A. OUR MISSION AT THE COMPANY
B. PRELIMINARY LEGAL TERMS
- 2. Age. You must be at least eighteen (18) years of age to enter into a contract with the Company and use the Service. In no case are persons under the age of thirteen (13) years old permitted to use the Service.
- 3. Signing of Agreement. You sign and accept this Agreement by creating a user account.
C. OUR SERVICE; YOUR ACCOUNT
- 4. Our Service; Service Functionality. You must conduct yourself appropriately and within the bounds of applicable law when using the Service. Use of the Service is a privilege and not a right. The Company may suspend or deactivate your account or disable access to the Service at any time as detailed in Sections 6 and 11.
- 5. Your Account.
- You must create an account to use any part of the Service. Certain information is required in order for you to establish an account. This information includes information stored by the Company: your user-created username, password, and email; it also includes information stored by our payment processor (i.e. Stripe): payment method information (last four digits of credit/debit card, type of card, expiration date, card zip code). All information obtained or retained by a third party processor resulting from your use of the Service remains subject to their policies, including their privacy or similar policies, which you should review before you use this Service. All of the information you provide to the Company must be accurate and complete. You agree to keep this information up to date; failure to do so may result in termination of your account or an inability to access the Service.
- You promise that:
(i) you will be the only person accessing the Service through the account you create,
(ii) you will keep your account password secure, and
(iii) you will notify the Company of any suspected breach of security or unauthorized use of your account. You are responsible for all actions that are performed with, by or under your account credentials whether done by you or by others. We are not liable for any damages that result from unauthorized account access or use.
- If you wish to delete your account, please contact the Company at info@realLINGUA.com
- The Service offers specific functionality that may be subject to regulation under applicable laws, ordinances, rules or regulations (Applicable Laws). Before you create an account, you should ensure your use of the Service complies with Applicable Laws.
- 6. Your Use.
- b. You are solely responsible for the use of your account, how you use the Service and your interactions with third parties through your use of the Service. In the event you use the Service to access other third party applications, services or websites, you remain subject to the terms of such application, service or website. As the Company does not control the content, privacy policies, or practices of any third party applications, services or websites, we encourage you to read (and you must comply with) such application, service or website's terms and policies. The Company is not responsible for your use or misuse of any third party applications, services or websites.
- c. With respect to your use of the Service, you represent, warrant and covenant that:
- i. You are not using the Service for commercial purposes. Your use of the Service is solely for your individual purposes and not on behalf of any third party, including any entity you control or any other individual.
- ii. Your use of the Service is not intended to, and may not result in, any unlawful activities. Your use of the Service is itself not an unlawful activity or a solicitation to engage in any unlawful activity under any Applicable Laws.
- iii. In connection with your use of the Service, you will not take any action that will or may result in the transmission of any malicious or unsolicited software or any malicious or inappropriate content. Inappropriate content is judged on its merits by the Company, in its sole discretion.
- iv. You agree to comply with all Applicable Laws when engaging in any activity in connection with your use of the Service. If you take any of the above actions or breach any of the above restrictions in contravention of any representation, warranty or covenant you made, we can immediately terminate or suspend your use of the Service in our sole discretion.
- 7. License to Use Service.
- b. You may terminate the license you have granted to the Company by removing or deleting (or writing to the Company to remove or delete) information provided in connection with your use of the Service. We, or our third party service providers, may retain such information until such time as the information is overwritten or deleted.
- c. Unless expressly authorized by us in writing, you are not granted permission to copy, frame, embed, or otherwise disseminate aggregated or specific content that the Company provides to you. Your use of the Service must be in conformity with the restrictions in Sections 6 and 9 above.
- 8. Company Intellectual Property. The Company and/or its licensors retain ownership of all intellectual property rights relating to the Company, the Service, the Company's trademarks and copyrights, and any Service-related software, data, text, images, graphics, logos, user interface, and videos displayed through the Service. You are authorized to use such materials only as expressly authorized within this Agreement. Nothing in this Agreement transfers ownership of such rights.
D. OPERATION OF THE SERVICE
- 9. Integrity of the Service. You agree not to take any action to harm the Company or the Service or interfere with its operation, or access or copy its underlying technology. You agree not to:
- (i) use any automated system (crawlers, robots, bots, spiders, extractors, etc.) to harm the Service;
- (ii) circumvent, disable or otherwise interfere with security-related features or digital rights management functions of the Service; or
- (iii) hack, reverse engineer, or disable any technology at or functionality of the Service.
- 10. Network Integrity. Our network is designed to meet the anticipated needs of our customers, users, and our needs. If we determine that your use of the Service impairs the stability of our equipment, technology or network, we may suspend your use of the network, or terminate our relationship with you.
E. TERM; TERMINATION; PAYMENT
- 11. Term; Termination; Fees.
- a. Term. We are not bound to perform Service until we receive payment from you when you checkout through our website and purchase access to the Service from your account (the Effective Date). We will provide access to the Service on the Effective Date and continue until the date specified on the checkout page when you purchase the Service (Initial Term). If the page describing the Service does not contain an Initial Term, the Initial Term shall be one month.
- b. AUTOMATIC RENEWAL. The Initial Term will AUTOMATICALLY RENEW for successive periods of equal duration (each a Renewal Term). If you wish to discontinue the Service, you need to notify us before automatic renewal for a Renewal Term. You can notify us of your intent to terminate and not renew for a Renewal Term by contacting us before the beginning of a Renewal Term at info@realLINGUA.com as set forth below:
- i. If your subscription is a monthly subscription, at least five (5) before the beginning of a Renewal Term;
- ii. If your subscription is a quarterly subscription, at least twenty-five (25) before the beginning of a Renewal Term; and
- iii. If your subscription is a yearly subscription, at least thirty (30) before the beginning of a Renewal Term.
- c. Termination by Company.
- i. For Convenience. In the exercise of its discretion, the Company may suspend or terminate an account, remove or limit access to the Service or limit functionality to which you have access. The Company may take such actions with or without prior notice to you and without liability to you.
- ii. For Breach. We reserve the right to immediately suspend or cancel the Service:
- (b) your failure to pay any amounts due,
- (c) to prevent a service interruption by an Internet Service Provider or other network service provider, or
- d. Termination by You.
- i. For Convenience. In the exercise of your discretion, you may terminate your account, cease using the Service, stop accessing any content available within the Service or delete your account. You may take such actions with or without prior notice to the Company. Further, if you notify the Company of your termination of your account the Company shall take reasonable steps to block access your access to the Service. IF YOU TERMINATE FOR CONVENIENCE, YOU WILL BE RESPONSIBLE FOR ALL CHARGES FOR THE DURATION OF THE THEN ACTIVE INITIAL OR RENEWAL TERM.
- ii. Charges. If you purchased access to the Service for a set term, please contact us at support@realLINGUA.com prior to canceling to determine what your charges will be in connection with such termination.
- iii. For Breach. You may terminate the Service upon the occurrence of a material breach by us that has not been cured within ten (10) days of our receipt of written notice of the breach. Notice of a material breach must contain sufficient detail for us to identify the breach and attempt to take corrective action.
- iv. Authority. Regardless of the method of termination by you, valid proof of account ownership and authorization to cancel are required to terminate an account.
- 12. Payment Methods. We accept payment via Stripe and the payment methods they accept may be used to pay for your subscription to the Service. By providing us with your account payment information, you give us consent to charge you when your account is setup for renewal of the Service.
F. NO WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION
- 13. NO WARRANTY.
- a. THE SERVICE IS PROVIDED FOR AS IS, WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- b. You alone are responsible for the decisions, consequences and other actions resulting from your use of the Service.
- 14. Limitation of Liability for Damages.
- a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- b. As used in this section, Company includes the Company, its officers, directors, employees, contractors, agents, members, parent, subsidiaries, related business entities, successors, assigns, and clients.
- c. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THE LIABILITY OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND CLIENTS IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
- d. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
- 15. Indemnification; Cooperation.
- a. You acknowledge that your account with the Company and your use of the Service is based upon the statements, representations, warranties and covenants made by you in this Agreement. By agreeing to be bound this Agreement, you indemnify, hold harmless, and agree to defend the Company against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys' fees) incurred by, or awarded or assessed against the Company in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the statements, representations, warranties or covenants. This obligation extends to the Company, its officers, directors, employees, contractors, agents, members, parent, subsidiaries, related business entities, successors and assigns. These obligations survive termination of this Agreement.
- b. In addition to the obligation of indemnification, above, you agree to use your best efforts to assist the Company in the investigation and resolution of any third party claim or assertion inconsistent with your representations and warranties. You agree to provide such assistance promptly upon receipt of notice from the Company of such claim or assertion and at no charge.
- c. The terms of Sections 8 and 13 to 15 shall survive termination of this Agreement.
G. GENERAL LEGAL TERMS
- 16. The Service is Delivered from Ypsilanti, Michigan. This Agreement is executed (signed) and performed in Ypsilanti, Michigan. You agree that the Service is based in and delivered from Ypsilanti, Michigan, USA. The Service shall be deemed a passive service that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than Ypsilanti, Michigan. This Agreement shall be governed by the internal substantive laws of the State of Michigan, without respect to its conflict of laws principles. Any claim or dispute between you and the Company that arises in whole or in part from use of the Service shall be decided exclusively by a court of competent jurisdiction located in Washtenaw County, Michigan.
- 17. Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the party's reasonable control, including third party service failures, distributed denial of service (DDoS) attacks, acts of God, bandwidth interruptions, general network outages, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, or delays of common carriers. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay. The party affected by an excusable delay shall notify the other party as soon as possible, but in no event less than ten (10) days from the beginning of the event.
- 18. No Implied Waiver. No waiver by the Company shall be implied. Any waiver of any term of this Agreement must be in writing and signed by an officer of the Company.
- 19. Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect.
- 20. Statute of Limitations. Any litigation or other dispute resolution arising out of or related to this Agreement must be commenced within one (1) year after the date of the event giving rise to the claim. Otherwise, such causes of actions are permanently barred.
- 21. International Considerations. The Company makes no representations that the Service, or any content available within the Service, is appropriate or available for use in locations other than the United States. Those who access or use the Service from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws.
- 22. Assignment. The Company may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. You may not assign or transfer your account.
- (i) actual receipt,
- (ii) twenty-four (24) hours after an email is sent,
- (iii) three (3) days after first class mail is deposited with the U.S. Postal Service, or
- (iv) thirty (30) days after a notice is posted to our website.
- 24. Entire Agreement. This Agreement is the entire agreement between you and the Company relating to the stated subject matter. It can be modified by the parties in a writing signed by both parties, or by a change to these terms as expressly set forth in this Agreement.
- 25. Choice of Law, Jurisdiction, and Venue. The validity, interpretation, and performance under this Agreement shall be controlled by and construed under the laws of the State of Michigan, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law. You agree that jurisdiction and venue for are exclusive in the Washtenaw County Circuit Court in Washtenaw County or the U.S. District Court for the Eastern District of Michigan. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
- 26. Nature of Agreement. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement does not create any right that may be enforced by a third party.
- 27. California Users and Residents. By the terms of California Civil Code Section 1789.3, any and all comments, questions or concerns can be addressed and sent to us via certified mail to: Agent of the Company, 215 W. Michigan Ave., Ypsilanti, MI 48197. realLINGUA. California users are also entitled to the following specific 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., Sacramento, CA.