Terms of Service

Last updated: October 11, 2026

1. These Terms

1.1 Who we are. Totipo is provided by Beomseok Seo, an individual doing business as [BUSINESS NAME], [MAILING ADDRESS] ("Totipo," "we," "us" or "our").

1.2 What these Terms cover. These Terms of Service ("Terms") are a legal agreement between you and Totipo. They govern your use of the Totipo mobile app, the website at totipo.app, the servers and programming interfaces the app connects to, and every feature we offer through them, including the AI app builder, the apps you make, backups, the App Market, the API Market, credits and Toti (together, the "Service").

1.3 How you accept. You accept these Terms when you tap "Agree & Continue" in the app, when you sign in or create an account, or when you otherwise use the Service, whichever happens first. If you don't agree, don't use the Service. If you use the Service on behalf of an organization, you also accept these Terms for that organization and promise that you're authorized to do so.

1.4 Additional terms. Some features show additional terms in the app, such as the Publisher Terms shown when you publish to the App Market and the price, data and usage details shown for an API in the API Market. Those terms are part of these Terms. If they conflict with these Terms, the additional terms control for that feature, except that Section 19 always controls.

1.5 Privacy. Our Privacy Policy explains how we collect, use and share personal information. Please read it.

2. Who can use Totipo

2.1 Age. You must be at least 13 years old to use the Service. The Service isn't directed to children under 13, and we don't knowingly collect personal information from them. If you're at least 13 but under 18, or under the age of majority where you live, you may use the Service only with the involvement and consent of a parent or legal guardian who agrees to these Terms for you and is responsible for your use, including any purchases.

2.2 Publishing and Toti. You must be at least 18 years old, and the age of majority where you live, to publish apps on the App Market or to earn or use Toti.

2.3 Other requirements. You may not use the Service if you're barred from doing so under the laws of the United States or any other applicable jurisdiction, if you're located in a country or region subject to comprehensive U.S. sanctions, if you're on a U.S. government list of prohibited or restricted parties, or if we previously suspended or terminated your access.

3. Accounts and the free trial

3.1 Signing in. You create an account by signing in with Apple or Google. Your account is for you alone. You're responsible for everything that happens through your account and for keeping your device and your Apple or Google account secure. Tell us right away at totipotentapp@gmail.com if you think someone has used your account without permission. We aren't responsible for losses caused by someone using your account or device, or by a breach of your Apple or Google account.

3.2 One account per person. You may not create or use more than one account, share or sell an account, or create accounts by automated means, including to get more welcome credits, free trials or Toti.

3.3 Free trial. You can try the AI app builder without an account for a limited number of messages and usage, as shown in the app. The free trial is offered once per device. To enforce this, the app creates a device identifier that our servers store only in hashed form, as described in the Privacy Policy. You may not reset, fake or otherwise get around device identifiers or trial limits. We may change, limit or end the free trial at any time.

3.4 Accurate information. Information you give us, including your publisher name, must be accurate and must not impersonate anyone or mislead others.

4. The Service

4.1 What Totipo does. Totipo lets you describe an app in plain language and uses artificial intelligence to build it. The apps you make ("Your Apps") are small web-based programs that run inside Totipo on your device. Your Apps can save data on your device, and through Totipo they can use live data from third-party providers and AI features. You can back up Your Apps to your account, publish them to the App Market, and get apps that others published.

4.2 Changes to the Service. We're constantly changing the Service. We may add, change, limit, suspend or remove any feature, data source, AI model, price, limit or content at any time, with or without notice, and we have no obligation to keep any feature available. We aren't liable to you for any such change.

4.3 Test and early features. Some features are labeled as test, beta, preview or early-access features, or may not be fully built yet. They're provided for evaluation, may not work correctly, may change or end at any time, and are provided entirely "as is."

4.4 Availability. The Service depends on the internet, your device, app stores and third-party providers we don't control. We don't promise that the Service will be available at any particular time, will work on any particular device, or will be free of errors or interruptions. We may limit usage, such as the number or rate of requests, to protect the Service.

4.5 Updates. We may update the app, including automatically and over the air. Some updates may be required to keep using the Service.

5. Your apps live on your device

5.1 Device storage. Your Apps, the data you save in them, your chats with the AI builder and saved earlier versions of your apps are stored inside Totipo on your device. We don't have a copy of them unless you back an app up or publish it. If you delete Totipo, reset or lose your device, or your device's storage fails, that information may be permanently lost, and we can't recover it.

5.2 Backups. Backups are a convenience. They include an app, its saved data and its AI chat as they were when you backed them up; they don't include saved earlier versions. You're responsible for backing up anything you care about. We don't promise that a backup will succeed, be complete, stay available or restore correctly. Restoring a backup replaces the copy of that app on your device, including its data and chat. Deleting a backup, or your account, deletes it permanently.

5.3 Earlier versions. Totipo keeps a limited number of earlier versions of each app on your device so that changes can be undone. Older versions are removed automatically, and versions aren't kept for every change.

5.4 Content from the internet. Your Apps, and apps from the App Market, may load fonts, code libraries, images and other content from third-party websites, which then receive your device's IP address and technical information. Those websites are governed by their own terms and policies, and we aren't responsible for them.

5.5 Your responsibility. You decide what apps to make, keep, change, run and share, and what data to put in them. You're responsible for checking that an app works the way you need before you rely on it.

6. AI features

6.1 How AI is used. The AI app builder and the AI features in apps ("AI Features") use AI models provided by third parties, currently OpenAI. When you use AI Features, we send what's needed to answer your request, as described in the app and in the Privacy Policy, to those providers. Before anything is sent, the app asks for your permission. If you don't give it, AI Features won't work.

6.2 Output. What AI Features produce, including apps, code, text, images and audio, is "Output." Output is generated automatically by machine learning, and we don't review it before you see it. Output may be inaccurate, incomplete, outdated, offensive, insecure, harmful, biased, or not what you asked for. It may contain bugs that cause an app to fail or lose the data saved in it. The AI may make changes you didn't request. Output may be similar or identical to output given to other people, and other people may get similar apps.

6.3 Rely on Output at your own risk. You're responsible for evaluating Output, including its accuracy and suitability, before using or relying on it. Output is not professional advice. Don't use the Service or Output as a substitute for advice from a qualified professional, including medical, mental health, legal, financial, tax, investment, insurance or safety advice, and don't rely on it in an emergency. In an emergency, call 911 or your local emergency number.

6.4 Ownership of Output. As between you and Totipo, and to the extent permitted by law, you own the Output generated for you, and we assign to you any right, title and interest we may have in it, subject to these Terms and to the license in Section 7.2. Output may not be protected by copyright or other intellectual property law. This assignment doesn't cover our software, the Totipo app runtime, or the content of third parties.

6.5 Rules for AI Features. You must follow Section 8 and the usage policies of our AI providers, including the OpenAI Usage Policies. You may not use AI Features or Output to develop models that compete with our providers or with us, to extract the instructions or models behind them, or to mislead anyone by presenting Output as human-generated where that matters. We and our providers may use automated systems to detect and block requests that may violate these rules, and the AI may decline requests.

6.6 Costs. AI Features use credits, as described in Section 9. The amount of AI processing a request needs can't always be predicted, so a request may use more credits than you expected.

7. Your content

7.1 What's yours. "Your Content" means everything you give the Service or create with it, including your messages and requests, Your Apps, the data saved in them, backups, Output generated for you, and App Market listings. As between you and Totipo, you keep the rights you have in Your Content.

7.2 License to us. You grant Totipo and our service providers a worldwide, non-exclusive, royalty-free, fully paid, transferable and sublicensable license to host, store, copy, transmit, process, analyze, format, display and otherwise use Your Content as needed to operate, provide, secure, maintain and improve the Service, to comply with law, and to enforce these Terms. For apps you publish, Section 11.6 also applies. This license lasts for as long as Your Content is in the Service and for a reasonable time afterward to delete it from our systems and those of our providers, and it continues for anything you've already shared with other users, such as apps they got from the App Market.

7.3 Your promises. You promise that you have all rights needed to give us Your Content and the license above, and that Your Content and our use of it under these Terms won't violate any law or anyone's rights, including intellectual property, privacy and publicity rights.

7.4 We may remove content. We don't have to monitor Your Content, but we may review it, and we may refuse, block, remove or disable access to any content or app, including from your account, the App Market or our servers, at any time and for any reason, including if we believe it violates these Terms or the law or could harm anyone.

7.5 Feedback. If you send us ideas, suggestions or other feedback, we may use it for any purpose without restriction or payment to you.

8. Acceptable use

You may not use the Service, Your Apps, AI Features or the App Market, or help anyone else, to:

1. break any law or regulation, or encourage or help anyone else to;
2. infringe, misappropriate or violate anyone's intellectual property, privacy, publicity or other rights, including by publishing apps or content you don't have the rights to;
3. create, publish or share content that sexually exploits or endangers children, including child sexual abuse material, which we report to the National Center for Missing & Exploited Children and to law enforcement;
4. create or share sexually explicit content, non-consensual intimate images, or content that harasses, threatens, bullies, defames, or promotes violence, terrorism, hatred or discrimination against people based on protected characteristics;
5. promote or provide instructions for self-harm, suicide or eating disorders, or for creating weapons capable of mass harm;
6. build apps that collect passwords, payment details or other sensitive information under false pretenses, impersonate another person, business or service, or otherwise deceive or defraud people;
7. build apps that collect personal information about other people without the notice and consent the law requires, or that track, monitor or surveil people;
8. offer real-money gambling, sell regulated goods or services, or provide services that require a license you don't have;
9. use the Service for decisions with legal or similarly significant effects on people, such as employment, credit, housing, insurance, education or access to essential services, or in situations where failure could lead to death, injury or serious damage;
10. send spam or unsolicited messages, or manipulate App Market rankings, downloads, sales or reviews;
11. get or use credits, free trials or Toti in ways these Terms don't allow, including by using multiple accounts, fake or reset device identifiers, getting your own apps through other accounts, or exploiting errors;
12. upload or create malware or code that harms, disrupts or gains unauthorized access to any device, system, account or data, or tries to break out of the environment Your Apps run in;
13. access the Service other than through the Totipo app and the interfaces we provide, or use bots, scrapers or other automated means except as we allow in writing;
14. copy, modify, decompile, reverse engineer or try to discover the source code of the Service, except where the law clearly allows it despite this restriction;
15. interfere with or overload the Service, get around rate limits, security or access controls, or test the Service's vulnerabilities without our written permission (you may report security issues to totipotentapp@gmail.com with the subject line "Security");
16. use the Service in violation of the terms of any third-party provider whose data or services it uses; or
17. resell, sublicense or provide the Service to others as a service, except by publishing apps on the App Market as these Terms allow.

We may investigate suspected violations and take any action we consider appropriate, including removing content, reversing credits or Toti, suspending or terminating accounts, blocking devices, and reporting to law enforcement.

9. Credits

9.1 What credits are. Credits are units used to pay for features of the Service, such as the AI app builder, AI Features, live data in Your Apps and App Market apps. Credits are a limited, non-exclusive, non-transferable, revocable license to use those features. They aren't money, a deposit, a security or property. They have no cash value, earn no interest, aren't insured, and can't be exchanged for cash or anything of value outside the Service, sold, transferred or given to another account, except where the law requires otherwise.

9.2 Getting credits. New accounts receive free welcome credits. We may also give promotional credits. Where available, you can buy credit packs through the Apple App Store or Google Play, and those purchases are also governed by the app store's terms. Prices may vary by place and may include taxes.

9.3 Using credits. The app shows what features cost, such as a fixed number of credits per call or a rate for metered AI usage. Metered features are charged after each request based on the processing it actually used, which can't be predicted exactly. A request can be refused in advance if your balance may not cover it. If a request costs more than your remaining balance, it uses what's left and your balance doesn't go below zero. Some requests that fail after a provider has done the work, such as an AI response that is refused or empty, are still charged. Credits are used in the order we choose. We may change what features cost, but changes don't affect credits already charged.

9.4 Apps you run use your credits. When you run an app, including one from the App Market, its live data and AI features use your credits. You're responsible for the apps you choose to run and the credits they use, even if an app uses more than you expected. We may, but don't have to, limit how many credits an app can use.

9.5 No refunds. All purchases of credits are final and non-refundable, and credits that have been used, have expired, or were forfeited aren't refunded, except where the law requires otherwise or under the refund policy of the app store you bought them through. Refund requests for app store purchases must go to the app store. We may, at our sole discretion, give credits back, for example when we remove a Market App version you paid for; doing so once doesn't oblige us to do it again.

9.6 Expiration and forfeiture. Purchased credits don't expire while your account is open. Welcome and promotional credits may expire or be revoked as stated when given, or with notice. All credits in an account are permanently forfeited when the account is deleted or terminated, and we may reverse credits obtained by mistake, fraud, chargeback, or in violation of these Terms.

9.7 Errors. We may correct errors in balances or charges, including by adding or removing credits, even after the fact.

9.8 Test mode. While payments aren't available, the app may let you add credit packs for free in a test mode. Credits added in test mode are promotional credits that we may remove at any time.

10. Toti

10.1 What Toti is. Toti is a reward that publishers earn when other people get their apps from the App Market, under the Publisher Terms shown in the app. 1 Toti can be used as 1 credit in the Service. Toti is a limited, non-transferable, revocable license, like credits. It isn't money, wages, a commission, a security or property. Toti has no cash value and can't be bought, sold, transferred, gifted, or exchanged for cash or anything of value outside the Service.

10.2 Earning Toti. How much Toti a sale earns, which sales earn it, and when it can be used are set by the Publisher Terms, which we may change for future sales. Toti is earned only when we record it in your account. We may hold, withhold, adjust or reverse Toti if we suspect fraud, self-dealing, multiple accounts, manipulation, a chargeback or refund, an error, or a violation of these Terms, and our decision is final.

10.3 Using Toti. Available Toti can be used as credits, which are then governed by Section 9. Totipo doesn't currently let you cash out Toti. If we ever offer another way to use Toti, such as a cash payout, it will be governed by separate terms we announce in advance, which may require identity and tax information, fees, minimums and eligibility requirements.

10.4 Ending the program. We may change or end Toti at any time. If we end it, we'll give at least 30 days' notice, during which you can use available Toti as credits. Toti is permanently forfeited when your account is deleted or terminated, or when the program ends.

10.5 Not employment. Publishing apps doesn't make you our employee, contractor, agent or partner, and Toti isn't compensation for services.

11. The App Market

11.1 Apps made by other people. The App Market lists apps that other users made and published ("Market Apps"). Market Apps, their listings and their publisher names come from those users, not from Totipo. We review Market Apps before they're listed, but our review is limited and is for our own purposes: we don't create, test, verify or endorse Market Apps, and we don't promise that a Market App is safe, accurate, legal, working, or as described. You use Market Apps at your own risk.

11.2 Getting a Market App. Getting a Market App charges the price shown, in credits, each time you download it. Updates to a Market App that's on your device are free. If you delete a Market App, downloading it again is charged again. A Market App starts with no data, and you can change your copy with the AI. A listing may be changed or removed at any time, and we don't promise that any Market App or its updates will stay available.

11.3 Your license to a Market App. The publisher grants you a personal, non-exclusive, non-transferable, non-sublicensable license to install, use and modify your copy of a Market App inside Totipo, for your own non-commercial use, for as long as you comply with these Terms. You may not publish, sell, distribute or share a Market App or a copy or modified version of one. The Service checks published apps for copies and refuses them.

11.4 Updates replace changes. Updating a Market App replaces its screens and code, including changes you made, though Totipo keeps the version before the update on your device. A new version may not show data saved by an earlier one.

11.5 Publishing. To publish, you must meet Section 2.2. You're solely responsible for each app you publish, its listing and its price, and for complying with all laws that apply to it, including consumer protection, privacy, intellectual property and export laws. You promise that each app you publish is your own original work or that you otherwise have all rights needed to publish it, and that it complies with these Terms. Your publisher name is shown publicly.

11.6 Licenses you grant when publishing. When you publish an app, you grant (a) Totipo a worldwide, non-exclusive, royalty-free, sublicensable license to host, copy, distribute, display, perform, make available, update and promote the app and its listing (including its name, icon and description) to users and in marketing for the Service, and (b) every user who gets the app the license in Section 11.3. These licenses continue after you update or remove the listing, or delete your account, for every copy and version users already got, and for as long as needed to deliver updates they're entitled to.

11.7 Our control of the App Market. We may refuse, remove, hide, reorder or delist any app or listing, change how listings are shown, and set rules and limits for prices and listings, at any time and for any reason, with or without notice. We may also remove a version of a Market App so that it no longer runs on anyone's device, in which case Totipo offers to go back to an earlier version saved on your device, if there is one. We're not obligated to publish or keep any app on the App Market, and we don't promise any number of downloads or any Toti. Apps published on the App Market can't load code from the internet and run with stricter limits than your own apps, and Totipo may ask you before a Market App uses more of your credits.

11.9 Reporting and blocking. You can report a Market App, and block a publisher so their apps don't show in your App Market. We review reports and decide what, if anything, to do; an app may be hidden automatically while reports are reviewed. Don't send false or abusive reports.

11.8 Disputes between users. Your dealings with other users, including publishers and people who get your apps, are solely between you and them. To the fullest extent the law allows, you release Totipo and the Totipo Parties (defined in Section 16) from all claims, demands and damages of every kind, known and unknown, arising out of or connected with those dealings. If you're a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You also waive any similar law of any other jurisdiction.

12. The API Market and third-party services

12.1 Third-party data. The API Market lets Your Apps use data and services from third-party providers, such as weather, exchange rates, stock and cryptocurrency prices, earthquakes, drug labels, nutrition, books and search. Totipo passes your app's requests to the provider and returns its response. We don't control these providers, and we don't guarantee that their data is accurate, complete, current or available.

12.2 Don't rely on it for important decisions. Data from third parties is for general information only. It isn't medical, financial, investment or safety advice, it may be delayed or wrong, and it must not be used for emergencies, for trading, or for medical or safety decisions. Follow official sources, such as the National Weather Service and emergency authorities, for alerts and warnings.

12.3 Third-party terms. Your use of third-party data and services may be subject to the providers' own terms and attribution requirements, and you must comply with them. This product uses the TMDB API but is not endorsed or certified by TMDB. We may add, change or remove providers and APIs at any time.

12.4 Other third-party services. The Service relies on and links to services we don't control, including Apple, Google, OpenAI and the websites Your Apps may load content from. We aren't responsible for third-party services, content or websites, and your use of them is at your own risk and subject to their terms.

13. Our intellectual property

13.1 Ours. The Service, including our software, the app runtime and SDK, AI instructions, designs, text, graphics and the Totipo name and logo, belongs to Totipo and its licensors and is protected by intellectual property laws. Except for the rights we expressly grant in these Terms, we reserve all rights.

13.2 Your license to use the Service. Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Totipo app on devices you own or control, and to use the Service, for your own use. You may not use our names, logos or trademarks without our written permission.

14. Copyright policy (DMCA)

14.1 Notices. We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act, 17 U.S.C. § 512. If you believe content in the Service, such as a Market App or listing, infringes your copyright, send our designated agent a written notice that includes:

1. a physical or electronic signature of the copyright owner or a person authorized to act for them;
2. identification of the copyrighted work you claim is infringed;
3. identification of the material you claim is infringing, with enough information for us to locate it, such as the app's name and publisher name;
4. your name, address, telephone number and email address;
5. a statement that you have a good-faith belief that the use isn't authorized by the copyright owner, its agent or the law; and
6. a statement that the information in the notice is accurate and, under penalty of perjury, that you're authorized to act on behalf of the copyright owner.

14.2 Designated agent. Beomseok Seo, [MAILING ADDRESS]; email totipotentapp@gmail.com with the subject line "DMCA Notice."

14.3 Counter-notices. If your content was removed and you believe it was removed by mistake or misidentification, you may send our designated agent a counter-notice that includes your physical or electronic signature; identification of the removed material and where it appeared; a statement under penalty of perjury that you have a good-faith belief that it was removed as a result of mistake or misidentification; your name, address and telephone number; and a statement that you consent to the jurisdiction of the federal district court for your address (or, if you're outside the United States, any judicial district in which Totipo may be found) and will accept service of process from the person who sent the original notice. We may restore the material as the DMCA permits.

14.4 Repeat infringers. We terminate, in appropriate circumstances, the accounts of users who repeatedly infringe. Someone who knowingly makes a false claim in a notice or counter-notice may be liable for damages under 17 U.S.C. § 512(f).

15. Suspension and termination

15.1 By you. You may stop using the Service at any time. You can delete your account in the app (Account → Delete Account). Deleting your account permanently deletes it and the information we keep for it, as described in the Privacy Policy, including your credits, Toti, backups and App Market listings. Any credits and Toti left in your account are forfeited and aren't refunded or paid out (Sections 9.5, 9.6 and 10.4), except where the law requires otherwise or under the refund policy of the app store you bought them through. Apps on your device aren't affected.

15.2 By us. We may suspend or terminate your access to all or part of the Service, block your devices, or delete your account, at any time and for any reason, including if we believe you violated these Terms or the law, if required by law, to protect the Service or others, or if we stop offering the Service. Where appropriate and lawful, we'll try to give you notice. We may also close accounts that have been inactive for 24 months after giving at least 30 days' notice to the email address on the account.

15.3 Effect. When your account is deleted or terminated, your license to use the Service ends, and your credits, Toti, backups and listings are forfeited and may be deleted. Sections 5.1, 6.2–6.4, 7, 9.1, 9.5–9.7, 10.1, 10.4, 11.3, 11.6, 11.8, and 13 through 27, and any other terms that by their nature should survive, survive termination.

16. Disclaimers

The Service, including AI Features, Output, Your Apps, Market Apps, backups, credits, Toti and all third-party data and services, is provided "as is" and "as available," with all faults and without warranties of any kind. To the fullest extent permitted by law, Totipo, its affiliates, and their officers, directors, employees, agents, licensors and service providers (the "Totipo Parties") disclaim all warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy and non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the above, the Totipo Parties don't warrant that the Service or any Output, app or data will be accurate, reliable, complete, secure, available, uninterrupted, error-free or free of harmful components; that apps will work as intended or keep the data saved in them; that backups will succeed or restore; that any content will remain available; or that defects will be corrected. You're solely responsible for any damage to your device, any loss of data, and any other loss that results from your use of the Service, AI Features, Your Apps or Market Apps.

Some jurisdictions don't allow the disclaimer of implied warranties, so some of the above may not apply to you. In that case, implied warranties are limited to the shortest duration and the minimum scope the law allows.

17. Limitation of liability

To the fullest extent permitted by law, in no event will the Totipo Parties be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data, apps, content, credits or Toti, or for the cost of substitute services, arising out of or relating to these Terms or the Service, however caused and under any theory of liability, including contract, tort (including negligence), strict liability or statute, even if they were advised of the possibility of such damages.

To the fullest extent permitted by law, the total liability of the Totipo Parties for all claims arising out of or relating to these Terms or the Service is limited to the greater of (a) the amounts you paid for credits in the 12 months before the event giving rise to the liability, and (b) fifty U.S. dollars (US $50).

These limitations apply even if a remedy fails of its essential purpose, and they reflect an allocation of risk that is an essential basis of the bargain between you and Totipo. They don't limit liability that can't be limited under applicable law, such as liability for fraud, or, where the law doesn't allow it to be limited, liability for gross negligence, willful misconduct, or death or personal injury caused by negligence.

18. Indemnification and release

18.1 Indemnification. To the fullest extent permitted by law, you will defend (at our option), indemnify and hold harmless the Totipo Parties from and against all claims, demands, actions, losses, damages, liabilities, fines, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Your Content and Your Apps; (b) any app you publish on the App Market, its listing, and its use by others; (c) your use of the Service; (d) your violation of these Terms or of any law; or (e) your violation of anyone else's rights. We may take over the defense of any claim, in which case you'll cooperate with us. You may not settle a claim covered by this Section without our written consent.

18.2 Release. The release in Section 11.8, including the waiver of California Civil Code Section 1542, also applies to claims arising out of or connected with Output, Market Apps and third-party data and services.

19. Arbitration agreement and class action waiver

19.1 Informal resolution first. Most concerns can be resolved quickly by contacting us at totipotentapp@gmail.com. Before starting an arbitration or a small claims case, you and Totipo each agree to first try to resolve the dispute informally. The party with a claim must send the other a written notice of dispute ("Notice"). Notices to Totipo go to totipotentapp@gmail.com with the subject line "Notice of Dispute"; notices to you go to the email address on your account, if any. The Notice must include the claimant's name, the email address of the account (or, if none, a description of how the claimant used the Service), a description of the dispute, and the relief sought, and it must be personally signed by the claimant (and by their lawyer, if they have one). For 60 days after a complete Notice is received, the parties will try in good faith to resolve the dispute, including through an individual telephone or video conference that the claimant and a Totipo representative personally attend (lawyers may attend as well). A separate Notice and conference are required for each claimant, but lawyers for multiple claimants may join conferences for their clients. Completing this process is a condition to starting an arbitration or lawsuit. Statutes of limitations and filing deadlines are tolled while the parties are in this process.

19.2 Agreement to arbitrate. You and Totipo agree that any dispute, claim or controversy between you and Totipo (or any Totipo Party) arising out of or relating in any way to these Terms, the Service, Output, credits, Toti, the App Market, our privacy practices, or any communications or advertising, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether it arose before or after you accepted these Terms (a "Dispute"), will be resolved by final and binding individual arbitration, except as provided in Section 19.3. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), and evidences a transaction in interstate commerce.

19.3 Exceptions. Either party may (a) bring an individual claim in small claims court, as long as it stays there and proceeds only on an individual basis; (b) bring a claim in court for infringement, misappropriation or misuse of intellectual property, or seek temporary or preliminary injunctive relief in court to prevent irreparable harm pending arbitration; and (c) handle a request for public injunctive relief as described in Section 19.10.

19.4 Who decides. The arbitrator decides all issues about the interpretation, applicability, scope, formation and enforceability of this agreement to arbitrate, including any claim that it is unconscionable or void, except that a court of competent jurisdiction decides (a) whether Section 19.6 (class action waiver) is valid, enforceable or was violated; (b) disputes about Section 19.7 (mass filings), including the payment of fees for mass filings; (c) whether Section 19.1 was followed, if that is disputed; and (d) issues under Section 19.10.

19.5 Rules, arbitrator and hearing. The arbitration will be administered by JAMS under its Streamlined Arbitration Rules & Procedures (if the amount in dispute is US $250,000 or less) or its Comprehensive Arbitration Rules & Procedures (otherwise), together with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness ("Consumer Minimum Standards") and, where they apply, the JAMS Mass Arbitration Procedures and Guidelines (together, the "JAMS Rules"), as modified by this Section, available at jamsadr.com. If JAMS is unavailable or unwilling to administer the arbitration consistent with this Section, the parties will agree on another administrator, or a court will appoint one under 9 U.S.C. § 5. A single arbitrator will decide the arbitration. The arbitrator must be a retired judge or a lawyer with at least 10 years of experience. If the amount claimed is US $25,000 or less, the arbitration will be decided on written submissions alone unless the arbitrator decides a hearing is needed. Otherwise, any hearing will be held by video conference unless the arbitrator decides it should be in person, in which case it will be held in the county where you live (if you live in the United States) or in New Castle County, Delaware. The arbitrator will apply the substantive law that applies under Section 20 and these Terms, may award the same remedies a court could award on an individual basis, and will issue a written decision explaining the essential findings and conclusions. The award is final and binding, and judgment on it may be entered in any court with jurisdiction. An award has no effect on any other dispute or party.

19.6 Class action waiver. You and Totipo 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, representative or private attorney general action or proceeding. The arbitrator may not consolidate more than one person's claims (except as provided in Section 19.7), may not preside over any form of class, collective or representative proceeding, and may award relief only in favor of the individual party seeking it and only to the extent needed to provide relief warranted by that party's individual claim.

19.7 Mass filings. If 25 or more similar Notices or demands for arbitration are submitted against Totipo by the same or coordinated lawyers or organizations within 180 days of each other ("Mass Filing"): (a) the JAMS Mass Arbitration Procedures and Guidelines apply; (b) the claimants' lawyers and Totipo will each select up to 10 claims (20 in total) to proceed first in individual arbitrations, and the remaining claims will not be filed, or if filed will be held in abeyance, and no fees will be due for them, until those first arbitrations are decided; (c) after the first arbitrations are decided, the parties will mediate the remaining claims in good faith for 60 days, with Totipo paying the mediator's fees; (d) any claims not resolved will then proceed in batches of up to 100 claims, each assigned to a single arbitrator, with fees charged per batch to the extent the administrator permits, and Totipo may elect to resolve claims in a batch individually; and (e) statutes of limitations and filing deadlines are tolled for every claim held under this Section. A court may enforce this Section, including by enjoining the filing or prosecution of arbitration demands or the assessment of fees in violation of it. If any part of this Section 19.7 is found unenforceable, that part is severed, and the JAMS Mass Arbitration Procedures and Guidelines govern instead; the rest of this Section 19 remains in effect.

19.8 Your right to opt out. You may opt out of this agreement to arbitrate by sending an email to totipotentapp@gmail.com with the subject line "Arbitration Opt-Out" within 30 days after you first accept these Terms, or within 30 days after this Section 19 first applies to you, whichever is later. The email must include your name, the email address of your account (if you have one), and a clear statement that you want to opt out of arbitration. Opting out doesn't affect any other part of these Terms. If you opt out, Disputes will be resolved in court as provided in Section 20, and Section 19.11 (jury trial waiver) and, to the fullest extent permitted by law, Section 19.6 (class action waiver) still apply. Opting out of this agreement doesn't affect any other arbitration agreement you have with us.

19.9 Fees. Payment of filing, administration and arbitrator fees is governed by the JAMS Rules. Under the Consumer Minimum Standards, the only fee you can be required to pay to start an arbitration is JAMS's consumer filing fee (currently about the same as a court filing fee), and Totipo pays the rest of the arbitration's fees and costs. Each party bears its own attorneys' fees and costs unless the arbitrator awards them under applicable law. If the arbitrator finds that a claim, defense or the relief sought is frivolous or was brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)), the arbitrator may require the party that brought it to reimburse the other's fees and costs.

19.10 Public injunctive relief. If a claim seeks public injunctive relief (relief whose primary purpose and effect is to prohibit unlawful acts that threaten future injury to the general public), and a court finds that the claim can't be arbitrated under applicable law, that claim will be severed and decided by the courts identified in Section 20, after all other claims are decided in arbitration. Proceedings on that claim will be stayed until the arbitration is complete.

19.11 Jury trial waiver. To the fullest extent permitted by law, you and Totipo waive any right to a jury trial for any Dispute, whether in arbitration or in court.

19.12 Time limit. To the fullest extent permitted by law, any Dispute must be started (by sending a Notice under Section 19.1) within one year after the claim arose. Otherwise, it is permanently barred.

19.13 Changes to this Section. If we make a material change to this Section 19 after you accepted it, you may reject the change by emailing totipotentapp@gmail.com with the subject line "Reject Arbitration Change" within 30 days after the change takes effect, in which case the version of this Section you last accepted continues to apply to you. Changes never apply to a Dispute for which a Notice was sent before the change took effect.

19.14 Severability. If a court decides that Section 19.6 is unenforceable for a claim or request for relief, that claim or request (and only that one) will be severed and decided in court under Section 20, after the remaining claims are arbitrated, and the parties agree that the arbitrator has no authority to hear it on a class or representative basis. Proceedings on it will be stayed until the arbitration is complete. If any other part of this Section 19 is found unenforceable, that part is severed and the rest remains in effect. This Section 19 survives the termination of these Terms and of your account.

20. Governing law and venue

The FAA governs Section 19. Otherwise, these Terms and any Dispute are governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods doesn't apply. Any Dispute that isn't arbitrated, or that is allowed to proceed in court, must be brought exclusively in the state or federal courts located in New Castle County, Delaware, except for individual small claims cases, which may be brought in the small claims court where you live. You and Totipo consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum.

21. App store terms

21.1 Apple

If you got the Totipo app from the Apple App Store, the following also applies, and controls if it conflicts with the rest of these Terms:

1. These Terms are between you and Totipo only, not Apple Inc. ("Apple"). Totipo, not Apple, is solely responsible for the app and its content.
2. Your license to use the app is limited to a non-transferable license to use it on Apple-branded products you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the app may be accessed by other accounts associated with you through Family Sharing or volume purchasing.
3. Totipo is solely responsible for providing any maintenance and support for the app. Apple has no obligation to furnish any maintenance or support services for the app.
4. If the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the app (if any) to you. To the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to a failure to conform to a warranty are Totipo's responsibility, to the extent not effectively disclaimed under these Terms.
5. Totipo, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession or use of it, including product liability claims, claims that the app fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection, privacy or similar laws.
6. If a third party claims that the app or your possession or use of it infringes that third party's intellectual property rights, Totipo, not Apple, is solely responsible for investigating, defending, settling and discharging that claim.
7. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
8. Questions, complaints and claims about the app should be sent to Beomseok Seo, [MAILING ADDRESS], totipotentapp@gmail.com.
9. You must comply with any applicable third-party terms when using the app, such as your wireless data service agreement.
10. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

These Terms apply in place of Apple's Licensed Application End User License Agreement, except for the Usage Rules referenced above.

21.2 Google

If you got the Totipo app from Google Play, your use of Google Play and any purchases through it are also governed by Google's terms. Google isn't a party to these Terms and isn't responsible for the app.

22. Changes

We may change these Terms from time to time. If we do, we'll update the "Last updated" date above. If a change is material, we'll give reasonable advance notice, for example in the app or by email, and we may ask you to accept the updated Terms in the app. Changes take effect on the date stated in the notice, or if none is stated, when posted. Changes don't apply retroactively, and Section 19.13 governs changes to Section 19. If you keep using the Service after a change takes effect, you accept the changed Terms. If you don't agree to a change, stop using the Service and delete your account.

23. Electronic communications

You agree to receive agreements, notices, disclosures and other communications from us electronically, including in the app, on our website and by email, and that they satisfy any legal requirement that they be in writing, as permitted by the Electronic Signatures in Global and National Commerce Act. Your taps to accept, such as "Agree & Continue," are your electronic signature. Notices to you are effective when posted in the app or sent to the email address on your account. Legal notices to us must be sent to totipotentapp@gmail.com with a subject line that says what the notice is (for example, "Legal Notice").

24. Export controls and sanctions

The Service is subject to U.S. export control and sanctions laws. You may not use, export or re-export it in violation of those laws, including to or for anyone in a country or region subject to comprehensive U.S. sanctions or on a U.S. government restricted-party list, or for any prohibited end use.

25. General terms

25.1 Entire agreement. These Terms, including the additional terms described in Section 1.4, are the entire agreement between you and Totipo about the Service and replace any prior agreements about it.

25.2 Assignment. You may not assign or transfer these Terms or your account without our written consent. We may assign or transfer these Terms, in whole or in part, without your consent, including in connection with a merger, acquisition, reorganization or sale of assets.

25.3 Severability and waiver. Except as provided in Section 19.14, if any provision of these Terms is found unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms remain in effect. Our failure to enforce a provision isn't a waiver of our right to do so later.

25.4 Force majeure. We aren't liable for any delay or failure caused by events beyond our reasonable control, including outages or failures of third-party providers, internet or power failures, natural disasters, epidemics, war, terrorism, labor disputes, government action, or attacks on our systems.

25.5 Relationship and beneficiaries. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship. There are no third-party beneficiaries of these Terms, except Apple as described in Section 21.1 and the Totipo Parties under Sections 11.8 and 16 through 18.

25.6 Interpretation. Headings are for convenience only. "Including" means "including without limitation." These Terms are written in English, and any translation is for convenience only; the English version controls.

26. State notices

California. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

New Jersey. If you're a New Jersey consumer, Sections 16, 17 and 18 apply to you only to the extent permitted by New Jersey law, and nothing in these Terms limits rights you have under New Jersey law that can't be limited by contract.

Everywhere. Nothing in these Terms limits any right you have under the laws of your state or country that can't be waived or limited by contract. If a law prohibits a provision of these Terms from applying to you, that provision applies only to the extent the law allows.

27. Contact us

Beomseok Seo, doing business as [BUSINESS NAME]
[MAILING ADDRESS]
Email: totipotentapp@gmail.com

Please put what your message is about in the subject line: for example, "Support," "Notice of Dispute," "Arbitration Opt-Out," "DMCA Notice," "Security" or "Legal Notice."