising out of or in connection with these Terms of Service or the Services (“Disputes”) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”), in accordance with the Rules of the SIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of you and PalUp (the “Arbitrator”). If you and PalUp are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of SIAC in accordance with the Rules. The seat and venue of the arbitration shall be Singapore, in the English language and the fees of the Arbitrator shall be borne equally by you and PalUp, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The law governing this arbitration agreement shall be the laws of the Republic of Singapore.

You and PalUp agree that any Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. If a party seeks public injunctive relief and such relief is not available in arbitration, the parties agree to sever that claim and litigate it in court after completing arbitration of all other claims. This clause does not prevent either party from participating in a class-wide settlement. You and PalUp knowingly and irrevocably waive any right to a trial by jury in any action, proceeding, or counterclaim.

17. Data Charges and Mobiles Phones

You are responsible for any mobile charges that you may incur for using our Services. This includes data charges and charges for messaging, such as SMS, MMS, or other messaging protocols or technologies. To learn more about such charges, request more information from your service provider before using the Services. We are not liable for delayed or undelivered messages. Please contact your service provider for details.

If you change or deactivate the mobile phone number that you used to create an User Account, you must update your account information through Settings within 72 hours to prevent us from sending messages intended for you to someone else.

18. Confidentiality

“Confidential Information” means all nonpublic information disclosed by PalUp, its affiliates, business partners, or their respective employees, contractors, or agents that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to PalUp’s or its affiliates’ or business partners’ technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (b) third-party information that PalUp is obligated to keep confidential; and (c) the nature, content, and existence of any discussions or negotiations between you and PalUp or its affiliates. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to you at the time of your receipt from PalUp; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information. 

You may use Confidential Information only as necessary in connection with your use of the Services as permitted under these Terms, and you shall not disclose Confidential Information during the term of these Terms or for five years thereafter. Notwithstanding the foregoing, if any Confidential Information constitutes a trade secret under applicable law, you shall protect the confidentiality of such information for so long as it remains a trade secret. You will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

19. Miscellaneous

a. No Waiver

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

b. Severability

If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

c. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by PalUp without restriction.

d. Entire Agreement

These Terms (including the PalUp Platform Guidelines and the PalUp Monetization Policies  referenced herein) reflect the entire agreement between the parties related to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties.

e. No Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights, except as expressly outlined in these Terms.

f. Force Majeure

Neither PalUp nor you will be liable due to any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include, but are not limited to: denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, embargoes, and governmental action.

g. Notices and Consent to Electronic Communications

When you visit our Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may withdraw your consent to receive communications electronically by writing to us at "Attn: Electronic Communications Delivery Policy, support@palup.ai. If you fail to provide or if you withdraw your consent to receive communications electronically, PalUp reserves the right to either deny your application for a User Account, restrict or deactivate your User Account, close your User Account, or charge you additional fees for paper copies.

20. Termination

These Terms apply to you starting on the date you first access or use the Services and continue until we terminate the Terms, or until you stop using our Services (which includes, but is not limited to, your voluntary request to delete your account).

In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to the Services or any of its features at any time with or without notice and with or without cause, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. In the rare event that we decide to discontinue a particular Service you have paid for, we will either fulfill the Services for the duration of the specific term that you paid for, or offer you a refund for the Services that were not yet rendered at our sole discretion.

Upon any such termination, (i) you must destroy all Material obtained from the Services and all copies thereof; (ii) you will immediately cease all use of and access to the Services; (iii) we may delete or disable access to any of your User Content at any time; and (iv) if you are a participant in our Monetization Program, you will no longer be entitled to receive any further or accrued revenue share from the program. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use our Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur. Your use of the Services after termination will be a violation of this section, which survives any termination.

The provisions of these Terms concerning protection of intellectual property rights, prohibited use, user submitted content, disclaimers, limitations of liability, indemnity, confidentiality and dispute resolution, as well as any other provisions that by their nature should survive, shall survive any such termination.

21. Change To Terms

Subject to applicable laws, we may revise these Terms from time to time where we have a valid reason for doing so (including to improve the Services or to comply with changes in the law) and where required by applicable law, notify you in advance of such revisions, and the most current version of the Terms will be available on the Services and will govern our relationship with you. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not accept any revisions to these Terms, you should discontinue using the Services. Notwithstanding the foregoing, if you are a resident of the EU, the revised Terms shall not become binding upon you before you have consent thereto.

22. Contact Us

If you need to contact us for any reason, you can email us at support@palup.ai.