Revocable Limited License and Subscription Agreement
This agreement (the ”Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and Language B, Inc. This Agreement governs your subscribed use of the services provided by and through Language B, Inc., including any updates that may be provided to you and any accompanying written documentation (the “Service”). You herein acknowledge that you are over 18 years of age and intend to use the Service either for yourself or are creating an account for someone else, or if under the age of 18, you herein state and agree that you have obtained parental permission and that your legal guardian(s) have agreed to the terms and conditions herein.
Users may cancel current subscriptions at any time prior to five (5) business days before the termination of the existing subscription period. Cancelled subscriptions will not renew but will remain active until the current subscription period expires. In an effort to maintain low overhead, and thus low prices for our subscribers, refunds of processed subscriptions are not available. Immediate revocation of log-in credentials may be requested in writing and will be acted upon at the convenience and sole discretion of Language B. You agree to pay all costs of collection, including attorney fees and costs, related to Language B defending the filing of any charge dispute with your bank or credit card company resolved in our favor. You further agree to waive the right to join any class action or multi-district lawsuit related to the refund and cancellation policies described herein.
ACCOUNTS, PASSWORDS, AND SECURITY
You must be a registered user to access the Service. You are responsible for keeping your password secure. The account subscriber and/or you will be solely responsible and liable for any activity that occurs under your user name. If you lose your password or the encryption key for your account, you may not be able to access your data.
Language B, Inc. strives to maintain safe systems and a safe environment for our subscribers and users safe, but we cannot guarantee it. We need your help to do that, which includes the following commitments:
• You are prohibited from making, facilitating, or encouraging commercial communications (i.e. solicitations) to any recipient via any communication system made available through Language B, Inc.
• You will not collect users' content or information, or otherwise access any Language B website using automated means (e.g. harvesting bots, robots, spiders, or scrapers).
• You will not upload viruses or other malicious code.
• You will only access a Language B website from a computer, smart phone, or net appliance that utilizes commercially available antivirus software.
• You will not solicit account information from, or access an account belonging to another.
• You will not stalk, bully, intimidate, or harass any user.
• You will not interfere with any subscriber’s or user’s lawful use and enjoyment of any Language B website or application.
• You will not post content that: is offensive, threatening, or pornographic; incites violence; or contains actual or simulated nudity, sex, graphic violence, or simulated violence.
• You will not use any Language B website to do anything unlawful, misleading, malicious, unethical, or discriminatory.
• You will not do anything that could disable, overburden, or impair the proper working of any Language B website or server.
• You will not facilitate or encourage any violations of this Agreement.
You are responsible for all content and information you post on any Language B website. If you post your own intellectual property (e.g. custom lessons and accompanying text, photographs, drawings, video, and audio) you herein grant Language B, Inc. a perpetual, irrevocable, royalty-free license to Language B, Inc. to copy, distribute, and make derivative works of the content without restriction. Out of necessity and without consideration as to what you post, your intellectual property will be copied across our servers and maintained in our server backups for an extended length of time even if you delete the content. User deletion of uploaded content does not terminate the aforementioned license.
You are solely responsible to ensure that you have sufficient rights to the content you upload. You agree to indemnify and hold harmless and defend Language B, Inc. from any and all civil and criminal claims related to any material you upload to Language B or share via Language B supplied applications. You agree to cooperate with Language B, Inc. in our defense efforts. You further agree to notify Language B, Inc. in writing within five (5) days of the receipt of any notice, written or verbal, alleging any violation of third party’s intellectual property rights related to material you post to Language B, Inc. websites. If you fail to provide adequate indemnification for any allegations of infringement, you hereby agree to reimburse us for all costs and attorney’s fees associated with the defense of any claims related to content you upload.
When you use a third party application, your content and information is shared with that application. The terms and conditions of use for each application govern how that application can use, store, and transfer that content and information.
As previously indicated, you are prohibited from uploading images, video, audio or text that contain threats (explicit or implied); or which contain actual or simulated nudity, sex, graphic violence, or are otherwise deemed by Language B, Inc. to be offensive or otherwise inappropriate. If you have questions about the appropriateness of content you wish to upload, you may request that Language B examine the content prior to uploading. The uploading of prohibited content may result in the cancellation of your subscription or user account without a refund at the sole discretion of Language B, Inc. Language B, Inc. reserves the right to remove uploaded content for any reason at any time without prior notice to the user.
Custom lessons and content may be uploaded by a user for use with a group of users. The uploading of such content to any Language B, Inc. website grants permission for Language B, Inc. to share the content with other users.
ACCEPTABLE USE AND CONDUCT
You are solely responsible for your conduct and your data related to the Service. You agree to indemnify, defend, and hold harmless Language B, Inc. and its suppliers from any and all loss, cost, liability, and expense arising from or related to your date, your use of the Service, or your violation of these terms.
The Software and Service are made available only for the personal use of a subscribed user, whose use must be in compliance with all applicable laws, rules and regulations and must not infringe or violate any third party rights, known or unknown. You may not make commercial use of the Software or service, including but not limited to selling or distributing the Software and/or Service to any third party.
Any unauthorized use of LANGUAGE B Services or products is a violation of this Agreement and certain federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.
CONSENT TO COLLECT NON-PERSONAL AND PERSONAL INFORMATION; USE OF DATA
The Software and Service may collect certain non-personally identifiable information that resides on your computer, performance metrics relating to the Software, and configuration settings. This information collected will be sent to Language B, Inc. and may be used by Language B, Inc. and its agents without restriction.
When you enter data via the Service, you agree that we and our service providers may copy and store such data as part of the Service.
CHANGES TO THE SERVICE AND TERMS AND CONDITIONS
Language B, Inc. reserves the right at any time to modify, suspend, or discontinue providing the Service or any part thereof in its sole discretion with or without notice.
Language B, Inc. will use commercially reasonable efforts to notify you of modification, suspension, of discontinuance of the Service either by sending an email to the email address you provide with your registration or by a posting on the LANGUAGE B website to which you are subscribed.
However, in no event will Language B, Inc. be liable to you or to any third party in excess of the pro rata value your paid-up unused subscription fees for any modification, suspension or discontinuance of the Service with or without notice.
Language B, Inc. reserves the right at any time to modify this Agreement in tis sole discretion, without liability to you. This Agreement, as amended, will be effective upon acceptance of registration for new users, renewed subscriptions, and will be effective for all existing users 15 days after the posting of any amended terms on the LanguageB.com website. You agree to be bound by this Agreement, as modified. If you do not agree to any changes to this Agreement, you must terminate your account immediately.
Users and subscribers agree to review the most current version of this Agreement from the time of initial and each subsequent renewed subscription. Use of the Services indicates an affirmative acceptance of the then currently effective End User and Subscriber License Agreement.
USE OF SOFTWARE
Subject to the terms and conditions of this Agreement, grants you a revocable, non-exclusive, non-transferable, non-sublicensable license to create, maintain, and access one (1) account only for the purpose of using the Service. Certain third party code may be provided with the Software. The third-party license terms accompanying such code, and not the terms of this Section, will govern your use of such code.
The Software and its structure, organization, executable and non-executable code, and documentation contain valuable trade secrets Language B, Inc. and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute the Software and/or Service or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Software or Service, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or Service, (4) extract portions of the Software’s files for use in other applications, or (5) remove, obscure, or alter Language B, Inc.’s or any third party’s patent markings, trademarks, or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software or Service.
You acknowledge that Language B, Inc. or third parties own all right, title and interest in and to the Software and Service, portions thereof, or software or content provided through or in conjunction with the Software or Service, including without limitation all intellectual property rights. Except for the license granted in the Section, all rights in and to the Software and Service are reserved, and no implied licenses are granted by Language B, Inc.
If you have comments on the Software or Service or ideas on how to improve them, please email us at email@example.com. Please note that by doing so, you also grant Language B, Inc. a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate your ideas or comments into the Software or Service (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.
TERMS AND TERMINATION
This Agreement is effective until terminated.
This Agreement automatically terminates if you fail to comply with its terms and conditions.
Language B, Inc. reserves the right to refuse or discontinue participation to any user at any time at its sole discretion.
Each subscription period is for a term not to exceed one (1) calendar month and in no event longer than thirty-one (31) days or less than twenty-eight (28) days unless a different subscription period is made available to the subscriber by Language B, Inc. and elected by the subscriber. At the end of each subscription period, the current subscription terminates and a new subscription period begins. Subscriptions are automatically renewed from month-to-month unless the subscriber elects a non-renewing subscription. (if available) or cancels the next period’s subscription in writing (electronic or otherwise) at least five (5) business days prior to the end of the then current subscription period. Refund requests for previous subscription periods are only available by written request postmarked within thirty (30) days of the end of the previous subscription period.
You agree that, upon such termination, you will destroy and permanently erase all copies of the Software, and that your access rights to the Service will immediately terminate.
The terms of the Sections entitled Consent to Collect Non-Personal and Personal Information, Intellectual Property, Feedback, Disclaimer of Warranties, Limitation of Liability, and Miscellaneous will survive expiration or termination.
If this Agreement terminates, other than for your failure to comply, Language B, Inc. will use commercially reasonable efforts to make your data available to for a period of five (5) days. Language B, Inc. has no obligation to provide you with a copy of your data and may remove and discard any Data.
DISCLAIMER OF WARRANTIES
THE SOFTWARE AND SERVICE AND ANY THIRD PARTY SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. Language B, Inc. AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE OF SERVICE AND SUCH THIRD PARTY SOFTWARE OR SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE SOFTWARE AND SERVICE, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE OR SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIFHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL Language B, Inc. OR ITS dirctors, officers, employees, contractors, and SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE use of the SOFTWARE OR SERVICE, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF Language B, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF LANGUAGE B, INC. AND ITS SUPPLIERS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO LANGUAGE B, INC. FOR THE PRO RATA VALUE OF THE UNEXPIRED CURRENT SUBSCRIPTION PERIOD. IF THE SOFTWARE AND SERVICES ARE PROVIDED WITHOUT CHARGE OR WITHOUT A VALID SUBSCRIPTION AGREEMENT BETWEEN LANGUAGE B, INC. AND THE USER OR SUBSCRIBER, THEN LANGUAGE B, INC. AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. YOU HEREIN ACKNOWLEDGE AND AGREE THAT SUBCRIPTION AGREEMENTS ENTERED INTO WITH FALSE OR MISLEADING INFORMATION ABOUT THE SUBSCRIBER OR CONTAINING FALSE OR MISLEADING INFORMATION ABOUT THE END USER ARE INVALID AGREEMENTS FOR THE PURPOSES OF IMPOSING ANY LIABILITY ON LANGUAGE B, INC. OR OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, SUPPLIERS, AND LICENSORS AND THE FOREGOING SHALL BE HELD FAULTLESS BY ANY SUBSCRIBER OR USER (AUTHORIZED OR UNAUTHORIZED) FOR LIABILITY FOR ANY DAMAGES RESULTING FROM ANY USE OR INABILITY TO USE THE SERVICES.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE OR SERVICE, FROM INABILITY TO USE THE SOFTWARE OR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF ANY PART OF THIS AGREEMENT IS DEEMED UNENFORCEABLE, THE REMAINDER SHALL CONSTITUTE THE FULL AND COMPLETE AGREEMENT BETWEEN LANGUAGE B, INC. AND THE END USER.
THE SOFTWARE AND SERVICE ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DANAGE, OR MASS DESTRUCTION, AND LICENSEE AGREES THAT LICENSOR WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE SOFTWARE.
You acknowledge and agree that the Software which is the subject of this Agreement, may be controlled for export purposes. You agree to comply with all United States export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. If you are located in a country subject to embargo by the United States government, you are not entitled to use the Software or Service.
This agreement will be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without giving effect to any conflict of laws provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
The failure of Language B, Inc. to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
You acknowledge and agree that Language B, Inc. may occasionally send you administrative communications regarding your account or the Service via email.
All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts serving Madison County, Kentucky, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit Language B, Inc., from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect of enforce its intellectual property rights.
Users and subscribers herein waive the right to trial by jury for any action initiated by Language B. Inc. for any breach of contract, infringement of its intellectual property rights, or defamation claim and further waive the right to the affirmative defenses of laches, estoppel, statute of frauds, assumption of the risk, failure to mark, and unjust enrichment.
You agree to indemnify Language B, Inc. for all attorney’s fees and costs associated with the successful enforcement of this Agreement, the collection of unpaid subscriber fees, and the collection of any judgment against you.
You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of Language B, Inc. Language B, Inc. may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.
Language B, Inc. strives to keep the content accurate and fresh and to provide a learning atmosphere free from stress and intimidation. Applications and tools associated with the website will be updated or replaced as needed at Language B, Inc.’s sole discretion. All suggestions, recommendations, comments, and other such feedback (solicited or unsolicited) submitted by users and subscribers is appreciated and encouraged, but you understand and agree that Language B, Inc. is under no obligation to compensate the user for such feedback even if adopted by Language B, Inc. unless a written non-disclosure agreement between us is in force prior to the disclosure and that Language B, Inc., as part of its ongoing improvement efforts, may already be implementing such improvements and changes without disclosure to you or the public in general. This feedback policy also applies to users taking part in beta-testing of applications, features, and the website in general.
Contacting Language B, Inc.
Language B, Inc.
EKU BTC 030
521 Lancaster Avenue
Richmond, KY 40475-3102
The Language B Subscriber and End User License and Subscription Agreement is subject to Copyright and may not be copied in whole or in part or used to create derivative works without the prior written permission of Francis Law Office PLLC.