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 Playsee Pte. Ltd and its affiliates (“PalUp,” “we,” “us” and “our”), including websites located at https://palup.ai (“the Site”), the PalUp mobile applications (the “App”), the subscription plans (the “Plan(s)”), 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 and Apps, subscribing to the 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 USER RULES, 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 SERVICE 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 Service.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS IF YOU ARE LOCATED OUTSIDE THE EU. IN SUCH CASE, YOU AND PalUp AGREE THAT, EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND PLAYSEE WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS EXPLAINED IN THAT ARBITRATION CLAUSE.

  1. USING OUR SERVICES

  1. General Informational Purposes Only

The Services and the information on it or generated from your interaction with the artificial intelligence based personal chatbot service are for general informational purposes only. Material (defined below) on our Services and Output (defined below) generated and returned by our Service 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.

  1. 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.

  1. Age Restriction and Representation

You may only use the Service 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 Service, including your name, username, likeness, personal characteristics, images, video, audio, and voice (collectively, “”), is provided subject to these Terms;
  • your use of the Service and your use of features and services available on the Service do not violate any applicable laws or regulations; and
  • you will comply with the rules governing prohibited uses in Section 3 and User Content in Section 5 below.

  1. User Accounts

You can visit and browse the Service as a guest without registering an User Account, but you will not be able to access some features or subscribe to premium 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 Service, 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.

  1. Avatar and Avatar Marketplace

If you subscribe to our premium plans you may create artificial intelligence generated chatbots via the Services by providing your inputs on appearance, personality and knowledge base (“Avatar(s)”), and you can share access to the personalized versions of Avatars on PalUp’s Marketplace. If you create and share your personalized Avatars in the Marketplace, 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 Avatar 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 Avatar as well as any Output that is based on your User Content and configurations.
  • You will ensure all information you publish about your Avatar is, at all times, complete, accurate, and not misleading.
  • Your Avatar complies with these Terms, the User Rules and any other PalUp rules or guidelines, and any applicable local, state, national or international law.
  • By publishing the Avatar in the Marketplace or sharing your Avatar with others, you agree to the license grant provisions in Section 5(b); and you also grant other users to subscribe to your Avatar a non-exclusive right to use, display or perform your Avatar in accordance with these Terms.  
  • That PalUp may reject or remove your Avatar from our Marketplace at any time, such as for legal or security reasons or if your Avatar violates these Terms, the User Rules and any other PalUp rules or guidelines.

If you use and connect with Avatars in the Marketplace created by other users, you understand and acknowledge that:

  • You must be at least 18 years old.
  • Except where PalUp is identified as the creator of an Avatar ("Default Avatars"), Avatars are created by other users and may rely on content or third-party applications that are not controlled by PalUp.
  • Use of an Avatar created by other users does not imply that PalUp created, supports or endorses said Avatar. You should only use Avatars you know and trust.
  • You will report an Avatar that violates these Terms, the User Rules and any other PalUp rules or guidelines using our reporting feature within our Services.
  • PalUp and creators of Avatars can remove Avatars at any time for any reason without prior notice.
  • THE AVATARS IN THE MARKETPLACE 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 AS DESCRIBED IN SECTION 14 BELOW, 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 THIS APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  • YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU USE THE AVATARS AT YOUR OWN RISK AND PalUp SHALL HAVE NO LIABILITY ARISING OUT OF YOUR USE OF THE AVATARS.

  1. PERSONALIZED OUTPUTS

PalUp uses artificial intelligence (AI) to provide you with personalized responses based on your User Content and what we infer about you from the use of our Service. You may provide input to PalUp (“Input”), and receive output generated and returned based on the Input (“Output”). To the extent your Input includes personal information, such information is subject to our Privacy Policy. For clarity, Generative Content also qualifies as User Content. 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.

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 of study. We are constantly working to improve our Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts.  You should not rely on any Outputs without independently confirming their accuracy.  Outputs may contain material inaccuracies even if they appear accurate because of their level of detail or specificity. You should evaluate the accuracy of any Output as appropriate for your use case, including independently confirming their accuracy and by using human review of the Output. All opinions or statements expressed in the Output do not reflect the opinions of PalUp. The Output may contain reference to third-party products or services, and the inclusion of such reference in the Output does not imply PalUp’s endorsement of the third-party products or services, or imply any association between PalUp and third-party operators.  

  1. 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 reasonable 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 Content 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 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 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 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;
  • 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 Content in whole or in part, including, without limitation, creating any frames at any other 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 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 train any artificial intelligence or machine learning algorithms or models; 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.

  1. OUR INTELLECTUAL PROPERTY RIGHT

  1. PalUp Material

You acknowledge and agree that all names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs and other content appearing in or on the Services (“Material”) are protected intellectual property of, or used with permission or under license by PalUp and/or its licensors. Such Material may be protected by copyright, trademark, patent or other proprietary rights and laws. This includes the entire Material of the Service, copyrighted and protected as a collective work. All intellectual property rights associated with the Service, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title or interest in any Material by accessing or using the Service. Any rights not expressly granted herein are reserved and retained by PalUp and its affiliates, parents, and subsidiaries.

  1. License Granted by PalUp

Subject to your compliance with these Terms, PalUp offers you a limited, non-exclusive, non-transferable, non-sub licensable license to access the Services and to access, download, and make personal and non-commercial use of Material available on through the Services. Except as expressly authorized by PalUp, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such Material. For information on requesting such permission, please contact us using the contact information listed in the “Contact Us” section.

You may only use the Services and Material as permitted by law. To use Material under such an exception, you must (1) keep any copyright, trademark, or other proprietary notices intact, (2) use such Material pursuant to any licenses associated with such Material, (3) not copy or post such Material on any networked computer or broadcast it in any media, (4) make no modifications to any such Material, and (5) make no additional representations or warranties relating to such Material. 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 Service or the Material. PalUp reserves the right to refuse service, terminate accounts, and/or cancel subscription in its discretion, including, without limitation, if we believe that user conduct violates these Terms, violates applicable law or is harmful to our interests.

  1. Open Source

Certain software code incorporated into or distributed with the App 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.

  1. USER CONTENT

  1. 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 Service, including Avatars (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 User Content protected by copyright, trademark or other proprietary rights of any third party without the express written permission of the owner of such right(s). You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from such User Content. 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.

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. PalUp may access, review, screen, and delete your User Content at any time and for any reason, including to provide and develop the Service 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.

  1. License Granted by You

By submitting, displaying, posting, publishing or uploading any User Content, including information, text, graphics or other materials, you 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 and unrestricted right and license to use, modify, publicly perform, publicly display, reproduce, create derivative works from, distribute, host, store, run, adapt, edit, translate, and/or otherwise use such User Content in any manner to be determined in the Licensed Parties’ sole discretion, 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. The Licensed Parties may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit your User Content in any manner in their sole discretion. Except for Avatars, which you may receive Credits as described in Section 8 below, you will not receive any compensation of any kind for the use of User Content. In addition, you grant PalUp a non-exclusive license to use any User Content for research or academic purposes, where PalUp may redistribute, publish, or cause the publication of anonymized copies of User Content in research papers or academic papers. This license you grant to PalUp lasts for as long as User Content is protected by intellectual property rights.

  1. 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, including each Output, before sharing or while streaming.
  • Attribute the content to PalUp.
  • Clearly indicate that the content is AI-generated in a manner that no user could reasonably miss or misunderstand.
  • Do not share User Content that violates our Terms, that may offend others or spread misinformation.

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

  1. COPYRIGHT INFRINGEMENT NOTICES

It is our policy to expeditiously respond to notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”). If you believe that material located on or linked to by us violates your copyright, you are encouraged to notify us in accordance with the Digital Millennium Copyright Act. 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.

  1. SUBSCRIPTION PLAN TERMS

With your consent, we may charge you fees to access or use certain exclusive features of our Services (“Subscription Services”). You are responsible for paying any applicable fees associated with the subscription plan you select. We may change our prices for various subscription plans 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 PLAN REQUIRES YOUR CONSENT. You may not rent, transfer, assign, resell or sublicense access to the Subscription Services to any third-party.

  1. 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 plan 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 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 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 PLAN 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 THIS AGREEMENT.

  1. Subscription Plans and Fees

Our Subscription Service allows you to create and maintain an Avatar, providing a foundation for ongoing customization and care. To further engage with your Avatar, additional Credits can be purchased separately. These Credits, which are not part of the subscription, are consumed each time you interact with your Avatar and are available as one-off purchases based on your needs. 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 account on hold in the event that we determine you are not eligible. You may not create more than one 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 accounts. Each purchase of a Subscription Plan applies to a single PalUp account, meaning that your purchase will apply solely to the account you were using when you purchased the Subscription Plan and will not apply to other accounts that you may have access to, or control over. If you have or control multiple accounts and you want access to the Subscription Services on each account, you must purchase a Subscription Plan on each account individually. All fees are in the currency shown when you sign-up for our Subscription Service.

  1. Payment Processing

We may use a third-party payment processor 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 made or delays by a payment processor, Apple’s App Store or the Google Play 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 Google or Apple, or to make a web payment using PalUp’s third party payment processor. 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 Plan 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 Google, Apple, or PalUp’s third party payment processor in connection with your use of a given payment method. 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.

  1. 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 Plan 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 Plan 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.

  1. 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 ("Credits"). The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances, nor does it obligate us to provide Credits in the future, under any circumstance.

  1. 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.

  1. Free Trial

From time to time, we may offer free trials of various Subscription Plans. Unless you cancel the Subscription Plan prior to the end of your free trial period, you will automatically become a paying user for the Subscription Plan 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 Plan unless you cancel before the next billing cycle. If you wish to cancel or modify your Subscription Plan 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 PLAN 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 THIS AGREEMENT.

  1. PURCHASE TERMS

You may purchase additional Credits to interact with and enhance your experience on our platform. Credits are available for one-time purchase and are not part of any subscription plan. Credits allow you to unlock specific features, tools, or services within our platform. By purchasing Credits, you acknowledge and agree to the following terms:

  1. Refund

Credits are non-refundable and non-transferable, unless required by applicable law. Once Credits are purchased, they cannot be exchanged or converted back into currency or other forms of payment.

  1. Expiration

Credits may have an expiration date as specified at the time of purchase or as communicated by us. After the expiration date, any remaining Credits will be forfeited and will not be redeemable for services or products.

  1. Usage

Credits can only be used within your PalUp account and cannot be transferred, resold, or assigned to other users or accounts. Each purchase of Credits applies solely to the account on which the purchase was made.

  1. Pricing and Adjustments

We reserve the right to modify the pricing of Credits at any time. However, any price changes will not affect previously purchased Credits. If any promotional offers or discounts are available, they will be applied only to new purchases.

  1. Payment and Processing

Payments for Credits or any other purchases on our platform are processed via a third-party payment processor. You are responsible for any taxes, bank fees, credit card fees, foreign transaction fees, or other charges related to the purchase. By purchasing Credits, you agree to abide by any additional terms set forth by our payment processors, Apple’s App Store, Google Play Store, or your payment service provider.

  1. No Obligation for Future Offers

We may offer promotional deals or limited-time offers for Credit purchases. However, you are not entitled to receive any future promotions, discounts, or special offers unless expressly provided. The availability of any such offers is at PalUp’s sole discretion.

  1. Purchase Confirmation and Communication

Upon completion of any purchase, we will send an email confirmation to the address associated with your PalUp account. You are responsible for ensuring that your contact information is accurate and up to date. If the email address provided is incorrect or if you do not receive the confirmation email due to incorrect information, we will not be liable for any resulting issues.

  1. Cancellation of Purchases

Credit purchases are final and cannot be canceled or refunded once the transaction is completed, unless otherwise required by applicable law. If you encounter any issues with your purchase, please contact our support team at support@palup.ai. 

  1. 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.

  1. 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.

  1. 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.

  1. 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 Service 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 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.

  1. 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 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.

  1.  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 SERVICE, (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 SERVICE, (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.

Nothing in these Terms affects your statutory rights. IF YOU ARE A RESIDENT FROM THE EU OR THE UK, THE EXCLUSION OF OR LIMITATIONS OF OUR LIABILITY OR ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER MAY NOT APPLY TO YOU. For those users, if PalUp fails to comply with these Terms, PalUp is responsible for injuries to life or health or for loss or damage you suffer as a result of PalUp’s intentional or gross negligent breach of these Terms or for loss or damage that is a foreseeable result of PalUp’s slight negligence breach of these Terms, but PalUp in such case shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or it was contemplated by you or PalUp at the time we entered into these Terms.

  1.  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; (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.

  1.  DISPUTE, ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION 16 DOES NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THE EU.

“Disputes” means any dispute, action, controversy, or claim arising out of or relating to any aspect of these Terms, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal or equitable basis and regardless of whether a claim arises during or after the termination of these Terms.

  1. Initial Dispute Resolution

We want to address your concerns without needing a formal legal case. Most concerns may be quickly resolved in this manner. For any Dispute with the PalUp services, you agree to first contact us by email at legal@PalUp.ai or by mail at Playsee Pte. Ltd., 12 MARINA VIEW, #12-05, ASIA SQUARE TOWER 2, SINGAPORE, to attempt to resolve the Dispute with us informally regarding any concerns you may have about your use of the Services. Your Notice of Dispute must be individual to you and must include, as applicable, your name, your email address, and your residential address. The Notice of Dispute also must explain the facts of the Dispute as you understand them and tell us what you want us to do to resolve the issue. You agree to use best efforts to settle any Dispute, claim, question, or disagreement directly through consultation and good faith negotiations, and you agree that a Notice of Dispute containing all of the information required above, followed by at least sixty (60) days of good faith negotiation, shall be a precondition to either party initiating a lawsuit or arbitration. A Notice of Dispute will not be valid unless it contains all of the information required by this paragraph. If you commence an arbitration without having previously provided a valid and compliant Notice of Dispute, you and we agree that the applicable arbitration provider (or the arbitrator, if one has been appointed) must suspend the arbitration pending compliance with this paragraph. You and we authorize the arbitration provider or the arbitrator to decide summarily whether the party that commenced an arbitration complied with these notice requirements, relying solely on this Agreement and the Notice of Dispute provided (if any). All statutes of limitation shall be tolled while the parties engage in the informal Dispute resolution process required by this paragraph.

  1. Agreement to Binding Arbitration

In the unlikely event that we do not reach an agreed upon solution within a period of sixty (60) days from the time informal Dispute resolution is pursued pursuant to Section 13(a) above, then either you or we may initiate binding arbitration. Except for any Disputes excluded below in Section 13(d), or in the event of a Mass Arbitration (as defined below) as described in Section 13(e), all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Unless you and Playsee agree otherwise, the arbitration will be conducted in the county where you reside; but the arbitration may be conducted through, and the parties may attend via video conference, telephonic hearing, or document submission.

Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250) and the claim is found to be non-frivolous, we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration, other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. Either party may make a request that the arbitrator award attorneys’ fees and costs upon showing that the other party has asserted a claim, cross-claim, defense, or procedural tactic that is groundless in fact or law, brought in bad faith, for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the JAMS Rules. We will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law. You understand that, absent this mandatory provision, you would have the right to sue in court and have a jury trial. You further understand that the right to discovery may be more limited in arbitration than in court.

  1. Class Action and Class Arbitration Waiver

You and PalUp each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 14(b) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Disputes. If there is a final determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy will be severed and may be brought in a court of competent jurisdiction, but the waiver contained in this paragraph shall be enforced in arbitration on an individual basis as to all other claims, causes of action or requested remedies to the fullest extent possible. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator. If a court or arbitrator decides that any part of this Agreement to Binding Arbitration cannot be enforced as to a particular request for public injunctive relief, then that request for public injunctive relief (and only that request for public injunctive relief) must be brought in court and must be stayed pending arbitration of the arbitrable remedies.

  1. Exceptions

Notwithstanding the parties’ agreement to resolve all Disputes through arbitration, either party may seek relief (i) in a small claims court for Disputes or claims within the scope of that court’s jurisdiction, and (ii) any Disputes relating to intellectual property rights, obligations, or any infringement claims.

  1. Exception—Mass Arbitration Before NAM

Notwithstanding the parties’ decision to have arbitrations administered by JAMS, in the event 25 or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact, and counsel for the parties submitting the demands are the same or coordinated, you and we agree that the demands will constitute a “Mass Arbitration.” If a Mass Arbitration is commenced, you and we agree that it shall not be governed by the JAMS Rules or administered by JAMS. Instead, a Mass Arbitration shall be administered by National Arbitration & Mediation (“NAM”), a nationally recognized arbitration provider, and governed by the NAM rules in effect when the Mass Arbitration is filed as modified by this Agreement, including the NAM Mass Filing Supplemental Dispute Resolution Rules, but excluding any rules that permit arbitration on a class-wide basis (collectively, the “NAM Rules”). The NAM Rules are available at www.namadr.com or by calling 1-800-358-2550. Notwithstanding anything to the contrary above, you and we agree that if either party fails or refuses to commence the Mass Arbitration before NAM, you or we may seek an order from a court of competent jurisdiction compelling compliance with this agreement and compelling administration of the Mass Arbitration before NAM. Pending resolution of any such requests to a court, you and we agree that all arbitrations comprising the Mass Arbitration (and any obligation to pay arbitration fees) shall be stayed. You and we acknowledge that either party’s failure to comply with this paragraph would irreparably harm the other, and you and we agree that a court may issue an order staying the arbitrations (and any obligation to pay arbitration fees) until any disagreements over the provisions of this paragraph are resolved by the court.

  1. 30 Day Right to Opt-Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 14(b) and 14(c) by sending written notice of your decision to opt-out by emailing us at legal@palup.ai. The notice must be sent within thirty (30) days of your first use of the Services, or the effective date of the first set of Terms containing an Arbitration and Class Action and Class Arbitration Waiver section otherwise you shall be bound to arbitrate Disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

  1. Term for Cause of Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

  1. Exclusive Venue for Litigation

To the extent that the arbitration provisions set forth in Section 14(b) do not apply or if you have opted out of arbitration, you agree that any litigation shall be filed exclusively in state or federal courts located in Los Angeles County, California (except for small claims court actions which may be brought in the county where you reside). In the event of litigation relating to these Terms or the Services, you agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law. Further, if you are not a resident of the United States, you and Playsee agree to resolve all Disputes exclusively in a Court of Competent Jurisdiction. In these Terms, a Court of Competent Jurisdiction means: (a)Taipei District Court, Taiwan (R.O.C.), or (b) only if you are a consumer of the European Economic Area or the United Kingdom, your local courts.

  1. Governing Law and Rules

These Terms and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, exclusive of conflict or choice of law rules. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to these Terms, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to these Terms, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of these Terms) with respect to any final award in an arbitration arising out of or related to these Terms.

  1. Arbitration Agreement Survival

This Arbitration Agreement will survive the termination of your relationship with Playsee, including any revocation of consent or other action by you to end your participation in the Service or any communication with PalUp.

  1.  NOTICE TO CALIFORNIA AND NEW JERSEY RESIDENTS

  1. California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: The provider of the Services is Playsee Pte. Ltd., 12 MARINA VIEW, #12-05, ASIA SQUARE TOWER 2, SINGAPORE. To file a complaint regarding the Services or to receive further information regarding use of the Services, please send a letter to the above address or contact us via e-mail at legal@palup.ai with “California Resident Request” as the Subject Line. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.

  1. New Jersey Residents

If you are a consumer residing in New Jersey, solely to the extent that your rights as a consumer residing in New Jersey render them unenforceable under New Jersey law, the following sections of this Terms do not apply to you and do not limit any rights that you may have: (a) Disclaimer of Warranties; (b) Limitation of Liability; (c) Dispute Resolution, and (d) Indemnification.

  1. DATA CHARGES AND MOBILE 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 account, you must update your account information through Settings within 72 hours to prevent us from sending messages intended for you to someone else.

  1. MISCELLANEOUS

  1. 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.

  1. 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.

  1. 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.

  1. Entire Agreement

These Terms 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.

  1. No Third-Party Beneficiaries

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

  1. 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.

  1. 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.

  1. Governing Law for Customers from the EU

If you are a resident of the EU, these Terms and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, exclusive of conflict or choice of law rules, whereas the foregoing shall not affect your mandatory statutory rights applicable in the country in which you are located, or your right to take action to enforce those rights.

  1. 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.

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; and (iii) we may delete or disable access to any of your User Content at any time. 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 har

Updated on 2024/10/01

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