Tella Note Terms of Service

Welcome to Tella Note (the "App" and, together with our websites and related services, the "Services"). These Terms of Service (the "Terms") are a binding agreement between you and OneClick Commerce LLC, Los Angeles, CA ("Tella Note," "we," "us," or "our"). By creating an account, downloading, accessing, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1. Account & Eligibility

Registration

You must provide accurate and complete information when creating an account and keep it up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account.

Eligibility

You represent that you are (i) at least 13 years old, and (ii) not barred from using the Services under applicable law.

Schools/Institutions

The Services are provided direct-to-consumer and are not provided by, or on behalf of, an educational institution. We are not a "school official" under FERPA.

2. License & Ownership

License to You

Subject to these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to install and use the App on devices you own or control and to access and use the Services for your personal, non-commercial purposes.

Ownership

We and our licensors own all rights, title, and interest in and to the Services and all related intellectual property. Except for the rights expressly granted, we reserve all rights.

3. User Content & Your Responsibilities

Your Content

"User Content" includes your audio/video recordings, transcripts, notes, flashcards, quizzes/study guides, class names/folders, attachments, messages, and any other material you upload or create using the Services. You retain ownership of your User Content.

License to Operate the Services

You grant us a limited, nonexclusive, worldwide, royalty-free license to host, process, transcribe, analyze, and display your User Content solely to provide and improve the Services (e.g., converting recordings to notes, generating study materials, syncing across devices, and providing customer support).

AI Features

Certain features use machine learning models to transform User Content. We do not use your personal study content to train AI models without your explicit opt-in. (See our Privacy Policy.)

Your Responsibilities

4. Acceptable Use

You agree not to, and not to permit others to:

• Copy, modify, reverse engineer, decompile, or attempt to extract source code from the Services, except as permitted by law;
• Interfere with or disrupt the Services, bypass any security measures, or access non‑public areas;
• Upload or share content that is unlawful, infringing, harassing, misleading, or otherwise objectionable;
• Use the Services to violate privacy or intellectual property rights, including recording without required consent;
• Use automated means (bots/scrapers) without our prior written permission;
• Misrepresent your identity or affiliation or engage in academic dishonesty (e.g., submitting AI‑generated materials where prohibited by your institution).

5. Subscriptions, Trials, and Billing (iOS)

In‑App Purchases

Paid features may be offered as in‑app purchases or subscriptions processed by Apple. When you make a purchase, you enter into a billing relationship with Apple, not Tella Note. Your payment method and billing terms are governed by Apple Media Services Terms and Conditions.

Auto‑Renewing Subscriptions

Subscriptions renew automatically unless canceled at least 24 hours before the end of the current period. Your account will be charged for renewal within 24 hours prior to the end of the current period.

Managing Subscriptions

You can manage and cancel subscriptions by opening Settings on your iOS device, tapping your Apple ID > Subscriptions, and following the prompts. Deleting your account or the App does not cancel a subscription.

Free Trials

If offered, trials convert to paid subscriptions unless canceled before the trial ends. Once converted, your subscription will auto‑renew as described above.

Refunds

Refunds for iOS purchases are handled by Apple. You can request a refund by visiting reportaproblem.apple.com or following Apple's instructions. We do not provide duplicate or additional refunds for purchases made through Apple.

Price Changes

If subscription prices change, Apple may notify you and, where required, obtain your consent. Continued use after a price change may require accepting the new price.

6. Third‑Party Services

The Services may integrate with or link to third‑party products or services (e.g., cloud storage, transcription, AI models). We are not responsible for third‑party terms or practices. Your use of any third‑party service is subject to its terms and privacy policy.

7. Privacy

Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, and share information. Contact us at hey@tellanote.ai with questions.

8. Copyright & DMCA

We respect intellectual property rights. If you believe content on the Services infringes your copyright, please send a notice to hey@tellanote.ai with the following: (i) your contact information; (ii) a description of the copyrighted work; (iii) the location of the allegedly infringing material; (iv) a statement that you have a good‑faith belief the use is not authorized; (v) a statement, under penalty of perjury, that the information is accurate and you are the copyright owner or authorized agent; and (vi) your physical or electronic signature. We may terminate accounts of repeat infringers.

9. Disclaimers

No Warranties

No Professional Advice

Content generated by the Services (including notes, summaries, flashcards, quizzes, or AI responses) may contain errors and is provided for informational and study purposes only. It does not constitute professional, legal, medical, educational, or other advice. You are responsible for verifying accuracy against your course materials.

10. Limitation of Liability

11. Indemnification

You agree to defend, indemnify, and hold harmless Tella Note and its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (i) your access to or use of the Services; (ii) your User Content; (iii) your breach of these Terms; or (iv) your violation of applicable law or third‑party rights.

12. Termination

You may stop using the Services at any time. We may suspend or terminate your access (in whole or part) if we believe you have violated these Terms, pose a risk, or for any reason with notice where feasible. Upon termination, the license granted to you ends. Sections that by their nature should survive (e.g., ownership, disclaimers, limitations of liability, arbitration) will survive.

13. Changes to the Services or Terms

We may modify the Services and these Terms. If we make material changes, we will provide reasonable notice (e.g., in‑app notice or email). Your continued use after the effective date of changes constitutes acceptance.

14. Dispute Resolution; Arbitration; Class Waiver

Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting hey@tellanote.ai. If we cannot resolve within 30 days, either party may bring a formal proceeding.

Binding Arbitration

Except for small claims court and claims for injunctive or equitable relief, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its applicable rules. The arbitration will take place in Los Angeles County, California, or by video/phone where permitted. The arbitrator may award relief only to the extent necessary to remedy your individual claim.

Class Action Waiver

You and Tella Note agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any class or representative action. The arbitrator may not consolidate claims of more than one person.

Opt‑Out

You may opt out of arbitration within 30 days of first accepting these Terms by emailing hey@tellanote.ai with subject "Arbitration Opt‑Out" and your account email. If you opt out, or if this section is found unenforceable, disputes will be resolved exclusively in the state or federal courts located in Los Angeles County, California, and you and Tella Note consent to jurisdiction and venue there.

15. Additional Terms for iOS App (Apple‑Required)

You acknowledge and agree that:

16. Export & Sanctions

You may not use, export, or re‑export the App except as authorized by U.S. law and the laws of the jurisdiction(s) in which the App was obtained.

17. Miscellaneous

• Entire Agreement: These Terms constitute the entire agreement between you and us regarding the Services and supersede all prior agreements on the same subject.
• Severability: If any provision is held invalid, the remaining provisions will remain in full force and effect.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
• No Waiver: Our failure to enforce any provision is not a waiver of our right to do so later.
• Notices: We may provide notices by email, in‑app messages, or postings within the Services.

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