Terms of Service

1.Agreement to these terms

These Terms of Service ("Terms") are a binding agreement between you and Pallup ("we," "us," or "our") governing your access to and use of the Pallup mobile application and related services (collectively, the "Service"). By creating an account or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference.

If you do not agree to these Terms, do not access or use the Service.

2.Eligibility

You must be at least 18 years old to create an account or use the Service. By using the Service, you represent and warrant that you meet this age requirement and that you have the legal capacity to enter into these Terms.

When you sign up, you must enter your date of birth, and the Service does not allow anyone who enters an age under 18 to create an account. We do not require a government ID or other documents to verify age. Providing a false date of birth is a violation of these Terms, and you are responsible for the accuracy of the information you provide.

The Service is not directed at, and we do not knowingly permit use by, anyone under this minimum age. If we learn that an account belongs to someone under 18, we will terminate that account and delete the associated personal information as described in our Privacy Policy.

3.Your account

• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
• You agree to provide accurate information when creating your profile, including your name, date of birth, and language proficiency, and to keep that information up to date.
• You may not create an account on behalf of someone else, create multiple accounts to evade a suspension, or transfer your account to another person.
• You may delete your account at any time using the Delete Account option on your Profile screen in the app, or by emailing us at pallup.austin@gmail.com. Deletion is permanent and cannot be undone.
• When you delete your account, your public profile (name, region, timezone, biography, hobbies, and languages) remains visible to users who were your language partners, marked as a deleted account, and messages you exchanged with them remain visible to them. No one can message you or schedule new sessions with you after deletion. See Section 10 of our Privacy Policy for exactly what is deleted and what is kept.

4.Nature of the service

Pallup is a language exchange platform that helps you find and schedule practice sessions with other users based on the languages you speak and want to learn. Pallup does not verify the real-world identity, background, criminal history, or intentions of any user, and does not guarantee the accuracy of any profile information, including self-reported language proficiency. A "verified" proficiency status means only that the user completed Pallup's in-app written language test; it is not a certification of their ability.

5.User conduct

You agree not to, and not to attempt to:

• Harass, threaten, stalk, bully, or abuse another user, whether in messages, session topics, or video calls.
• Impersonate any person or entity, or misrepresent your identity, age, or affiliation.
• Post or send content that is unlawful, hateful, sexually explicit, or that promotes violence or discrimination.
• Solicit money, gifts, or financial information from other users, or use the Service for romance scams, phishing, or any fraudulent purpose.
• Use the Service to advertise, promote, or sell products or services unrelated to language exchange, or to recruit users to another platform or service.
• Record, photograph, or screenshot another user during a session without their knowledge and consent, or distribute such recordings without consent.
• Upload, post, or transmit any content that infringes another person's copyright, trademark, or other intellectual property rights.
• Attempt to access another user's account, scrape or harvest data from the Service, reverse-engineer the app, or interfere with the Service's normal operation.
• Use the Service if you have been previously banned or removed, under a different account.

6.Meetings, video calls, and your safety

Sessions scheduled through Pallup take place over third-party video platforms (such as Zoom or Google Meet). Pallup does not host, monitor, moderate, or record these calls, and has no ability to control what happens during a session.

You are solely responsible for your own safety when communicating with or meeting other users, including in video sessions. We strongly encourage you to:

• Review a potential partner's profile and any available verification status before scheduling a session.
• Avoid sharing sensitive personal information, such as your home address, financial account details, or government identification numbers, with other users.
• End a session and report a user immediately if you feel unsafe, harassed, or uncomfortable.
• Never send money, gift cards, or cryptocurrency to another user, regardless of the reason given.

Pallup is not responsible for any injury, loss, or damage arising from your interactions with other users, whether occurring inside or outside the app, including during video sessions arranged through the Service.

7.User content and license

"User Content" means any information you submit through the Service, including your profile details, biography, photo, messages, session topics and notes, and any reports you file.

You retain ownership of your User Content. By submitting User Content, you grant Pallup a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and display that content solely as necessary to operate and provide the Service to you and other users (for example, displaying your profile to potential matches, or delivering your messages to their recipient).

This license ends when you delete your account, except for User Content that remains visible to your former language partners after deletion — your public profile and the messages you exchanged with them, as described in Section 3 and our Privacy Policy. For that content, the license continues for as long as we keep it available to those users.

You represent that you have the right to submit your User Content and that it does not violate any third party's rights or these Terms.

8.Copyright and DMCA notices

We respect the intellectual property rights of others and expect users of the Service to do the same. If you believe that content on the Service (such as a profile photo or biography) infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act ("DMCA") to our designated agent.

8.1 Filing a notice of infringement

Your notice must be in writing and include substantially the following:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material you claim is infringing, and information reasonably sufficient to let us locate it within the Service (e.g., a username, profile link, or description).
• Your contact information, including address, telephone number, and email address.
• A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

Notices should be sent to our designated agent at: Pallup, Attn: Copyright Agent, pallup.austin@gmail.com.

8.2 Counter-notification

If you believe content you posted was removed in error, you may submit a counter-notice containing your identification of the removed content, a statement under penalty of perjury that you have a good faith belief the content was removed by mistake or misidentification, your consent to the jurisdiction of the federal court in your district (or, if outside the U.S., to the state and federal courts located in Dallas County, Texas), and your physical or electronic signature. We may reinstate the content if the original complaining party does not initiate legal action within the timeframe required by law.

8.3 Repeat infringers

We will terminate, in appropriate circumstances, the accounts of users who are determined to be repeat infringers.

9.Reporting, moderation, and enforcement

The Service includes tools to report another user and to remove a language partner. We may, but are not obligated to, review reported content or conduct, and may take action including warning, restricting, suspending, or permanently banning an account, at our discretion, based on a report or our own review.

We are not obligated to disclose the outcome of any investigation into a report, and we do not guarantee that we will detect, prevent, or remove every instance of prohibited conduct.

10.Paid features and in-app purchases

Pallup is currently free to use. If we introduce paid features or subscriptions in the future, we will update these Terms and notify you before any charges apply. Any paid features will be subject to the following:

• Billing: all purchases are processed through Apple's In-App Purchase system and are subject to Apple's own payment terms.
• Pricing: prices are as displayed at the time of purchase and may vary by region; we may change prices for future billing periods with notice.
• Free trials: if offered, the length of the trial and what happens automatically at its end (e.g., automatic conversion to a paid subscription unless canceled) will be clearly disclosed before you start the trial.
• Auto-renewal and cancellation: subscriptions automatically renew unless canceled at least 24 hours before the end of the current period, through your Apple ID account settings. You can manage or cancel your subscription at any time in your device's Settings app.
• Refunds: all purchases are final and non-refundable except as required by law or as provided by Apple's refund policies; refund requests for App Store purchases must be directed to Apple.

11.Third-party services

The Service integrates with third-party providers, including Zoom, Google Meet, Sign in with Apple, and Firebase/Google Cloud infrastructure (including Firebase Analytics). How these providers handle your information is described in our Privacy Policy. Your use of those integrations is also subject to the applicable third party's own terms of service. Pallup is not responsible for the availability, performance, or practices of any third-party service.

12.Apple-specific terms

If you downloaded the app from the Apple App Store, you acknowledge that you have read, understood, and agree to be bound by the following additional terms, which apply notwithstanding anything else in this Agreement:

• This Agreement is between you and Pallup only, and not with Apple Inc. ("Apple"). Apple is not a party to this Agreement and is not responsible for the Service or its content.
• Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Service.
• In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the app to you, if any; to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service.
• Apple is not responsible for addressing any claims by you or any third party relating to the Service, including product liability claims, any claim that the Service fails to conform to applicable legal or regulatory requirements, and claims arising under consumer protection or similar legislation.
• In the event of any third-party claim that the Service or your possession and use of the Service infringes that third party's intellectual property rights, Pallup, not Apple, is responsible for the investigation, defense, settlement, and discharge of any such claim.
• You represent and warrant that you are not located in a country subject to a U.S. government embargo or that has been designated a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties (see Section 18).
• You must comply with any applicable third-party agreements when using the Service (for example, your wireless data service agreement).
• Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.

13.Intellectual property

The Service, including its design, features, graphics, and underlying software, is owned by Pallup and is protected by copyright, trademark, and other intellectual property laws. Except for the limited right to use the Service as permitted by these Terms, no rights are granted to you in the Service or any of its content.

14.Suspension and termination

We may suspend or terminate your access to the Service at any time, with or without notice, for any violation of these Terms, for conduct that we determine is harmful to other users or to Pallup, or for any other reason at our discretion. You may stop using the Service and delete your account at any time. If your account is terminated or deleted, your information is handled as described in our Privacy Policy, including the content that remains visible to your former language partners.

Sections of these Terms that by their nature should survive termination — including ownership provisions, disclaimers, limitations of liability, indemnification, and dispute resolution — will survive.

15.Disclaimers of warranties

Some jurisdictions do not allow the exclusion of certain warranties; if applicable law does not allow some of the above limitations, they may not apply to you, and you may have additional rights.

16.Limitation of liability

17.Indemnification

You agree to defend, indemnify, and hold harmless Pallup and its owners, employees, and contractors from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from your use of the Service, your violation of these Terms, or your violation of any rights of another person or entity, including another user.

18.Export controls and sanctions

The Service may be subject to U.S. export control laws, including the Export Administration Regulations, and economic sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC").

By using the Service, you represent and warrant that:

• You are not located in, under the control of, or a national or resident of any country subject to a comprehensive U.S. government embargo (including, as of this writing, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, subject to change).
• You are not listed on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Department's Denied Persons or Entity List, or any other U.S. government list of prohibited or restricted parties.
• You will not use the Service to transfer any data or software in violation of applicable export control or sanctions laws.

19.Governing law and dispute resolution

These Terms are governed by the laws of the State of Texas, without regard to its conflict of law principles.

19.1 Agreement to arbitrate

You and Pallup agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved through binding individual arbitration, rather than in court, except that either party may bring an individual action in small claims court.

19.2 Arbitration procedure

The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator and will take place in Dallas County, Texas, or another mutually agreed location, or by videoconference if the arbitrator so permits. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

19.3 Class action waiver

19.4 Right to opt out

You may opt out of this arbitration agreement and class action waiver by sending written notice to pallup.austin@gmail.com within 30 days of first accepting these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, all other provisions of these Terms will continue to apply, and any Dispute will be resolved in the courts identified in Section 19.5.

19.5 Court venue for non-arbitrable disputes

Any Dispute not subject to arbitration (including if you validly opt out under Section 19.4, or if a court finds the arbitration agreement unenforceable as to a particular Dispute) will be brought exclusively in the state or federal courts located in Dallas County, Texas, and you consent to the personal jurisdiction of those courts.

19.6 Severability of this section

If the class action waiver in Section 19.3 is found unenforceable as to a particular Dispute, then that Dispute (and only that Dispute) will be resolved in court under Section 19.5, rather than in arbitration, and the remainder of this Section 19 will otherwise remain in effect.

20.Changes to these terms

We may update these Terms from time to time. If we make material changes, we will notify you through the app or by email before the changes take effect. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

21.Miscellaneous

• Entire agreement: these Terms, together with our Privacy Policy, constitute the entire agreement between you and Pallup regarding the Service.
• Severability: if any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect.
• No waiver: our failure to enforce any provision of these Terms is not a waiver of our right to do so later.
• Assignment: you may not assign these Terms without our consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.

22.Contact us

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

pallup.austin@gmail.com