Welcome to SpeakPal.ai. These Terms of Service ("TOS") are a legal agreement between you and QLian I.O.T US LLC (owner and operator of SpeakPal.ai), registered at 270 Trace Colony Park, Ste B, Ridgeland, Mississippi, USA ("SpeakPal," "we," "us," or "our"). By accessing or using SpeakPal.ai and related apps, APIs, or services (collectively, the "Services"), you agree to be bound by these TOS and our other policies posted on https://SpeakPal.ai/. If you do not agree, do not use the Services.
1. Overview
SpeakPal is an AI-powered language-learning platform offering vocabulary, phrases, daily and scenario dialogues, practice materials, progress history, and interactive AI Language Tutors across 30+ languages. To help protect younger users, SpeakPal provides an optional Youth Mode with additional safeguards.
2. Eligibility & Accounts
2.1 Registration
Some features require an account. You must provide accurate and up-to-date information and keep it current.
2.2 Credentials
You are responsible for safeguarding your login credentials.
2.3 Responsibility
You agree to take full responsibility for all activities that occur under your user account.
2.4 Account Transfers (Allowed)
SpeakPal permits account transfers or seat reassignments where our policies allow (e.g., institutional seats, permitted personal transfers). A transferee must accept these TOS. Until SpeakPal confirms the transfer (or, for institutions, until the seat is reassigned in the admin console), the original holder remains responsible for account use. Transfers intended to defraud, circumvent fees, or violate law/policy are prohibited and may lead to suspension.
2.5 Suspension/Termination
We may suspend or terminate access for violations of these TOS or applicable law.
3. Institutional & Partner Accounts
3.1 Two Service Pathways
Direct-to-Consumer (D2C): You purchase from SpeakPal (we are the merchant of record).
Institutional/Partner: You receive access via a school, university, education agency, studio, or other partner (the "Institution"). In this pathway, the Institution—not SpeakPal—may be the seller, billing contact, and primary support provider.
3.2 Contracting Parties
For Institutional users: Your commercial relationship (fees, billing, refunds, service scope) is primarily with the Institution that enrolled you. SpeakPal supplies the platform "as a service."
SpeakPal is not a party to the Institution's separate agreement with you unless expressly stated. Any promises, discounts, or claims made by the Institution are their responsibility.
3.3 Support & Refunds (Institutional)
First-line customer service (onboarding, access, cancellations, and most refunds) is provided by the Institution under its policies. SpeakPal may provide second-line technical support for platform issues, but will not process refunds for Institutional purchases unless (i) the Institution authorizes us in writing or (ii) applicable law requires otherwise.
3.4 Data Roles & Compliance
In typical Institutional deployments, the Institution is the independent data controller for its end users; SpeakPal acts as the data processor to deliver the Services.
SpeakPal will process personal data per the Institution's documented instructions and our Privacy Policy and Data Processing Addendum (DPA) (available upon request).
Institutions are responsible for obtaining necessary consents/notices (e.g., parental/guardian permissions where required) and for honoring user rights requests directed to them. SpeakPal will reasonably assist as required by law and any applicable DPA.
3.5 No Accreditation or Instructional Guarantees
SpeakPal provides a technology platform and AI tools. We do not grant academic credit, degrees, or state/provincial accreditation, and we do not guarantee educational outcomes. Any tutoring hours, live classes, or human services offered by an Institution are their own services, outside SpeakPal's scope.
4. Youth & Minor Protection
If you enable Youth Mode, the AI Language Tutor applies added guardrails. AI systems can still make mistakes. Parents/guardians, schools, and Institutions must supervise minors' use, configure settings appropriately, and educate minors on safe online behavior.
5. Acceptable Use
You agree not to:
- Break the law
- Compromise security
- Reverse engineer components except where allowed by law
- Overload, disrupt, or scrape the Services
- Infringe intellectual property
- Upload unlawful or harmful content
- Engage in harassment or abuse
- Misrepresent affiliation
- Bypass access or usage limits
Institutional admins must ensure their users comply.
6. Your Inputs & AI Outputs
6.1 Definitions
"Inputs" are prompts/content you provide; "Outputs" are AI-generated results returned by the Services; collectively, "User Content."
6.2 Ownership
You retain IP rights in your Inputs. For clarity, Outputs may be generated in part from model behavior learned from data patterns, not copied from specific third-party works.
6.3 License to SpeakPal
You grant SpeakPal a non-exclusive, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, display, perform, modify, and create derivative works from your User Content solely to:
- Provide and improve the Services
- Ensure safety, security, and compliance
- Fulfill our legal obligations
If you need a "no-training" or restricted-use mode, contact us for an enterprise agreement.
6.4 Your Responsibility
You are responsible for the legality, accuracy, and use of your User Content. Do not upload confidential or sensitive data unless your plan expressly supports it.
6.5 AI Limitations
⚠️ Important Notice
Outputs may be inaccurate, incomplete, or inappropriate. Use human judgment before relying on Outputs.
7. Intellectual Property
The Services, including all software, models, UI, designs, text, images, audio/video, trademarks, and logos, are owned by SpeakPal or its licensors and protected by law. Except as expressly allowed, you may not copy, modify, distribute, or create derivative works from the Services.
8. Subscriptions, Billing & Refunds
8.1 Payment Methods
For D2C plans, you agree to pay fees shown at checkout via the payment methods we make available (e.g., card payments via our authorized processor).
8.2 Renewals
Subscriptions renew automatically until canceled. You can cancel anytime; access continues through the current billing period.
8.3 Refunds (D2C)
First-time purchase: You may request a refund within 24 hours of payment if there has been no substantial usage (e.g., minimal prompts/less than a reasonable usage threshold).
Renewals or after 24 hours: Non-refundable unless required by law.
If local consumer law grants you additional rights (e.g., EU/UK rules for digital services), those rights will apply.
8.4 Refunds (Institutional)
Handled by the Institution under its policy. SpeakPal will not issue refunds for Institutional purchases unless required by law or expressly authorized by the Institution in writing.
8.5 Taxes
Fees are exclusive of taxes unless stated. You are responsible for applicable taxes.
9. Third-Party Services & Links
The Services may integrate or link to third-party websites, tools, or content. We do not control and are not responsible for third-party offerings. Use them at your own risk and review their terms and privacy policies.
10. Privacy
Your information is handled per our Privacy Policy (posted on https://SpeakPal.ai/). For Institutional users, the Institution's privacy notices may also apply.
11. Disclaimers
The Services are provided "AS IS" and "AS AVAILABLE." To the fullest extent permitted by law, we disclaim all warranties, express or implied (merchantability, fitness for a particular purpose, non-infringement, and accuracy). We do not guarantee uninterrupted or error-free operation or that content will meet your needs.
12. Limitation of Liability
To the fullest extent permitted by law, SpeakPal will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits or revenues; or loss of data, even if advised of the possibility. Our aggregate liability for all claims relating to the Services will not exceed the greater of (a) the amounts you paid to SpeakPal in the 12 months before the claim or (b) USD $100. Some jurisdictions do not allow certain limitations; in such cases, the limitations apply to the maximum extent permitted.
13. Indemnification
You agree to defend, indemnify, and hold harmless SpeakPal, its affiliates, and personnel from claims arising out of:
- Your misuse of the Services
- Your User Content
- Your violation of these TOS or law
- Disputes between you and an Institution or other third party
14. Educational & AI Fiction Reminder
Conversations with AI Language Tutors are simulations designed for language learning. They do not reflect real-world promises, offers, or intentions, and should not be relied upon as professional advice or commitments.
15. Governing Law & Venue
These TOS are governed by the laws of the United States and the State of Mississippi, without regard to conflict-of-laws rules. You agree to the exclusive jurisdiction and venue of state or federal courts located in Mississippi for disputes not subject to mandatory arbitration or other mandatory forums under applicable law.
16. Changes to the Services or TOS
We may update the Services and these TOS from time to time. Material changes will be posted on https://SpeakPal.ai/ and, where appropriate, notified by email. Changes take effect upon posting unless otherwise stated. If you do not agree, discontinue use.
17. Termination
You may stop using the Services at any time. We may terminate or suspend access for any violation of these TOS or as required by law. Upon termination, your right to use the Services ceases, except for provisions that by nature survive (e.g., IP, disclaimers, limitations, governing law).
18. Miscellaneous
If any provision is unenforceable, the remainder stays in effect. These TOS, together with our Privacy Policy and posted policies, constitute the entire agreement between you and SpeakPal regarding the Services. We may assign these TOS or our rights/obligations to an affiliate or in connection with a merger, acquisition, or asset sale. Notices may be delivered via the Services, email, or posting on our site.
19. Contact Information
