Terms and Conditions of Use

The present Terms and Conditions regulate the use and access to the website spelly.online and all services provided through it by the Vernara Global Technologies project (the "Project"). The Project is currently an initiative operated by its founders. References to "Vernara Global Technologies" in these Terms should be read as referring to the Project and its operators until such time as a formal legal entity is established and the Terms are updated accordingly.

Spelly is a service that provides pronunciation assessment tools to an international audience. Therefore, the language in which these Terms and Conditions are written is English. However, for the interpretation, clarification or dispute concerning these Terms and Conditions, the official version that will be taken into account will be the English language version, governed by Swiss law.

These Terms and Conditions constitute a binding contract or agreement between, on one hand, the person who accesses and/or uses spelly.online and, on the other hand, Vernara Global Technologies.

The website spelly.online is operated by the Vernara Global Technologies project (hereinafter also "Spelly" or "we"). At present, Vernara Global Technologies is an initiative/startup operated by its founders who act as the Project's operators and points of contact. If and when the Project incorporates as a legal entity, we will update these Terms to reflect the legal entity's official name, registration details, and address.

The access, use or interaction with the website spelly.online necessarily implies that the interested person previously accepts the full content of these Terms and Conditions, in addition to the terms of the Privacy Policy and other information, descriptions, methodologies, etc., related to the general functionality of Spelly which are available at any moment on spelly.online.

Definitions

For the legal purposes of these Terms and Conditions of Service, the website spelly.online, as well as any applications, tools, or interfaces that are owned or developed by Vernara Global Technologies, will be collectively referred to as "the Service" or "the Services".

In the same way, the following terms designated below shall have the following meanings:

• "Application(s)": Refers to web applications, mobile applications, browser extensions, APIs, and other interfaces necessary for or linked to the provision of the Services.
• "User(s)": Refers to any person accessing or using spelly.online and its Services.
• "Spelly Content": means any content that Vernara Global Technologies creates or makes available on spelly.online for the provision of the Services, including content licensed or authorized by a third party for its use on spelly.online, while excluding User Content.
• "User Content": means any content such as text, audio recordings, feedback, or other materials and information which a User submits, transmits or provides through the Service.
• "Applicable Law": is any legal rule, Swiss or Foreign, or resolution issued by an administrative, judicial or arbitral authority, Swiss or Foreign, of obligatory application.
• "Intellectual Property Rights": means copyrights, trademarks, patents, trade names or equivalent sources of protection, of any nature and originating in any country under Applicable Law.

Service Description

Vernara Global Technologies offers an AI-powered pronunciation assessment service through spelly.online. The Service provides real-time analysis of speech patterns, pronunciation accuracy, and language learning feedback to help users improve their pronunciation skills.

The Service is provided primarily free of charge to Users and visitors of spelly.online, and Users may use it for personal, educational, and non-commercial purposes. We may implement usage limitations for free users to ensure service quality and availability for all users.

In cases where commercial agreements or enterprise licenses are established between Vernara Global Technologies and third parties, specific terms and commercial rates may be agreed upon depending on the use, volume of requests, and corresponding license requirements.

User Eligibility and Registration

The Spelly platform is addressed to Users who are over 16 years of age and have the legal capacity to conclude legally valid contracts or agreements under the Applicable Law. Users under 16 years of age may use the Service with the prior consent of their parents, legal guardians or legal representatives.

No formal registration is required to use the basic pronunciation assessment features of Spelly. However, certain advanced features may require account creation or authentication. When registration is required, Users must provide accurate and complete information.

Acceptable Use Policy

The Users agree to use spelly.online and the Services in accordance with the Applicable Law, with the provisions of these Terms and Conditions, with generally accepted good practices and uses of the Internet, and with public order.

Any User Content shared through the Spelly platform is the sole and exclusive responsibility of the User from whom that content originated. Under no circumstances will Vernara Global Technologies be liable for any User Content that any User may upload, submit, transmit, or in any other way make available through the Service.

The User expressly acknowledges and agrees that Vernara Global Technologies may, in its sole discretion, decide whether to reject, disable or remove any User Content that breaches or is contrary to these Terms and Conditions or to Applicable Law. We also reserve the right to refuse or suspend all or part of the Service to any User who breaches these Terms and Conditions.

The following actions are expressly prohibited when using Spelly:

• Unauthorized or unsolicited advertisements, spam, or any commercial activity not contemplated in the Service.
• Use of viruses, malware, or any technology that may interrupt, limit, or damage the functionality of the Service.
• Attempts to reverse engineer, decompile, or extract our AI algorithms or proprietary technology.
• Manipulation or falsification of User Content to conceal its origin or misrepresent assessment results.
• Submission of content that infringes any Intellectual Property rights or violates applicable laws.
• Use of automated tools, bots, or scrapers to access the Service without authorization.
• Any activity that interferes with or disrupts the Service or its infrastructure.

Vernara Global Technologies may investigate and report any of the aforementioned conducts in accordance with Applicable Law, as well as inform and cooperate with authorities in the investigation of these actions.

Intellectual Property Rights

The User acknowledges and hereby agrees that all Intellectual Property Rights included in the Services, which is not User Content, belongs to Vernara Global Technologies and/or its licensors. Except for the limited license rights granted in these Terms, Vernara Global Technologies expressly reserves all Intellectual Property Rights included in the Services and the Content included in them.

Pronunciation Assessment Service: In the case that User Content (such as audio recordings or feedback) generates any intellectual property rights in favor of the User, the User retains ownership of their original content while granting Vernara Global Technologies a limited license as described in our Privacy Policy. This license allows us to process, analyze, and improve our Services in accordance with your consent preferences.

Vernara Global Technologies is the legal owner of the proprietary algorithms, AI models, and databases created and/or generated from the Services, as well as the spelly.online domain and all associated technology infrastructure.

Users may use the Services and access assessment results for personal and educational purposes within the legal limits established, but not for commercial redistribution or competitive analysis. The extraction and/or re-utilization of substantial parts of our proprietary technology or data may not be made in a way that causes damage to the legitimate interests of Vernara Global Technologies.

Grant of License: Subject to User's compliance with these Terms and Conditions, Vernara Global Technologies hereby grants to the User a revocable, limited, personal, non-transferable, non-sublicensable license to use the Services for personal and educational purposes.

Service Availability and Modifications

The Services accessible through spelly.online are provided on an ongoing basis, however, Vernara Global Technologies reserves the right, at its sole discretion, to modify, suspend, or discontinue any part of the Services with reasonable notice when possible.

Vernara Global Technologies may terminate or suspend access to the Service in cases of breach of these Terms and Conditions by Users, for extended periods of inactivity, or for any circumstance that constitutes a violation of these Terms or applicable law.

Privacy Policy

The processing of any personal data collected through the use of the Services is subject to our comprehensive Privacy Policy, which complies with Swiss Federal Act on Data Protection (nDSG), GDPR, and other applicable privacy laws. We encourage users to review our Privacy Policy to understand how we protect and handle personal information.

Limitation of Liability and Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. To the fullest extent permitted by law, Vernara Global Technologies disclaims all warranties and shall not be liable for indirect damages, lost profits, data loss, or business interruption.

Pronunciation assessments are provided for educational purposes and may not be 100% accurate. We cannot guarantee specific learning results or improvements. Users acknowledge that the Service is an educational tool and should not be relied upon as the sole method for language assessment or certification.

Modifications to Terms

Vernara Global Technologies reserves the right, at its sole discretion, to modify these Terms and Conditions at any time. Changes will be effective immediately upon posting for non-material changes, or after 30 days' notice for material changes affecting user rights.

Applicable Law and Jurisdiction

These Terms and Conditions, their interpretation, and the provision of the Spelly Services shall be governed by the laws of Switzerland. Any disputes will be resolved through the competent courts in Winterthur, Switzerland, notwithstanding any other international law provisions related to the determination of applicable law that may be applicable in each case.

For EU users, you retain the right to use dispute resolution platforms and courts in your country of residence under applicable EU regulations.

If any clause of these Terms and Conditions is declared invalid by a court of competent jurisdiction, the parties agree that the court may attempt to give effect to the intentions of the parties as reflected in the invalid clause, and the remaining provisions shall remain in full force and effect.

Contact Information

For questions about these Terms and Conditions, please contact us at:

• Project / Operator: Vernara Global Technologies (project) — operated by the Project founders
• Domain: spelly.online
• Email: vernaraglobal@gmail.com
• Location: Winterthur, Switzerland
• Subject Line: "Terms and Conditions Inquiry" for faster processing