Language Tree Online 

Terms of Service Agreement

All supplied content is owned and operated by Language Tree Online, Inc. (“LTOL” “we”, “us”, or “our”). These

Terms of Service (“Terms”) govern your legal rights to use or access our services, software, subscription offerings, mobile application, and our websites (collectively “Services”, “Subscriptions”, “Products”). Please read these Terms carefully before purchasing or using our Subscriptions. By using or accessing our Subscriptions, you acknowledge and assent to the terms and conditions of use set forth below. These Terms (together with other user agreements, where applicable) constitute a binding legal agreement between you and LTOL (this “Agreement”).

GENERAL

This Agreement represents the entire understanding relating to your purchase or use of the Products and Services and prevails over any prior or contemporaneous, conflicting or additional communications between you and LTOL. All rights not expressly granted herein are reserved by LTOL.  By purchasing any Products or Services offered by LTOL, you are explicitly agreeing to and are bound by the terms, conditions, and limitations of your rights within this Agreement.

Specific areas or pages of our websites may include additional or different terms relating to the purchase or use of our Products and Services. In the event of a conflict between such specific terms and these Terms, the specific terms shall control. The term “you,” as used in these Terms, includes any person or entity who is the purchaser of the Product and creates an account associated with the Product (herein referred to as “Subscriber”), as well as any person or entity authorized to access or use the Subscriber’s Products and Services (“Authorized Users”). Authorized Users are responsible for their own actions in connection with the Products and Services, but Subscriber hereby agrees to be fully responsible for all actions taken by Authorized Users relating to the Subscription.  As a result, if you are the Subscriber, you should authorize only those individuals that you trust to access the Subscription(s) purchased.

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer collectively to you personally and to that organization or entity).

CHANGES TO THIS AGREEMENT AND SERVICES

Except as set forth in the Dispute Resolution section, Language is free to revise these Terms or any other part of this Agreement at any time by updating this page. If we make changes to these Terms that we consider material, we will make reasonable efforts to notify you by placing a notice on the Languagetreeonline.com website, notifying you through the Services, by sending you an email, or by some other means. By continuing to use our Products and Services after such changes, you are expressing your acknowledgement and acceptance of the changes. Please check these Terms periodically for updates.

We’re always trying to improve the Products and Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Products or Services. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion.  We are also free to terminate (or suspend access to) your use of the Services or your account due to your breach of these Terms.

ACCESS AND USE; GUIDELINES FOR INSTALLATION AND USE

All right, title and interest in the Services and our content provided through the Products and Services (including without limitation all content, documents, videos, logos, graphics, designs and images) are owned by LTOL, its licensors, or designated third parties. Subject to these Terms, LTOL grants you a limited, non-transferable, nonexclusive right to access and make use of the Products and Services.  Notwithstanding the foregoing, businesses, entities and organizations may purchase Products and use the Services for their own internal, lawful business purposes (such as using Products on their business or government premises or enabling employees/students to use the Products); however, this license does not include any right to resell Products or Services, or otherwise make the Products or Services available for third parties.

Privacy and other laws applicable in your jurisdiction may impose certain responsibilities on you and your use of the Products and Services. You agree that it is your responsibility, and not the responsibility of LTOL, to ensure that you comply with any applicable laws when you use the Products and Services.

You may be required to sign up for an account and provide a user name (“User ID”), school name and class/teacher. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID, a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. Also, you will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

You represent, warrant, and agree that you will not capture or contribute any Content (as defined below) or otherwise use the Subscription or interact with the Subscription in a manner that:

  1. Infringes or violates the intellectual property rights or any other rights of anyone else (including us);
  2. Violates any law, ordinance, or regulation, including privacy and other laws referenced above and any applicable export control laws;
  3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  4. Jeopardizes the security of your LTOL account or anyone else’s (such as allowing someone else to log in to the Services as you);
  5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
  7. Copies or stores any significant portion of the Content; or

A violation of any of the foregoing is grounds for termination of your right to use or access the Products and Services.

TRADEMARKS AND COPYRIGHTS

Nothing on or in the Products or Services shall be construed as conferring any license under any intellectual property right, including any right in the nature of trademark or copyright, of LTOL or any third party, whether by estoppel, implication or otherwise. All trademarks and trade names are the property of their respective owners.

Except as otherwise noted, LTOL is the owner of all trademarks and service marks on or in the Products and Services, whether registered or not. LTOL expressly forbids the unauthorized use of its logos, trademarks or other graphics to create links. All registered trademarks are registered in the United States of America (and/or other applicable jurisdictions).

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Language, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.

PRODUCTS AND SERVICES SUBSCRIPTIONS

Paid Subscriptions.  Your subscription term is from August 1st of the current year through June 30th of the following year, unless you choose our summer program option, or multi-year length terms for the subscription agreement.  Pro-rated subscriptions are not available. If a student user drops out of the course before the subscription term ends, Subscriber may substitute in a new user for the dropped user, at no additional charge, if the previous user is deactivated. However, Subscriber cannot make any user substitutions six (6) months after the start of the term.

LTOL reserves the right, at any time, to periodically audit the number of active accounts under the Customer agreement, and bill automatically if Customer has authorized more users than it has purchased.

Your Subscription comes with one (1) hour of webinar training.  It also comes with customer support via electronic mail provided by LTOL directly or through an authorized LTOL Distributor (if purchased through Distributor).  Only one designated Subscriber Point of Contact should contact customer support.

Purchases should be made through a purchase order sent to LTOL or authorized Distributor.  Subscription services cannot start without a purchase order in place.  Subscription fees are invoiced within 1-2 business days of receiving the purchase order.  Payment is due within thirty (30) days of the confirmation of the order.  A one (1%) percent, per month late fee will be applied to all orders if not paid timely. If any payment is not received, is returned unpaid, or if any credit card or similar transaction is rejected or denied, LTOL reserves the right to cancel your subscription and to collect any rejection or insufficient funds fee and to process any such payment by the payment method you have submitted to us.

To the extent applicable, if you choose to pay by direct debit, or ACH, you agree that we may take the charge as early as the first day of the receipt of purchase order.

Renewal for Paid Subscriptions. Please inform us no later than sixty (60) days prior to expiration of subscription if you want to renew.  We will issue a renewal invoice with the then, current pricing and any changes to subscription terms.

Additional, Optional Paid Services.  Subscriber can request Professional Development Services at the current hourly rates as provided by Language.  Please contact LTOL for pricing and availability.

CANCELLATIONS, REFUNDS, AND PAYMENTS

Cancellation of Subscription Services/Refunds

Once a subscription has been ordered and accessed, unless LTOL materially breaches this Agreement, there will be no cancellations, pro-rations or refunds.

Multiple Year Subscription Agreements

Multiple Year Subscription Agreements, if offered and accepted at discounted pricing, are not subject to Subscriber cancellation.  Subscriber has received a discount due solely to Subscriber’s commitment to a term of service which lasts more than one year.  The term of subscription cannot be cancelled or shortened, unless mutually agreed to by both Parties.

Order Limits / End-User Customers Only

LTOL reserves the right, in its sole discretion, to refuse or cancel any order and limit order quantity. LTOL may also require additional qualifying information prior to accepting or processing any order.

SOFTWARE UPDATES

From time to time, LTOL may develop updates, upgrades, patches and other modifications to improve the performance of the Services and/or the Products or for other reasons in our sole discretion (“Updates”). You agree that LTOL may automatically install such Updates without providing any additional notice to you or receiving any additional consent from you.

USER COMMUNICATIONS

LTOL is pleased to hear from its customers. If you send us such communications, you do so on a NONCONFIDENTIAL BASIS, and we will have no obligation to keep such information secret, to refrain from using such information, or to compensate you for the receipt or use of such communications. LTOL is free to use, for any purpose whatsoever, any communications, including but not limited to publishing, developing, manufacturing, and marketing our Products or Services using such communications. By submitting communications to us through our websites, via e-mail, or by any means, you hereby RELEASE LTOL from any liability under any legal theory in connection with the use, modification, sale, or disclosure of any such communications.

SUBSCRIPTIONS

Using our software as a service or downloading software (including any future mobile application) documents and videos does not give you title to such software, including any files, data and images incorporated in or associated with the software, documents or videos. Your use of any such software, documents or videos shall be only in accordance with these Terms. Our content is copyrighted by LTOL or its licensor(s), and may be protected by one or more patents owned by Language or its licensor(s). Software, documents or videos may not be copied, redistributed or placed on any server for further distribution unless authorized by LTOL. You may not sell, modify, decompile, disassemble or otherwise reverse engineer the software. Products and Services offered by LTOL shall be warranted, if at all, through the written license or warranty provided in connection with such product or software. These Terms apply to your use of all the Products and Services, including software that may be downloaded to your smartphone or tablet to access the Services (the “Application”). The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Products and Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Products and Services.

NO REPRESENTATIONS OR WARRANTIES

LTOL reserves the right to the fullest extent allowed by law to correct any errors or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. Please note that such errors or omissions may relate to product descriptions, pricing and availability. We reserve the right to the fullest extent allowed by applicable law to cancel or refuse to accept any order. We apologize for any inconvenience.

LTOL DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, NOR DO WE IN ANY WAY GUARANTEE THE QUALITY, DATA CONTENT, ARTISTIC WORTH OR LEGALITY OF INFORMATION, CONTENT, GOODS OR SERVICES THAT ARE

TRANSFERRED, RECEIVED, PURCHASED OR OTHERWISE MADE AVAILABLE OR OBTAINED BY WAY OF THIS WEBSITE OR THE SERVICES. WE DO NOT WARRANT THAT OUR PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

EXCLUSION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL LANGUAGE BE LIABLE FOR ANY

SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS THAT RESULT FROM THE DISTRIBUTION OR USE OF, OR THE INABILITY TO USE, THE CONTENT OR MATERIALS ON THIS WEBSITE, THE PRODUCTS, OR THE SERVICES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

LIMITATIONS OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL LANGUAGE BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

YOU USE THE PRODUCTS AND SERVICES AT YOUR OWN RISK. YOU AGREE TO HOLD LANGUAGE HARMLESS FROM, AND YOU COVENANT NOT TO SUE US FOR, ANY CLAIMS BASED ON YOUR USE OF THE PRODUCT OR SERVICES, INCLUDING CLAIMS FOR LOST DATA OR CONTENT, WORK DELAYS OR LOST PROFITS RESULTING FROM YOUR USE OF THE PRODUCT OR SERVICES.

JURISDICTION AND CHOICE OF LAW

Unless otherwise stated, materials and content on the Services are presented solely for promoting Products and Services in the United States of America. Information published on the Products and Services may contain references to products, programs and services that are not announced or available in your country or region. We make no representation that such information, products, programs or services referenced on the Products or Services are legal, available or appropriate in your country or region.

This Agreement shall be governed by and construed in accordance with the laws of the State of California and the United States of America, without giving effect to any principles of conflicts of law.

DISPUTE RESOLUTION

Mandatory, Bilateral Arbitration and Waiver of Class Actions

YOU AND LTOL AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF THE SERVICES AND/OR PRODUCTS, TO THIS AGREEMENT, OR TO THE

CONTENT, ANY RELATIONSHIP BETWEEN US AND/OR ANY RECORDING ON THE SERVICES AND/OR PRODUCTS SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, except that this agreement to arbitrate does not include your or LTOL’s right to seek injunctive or other equitable relief in state or federal court in Alameda County, California (or that closest to it) to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1, et seq., and federal arbitration law apply to this Agreement and govern all questions as to whether a dispute is subject to arbitration.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms.

“Disputes” shall include, but are not limited to, any claims or controversies between you and LTOL against each other related in any way to or arising out of in any way from this Agreement, the Services, the Products, and/or the Content, including but not limited to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and LTOL, even if the claim arises after you or LTOL has terminated Services or a user account. Disputes also include, but are not limited to, claims that: (a) you bring against our employees, agents, affiliates, or other representatives; or (b) LTOL brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and LTOL, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before these Terms or out of a prior set of Terms with Language; (iii) claims that are subject to on-going litigation where you are not a party or a class member; and/or (iv) claims that arise after the termination of these Terms.

Dispute Notice

Before initiating an arbitration, you and LTOL each agree to first provide the other a written notice (“Notice of

Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute should be sent to: info@languagetree.com Attention: Legal Department. We will provide a Notice of Dispute to you via the email address associated with your Language account. You and Language agree to attempt in good faith to resolve the Dispute prior to commencing an arbitration and not to commence an arbitration proceeding until a forty-five (45) day post-notice resolution period expires.

If the parties do not reach an agreed upon solution within forty-five (45) days from the original Dispute Notice, then either party may initiate binding arbitration as the sole means to resolve claims, subject to these terms. Arbitration shall (1) be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS

Streamlined Arbitration Rules & Procedures then in effect (the “JAMS Rules”) and as modified by this agreement to arbitrate, including the rules regarding filing, administration, discovery, and arbitrator fees; (2) be conducted by a single, neutral arbitrator; and (3) take place in Alameda County. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply.

WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL

ACTION. Further, unless both you and Language expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.  If, for any reason, a claim proceeds in court rather than in arbitration, we each waive our right to a jury trial.

YOU THEREFORE UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND LTOL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION FOR ANY CLAIMS COVERED BY THIS AGREEMENT.

The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration/. Notwithstanding any JAMS Rules to the contrary or any other provision in the arbitration rules chosen, by agreement, to govern, you and Language each agree that all issues regarding the Dispute are delegated to the arbitrator to decide. Further, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Hearing

If your claim does not exceed $25,000.00 (USD), you and LTOL agree to waive an oral hearing by the arbitrator and the arbitration will be conducted solely on the basis of documents you and LTOL submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. To the extent an oral hearing is requested by you or LTOL, or deemed necessary by the arbitrator, you and LTOL agree that the hearing will be conducted telephonically or videographically.

Arbitrator’s Decision

An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award are final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court of competent jurisdiction.  It is each parties’ responsibility to pay any JAMS filing, case management/administrative, and arbitrator fees as set forth in the JAMS Rules.

SEVERABILITY AND SURVIVAL

If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the remaining terms of use and shall not affect the validity and enforceability of any remaining provisions.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.

ASSIGNMENTS

You cannot transfer or assign this Agreement without LTOL’s consent; however, LTOL can assign this Agreement or subcontract its obligations without your consent. If LTOL does so, anyone to whom LTOL assigns or subcontracts its obligations will receive the benefit of, and have the right to enforce, all the terms and conditions of the Agreement.  Notwithstanding the aforementioned, nothing in this Section shall preclude the Subscriber from issuing users’ access via multi-use subscriber plans purchased from LTOL.

NO THIRD-PARTY BENEFICIARIES

THERE ARE NO THIRD-PARTY BENEFICIARIES TO THIS AGREEMENT.