Terms of Service

Welcome

Welcome to Eloquendi.

These Terms of Service ("Terms") govern your access to and use of the Eloquendi mobile application, website, and related products and services (collectively, the "Services") provided by Eloquendi LLC ("Eloquendi," "we," "our," or "us").

Please read these Terms carefully before using the Services.

By creating an Account, purchasing a subscription, or otherwise accessing or using the Services, you agree to be legally bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not use the Services.

Who We Are

Eloquendi LLC, 7901 4th St N Ste 300, St. Petersburg, Florida 33702, United States

Website: https://eloquendi.com

Email: support@eloquendi.com

Eligibility

You must be at least 18 years old to use the Services.

The Services are intended for adults and are not directed to individuals under 18.

By using the Services, you represent and warrant that:

• You meet the eligibility requirements described above.
• The information you provide is accurate and current.
• You have the legal authority to enter into these Terms.
• Your use of the Services complies with applicable law.

Changes to These Terms

We may update these Terms from time to time to reflect changes in our Services, business practices, or legal obligations.

When we make material changes, we will update the Effective Date at the beginning of these Terms and provide additional notice where required by applicable law.

Your continued use of the Services after revised Terms become effective constitutes your acceptance of those revised Terms.

Privacy

Your use of the Services is also governed by our Privacy Policy, which explains how we collect, use, protect, and disclose your information.

By using the Services, you acknowledge that you have read and understood our Privacy Policy.

Your Account

To access certain features of the Services, you must create an Account.

You may register using:

• Email and password.
• Google Sign-In.
• Sign in with Apple.

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.

You agree to:

• Provide accurate and complete registration information.
• Keep your information current.
• Maintain the security of your Account.
• Notify us promptly if you suspect unauthorized access or use of your Account.
• Accept responsibility for activities that occur under your Account unless caused by our failure to maintain reasonable security measures.

We reserve the right to require identity verification where reasonably necessary to protect the Services or comply with legal obligations.

Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms.

You agree not to:

• Use the Services in violation of any applicable law or regulation.
• Attempt to gain unauthorized access to any account, system, or network.
• Circumvent or interfere with security features of the Services.
• Upload or transmit malicious code, viruses, or other harmful software.
• Use automated tools, bots, or scripts to access or scrape the Services without our written permission.
• Reverse engineer, decompile, or attempt to discover the source code of the Services except where permitted by applicable law.
• Interfere with the operation or availability of the Services.
• Use the Services to harass, threaten, abuse, defame, or impersonate another person.
• Upload content that is unlawful, fraudulent, deceptive, obscene, or infringes another person's rights.
• Use the AI Coach to generate or distribute content that promotes illegal activity, violence, hate, or other harmful conduct.
• Misrepresent your identity or affiliation with another person or organization.

We may investigate suspected violations of these Terms and take appropriate action, including restricting access to the Services or terminating Accounts as permitted under these Terms.

AI Coach

The AI Coach is designed to support language learning through conversational practice, phrasing feedback, educational explanations, and personalized guidance.

Although we strive to provide accurate and helpful responses, AI-generated content may occasionally be inaccurate, incomplete, outdated, or inappropriate.

The AI Coach is provided as an educational tool and should not be relied upon as a substitute for professional advice, including legal, medical, financial, psychological, educational, or other professional services.

You remain responsible for evaluating AI-generated responses before relying on them.

We may modify, improve, suspend, or discontinue AI features at any time as the Services evolve.

User Content

You retain ownership of the content you submit through the Services, including text prompts, voice recordings, profile information, and other materials ("User Content").

By submitting User Content, you grant Eloquendi a worldwide, non-exclusive, royalty-free license to host, store, process, reproduce, transmit, display, and otherwise use that content solely as necessary to:

• Provide and operate the Services.
• Deliver AI-powered learning features.
• Improve the quality, safety, reliability, and educational effectiveness of the Services.
• Maintain security and prevent abuse.
• Comply with applicable law.
• Enforce these Terms.

This license ends when your User Content is deleted from the Services, except where retention is permitted or required by law, reasonably necessary for backup systems, dispute resolution, fraud prevention, security, or the protection of legal rights.

You represent and warrant that:

• You own or otherwise have the necessary rights to submit your User Content.
• Your User Content does not violate applicable law or the rights of any third party.
• Your submission of User Content complies with these Terms.

You are solely responsible for the User Content you submit through the Services.

Intellectual Property

The Services, including the Eloquendi name, logo, trademarks, software, interfaces, designs, text, graphics, audio, educational content, AI-generated learning experiences, and all related technology are owned by or licensed to Eloquendi and are protected by applicable intellectual property laws.

Except as expressly permitted by these Terms, you may not:

• Copy, reproduce, distribute, or publicly display any portion of the Services.
• Modify, adapt, translate, or create derivative works from the Services.
• Sell, sublicense, lease, or commercially exploit the Services.
• Remove or alter copyright, trademark, or other proprietary notices.
• Use our trademarks or branding without our prior written permission.

Subject to your compliance with these Terms, Eloquendi grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial learning purposes.

No ownership rights are transferred to you under these Terms.

Feedback

We welcome suggestions, ideas, and feedback about the Services.

If you voluntarily provide feedback, you grant Eloquendi a perpetual, irrevocable, worldwide, royalty-free, transferable license to use, modify, publish, incorporate, and otherwise exploit that feedback without restriction or compensation to you.

This section does not affect your ownership of User Content.

Subscriptions and Billing

Certain features of the Services may require a paid subscription.

Subscriptions are purchased through the Apple App Store or Google Play and are governed by the applicable app store's billing terms.

By purchasing a subscription, you authorize the applicable app store to charge your selected payment method.

Subscription pricing, available plans, and features may change from time to time. Changes will not affect an active subscription until its next renewal, unless otherwise permitted by applicable law or the applicable app store's policies.

Renewals, Cancellations, and Refunds

Unless you cancel before the renewal date, subscriptions automatically renew in accordance with the policies of the Apple App Store or Google Play.

You may manage or cancel your subscription through your Apple or Google account settings.

Refund requests are handled by the applicable app store in accordance with its policies. Eloquendi does not determine or control refund decisions for purchases processed through those platforms.

Availability of the Services

We continually improve the Services and may add, modify, suspend, or discontinue features at any time.

While we strive to maintain reliable access, we do not guarantee that the Services or any feature will always be available, uninterrupted, secure, error-free, or compatible with every device.

From time to time, the Services may be unavailable due to maintenance, updates, technical issues, or circumstances beyond our reasonable control.

Third-Party Services

The Services may integrate with or rely upon third-party products and services, including authentication providers, payment processors, analytics providers, cloud infrastructure providers, AI Service Providers, and communication services.

Your use of those third-party services may also be governed by their own terms and privacy policies.

Eloquendi is not responsible for the availability, content, policies, or practices of third-party services that we do not own or control.

Suspension and Termination

You may stop using the Services and delete your Account at any time.

We may suspend or terminate your access to all or part of the Services, with or without notice where permitted by applicable law, if we reasonably believe that:

• You have violated these Terms.
• Your use of the Services presents a security risk.
• Your activities are fraudulent, deceptive, or unlawful.
• You misuse or abuse the AI Coach or other features of the Services.
• Suspension or termination is necessary to protect Eloquendi, our users, third parties, or the integrity of the Services.
• We are required to do so by law or a governmental authority.

Where appropriate, we may instead issue a warning, temporarily restrict access, remove offending content, or provide an opportunity to correct a violation before terminating an Account. However, we reserve the right to immediately suspend or terminate Accounts for serious or repeated violations.

Termination does not affect any rights or obligations that accrued before termination.

Sections of these Terms that by their nature should survive termination—including provisions relating to intellectual property, disclaimers, limitation of liability, indemnification, governing law, dispute resolution, and any outstanding payment obligations—will continue to apply.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELOQUENDI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT:

• THE SERVICES WILL ALWAYS BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE.
• DEFECTS WILL BE CORRECTED.
• THE SERVICES WILL MEET YOUR PARTICULAR REQUIREMENTS OR EXPECTATIONS.
• AI-GENERATED CONTENT WILL ALWAYS BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.
• THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELOQUENDI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELOQUENDI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID TO ELOQUENDI FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• ONE HUNDRED U.S. DOLLARS (US $100).

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. IN THOSE JURISDICTIONS, THESE LIMITATIONS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Eloquendi, its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against any claims, liabilities, damages, judgments, losses, costs, expenses, and reasonable attorneys' fees arising out of or related to:

• Your use of the Services.
• Your violation of these Terms.
• Your violation of any applicable law or regulation.
• Your infringement of the rights of another person or entity.
• Your User Content.

This indemnification obligation does not apply to the extent a claim results from Eloquendi's gross negligence, willful misconduct, or violation of applicable law.

Governing Law

These Terms and any dispute arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

Dispute Resolution

We encourage you to contact us first if you have a concern or dispute regarding the Services. Many issues can be resolved quickly through our support team.

Please read this section carefully. Except for the disputes described below, you and Eloquendi agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration rather than in court. The arbitration will be administered by the American Arbitration Association (AAA) under its applicable consumer arbitration rules, and judgment on the award may be entered in any court having jurisdiction. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement.

This arbitration agreement does not apply to: (a) individual claims that qualify for small claims court; or (b) claims seeking temporary or injunctive relief to protect intellectual property or to address misuse of the Services. Such claims may be brought only in the state or federal courts located in Florida, and you consent to the personal jurisdiction and venue of those courts.

CLASS ACTION WAIVER: YOU AND ELOQUENDI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

Your Right to Opt Out: You may opt out of this arbitration agreement and the class action waiver within 30 days of first accepting these Terms by emailing support@eloquendi.com with your name, the email address associated with your Account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

Nothing in these Terms prevents either party from seeking temporary or injunctive relief where necessary to protect its rights or intellectual property.

Export Compliance

You agree to comply with all applicable export control and economic sanctions laws when accessing or using the Services.

You represent that you are not located in, ordinarily resident in, or subject to sanctions imposed by any country or governmental authority that prohibits your use of the Services, and that you are not listed on any applicable government list of prohibited or restricted parties.

Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent.

Eloquendi may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or by operation of law.

Subject to the foregoing, these Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

No Waiver

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

Any waiver must be in writing and signed by an authorized representative of Eloquendi.

Entire Agreement

These Terms, together with our Privacy Policy and any additional terms expressly incorporated by reference, constitute the entire agreement between you and Eloquendi regarding your use of the Services and supersede all prior or contemporaneous agreements, communications, and understandings relating to the Services.

Contact Us

If you have any questions about these Terms or the Services, please contact us:

Eloquendi LLC, 7901 4th St N Ste 300, St. Petersburg, FL 33702, United States

Website: https://eloquendi.com

Email: support@eloquendi.com