These terms and conditions (“Terms and Conditions”) is a legally binding agreementbetween you, the user that will be utilizing Befluent.ai app (referenced below as “You” or“User”), and Befluent Inc., a company incorporated under the laws of the Delaware, Unitedstates of America (“Befluent.ai” or “We”), with respect to the use of the Befluent.ai'sServices (as defined below) which are available via Befluent.ai’s app.
By using the App You accept the Terms and Conditions hereof, including the terms of ourPrivacy Policy, which is incorporated herein by reference. Befluent.ai reserves the right, in itssole discretion, to modify these Terms and Conditions including any other policiesincorporated thereto, at any time by posting the modified provisions at Befluent.ai Pleasenote that any such modifications shall become effective immediately upon posting. IF YOUDO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESSAND USE ANY PART OF THE APP AND/OR SERVICES.
1. THE APP AND SERVICES
Befluent.ai is a language learning tool that enables users to learn and improve languagesthrough interactive conversation-based language lessons with an AI-powered tutor (the"Services").
The Services may include the sending of push-notifications, messages, emails, alerts viavarious means of communication. In addition, the Services may include third partyadvertisements and/or commercial content.
You can deactivate the push-notifications, if applicable, at any time by changing thenotification settings.
The Services are available only to individuals over the age of 16, who can form legallybinding contracts under applicable law and for their own personal use. As further specifiedbelow, Befluent.ai grants You a limited, personal, non-transferable, non-exclusive, non-assignable, non-sub-licensable license to access and use the Services and App, all subject tothese Terms and Conditions.
You hereby warrant that You have the right and authority to enter into these Terms andConditions as an individual.
2. REGISTRATION
As a condition to using all or some aspects of the App and Services provided via the App,You may be required to register to the App and create a user account. Your user account maygive You access to the App, any part thereof, and to other functions that Befluent.ai mayestablish and maintain from time to time, at its sole discretion. As part of the registrationprocess, You may be required to pay a registration fee, provide Befluent.ai certain personalinformation (including, name, phone number, e-mail address, language challenges, fluencylevel, motivation etc.) and select a password. You shall provide Befluent.ai with accurate,complete, and updated registration information, in compliance with all applicable laws, rulesand regulations. You may not (i) impersonate to another person; (ii) use as a user name aname subject to any rights of another person or entity without appropriate authorization; or(iii) use another User’s account without permission.
Befluent.ai reserves the right to refuse User’s registration or to block User’s access to theApp, at its sole discretion. You are solely responsible for the activity that occurs on youraccount, and must keep your account credentials secured. You must notify Befluent.aiimmediately of any breach of security or unauthorized use of your account. Befluent.ai willnot be liable for your losses caused by any unauthorized use of your account.
3. PAYMENT
1. Our Services and Features are only offered under a monthly/halfyearly/annually Paid Subscription ("Paid Content"). You agree to paywhatever fees and other charges are presented to you when you subscribe to aPaid Content ("Fees"). If the payment plan is on a recurring-subscriptionbasis, you agree to pay the Fees in accordance with the applicable billingcycle. You acknowledge and agree that you are solely responsible for allapplicable fees and charges incurred, including applicable taxes, and allsubscription fees and purchases made by you or by anyone that has used youraccount(s). If you are acting on behalf of an entity, you represent that you areauthorized to act on behalf of such entity. Please note that Befluent.ai usesGoogle/Apple's App Store and/or stripe, a third-party payment processor, tofacilitate payments for the Services. Your purchase will be subject toGoogle/Apple App Store’s applicable payment policy, terms of use, refundspolicy, and other applicable policies App Store may have in place. You cancancel such paid subscription via App Store following their applicable termsand payment policies.
2. When you subscribe for Paid Content, Befluent.ai may, from time to time at itssole discretion offer a trial period in which such Paid Content may be accessedwithout payment or at a reduced rate (“Trial Period”). This may varydepending on promotions, type of subscription and the term you select at thetime of purchase. Befluent.ai reserves the right, in its absolute discretion, todetermine your eligibility for a Trial Period and may cancel or change theTrial Period terms at any time without notice and/or liability to you, within thelimits permitted by applicable law. Befluent.ai may require you to provideyour valid payment information in order to start the Trial Period. By providingthis information, you agree that unless you choose to cancel your paidsubscription prior to the end of the Trial Period, Befluent.ai may automaticallybegin charging you for such Paid Content, starting on the first day followingthe Trial Period, on a monthly (or other recurring) basis as notified to you,until you cancel your subscription to such Paid Content via the App Store. Ifyou do not want to be charged, you must cancel your subscription to such PaidContent before the end of the Trial Period. If you cancel your subscription toPaid Content, your Account will only have access to those parts of ourServices that you may access for free.
4. INTELLECTUAL PROPERTY AND LICENSE
1. Befluent.ai retains all right, title, and interest in and to the App and Services(including any and all related intellectual property rights). Subject to theseTerms and Conditions, Befluent.ai hereby grants You a limited, non-transferable, non-exclusive, non-assignable, non-sub-licensable license toaccess and use the Services and the App, provided that You will not alter ormodify any part of the Services, other than as may be reasonably necessary touse the App and Services for its intended purpose. Except as expresslyprovided herein, no other rights or licenses, expressed or implied, are grantedto You by Befluent.ai with respect to the App and Services.
2. All photos, illustrations, drawings, animations, texts, scripts, designs,graphics, logos, audios, videos, songs, interactive features, trademarks, servicemarks, trade names, the "look and feel" of the App and other features obtainedfrom or through the App as well as any other content (“Content”) used,displayed, included, incorporated, uploaded, posted or published byBefluent.ai or any third party on its behalf to the App (other than UserContent, as defined below), are the sole property of Befluent.ai and/or theirlicensors (“Befluent.ai’s Content”), and You may not use, download,distribute and/or copy them, in whole or in part, without the prior writtenpermission of Befluent.ai or any relevant third party. For the sake of clarity,You may not copy, reproduce, modify, publicly display, publicly perform,publish, distribute, sell, license, rent, transfer, reproduce, create derivativeworks based on, or exploit in any way, Befluent.ai’s Content or any partthereof.
3. If You send Befluent.ai feedback or suggestions regarding the App and/orServices, You acknowledge that Befluent.ai may use them at its solediscretion, without any obligation to compensate You in any manner for suchfeedbacks or suggestions.
5. USER CONTENT AND GENERATED CONTENT
1. You may create, store, upload, post, publish, provide, display, share andotherwise transfer to third parties content, including your personal details,photos, texts and audio recordings via the App (collectively, “User Content”).
2. Such User Content uploaded by You to the App or shared with others will beavailable or accessible to other users. As long as the User Content is sharedwith others it is deemed to be non-confidential and You hereby waive anyprivacy rights with respect thereto. You may disable such features in thedefinitions of you user account.
3. In addition, we may upload to the APP and make available to the public otherContent created by using photos, texts and audio recordings that were createdduring the use of Services and stored on your mobile device (“YourGallery”), subject to your prior consent (“Generated Content”). SuchGenerated Content will be created during the use of the Services orimmediately following the use of the Services and shall remain the soleproperty of Befluent.ai. You may not use, copy, reproduce, modify, publiclydisplay, publicly perform, publish, distribute, sell, license, rent, transfer,reproduce, create derivative works based on the Generated Content for anycommercial purpose.
4. You hereby represent and warrant that You own or have all the necessarylicense, rights, consents, approvals, and permissions to use, and authorizeBefluent.ai, to use, exploit, publish, copy, download, store, share, distributeand transfer the User Content or other Content from Your Gallery, in themanner contemplated hereunder, all without infringing or violating anycopyrights, privacy rights, publicity rights, trademarks or any other rights ofany third party.
5. You hereby grant to Befluent.ai an irrevocable, perpetual, non-exclusive,worldwide, royalty-free, sub-licensable right and license to use, copy,download, store, modify, adapt, translate, share, publish, reproduce, createderivative works from, distribute, publicly perform and display your UserContent and other Content from Your Gallery (as photos, texts, and audiorecordings) in the manner contemplated hereunder in all media formats andchannels now known or later developed as well as to allow others to do so inorder to provide or enable the App and/or Services, including in order to createthe Generated Content. You may terminate this license at any time byremoving your User Content or the Generated Content from the App.However, you hereby agree that Befluent.ai may retain and use copies of yourUser Content for a reasonable period of time, under applicable privacy laws,for archival or backup purposes or in order to enforce these Terms andConditions and to satisfy any applicable law.
6. You shall be solely responsible for any User Content that You upload, post,publish, provide, display, share and otherwise transfer via the App and for anydamage or loss to any other third party resulting therefrom, and You shallassume all risk in connection therewith. You understand that when using theApp you will be exposed to User Content from a variety of sources.Befluent.ai takes no responsibility and assumes no liability for, and makes noguarantees or warranties to, the accuracy, validity, legal status, usefulness,safety, or intellectual property rights of, any User Content that You or anyother User or third-party post or transfer over the Services. You hereby waive,any legal or equitable rights or remedies You have or may have againstBefluent.ai with respect to such User Content.
6. RESTRICTIONS ON USE
1. You hereby warrant that You have the authority to enter into these Terms andConditions, and that your use of the Services on behalf of any third party isauthorized by such third party. If You learn of an unauthorized use of the Appby a third party we encourage You to notify us.
2. You hereby warrant, represent and undertake that You will not, and will notpermit or authorize third parties to: (a) use the App and/or Services in any waythat: (i) is defamatory, abusive, harassing, threatening, racially, or constitute aninvasion of a right to privacy of another person, or otherwise offensive,violent, vulgar, obscene, or otherwise harms or can reasonably be expected toharm any person or entity; (ii) infringes, violates, misuse or otherwiseinterferes with any copyright, patent, trademark, trade secret or otherintellectual property right or contractual rights of any third party; (iii) is illegalor encourages or advocates illegal activity; (b) post or transmit anycommunication or solicitation designed or intended to obtain password,account, or private information from any third party; (c) contains viruses,trojan horse, worm, or any other computer programs designed to interrupt,destroy, or limit the functionality of the App and/or Services and/or anysystem, computer software, hardware or telecommunications equipment; (d)create a false identity or impersonate another person; (e) “stalk” or otherwiseharass another or is antisocial, disruptive, or destructive, including “flaming“,“spamming“, “flooding“, “trolling“, and “griefing“ as those terms arecommonly understood and used on the Internet; or (f) violate these Terms andConditions and any applicable law or regulation.
3. You will not, and will not permit or authorize third parties to: (a) take anyaction intended to circumvent or disable the operation of any security featureor measure of the App and/or Services; (b) publish, distribute, sell, disclose,market, sublicense, rent, lease, display, provide, transfer or make available theApp and/or Services, or any portion thereof, to any third party; (c) decompile,reverse engineer, disassemble, enhance, or otherwise make any attempt todiscover the source code of the App and/or Services, or any part thereof; (d)modify, reproduce, or create derivative works from the App and/or Services orany part thereof; (e) access the App and/or Services or Befluent.ai’s facilitiesvia automated means, including by crawling, scraping, caching or otherwise(except as may be the result of standard search engine protocols ortechnologies used by a search engine with our express consent); or (d) use theApp and/or Services in any manner that is illegal or not authorized by theseTerms and Conditions.
7. THIRD PARTIES’ WEBSITES
The App may contain links to other third parties’ websites, applications or features, orreferrals to certain third parties’ products or services that are not owned or controlled byBefluent.ai and that Befluent.ai has no control over them. Befluent.ai is not responsible forthe availability and/or accuracy and of information on such sites and/or privacy practices orany other practices. Befluent.ai does not endorse and is not responsible or liable for anycontent including but not limited to content advertising, products or other information on oravailable from such linked sites and. If You choose to visit such third party’s websites,applications or features, or use its products or services, please be aware that such third party’sown terms of use and privacy policy will apply and govern your activities and anyinformation You disclose while interacting with such third parties. Befluent.ai does not makeany representation or warranty whatsoever regarding such third party’s websites, applications,features, services, products or Content.
8. USAGE RULES
Since You may be downloading the App from a third party platform, service provider ordistributor, such as Apple App Store, Google Play Store, Amazon Appstore, etc. (the“Platform Provider“), your use of the App may also be governed by usage rules which thePlatform Provider may have established and which relate to your use of the App (“UsageRules“). It is your responsibility to determine what Usages Rules are applicable to your useof the App. You undertake to comply with all the applicable Platform Provider's Usage Rulesand the Usage Rules applicable to your use of the App are incorporated herein by reference.In the event of a conflict between these Terms and Conditions and the terms of any applicableUsage Rules, which relates solely to the Platform Provider's representations, warranties,restrictions on use of the App, obligations, limitation of liability (to the extent applicable tothe Platform Provider) and/or other provisions that impose any responsibility on the PlatformProvider, the terms of the applicable Platform Provider's Usage Rules shall prevail. Yourepresent that you are not prohibited by any applicable laws or Usage Rules fromdownloading and/or using the App. Any download and/or use of the App by anyoneprohibited by any applicable laws or Usage Rules from downloading and/or using the App isexpressly prohibited.
9. TERMINATION
Befluent.ai may terminate or suspend your license, account and access to the App and/orServices (or any part thereof) immediately, without prior notice or liability. All the provisionsof these Terms and Conditions which by their nature should survive termination (including,without limitation, ownership provisions, warranty disclaimers, indemnification obligationsand limitations of liability) shall remain in full force and effect following termination thereof.Termination of these Terms and Conditions shall not relieve You from any obligation arisingor accruing prior to such termination or limit any liability which You otherwise may have toBefluent.ai.
10. PRIVACY POLICY
You acknowledge and agree that Befluent.ai may collect certain data and other informationabout You through the App and/or Services. Our collection and use of such information isgoverned by our privacy policy, which is available at Befluent.ai’s Privacy Policy (the“Privacy Policy”). By using our App and/or Services, You acknowledge that You havereviewed also our Privacy Policy and agree to be bound by its terms and conditions.
11. WARRANTY AND DISCLAIMER
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICESAND APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TOSATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS SOLELYWITH YOU. THE SERVICES AND APP ARE SUPPLIED “AS IS”, AND WITHOUTWARRANTY OF ANY KIND. BEFLUENT.AI DOES NOT WARRANT THAT THE USEOF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEETYOUR SPECIFIC REQUIREMENTS. BEFLUENT.AI MAKES NO WARRANTY ORREPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE APP, THESERVICES, THE CONTENT AND YOUR USE THEREOF, INCLUDING, BUT NOTLIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESSFOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY,COMPATIBILITY, NON-INFRINGEMENT OR COMPLETENESS OF RESPONSES,RESULTS AND LACK OF NEGLIGENCE.
THE APP IS BASED ON ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING.THIS MEANS THAT THE APP IS ABLE TO RESPOND TO YOUR INPUT AND HAVE ACONVERSATION WITH YOU. HOWEVER, THE APP’S OUTPUT, ESPECIALLY INTHE COURSE OF A CONVERSATION OR ITERATIVE DISCOURSE WITH YOU ISHIGHLY DEPENDENT ON YOUR INPUT. THE APP PROHIBITS THE INPUT OFEXPLICIT, OBSCENE, OFFENSIVE, ABUSIVE, RACIST, HATE-BASED OR OTHERRELATED CONTENT. ANY RESPONSE AUTONOMOUSLY GENERATED TO SUCHCONTENT (OR ANY OTHER CONTENT YOU INPUT) BY THE APP IS NOTENDORSED BY BEFLUENT.AI AND IS AT YOUR SOLE RESPONSIBILITY ANDLIABILITY. BEFLUENT.AI SHALL NOT BE LIABLE TO THE CONTENT OF SUCHRESPONSES.
BEFLUENT.AI DOES NOT PROVIDE ANY MEDICAL NOR PSYCHOLOGICALSERVICES AND HEREBY DISCLAIMS ANY RESPONSIBILITY IN THIS REGARDS.IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, CALLEMERGENCY SERVICES OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCYROOM.
IF YOU ARE CONSIDERING OF COMMITTING SUICIDE OR FEEL THAT YOU AREA DANGER TO YOURSELF OR OTHERS, YOU MUST DISCONTINUE USE OF THESERVICES IMMEDIATELY, CALL EMERGENCY SERVICES OR NOTIFYAPPROPRIATE POLICE OR EMERGENCY MEDICAL PERSONNEL.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL BEFLUENT.AI, ITS SHAREHOLDERS, DIRECTORS,OFFICERS OR EMPLOYEES, BE LIABLE FOR ANY PERSONAL INJURY, OR ANYSPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES,INCLUDING LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OFPROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS INFORMATION, OR LOSS OFUSE OR OTHER PECUNIARY LOSS, IN CONNECTION WITH OR ARISING OUT OFTHESE TERMS AND CONDITIONS, THE SERVICES, THE APP, OR YOUR USE OF ORINABILITY TO USE THE SERVICES OR THE APP, HOWEVER CAUSED, ON ANYTHEORY OF LIABILITY, REGARDLESS OF WHETHER AGT HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL THE AGGREGATELIABILITY OF BEFLUENT.AI AND ITS SHAREHOLDERS, DIRECTORS, OFFICERSAND EMPLOYEES UNDER THESE TERMS AND CONDITIONS OR ARISING OUT OFOR OTHERWISE RELATED OR IN CONNECTION TO YOUR USE OF THE SERVICESOR APP EXCEED THE SERVICE FEE ACTUALLY PAID (IF ANY) BY YOU TOBEFLUENT.AI FOR THE SERVICES WITH RESPECT TO THE CLAIM OR CAUSE OFACTION.
13. INDEMNIFICATION.
Upon its first demand, You agree to defend, indemnify and hold Befluent.ai, its shareholders,directors, officers and employees, harmless from any claim, liability, cost, loss, damage andexpense (including reasonable legal fees) arising from and/or caused due to: (i) your use,misuse of, and/or activities in connection with the App and/or Services; (ii) your violation ofany of these ****Terms and Conditions or any third party rights, including without limitationprivacy right, copyright or any other intellectual property rights of a third party; and (iii) anydamage of any sort, whether direct, indirect, special or consequential, You may cause to anythird party with relation to the App. Without derogating from the foregoing, we reserve theright, at our expense, to assume the exclusive defense and control of any matter which issubject to indemnification by You, which will not excuse your indemnity obligationshereunder and in which event You will fully cooperate with us in asserting any availabledefense. You agree not to settle any matter subject to an indemnification by You without firstobtaining our prior express written approval.
14. REPORTING OF INTELLECTUAL PROPERTY INFRINGEMENTS
If You believe in good faith that any material or content made available on or through theApp and/or Services has been used or exploited in a manner that infringes or violates any ofyour rights, please send us prompt written notice thereof via e-mail (at: legal@befluent.ai).
15. MISCELLANEOUS
1. These Terms and Conditions and its performance shall be governed by thelaws of the State of Israel, without regard to conflict of laws provisions thatwould result in the application of the laws of any other jurisdiction. Theparties hereto submit the exclusive jurisdiction to the courts of Tel – Avivdistrict.
2. These Terms and Conditions and Privacy Policy constitute the entireagreement between You and Befluent.ai with respect to the use of the Appand/or Services, and supersede all prior or contemporaneous understandingsregarding such subject matter. Befluent.ai reserves the right to update theseTerms and Conditions from time to time, with or without notice. If so,Befluent.ai will post its updated Terms and Conditions on the App. Yourcontinued use of our App and/or Services will be subject to the then-currentTerms and Conditions. If any modification is unacceptable to You, You maycease using the App and/or Services.
3. In the event that a court of competent jurisdiction finds any provision of theseTerms and Conditions to be illegal, invalid or unenforceable, the remainingprovisions will remain in full force and effect. The failure of Befluent.ai toenforce any right or provision in these Terms and Conditions will notconstitute a waiver of such right or provision unless acknowledged and agreedby Befluent.ai in writing.
4. You hereby acknowledge that the App we may consume bandwidth from yourmobile data plan in order to upload photos and audio recordings from Yourmobile device, as permitted by You in these Terms and Conditions and in ourPrivacy Policy.
5. Befluent.ai may change, suspend or discontinue the App and/or Services (orany part thereof) at any time, including the availability of any feature orContent, without notice or liability.
6. Befluent.ai may assign at any time any of its rights and/or obligationshereunder to any third party without User’s consent.7. If You have any questions or queries about these Terms and Conditions or ourApp and/or Services in general, please do not hesitate to contact us via e-mailat: legal@befluent.ai