Effective Date: January 21, 2022
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN DO NOT ACCESS OR USE THE SERVICES. UNLESS YOU AGREE TO THIS AGREEMENT, YOU HAVE NO RIGHTS TO THE SERVICES.
If you agree to these terms, you have the following rights and obligations:
- INSTALLATION AND USE
- You may access, download, and/or use the Services for your own individual use only, or subject to the terms of the Client Agreement, if applicable, for the internal business purposes of Client.
- You agree that you will not use the Services for any conduct or action which may be illegal or contrary to any applicable government regulation or standard.
- You agree that you will protect the security and privacy of any device on which the Services are installed or accessed, whether mobile or desktop, in order to prevent use of the Services by any unauthorized party.
- You agree that you will not use the Services to in any way infringe upon the intellectual property rights of any third party.
- You acknowledge that all sharing and copying of content created or made available to you using the Services is prohibited and may be contrary to applicable law, and you agree to comply with such restrictions.
- You agree that all content created or made available to you using the Services, regardless of who created or made the content available to you (including your own work) belongs exclusively to Licensor.
- You agree to use any documentation or information provided with the Services or processed using the Services only for personal purposes expressly authorized by Licensor or the party who directed you to use the Services.
- OWNERSHIP OF USER CONTENT AND LICENSE TO US. Through your access to the Services, you will create voice recordings that allow Licensor to assess your language skills and other related characteristics (“Assessment Data”). By using the Services, you agree that all the Assessment Data collected by Licensor shall belong exclusively to Licensor and that Licensor may make the Assessment Data available to its clients for purposes of measuring and assessing your language skills. To the extent a court of competent jurisdiction determines that any Assessment Data does not belong to Licensor for any reason, you hereby grant Licensor a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your Assessment Data through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any Assessment Data. You also grant Licensor a non-exclusive, transferable, assignable, royalty-free, worldwide license to use Assessment Data in connection with the Services that Licensor provides to you and Licensor’s clients.
- RESTRICTIONS ON LICENSE. This Agreement allows you to make certain uses of the Services, but you do not own it. Licensor may disable the ability to use the Services if you do not comply with the terms of this agreement, and in that event, your license will also terminate. You may not do the following:
- Attempt to reverse engineer, decompile, or disassemble the Services.
- Work around any technical limitations in the Services without specific written authorization from Licensor.
- Make copies of any portion of the Services.
- Rent, sell, give, lease, or lend the Services or any information obtained using the Services to any third party.
- You may not use the Services to attempt to access without authorization any service, account, network, or data by any means.
- You may not use the Services in any manner that breaches any applicable law, including laws regarding privacy and the intellectual property rights of third parties.
- EXPORT RESTRICTIONS. The Services, like many software products, is subject to the export laws and regulations of the United States of America. You agree to comply with all domestic and international export laws and regulations that may apply to the Services.
- DISCLAIMER OF WARRANTY. THE SERVICES ARE LICENSED “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING THEM. LICENSOR, ITS EMPLOYEES, AFFILIATES, SHAREHOLDERS, OFFICERS, AND AGENTS (“COVERED PARTIES”) MAKE NO WARRANTIES, GUARANTEES, OR CONDITIONS UNDER OR IN RELATION TO THE SERVICES. IN PARTICULAR, THEY MAKE NO WARRANTY AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. CERTAIN JURISDICTIONS LIMIT THE APPLICABILITY OF DISCLAIMER LANGUAGE SUCH AS THAT CONTAINED IN THIS AGREEMENT, AND WHERE SUCH LIMITATIONS ARE IN FORCE, YOU MAY HAVE RIGHTS DIFFERENT FROM THOSE SET FORTH IN THIS SECTION.
- LIMITATION OF REMEDIES AND DAMAGES. IN ANY CLAIM (INCLUDING CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER TORT) RELATED TO THE SERVICES OR THIS AGREEMENT, YOU AGREE THAT YOU MAY RECOVER FROM LICENSOR ONLY DIRECT DAMAGES UP TO THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICES OR ONE HUNDRED U.S. DOLLARS. YOU AGREE THAT YOU WILL NOT SEEK OR CLAIM FROM ANY OF THE COVERED PARTIES, AND LICENSOR SHALL NOT BE RESPONSIBLE FOR, ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES, EQUITABLE RELIEF, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES. THIS LIMITATION APPLIES EVEN IF ANY COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES AND EVEN IF REPAIR, REPLACEMENT, OR A REFUND FOR THE SERVICES DOES NOT FULLY COMPENSATS YOU FOR ANY LOSSES.
- INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Licensor from and against any and all claims, lawsuits, judgments, settlements, costs, and attorney fees and court costs, including on appeal, related to your use of the Services, information obtained or manipulated through the use of the Services, and any claim brought by a third party related to your use of the Services. This obligation includes, but is not limited to your breach of any of the obligations set forth in this agreement.
- APPLICABLE LAW AND JURISDICTION. The laws of the State of Utah, without reference to its choice of law provision, shall apply to this agreement. In the event of a dispute in any way related to this agreement, the Services, or data acquired or manipulated in conjunction with the Services, then the parties hereby submit themselves to the exclusive personal jurisdiction in the state and federal courts of the State of Utah.
- YOUR ACCOUNT. You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Licensor reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Services under your user account.
- ATTORNEY FEES. In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
- ENTIRE AGREEMENT. This Agreement is a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.
- NON-WAIVER. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
- SEVERABILITY; BINDING EFFECT. If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.
- FORCE MAJEURE. Licensor will not be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Licensor’s reasonable control.