These terms and conditions (“Terms and Conditions”) is a legally binding agreement between you, the user that will be utilizing Lorro's Webapp (referenced below as “You” or “User”), and Epicurist Labs Inc., a company incorporated under the laws of the state of Delaware (Lorro or “We”), with respect to the use of the Lorro Services (as defined below) which are available via Lorro's webapp (the “App”).
Lorro is a language learning software that enables users to learn and improve languages through interactive conversation-based language lessons with an AI-powered tutor (the “Services“).
The Services may include the sending of push-notifications, messages, emails, alerts via various means of communication. In addition, the Services may include third party advertisements and/or commercial content.
You can deactivate the push-notifications, if applicable, at any time by changing the notification settings.
The Services are available only to individuals over the age of 16, who can form legally binding contracts under applicable law and for their own personal use. As further specified below, Lorro 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 to these Terms and Conditions.
You hereby warrant that You have the right and authority to enter into these Terms and Conditions as an individual.
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 may give You access to the App, any part thereof, and to other functions that Lorro may establish and maintain from time to time, at its sole discretion. As part of the registration process, You may be required to pay a registration fee, provide Lorro certain personal information (including, name, phone number, e-mail address, etc.) and select a password. You shall provide Lorro with accurate, complete, and updated registration information, in compliance with all applicable laws, rules and regulations. You may not (i) impersonate to another person; (ii) use as a user name a name subject to any rights of another person or entity without appropriate authorization; or (iii) use another User’s account without permission.
Lorro reserves the right to refuse User’s registration or to block User’s access to the App, at its sole discretion. You are solely responsible for the activity that occurs on your account, and must keep your account credentials secured. You must notify Lorro immediately of any breach of security or unauthorized use of your account. Lorro will not be liable for your losses caused by any unauthorized use of your account.
Lorro retains all right, title, and interest in and to the App and Services (including any and all related intellectual property rights). Subject to these Terms and Conditions, Lorro hereby grants You a limited, non-transferable, non-exclusive, non-assignable, non-sub-licensable license to access and use the Services and the App, provided that You will not alter or modify any part of the Services, other than as may be reasonably necessary to use the App and Services for its intended purpose. Except as expressly provided herein, no other rights or licenses, expressed or implied, are granted to You by Lorro with respect to the App and Services. All photos, illustrations, drawings, animations, texts, scripts, designs, graphics, logos, audios, videos, songs, interactive features, trademarks, service marks, trade names, the “look and feel” of the App and other features obtained from or through the App as well as any other content (“Content”) used, displayed, included, incorporated, uploaded, posted or published by Lorro or any third party on its behalf to the App (other than User Content, as defined below), are the sole property of Lorro and/or their licensors ("Lorro's Content"), and You may not use, download, distribute and/or copy them, in whole or in part, without the prior written permission of Lorro 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 derivative works based on, or exploit in any way, Lorro's Content or any part thereof. If You send Lorro feedback or suggestions regarding the App and/or Services, You acknowledge that Lorro may use them at its sole discretion, without any obligation to compensate You in any manner for such feedbacks or suggestions.
You may create, store, upload, post, publish, provide, display, share and otherwise transfer to third parties content, including your personal details, photos, texts and audio recordings via the App (collectively, “User Content”). Such User Content uploaded by You to the App or shared with others will be available or accessible to other users. As long as the User Content is shared with others it is deemed to be non-confidential and You hereby waive any privacy rights with respect thereto. You may disable such features in the definitions of you user account. In addition, we may upload to the APP and make available to the public other Content created by using photos, texts and audio recordings that were created during the use of Services and stored on your mobile device (“Your Gallery”), subject to your prior consent (“Generated Content”). Such Generated Content will be created during the use of the Services or immediately following the use of the Services and shall remain the sole property of Lorro. You may not use, copy, reproduce, modify, publicly display, publicly perform, publish, distribute, sell, license, rent, transfer, reproduce, create derivative works based on the Generated Content for any commercial purpose. You hereby represent and warrant that You own or have all the necessary license, rights, consents, approvals, and permissions to use, and authorize Lorro, to use, exploit, publish, copy, download, store, share, distribute and transfer the User Content or other Content from Your Gallery, in the manner contemplated hereunder, all without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other rights of any third party. You hereby grant to Lorro an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, sub-licensable right and license to use, copy, download, store, modify, adapt, translate, share, publish, reproduce, create derivative works from, distribute, publicly perform and display your User Content and other Content from Your Gallery (as photos, texts, and audio recordings) in the manner contemplated hereunder in all media formats and channels now known or later developed as well as to allow others to do so in order to provide or enable the App and/or Services, including in order to create the Generated Content. You may terminate this license at any time by removing your User Content or the Generated Content from the App. However, you hereby agree that Lorro may retain and use copies of your User Content for a reasonable period of time, under applicable privacy laws, for archival or backup purposes or in order to enforce these Terms and Conditions and to satisfy any applicable law. 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 any damage or loss to any other third party resulting therefrom, and You shall assume all risk in connection therewith. You understand that when using the App you will be exposed to User Content from a variety of sources. Lorro takes no responsibility and assumes no liability for, and makes no guarantees or warranties to, the accuracy, validity, legal status, usefulness, safety, or intellectual property rights of, any User Content that You or any other 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 against Lorro with respect to such User Content.
You hereby warrant that You have the authority to enter into these Terms and Conditions, and that your use of the Services on behalf of any third party is authorized by such third party. If You learn of an unauthorized use of the App by a third party we encourage You to notify us. You hereby warrant, represent and undertake that You will not, and will not permit or authorize third parties to: (a) use the App and/or Services in any way that: (i) is defamatory, abusive, harassing, threatening, racially, or constitute an invasion of a right to privacy of another person, or otherwise offensive, violent, vulgar, obscene, or otherwise harms or can reasonably be expected to harm any person or entity; (ii) infringes, violates, misuse or otherwise interferes with any copyright, patent, trademark, trade secret or other intellectual property right or contractual rights of any third party; (iii) is illegal or encourages or advocates illegal activity; (b) post or transmit any communication 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 any system, computer software, hardware or telecommunications equipment; (d) create a false identity or impersonate another person; (e) “stalk” or otherwise harass another or is antisocial, disruptive, or destructive, including “flaming“, “spamming“, “flooding“, “trolling“, and “griefing“ as those terms are commonly understood and used on the Internet; or (f) violate these Terms and Conditions and any applicable law or regulation. You will not, and will not permit or authorize third parties to: (a) take any action intended to circumvent or disable the operation of any security feature or measure of the App and/or Services; (b) publish, distribute, sell, disclose, market, sublicense, rent, lease, display, provide, transfer or make available the App and/or Services, or any portion thereof, to any third party; (c) decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover 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 or any part thereof; (e) access the App and/or Services or Lorro's facilities via automated means, including by crawling, scraping, caching or otherwise (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent); or (d) use the App and/or Services in any manner that is illegal or not authorized by these Terms and Conditions.
Since You may be downloading the App from a third party platform, service provider or distributor, 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 the Platform Provider may have established and which relate to your use of the App (“Usage Rules“). It is your responsibility to determine what Usages Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider’s Usage Rules and 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 applicable Usage 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 to the Platform Provider) and/or other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider’s Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.
Lorro may terminate or suspend your license, account and access to the App and/or Services (or any part thereof) immediately, without prior notice or liability. All the provisions of these Terms and Conditions which by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and 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 arising or accruing prior to such termination or limit any liability which You otherwise may have to Lorro.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS SOLELY WITH YOU. THE SERVICES AND APP ARE SUPPLIED “AS IS”, AND WITHOUT WARRANTY OF ANY KIND. LORRO DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS. LORRO MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE APP, THE SERVICES, THE CONTENT AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR 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 A CONVERSATION WITH YOU. HOWEVER, THE APP’S OUTPUT, ESPECIALLY IN THE COURSE OF A CONVERSATION OR ITERATIVE DISCOURSE WITH YOU IS HIGHLY DEPENDENT ON YOUR INPUT. THE APP PROHIBITS THE INPUT OF EXPLICIT, OBSCENE, OFFENSIVE, ABUSIVE, RACIST, HATE-BASED OR OTHER RELATED CONTENT. ANY RESPONSE AUTONOMOUSLY GENERATED TO SUCH CONTENT (OR ANY OTHER CONTENT YOU INPUT) BY THE APP IS NOT ENDORSED BY Lorro AND IS AT YOUR SOLE RESPONSIBILITY AND LIABILITY. Lorro SHALL NOT BE LIABLE TO THE CONTENT OF SUCH RESPONSES. Lorro DOES NOT PROVIDE ANY MEDICAL NOR PSYCHOLOGICAL SERVICES AND HEREBY DISCLAIMS ANY RESPONSIBILITY IN THIS REGARDS. IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL EMERGENCY SERVICES OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. IF YOU ARE CONSIDERING OF COMMITTING SUICIDE OR FEEL THAT YOU ARE A DANGER TO YOURSELF OR OTHERS, YOU MUST DISCONTINUE USE OF THE SERVICES IMMEDIATELY, CALL EMERGENCY SERVICES OR NOTIFY APPROPRIATE POLICE OR EMERGENCY MEDICAL PERSONNEL.
IN NO EVENT SHALL Lorro, ITS SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR ANY PERSONAL INJURY, OR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS INFORMATION, OR LOSS OF USE OR OTHER PECUNIARY LOSS, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS, THE SERVICES, THE APP, OR YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE APP, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER AGT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL THE AGGREGATE LIABILITY OF Lorro AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES UNDER THESE TERMS AND CONDITIONS OR ARISING OUT OF OR OTHERWISE RELATED OR IN CONNECTION TO YOUR USE OF THE SERVICES OR APP EXCEED THE SERVICE FEE ACTUALLY PAID (IF ANY) BY YOU TO Lorro FOR THE SERVICES WITH RESPECT TO THE CLAIM OR CAUSE OF ACTION.
Upon its first demand, You agree to defend, indemnify and hold Lorro, its shareholders, directors, officers and employees, harmless from any claim, liability, cost, loss, damage and expense (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 of any of these Terms and Conditions or any third party rights, including without limitation privacy right, copyright or any other intellectual property rights of a third party; and (iii) any damage of any sort, whether direct, indirect, special or consequential, You may cause to any third party with relation to the App. Without derogating from the foregoing, we reserve the right, at our expense, to assume the exclusive defense and control of any matter which is subject to indemnification by You, which will not excuse your indemnity obligations hereunder and in which event You will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by You without first obtaining our prior express written approval.
If You believe in good faith that any material or content made available on or through the App and/or Services has been used or exploited in a manner that infringes or violates any of your rights, please send us prompt written notice thereof via e-mail (at: email@example.com).
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THEM.