Terms of service

These Terms of Service (the "Terms") form a binding agreement between you and Mippo ("Mippo", "we", "us", or "our"). They govern your use of the Mippo mobile application, the mippo.ai website, the NearPass protocol, and any related services we provide (together, the "Service").

Mippo will be operated by Mippo, Inc., a Delaware corporation, upon its incorporation. On that date, Mippo, Inc. will assume all rights and obligations under these Terms without further action by you, and references to "Mippo", "we", "us", or "our" in these Terms will be read as references to Mippo, Inc.

By creating an account, turning on NearPass, accepting a Ping, or otherwise using the Service, you agree to these Terms. If you do not agree, you may not use the Service.

If you are using the Service on behalf of an organisation (a university, a club, an event), you represent that you have authority to bind that organisation, and "you" in these Terms includes both you personally and that organisation.

The following capitalised terms have the meanings below wherever they appear in these Terms.

• NearPass. Mippo's local Bluetooth protocol, which lets nearby devices exchange rotating, anonymous identifiers in the background. NearPass operates silently; most NearPasses never surface as anything visible to either user.
• Ping. The event surfaced on your Plaza when NearPass finds that you and someone near you share enough interests for both of your settings. A Ping stays anonymous, showing neither person's name nor Avatar, until both of you accept it, and accepting it makes you friends. A Ping is a moment of mutual visibility, not a "match".
• Avatar. The stylised 3D character you build in the App to represent yourself on Mippo. An Avatar is not a photograph of you.
• Profile. Your page on Mippo: your display name, username, Avatar, bio, badges, and your posts and Moments.
• Circle. A group on Mippo, usually around a place such as a university, a coworking space, or a recurring meetup, with its own posts and events. A verified circle is one you join by verifying an email address at that institution.
• Mip. Mippo's in-app character, including the AI feature that finds your interests from a description you give it.
• Content. Anything you create, upload, send, or otherwise contribute through the Service, including your Avatar, your posts, Moments, and comments, your chat messages, and your profile details.

To use Mippo, you must:

• be at least sixteen (16) years old;
• have the legal capacity to enter into a binding contract in your country of residence;
• not be prohibited from using the Service under any applicable law, including United States or European Union export-control or sanctions law;
• not have been previously suspended or removed from the Service.

We may refuse the Service to anyone for any lawful reason. If we learn that an account holder is under sixteen, we will close the account and delete the associated data in accordance with our Privacy Policy.

Creating an account

You may create one personal account. You agree to provide accurate information at signup and to keep your account information current. You may not share your account credentials with anyone, and you may not let anyone else use your account.

Your Avatar represents you

Your Avatar should reasonably represent the person other Mippo users would meet in person. Avatars are stylised characters, not photographs, and they are not required to be visually exact. They may not, however, be intentionally misleading about your identity in a way designed to deceive other users (for example, by presenting yourself as a different real person, as a substantially different age, or as having credentials you do not have).

Security

You are responsible for safeguarding your account. Please notify us promptly at [email protected] if you suspect unauthorised access. To the extent permitted by law, we are not liable for losses caused by unauthorised account use that resulted from your failure to maintain reasonable account security.

NearPass is opt-in and reciprocal

NearPass only operates when you turn it on in the App, enable Bluetooth, and grant Mippo the relevant device permissions. You can turn NearPass off at any time. A Ping is created only when two users are physically near each other and share enough interests for both users' settings, and it stays anonymous until both accept it.

You choose who can ping you

You decide how many interests you need to share with someone before they can ping you, and you can limit Pings to people of a gender or an age range you choose. You can change these settings at any time, or turn NearPass off.

You choose your circles

You join a circle directly when it is open, by asking to join when it needs approval, by an invite link or QR code, or, for a verified circle, by verifying an email address at that institution. Joining a circle shows your display name, Avatar, and bio to its members. Leaving a circle removes you from its member view.

Bluetooth is the mechanism; your operating system controls the chip

Mippo's ability to detect a nearby device depends on your operating system, your device's Bluetooth implementation, signal conditions, and other factors outside our control. We do not guarantee that any particular Ping will fire, will be delivered promptly, or will not be delivered to a user you would have preferred not to interact with. We are not responsible for the conduct of any user you interact with through the Service, whether online or in person.

You agree not to use the Service for any of the following, and not to facilitate or encourage anyone else to do so.

• Harassing, threatening, intimidating, stalking, doxxing, or sexually harassing any person.
• Impersonating any person, organisation, or affiliation, including by misrepresenting your age, identity, credentials, or relationship to a circle.
• Contacting or soliciting anyone under eighteen (18) for sexual purposes, or using the Service to seek out minors.
• Posting or transmitting Content that is unlawful, defamatory, hateful, sexually explicit involving minors, or that incites violence, or that violates the privacy or intellectual-property rights of any person.
• Using the Service for commercial solicitation, lead generation, spam, multi-level marketing, or political campaigning, without our prior written permission.
• Scraping, crawling, harvesting, reverse-engineering, decompiling, probing, or otherwise extracting data from the Service or its users, except where explicitly permitted by law that cannot be waived.
• Interfering with the Service, including by sending Bluetooth payloads that spoof NearPass identifiers, attempting to deanonymise rotating identifiers, transmitting malware, or overloading any Mippo system.
• Creating or operating more than one account, or creating accounts on behalf of any other person, bot, organisation, or pseudonymous identity that is not your own.
• Using the Service in violation of any applicable law, including the EU Digital Services Act, the EU General Data Protection Regulation, the United States CAN-SPAM Act, and any local law applicable to social, dating, or matchmaking platforms in your jurisdiction.

We may investigate suspected violations and take any action we consider appropriate, including warning you, removing Content, suspending or terminating your account, removing you from one or more circles, restricting your use of NearPass, or reporting you to law-enforcement authorities.

You keep your Content

You retain ownership of Content you create on Mippo.

The limited licence you grant us

You grant Mippo a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to host, store, copy, transmit, display, and adapt for technical formatting your Content, solely as necessary to operate and provide the Service to you and to the users you have chosen to direct your Content to. For example, this licence lets us transmit your Avatar configuration to the device of a user you are Pinging. It does not let us use your Content for advertising, third-party data sales, or AI model training.

Messages

Messages are encrypted in transit and stored encrypted, and our Privacy Policy describes how they are held and who reads them. The licence above applies to message contents only so far as carrying and storing the conversation requires: we do not display your messages to anyone outside the conversation, adapt them, use them for advertising, or use them to train AI models. We may process metadata (such as the fact that a message was sent) for delivery, abuse prevention, and legal compliance, and a moderator reads the messages that someone in a conversation sends us in a report.

Your responsibility for your Content

You are solely responsible for your Content and for the consequences of sharing it. You represent that you have all necessary rights to your Content and that your Content does not violate these Terms or any third-party right.

Feedback

If you send us suggestions, feedback, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free right to use them without obligation to you.

Mip is the character in the Mippo app who helps you set up your interests. When you describe yourself to Mip, by typing or by dictating, we use an AI model provided by OpenAI to find interests that fit you. Mip does not hold conversations with you, and we do not keep what you wrote or dictated. Our Privacy Policy describes what we send, to whom, and what we keep.

• Mip can be wrong. AI output can be inaccurate or incomplete. Mip may miss an interest you have, or find one that does not fit you, so check what Mip finds and remove anything that is wrong. Mip's output is not professional advice, and Mip is not a substitute for a doctor, lawyer, therapist, financial adviser, or any other licensed professional.
• You control your interests. You can remove any interest Mip found, or all of them at once, at any time in the app. Removing an interest also deletes the related names we stored with it, as our Privacy Policy explains. A connection you already have keeps the line saying which interests you shared when it was made, as the app tells you when you remove an interest.
• We do not train models on what you tell Mip. We use your description only to find your interests, and OpenAI does not use it to train its models.
• We do not train models on your private messages. We do not use the contents of your messages to train AI models, and we do not permit our sub-processors to do so. If we ever propose to use any other category of your Content for model training, we will tell you clearly before doing so, and you will have the ability to opt out.
• Please leave sensitive information out. Mip only needs your interests. It is built to keep nothing about the people in your life, no politician or religious figure (the names of artists, authors and other public figures you are into can be kept), and nothing about your health, sex life or sexual orientation, gender identity, religion or beliefs, political opinions, trade-union membership, ethnic origin, genetic or biometric data, or any criminal record, and what it finds is checked automatically before it is saved. That check can make mistakes, so please do not include such details, financial credentials, or government-issued identifiers in what you write or dictate to Mip.

Mippo helps you discover people who are physically near you. The Service is a platform. We do not vet, screen, background-check, or verify any user. You are solely responsible for your interactions with other users, online and offline.

We strongly encourage you to:

• meet in public, well-trafficked places when meeting someone for the first time;
• tell a trusted person where you are going and with whom;
• never share government identifiers, financial credentials, or single-use security codes in chat;
• report any user who behaves inappropriately using the in-app report flow, or by writing to [email protected].

Mippo is not a dating service, an introduction service, or a matchmaking service within the meaning of any law that regulates such services (including, for example, California Business and Professions Code section 1694 and following, or New York General Business Law section 394-c). We do not promise compatibility, suitability, safety, or any specific outcome from any Ping or any in-person meeting.

Privacy is foundational to how Mippo is built. Our Privacy Policy describes what data we process, why, how long we keep it, and the choices you have. By using the Service you also acknowledge our Privacy Policy.

Privacy commitments we make in these Terms, as a contractual matter:

• We do not store or process your continuous GPS location.
• NearPass identifiers are rotating and anonymous at the device level.
• Messages are encrypted in transit and at rest, and we do not show them to anyone outside the conversation, except to a moderator reading messages that someone in the conversation sends us in a report.
• You can export or delete your Mippo data at any time, in line with the EU General Data Protection Regulation (for users in the European Union and the United Kingdom) and analogous laws elsewhere.

The Service relies on third parties we do not control, including: the Bluetooth stack of your device's operating system; the Apple App Store and Google Play distribution platforms; Google and Apple sign-in, if you use them; the cloud-infrastructure providers that host the Service; and Google Maps, which draws the maps in the App. These third parties have their own terms, and we are not responsible for their conduct. Your use of the Service is also subject to the applicable app-store terms.

Circles on Mippo may be named after universities, coworking spaces, cafés, festivals, or other real-world venues, and may show the venue's name or mark. The presence of a circle on Mippo, including a verified circle, does not imply that the venue endorses, sponsors, or is affiliated with Mippo: a verified circle means only that its members verified an email address at that institution. We do not act on behalf of any venue, and no venue acts on behalf of us, unless we and that venue have signed a written agreement saying so.

You can leave at any time

You can delete your account from within the app, or by writing to [email protected]. Deletion removes your profile, your Avatar, your circle memberships, your posts and Moments, your messages, and your interests (including the related names Mip found) within the timelines, and with the exceptions, described in our Privacy Policy.

We may suspend or terminate your account

We may suspend or terminate your account if we reasonably believe you have violated these Terms, if your use of the Service creates risk or legal exposure for us or other users, if we are required to do so by law, or if we discontinue the Service. We will tell you why, except where notice would itself be unlawful or would meaningfully assist ongoing harmful conduct. Where applicable consumer-protection law gives you a right to appeal, you may do so by writing to [email protected].

Sections that survive termination

Sections 6 (Acceptable Use), 7 (Content licence, for Content already shared with other users at the time of termination), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17 (Dispute Resolution and Governing Law), 18 (Consumer Carve-outs), and 22 (Miscellaneous) survive termination of these Terms.

The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Mippo disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and reliability, and any warranty arising from a course of dealing or usage of trade.

Without limiting the foregoing, Mippo does not warrant that:

• the Service will be uninterrupted, error-free, secure, or free of harmful components;
• any particular Ping will be delivered, will be delivered promptly, or will be delivered only to users you would have preferred to interact with;
• any other user is who they claim to be, will behave appropriately, or is safe to meet in person;
• any output from Mip is accurate, complete, or suitable for any particular use.

These disclaimers do not exclude any warranty that cannot be excluded under applicable law, including mandatory consumer-protection rights for users in the European Union, the United Kingdom, and other jurisdictions whose law preserves such rights.

To the maximum extent permitted by law:

• Mippo and its officers, directors, employees, agents, and service providers will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or related to your use of the Service, even if Mippo has been advised of the possibility of such damages.
• Mippo's total aggregate liability for all claims related to the Service in any twelve-month period will not exceed the greater of (a) the amount you paid Mippo for the Service in the prior twelve months, or (b) one hundred United States dollars (US$100).

These limitations do not apply to liability that cannot lawfully be limited, including: gross negligence or wilful misconduct (where local law preserves such claims); death or personal injury caused by our negligence; fraudulent misrepresentation; and any other liability that cannot be excluded or limited under applicable law. For consumers resident in the European Union, the United Kingdom, or other jurisdictions whose mandatory law overrides contractual limitations of liability, the limitations above apply only to the maximum extent permitted by that law, and your statutory rights are unaffected.

You agree to indemnify, defend, and hold harmless Mippo and its officers, directors, employees, agents, and service providers from and against any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) arising out of or related to:

• your Content;
• your use or misuse of the Service;
• your violation of these Terms;
• your violation of any applicable law or any right of a third party (including any other user);
• any in-person interaction you have with another user, whether arranged through the Service or otherwise.

This indemnification obligation does not apply to the extent prohibited by applicable law, including for consumers protected by mandatory consumer-protection rules in their home jurisdiction.

Please read this section carefully. It contains a binding individual arbitration agreement and a class-action waiver that affect your legal rights. If you live in the European Union, the United Kingdom, Switzerland, or another jurisdiction whose mandatory consumer law is inconsistent with this section, please read Section 18 first: Section 18 modifies this section for you.

17.1 Governing law

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution first

Before filing a formal claim, you agree to try to resolve the dispute informally by writing to [email protected] with a description of your claim and the relief you are seeking. We agree to do the same. If the dispute is not resolved within sixty (60) days of the first written notice, either side may proceed to arbitration.

17.3 Binding individual arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration will be conducted in English. The seat of arbitration is Wilmington, Delaware, although you may participate remotely. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

17.4 Class-action waiver

You and Mippo each agree that disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any class or representative proceeding.

17.5 Small-claims carve-out

Either side may bring an individual claim in small-claims court instead of arbitration if the claim qualifies under the court's rules.

17.6 Injunctive relief

Either side may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual-property rights or to prevent the unauthorised use of the Service, pending the appointment of an arbitrator.

17.7 Thirty-day opt-out

You may opt out of this Section 17's arbitration agreement and class-action waiver by sending written notice to [email protected] with the subject line "ARBITRATION OPT-OUT", within thirty (30) days of first accepting these Terms. Opting out does not affect any other provision of these Terms.

17.8 Severability of arbitration provisions

If the class-action waiver is found unenforceable as to any claim, that claim will be severed from arbitration and brought in a court of competent jurisdiction. The remainder of this Section 17 will continue to apply.

If you are a consumer resident in the European Union, the United Kingdom, Switzerland, or another jurisdiction whose mandatory consumer-protection law cannot be waived by contract, the following applies to you and overrides anything inconsistent in Section 17 or elsewhere in these Terms.

• You retain all mandatory rights under the consumer-protection law of your country of habitual residence. Nothing in these Terms reduces those rights.
• You may bring proceedings against us in the courts of your country of habitual residence, and we may bring proceedings against you only in those courts.
• The arbitration agreement and the class-action waiver in Section 17 do not apply to you to the extent they conflict with mandatory consumer law applicable to you.
• For consumers in the European Union, the European Commission's Online Dispute Resolution platform is available at ec.europa.eu/consumers/odr. We are not obliged to participate in ODR and prefer to resolve disputes by contacting us directly first at [email protected].

We may update these Terms from time to time. When we do, we will post the updated Terms here with a new "Last updated" date, and, for material changes, we will give you reasonable notice (for example, by in-app notification or email) before the changes take effect.

If you continue to use the Service after the updated Terms take effect, you accept the updated Terms. If you do not accept them, you may stop using the Service and delete your account before the effective date. For changes that materially reduce your rights, consumers in the European Union and the United Kingdom will be given the opportunity to reject the change and terminate the contract without penalty before it takes effect.

Our intellectual property

The Service, including its software, design, brand, NearPass protocol, Mip persona, "Mippo" word mark and logos, and all related materials, is owned by Mippo or its licensors and is protected by intellectual-property law. Nothing in these Terms transfers any of our intellectual property to you. We grant you a limited, revocable, non-transferable, non-exclusive licence to use the Service for personal, non-commercial purposes, subject to these Terms.

Copyright complaints

If you believe Content on the Service infringes your copyright, please send a notice to [email protected] containing the information required by 17 U.S.C. section 512(c)(3): your physical or electronic signature; identification of the copyrighted work; identification of the allegedly infringing material and its location on the Service; your contact information; a statement that you have a good-faith belief that the use is not authorised by the rights-holder, its agent, or the law; and a statement, under penalty of perjury, that the information in the notice is accurate and that you are the rights-holder or are authorised to act on the rights-holder's behalf. We will respond consistently with the United States Digital Millennium Copyright Act, including by removing infringing material and terminating repeat infringers.

You represent that you are not located in any country that is subject to a comprehensive United States or European Union embargo, and that you are not on any United States or European Union list of prohibited or restricted parties. You agree not to use the Service in violation of any export-control or sanctions law.

Entire agreement

These Terms, together with our Privacy Policy and any other policies referenced here, constitute the entire agreement between you and Mippo regarding the Service, and supersede any prior agreements on the same subject.

Severability

If any provision of these Terms is held unenforceable, the remaining provisions continue in full force, and the unenforceable provision will be enforced to the maximum extent permitted by law.

No waiver

Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, on notice to you.

Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, government action, natural disaster, internet or telecommunications failure, or pandemic.

Notices

Notices to you may be sent to the email address on your account or by in-app message. Notices to Mippo, including formal legal notices, must be sent to [email protected]. A postal address for service of legal notices will be published here once Mippo, Inc. is incorporated.

Relationship of the parties

These Terms do not create any agency, partnership, joint venture, or employment relationship between you and Mippo.

Language

These Terms are written in English. Any translation we provide is for convenience; the English version controls.

Headings

Headings are for convenience only and do not affect interpretation.