Terms of Use

Last Updated: June 3, 2025

These Terms of Use (as amended from time to time, the “Terms”) apply to the content, tools, features, and functionalities (collectively, the “Services”) provided through the Replai application (the “Platform”), which is operated and controlled by the Repali AI Team.

1. Acceptance of These Terms

These Terms constitute a binding agreement between you and us, without the need for any physical, electronic, or digital signature. You agree that your use of Replai and/or our Services is subject to these Terms, which you must read carefully before using the Platform.

By using Replai (including but not limited to downloading, installing, browsing, activating, registering, logging in, accessing, or making payments), you indicate your acceptance of these Terms. If you do not accept these Terms, you may not use Replai in any manner.

Users who have not created an account on Replai are deemed non-registered users upon first use of the Platform and are subject to all provisions of these Terms except those explicitly applicable to registered users.

These Terms include important provisions regarding children. You must be at least 13 years old (or the minimum legal age in your jurisdiction to form a binding contract) to use Replai. If you are between 13 and 18 years of age, a parent or legal guardian must review and consent to these Terms before you use the Services. All payments must be authorized by a parent or guardian. If you are a parent or legal guardian accepting these Terms on behalf of your child, you are responsible for ensuring compliance with these Terms by both you and your child.

Your use of the Services may be subject to additional third-party terms and charges, including but not limited to your mobile carrier’s service terms and fees, such as data usage or overage charges, which are your sole responsibility.

You acknowledge that you have read, understood, and agreed to the collection, use, and disclosure of your personal information in accordance with Replai’s Privacy Policy.

The Platform and Services are provided to you “as is” without any warranties of any kind, and Replai’s liability to you is limited.

These Terms contain important provisions related to purchases and payments. All purchases and payments made via Replai must be initiated by adults. Identity verification measures may be in place to prevent accidental or unauthorized use by children. Under these Terms and in accordance with applicable law, users are not entitled to refunds for completed purchases without a legitimate reason. All payment actions must be authorized by an adult. We implement technical safeguards (such as parental controls) to prevent unintended purchases by minors. Under applicable laws (such as the EU Consumer Rights Directive), you may be entitled to statutory refund rights.

Amendments to the Terms
 You understand and agree that we may amend these Terms at any time without prior notice; however, we will make reasonable efforts to inform you in advance of any material changes that may affect you, including by publishing the revised Terms. You may be required to accept the updated Terms to continue using the Services. You may always review the most current version of the Terms by accessing the appropriate link within the Services. Unless otherwise stated, revised Terms become effective upon posting. Any use of the Services after the effective date constitutes your acceptance of the revised Terms. If you find any changes to the Terms or the Services unacceptable, your sole remedy is to stop accessing and using the Services. These Terms will govern any updates, replacements, or supplements to any portion of the Services provided by Replai, unless those updates are accompanied by a separate license or amended terms, in which case those separate terms will apply.

 

2. User Privacy

2.1. We highly value the protection of your personal information. We will collect, use, store, and share your and/or your child’s personal information in accordance with these Terms, our Privacy Policy, and applicable law. We may synchronize personal information across your mobile devices to better provide our Services.

2.2. You acknowledge that you have read our Privacy Policy, which explains how we process personal data in accordance with the GDPR and other applicable laws. By using Replai, you agree to our Privacy Policy. If you do not agree to the terms of the Privacy Policy, you must immediately stop using or accessing Replai.

For more information, please refer to our full Privacy Policy.

2.3. GDPR Data Subject Rights
 As a user in the European Union or European Economic Area, you have the legal right to:
 (a) access your personal data;
 (b) request correction or deletion of your data;
 (c) restrict processing of your data;
 (d) request data portability;
 (e) object to automated decision-making.

 

3. Protection of Child Users

3.1. We strictly comply with the Children’s Online Privacy Protection Act (COPPA) and the GDPR-K provisions in handling data of minors. We take the protection of child users seriously. In accordance with applicable law, you represent and warrant that you are an adult or the parent and/or legal guardian of the child user. We only provide access to Replai for child users whose parent and/or legal guardian has read and agreed to these Terms. If we learn that such consent has not been provided, we reserve the right to terminate access to our Services for that child user.

3.2. Parents and/or legal guardians should guide their children in practicing internet safety. Minors are not permitted to initiate any payments; all payment transactions must be authorized and carried out by parents or legal guardians only.

 

4. Our Services, Subscriptions, and Payments

4.1. Different Services may have different pricing and payment policies. Depending on the policy in effect at the time of your access, Replai may be available to you for free or for a fee, as shown on the relevant purchase or subscription page.

To access the full benefits of the Services—including privileges indicated on the purchase page—you must subscribe. If you purchase a subscription, the following terms apply:

(a) Auto-Renewal. By purchasing a renewable subscription (where applicable), you agree that your subscription will automatically renew on a monthly, quarterly, or annual basis (as selected by you), unless canceled.
 (b) Recurring Charges. You authorize Apple, Google, or their respective service providers (as applicable) to process subscription payments on your behalf. The subscription price will be displayed at the time of purchase. You will be charged the applicable monthly, quarterly, or annual fee (plus any applicable taxes) for the same subscription plan. Payments will follow the same billing cycle as your current subscription.
EU Special Terms: If you have not used the Service within 14 days of subscribing, you may request a full refund. Additional terms and conditions may apply at the time of renewal, and subscription fees may change. If your subscription plan is no longer available, your renewable subscription will automatically terminate, and you will no longer be charged.
 (c) Cancellation. You may cancel your subscription at any time via the App Store or Google Play settings. For refunds related to any subscription, you must contact Apple or Google, as applicable. Refund requests must be submitted through the original payment platform. We will assist as required by law.

4.2. In exchange for access to the free or subscription-based Services, you acknowledge and agree that Replai may derive revenue, goodwill, or other value from your use of the Services, and you are not entitled to share in any such revenue, goodwill, or value.

 

5. Registration

5.1. Login Credentials. While you may access the publicly available parts of the Services without registering, to enjoy the full benefits, you must download the app and register an account (“Account”). You may also register and log in via a third-party platform (e.g., Google). In such cases, we will create an account associated with your third-party platform credentials.

5.2. Account Security. You are responsible for maintaining the confidentiality of your Account credentials and are fully responsible for all activities that occur under your Account. You agree to notify Replai immediately if you suspect or become aware of any unauthorized use of your credentials or other security breaches. Until such notice is received, Replai will not be liable for any loss or damage resulting from unauthorized use of your credentials.

5.3. Accuracy of Information. When creating your Account, you agree to provide true, accurate, current, and complete information as requested by Replai. You will update your information promptly to maintain its accuracy. We reserve the right, at our discretion, to prohibit, cancel, remove, or reassign usernames and profile links where necessary. We may suspend or terminate your Account, with or without notice, if activities on the Account violate these Terms, damage the Services, infringe or violate any third-party rights, harm Replai’s reputation, or breach any applicable law or regulation.

 

6. Intellectual Property

6.1. User Content Uploaded to the Site
 With respect to any content or other material that you upload to the Services or create using the Services (“User Content”), you represent and warrant that you own all rights, title, and interest in and to such User Content, including without limitation all copyrights and rights of publicity contained therein, or that you are otherwise authorized to use it for the applicable purpose, such as through a license or legal exception or limitation. By creating or uploading any User Content you own or create using the Services, you retain all rights therein (to the extent you originally held such rights) and hereby grant, and shall grant to the fullest extent permitted by law, Replai a non-exclusive, worldwide, royalty-free, fully paid, transferable, sublicensable, perpetual, and irrevocable license to reproduce, display, upload, perform, distribute, store, modify, and otherwise use your User Content for any purpose in connection with Replai, in any form, media, or technology now known or later developed.

6.2. Characters and Generations
 All intellectual property rights, including but not limited to copyrights and trademark rights in the software and services provided, are owned by Replai. For any automated AI characters (“Characters”) that you create or upload using the Services, you retain original rights in the User Content. To provide the Services, you grant Replai a worldwide, non-exclusive license to host, transmit, and display your content.

6.3. Site or Service Content, Software, and Trademarks
 You acknowledge and agree that the Site or Services may include content or features protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws (“Site Content”). In using the Site or Services, you agree not to engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If Replai blocks your access to the Site or Services (including by blocking your IP address), you agree not to circumvent such measures (e.g., by masking your IP or using a proxy). Any use of the Site, Services, or Site Content not expressly authorized herein is strictly prohibited. All rights not expressly granted herein are reserved by Replai.

6.4. Third-Party Materials
 Under no circumstances will Replai be liable for any content or materials of any third party (including characters created by third parties), including but not limited to intellectual property infringement, errors, or omissions in any content, or for any loss or damage incurred as a result of the use of such content. You acknowledge that Replai does not pre-screen content, but that Replai and its designees shall have the right (but not the obligation), at their sole discretion, to refuse or remove any content made available via the Services.

Without limiting the foregoing, Replai and its designees shall have the right to remove any content that violates these Terms or is otherwise objectionable in Replai’s sole judgment. You agree that you must evaluate and bear all risks associated with the use of any content, including any reliance on its accuracy, completeness, or usefulness.

6.5. Trademarks
 The Replai trademarks, service marks, and logos used and displayed through the Services (“Replai Marks”) are the registered and unregistered trademarks or service marks of Replai. Other product and service names appearing on the Services may be trademarks or service marks owned by third parties (“Third-Party Marks,” collectively with Replai Marks, the “Marks”). Except as permitted by law, you may not use the Marks in any manner that disparages Replai or the applicable third party, or their products or services, or in any manner that may damage the goodwill of the Marks (as reasonably determined). You may not use any Mark as part of a link to or from any Service without prior express written consent from Replai. All goodwill generated from the use of any Replai Mark shall inure solely to Replai’s benefit.

 

7. User Content

7.1. Definition
 “User Content” means any content that users upload, post, or transmit (collectively “post”) through or to the Services, including but not limited to text, photos, written user records, audio or audiovisual works, and any other works protected by applicable law, including but not limited to patent, trademark, trade secret, and copyright laws, but excluding any and all Replai Content.

7.2. Screening User Content
 Replai provides users with the ability to submit User Content to or through the Services. Replai does not pre-screen any User Content but reserves the right, in its sole discretion, to remove, block, prohibit, or delete any User Content at any time, with or without notice. We also have the right (but no obligation) to remove, prohibit, block, or delete any User Content that we believe, at our sole discretion, (i) violates these Terms, applicable law, or is otherwise objectionable; or (ii) in response to complaints from other users, content licensors, or government authorities, with or without notice, and without liability to you. Replai makes no guarantees regarding the accuracy, completeness, appropriateness, availability, or quality of any User Content and assumes no responsibility or liability for any User Content, to the extent permitted by law.

7.3. Intellectual Property
 As a condition of accessing and using the Services, you agree not to use your User Content in a manner that infringes on any intellectual property rights. We reserve the right, at any time and in our sole discretion, to remove or block access to, and/or terminate, any User Content and/or your account that infringes or is alleged to infringe any copyrights or other intellectual property rights, with or without notice.

7.4. User Content License
 By submitting User Content on or through the Services, you grant Replai a non-exclusive, non-transferable license, worldwide and solely for purposes of operating the Services, to: technically reproduce, display on the Replai platform, and make necessary security backups; to reproduce, distribute, publicly display, publicly perform (including via digital audio transmission and public communication), offer, create derivative works of, retransmit from external websites, and otherwise use your User Content (in whole or in part) in any and all media and formats now known or later developed, for (a) advertising, marketing, and promoting Replai and the Services; (b) enabling and sharing your User Content with other users of the Services; and (c) delivering the Services as authorized under these Terms. You further grant Replai a royalty-free license to use your username, image, voice, and likeness to identify you as the source of any User Content. You must not post or transmit any User Content that you consider confidential or proprietary. Any User Content you post or transmit to the Services or to Replai will be treated as non-confidential and non-proprietary, and Replai shall have the right to use such content per these Terms without notifying you or incurring any liability.

7.5. You Must Own the Rights to the Content
 If you are not the copyright owner of all elements of the User Content you intend to post, or if you do not have full authority to grant rights, you must not post such content. You represent and warrant that: (a) you own the User Content you post or have the right to grant the licenses described in these Terms; (b) posting and using your User Content does not infringe anyone’s privacy, publicity, copyright, contract, intellectual property, or other rights; (c) no further permissions, royalties, or payments are required to use your User Content, and no attribution to any third party is necessary; and (d) posting your User Content does not violate any agreement between you and any third party. You agree to pay all amounts due to any person as a result of your posting of User Content.

7.6. Waiver of Rights to User Content
 By posting User Content to or through the Services, you waive any right to inspect or approve any marketing or promotional materials related to such content. You also waive any and all privacy, publicity, or other similar rights associated with your User Content. If any moral rights in your User Content cannot be assigned or waived, you agree not to enforce them and not to support, maintain, or permit any action based on such rights in your posted User Content.

7.7. You Agree Not to Upload the Following
 (a) Content that violates the law;
 (b) Content that infringes intellectual property rights;
 (c) Content exploiting children;
 (d) Content inciting illegal activity;
 (e) Discriminatory content based on race, gender, etc.

 

8. Account Management

If you choose or are provided with a username or any other information as part of our security procedures, you must treat such information as confidential and exercise caution not to disclose it to any other person. You acknowledge that your account is personal to you and agree not to provide any other person with access to Replai using your username or other security credentials. You are responsible for all activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your Replai account or any other breach of security.

We reserve the right, at our sole discretion and for any or no reason, to disable any user’s name or other identifier, whether chosen by you or provided by us, including if we believe you have violated any provision of these Terms.

You understand and agree that the only lawful means of obtaining a Replai account is through registration via authorized Replai channels. We do not guarantee the legality or functionality of any account obtained through unauthorized means, and you shall bear full responsibility for any resulting consequences, including but not limited to account deletion, cancellation, reset, or suspension.

You may log in using your Google or Apple account or an account created by yourself. You must not use false information, impersonate others, or register any Replai account using another person’s social media account. If you violate the above, we reserve the right to terminate your access to the service and take appropriate measures (e.g., warnings, restriction or prohibition of certain or all Replai features, termination or deletion of your account). We are not liable for any loss arising from your failure to provide true, accurate information or to update such information in a timely manner.

You understand and agree that your submitted username, avatar, or other registration information must not contain any content that violates laws, social norms, or infringes upon our or others' rights. We reserve the right to review the legality of the registration information you submit and to reject your registration. If your account has already been registered or contains illegal or inappropriate content, we reserve the right, without notice, to issue warnings, demand corrections within a time limit, suspend or permanently ban your account, and you shall bear all resulting liabilities.

You understand and agree that you must not create accounts through fraudulent means or use your Replai account for any illegal activities, harassment, deception of other users, or other violations of these Terms. We reserve the right to take appropriate action for such violations, including but not limited to issuing warnings, demanding correction, suspension, or permanent account bans. You shall bear all liabilities arising therefrom. If any illegal activity is involved, we will cooperate with law enforcement investigations.

 

9. Account Protection

You have control over your account data, and we reserve the right to take action against any account that violates these Terms. You are responsible for all actions under your account and must maintain account security. You must not gift, transfer, lend, lease, sell, share, or use your account in any financial transaction with others. Otherwise, we reserve the right to take appropriate action for your violation, and you shall bear all resulting liabilities.

If you discover that your account has been stolen or is being used abnormally and/or illegally by a third party, you must notify us immediately. Otherwise, all activities under your account will be considered your own. When contacting us, please provide proof of identity as required by applicable law. If we cannot verify your identity, you may not be able to recover your account through security verification, and you shall bear all risks and losses arising therefrom.

 

10. Recharge

To the extent permitted by law, the following terms apply:

10.1. Diamonds. Replai may offer you the ability to purchase, receive, or earn limited, revocable, non-exclusive, non-transferable, non-cash-value virtual currency ("Diamonds") for exclusive use within the service. (According to FinCEN guidelines, Diamonds do not constitute virtual currency and do not possess currency-substitute attributes. Under the U.S. Uniform Virtual Currency Act (UVCA), Diamonds are non-investment assets, do not appreciate in value, are prohibited from secondary market trading, and are registered with California DFPI under registration number: CR123456.)

Diamonds may only be used as permitted by Replai within the service, and you may view your Diamond balance in your profile at any time. Once redeemed for use, Diamonds will be deducted from your account balance and cannot be reused. In the event of any dispute, Replai retains the final right to determine your Diamond account balance. Replai may offer certain features that allow or require the redemption of Diamonds and may, at its sole discretion, modify or discontinue such features or otherwise change how Diamonds are redeemed.

Diamond pricing, including discounts or promotions, is determined by Replai and may change at any time. You agree that Replai has the absolute right, in its sole discretion, to reduce, manage, regulate, control, modify, and/or eliminate Diamonds, and Replai shall not be liable to you for exercising such rights. Notwithstanding any contrary language in the site or any other Replai terms, Diamonds have no monetary or “real-world” value and may only be used within the service. Diamonds may not be redeemed or exchanged for real currency or any services outside the service. Replai reserves the right to revoke your license to Diamonds at any time without notice.

10.2. Restrictions. You agree to pay all fees and applicable taxes related to Diamonds incurred by you or anyone using your registered account. Unless authorized in the service, Replai prohibits and does not recognize any real-world sale, gift, transfer, or trade of Diamonds to any third party, including by law, unless expressly approved in writing by Replai in advance.

Diamonds are for your personal, non-commercial use only and may not be copied, exported, scraped, or otherwise transferred to any other platform or service. Non-compliance with this section constitutes a material breach of these Terms and may result in loss of access to the service. Replai may change the pricing of Diamonds or any other virtual goods offered through the service at any time.

If your account is terminated for any reason (including a violation of these Terms), your license to use Diamonds will also terminate, and you will permanently lose access to those Diamonds. If Replai reasonably suspects that you are engaging in fraudulent or illegal conduct related to Diamonds, Replai reserves the right to restrict your access to the tokens or service. Any trading of Diamonds outside the service is strictly prohibited and constitutes a fundamental breach of these Terms.

In addition to the termination rights mentioned above, Replai may, at its sole discretion, take any and all remedies it deems appropriate and hold you liable for any and all damages, costs, or other losses incurred due to such violations.

You acknowledge that you do not own or have any proprietary interest in Diamonds, and you will not receive money or compensation for unused Diamonds upon closure or termination of your account, whether voluntary or involuntary.

 

11. Third-Party Disputes

To the maximum extent permitted by law, any disputes between you and any third party arising from your use of the service—including but not limited to carriers, copyright holders, or other users—are solely between you and that third party. Unless directly caused by our gross negligence, we shall not be liable for disputes between users or between users and third parties.

 

12. Limitation of Liability

To the maximum extent permitted by law:

 (a) We are not liable for any indirect or incidental damages;

 (b) Our total liability shall not exceed the amount you have paid in the past 12 months.

 

13. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Replai and its affiliates from any claims, actions, or demands, including reasonable legal and accounting fees, arising from:

 (a) your violation of these Terms;

 (b) your access to, use of, or misuse of Replai content or services; or

 (c) your user content.

Replai will notify you of any such claim, action, or proceeding. If Replai believes you are unwilling or unable to defend its interests, Replai reserves the right to assume exclusive control and defense of any matter subject to indemnification. In such case, you agree to cooperate with any reasonable requests to assist Replai, at your own expense.

This indemnification clause does not apply to damages directly caused by Replai’s willful misconduct or gross negligence.

 

14. Term and Termination

14.1. Term. The term of these Terms begins when you first use the service and continues until terminated by either you or Replai.

14.2. Termination. You may terminate these Terms by providing written notice to Replai using the contact information in Section 17, deleting the app from your mobile device, and ceasing all other use of the service. If you wish to delete any user content from the service, you may do so using the functionality provided in the app, but such deletion will not terminate these Terms.

If you breach any provision of these Terms or infringe upon the copyright of any third party, Replai reserves the right, at its sole discretion and without notice, to restrict, suspend, or terminate these Terms and your access to all or part of the service. Replai may also terminate these Terms for any other reason, with or without notice, and reserves the right to modify, suspend, or terminate all or part of the service at any time without notice or liability.

 

15. Agreement to Electronic Communications

By using this service, you may receive certain electronic communications from us, as detailed in our Privacy Policy. Please read the Privacy Policy to understand your choices regarding our electronic communication practices. You agree that any notices, terms, disclosures, or other communications we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

 

16. Miscellaneous

16.1. Governing Law and Arbitration. These Terms are governed by the internal laws of Singapore, without regard to its conflict of laws provisions. Any dispute arising from or in connection with these Terms, including any issues regarding the existence, validity, or termination of these Terms, shall be submitted to arbitration and finally resolved under the rules of the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC rules in force at the time. However, either party may apply to a court for injunctive relief in cases of intellectual property infringement. The rules of SIAC are deemed incorporated by reference into these Terms. The place of arbitration shall be Singapore. The arbitration tribunal shall consist of three (3) arbitrators. The language of arbitration shall be English. By accepting these Terms, you and Replai agree that claims may only be brought individually and not as part of any class or representative action or proceeding. Unless otherwise agreed by you and Replai, the arbitrators may not consolidate or join more than one claim or party, nor may they preside over any form of consolidated, representative, or class action. Furthermore, the arbitrators may only grant relief necessary to resolve the personal claim of the party seeking relief (including monetary, injunctive, and declaratory relief).

For user claims involving amounts less than USD 5,000, the following options are available:

 (a) Online written arbitration

 (b) Handling by the Singapore Small Claims Tribunal

16.2. No Partnership or Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Replai arising from these Terms or your use of the service.

16.3. No Confidential Relationship. You further acknowledge that by submitting user content, no confidential, fiduciary, contract-based, or other relationship, other than as set forth in these Terms, is created between you and Replai.

16.4. Severability. If any court of competent jurisdiction finds any provision of these Terms to be invalid, the invalidity of such provision will not affect the validity of the remaining provisions, which will remain in full force and effect.

16.5. Waiver. The failure of Replai to act or enforce any provision of these Terms shall not be deemed a waiver of that provision or any other provision of these Terms. Any waiver must be made in writing to be effective and shall not be construed as a waiver in any other or future situation.

16.6. Entire Agreement. These Terms, unless explicitly agreed otherwise, constitute the entire agreement between you and Replai regarding the subject matter of these Terms and supersede all prior or contemporaneous agreements, whether written or oral, between the parties regarding the subject matter of these Terms. The section headings are provided for convenience only and have no legal effect.

16.7. Assignment. You may not assign or transfer these Terms or any rights or licenses granted under these Terms, directly or indirectly, without the prior written consent of Replai. Replai may assign these Terms, including all its rights hereunder, without restriction.

16.8. Time Limit for Claims. You agree that, regardless of any contrary statute or law, any claim or cause of action arising from or related to these Terms or the service must be filed within one (1) year after the event giving rise to the claim or cause of action. Otherwise, such claims or causes of action will be permanently barred.

 

17. Contact Us

If you have any questions about these terms or the service, please contact us at:

 Email: [email protected]

 

18. Service Changes

We reserve the right to modify or discontinue the service at any time. Significant changes will be notified to paying users at least 30 days in advance.