Terms of Use

The TalkAbroad Service is governed by the following Terms & Conditions:

You understand and agree that your use of www.talkabroad.com (the “Site”) and of TalkAbroad, Inc’s (together with its affiliated companies, whether now or in future existing, "we," "us" or the “Company”) various software clients and related applications (collectively the “Software Client”), their respective features, tools, resources and other content (collectively the “Content”), and associated service offerings will at all times be subject to: (i) the Terms & Conditions of Use set forth in this document (the “Terms of Use”); (ii) Company’s separate Privacy Policy available for review immediately following the conclusion of the TalkAbroad terms and conditions (the “Privacy Policy”); and (iii) the federal laws of the United States and the state laws of California (“Designated Law”). The Site, Software Client, Content and all associated service offerings are referred to collectively herein as the "Service." All users of the Service or any portion thereof are referred to herein as "Users," and include but are not necessarily limited to Professors, Students, Conversation Partners and Directors (all as defined below).

Please review these Terms of Use and the Privacy Policy before you proceed. If you are unable or unwilling to agree to be bound by these Terms of Use, the Privacy Policy and Designated Law, you are not authorized to use the Service. Violation of these Terms of Use will result in the termination of your account and of your authorization to use the Service, in addition to and not in lieu of any other legal or equitable remedies available to Company, and may subject you to criminal penalties as well.

Definitions

"Professor" refers to a User who is an instructor at a university, college, high school, language school or other academic institution, and having responsibility for directing/structuring Student learning activities.

"Student" refers to a User who is either (i) enrolled at a university, college, high school, language school or other academic institution, and using the Service in connection with such enrollment, or (ii) a self-directed learner.

"Conversation Partner" refers to a User who has agreed to use the Service to interact with Students in his/her native language (or a non-native language in which he/she has demonstrated fluency), to aid Student spoken-language acquisition.

"Director" refers to a User who has agreed to provide certain administrative and other functions in a particular region, for the benefit of Company, its Service offering and its Users, including but in no way limited to recruiting, screening, monitoring and training Conversation Partners within that region.

Service Overview

The principal goals of Company's Service are (i) to allow Students greatly expanded opportunities to interact with Conversation Partners in their relevant language(s) of study, independent (insofar as possible) of geographical, scheduling and other limitations which have made traditional language study difficult; (ii) to provide interactive software tools, platform and environment, together with a conceptual framework, to facilitate Professor tasks such as instructing, evaluating, assessing, providing feedback to and testing Students; and (iii) otherwise to facilitate interactions between and among Professors, Students and Conversation Partners, as the case may be.

User-Specific Requirements

All Users of the Service are bound at all times by these Terms of Use, the Privacy Policy and Designated Law. However certain subsets of Users may have special requirements as well, including but not limited to the following:

Professor - Each Professor must (i) establish a special Service account which grants that Professor certain administrative features and privileges with respect to those Students and Student subaccounts for which he/she has responsibility; (ii) verify that said Students meet all requirements for use of the Service, including without limitation age requirements (see Account Term #1 below); (iii) undertake primary supervisory responsibility for said Students' use of the Service; and (iv) promptly notify Company upon learning of any Student's ineligibility or noncompliance. Certain charges and other requirements may also apply to Professor accounts; please refer to http://www.talkabroad.com/pricing for further information.

Student - Each Student (with the exception of self-directed learners) must associate his/her Service account with the relevant Professor account(s), either at the time of Student account sign-up, or through subsequent changes to account dashboard settings. Certain charges and other requirements may also apply to Student accounts; please refer to published pricing pages for further information.

Conversation Partner - Each individual wishing to serve as a Conversation Partner must first have entered into a separate written agreement with an approved Director, and must satisfy and thereafter maintain all requirements for holding such status, as they may be established and updated by Director and/or Company from time to time in their sole respective discretion.

Director - Each individual or other legal entity wishing to serve as a Director must first have entered into and agreed to be bound by a separate written agreement with Company (each a "Director Agreement"), and must satisfy and thereafter maintain all requirements for holding such status, as they may be established and updated by Company from time to time in its sole discretion. Should any provision of a Director Agreement conflict with a provision of these Terms of Use and/or the Privacy Policy, such Director Agreement shall to that extent - but only to that extent - take precedence.

The Service and these Terms of Use may change

Company may update, modify, limit or expand the Service at any time and from time to time, without notice and in its sole discretion. Any new or updated Content, as and when made available, will also be subject to these Terms of Use, the Privacy Policy and any other provisions referenced herein or therein, and to Designated Law. Company may likewise update or modify these Terms of Use, the Privacy Policy and any other provisions referenced herein or therein from time to time without prior notice. Your continued use of the Service following any such change constitutes your consent and agreement to follow and be bound by the new Terms of Use, Privacy Policy and other referenced provisions as modified. You should review these from time to time whenever you interact with the Service. You can view the then-current Terms of Use and Privacy Policy at any time at: http://www.talkabroad.com/terms.

Account Terms

You must in no event be less than thirteen (13) years of age to access and use the Service. By accessing or using the Service, (i) you represent that you are at least thirteen (13) years of age, and (ii) if you are not yet eighteen (18) years of age, you represent that your parent or legal guardian is aware of and has consented to such use and/or access.
You must provide all information requested during the signup process and from time to time thereafter, fully and accurately, and update such information from time to time as necessary to maintain accuracy.
By using the Service, you are expressly granting Company permission to access your account and to access, process and otherwise use all those messages, data, information, text, graphics, audio, video and other materials which may be created, provided, posted, uploaded, modified, transmitted and/or accessed in connection with your account as provided herein from time to time, expressly including but in no way limited to recorded interactive sessions (collectively, "User Material"), and to otherwise use said User Material for any legal purpose not prohibited either by these Terms of Use, by the Privacy Policy or by Designated Law. You hereby expressly consent to all such use.
Without in any way limiting the generality of Section 3 immediately above, you understand and acknowledge that interactive sessions established through the Service are (as a general rule, and with only very limited exceptions) recorded by Company or its designees, that such recorded sessions, in addition to being stored/archived indefinitely by or on behalf of Company, are then made available to the Student himself/herself, to all Professors associated with that Student's account, to the participating Conversation Partner(s), and to the Director(s) to whom said Conversation Partner(s) report, and that Company or its designees may thereafter edit, modify and/or link/associate certain other comments, annotations, multimedia files, etc., therewith. You hereby expressly consent to all such recording, editing, modification, storage/archiving, commenting/annotation, linking/association and distribution/sharing.
Students may use the copies (in form as provided or otherwise made available to them) of recorded interactive sessions in which they were participants, in whole or in part, for any legal, non-commercial purpose.
Professors may use the copies (in form as provided or otherwise made available to them) of recorded interactive sessions in which their Students were participants, in whole or in part, for any legal, non-commercial purpose, so long as they first obtain written consent from each Student participant.
Neither Directors nor Conversation Partners may use any portion of any recorded interactive session for any purpose other than as necessary to perform their obligations hereunder, except with the express prior written consent of Company in each such proposed instance of use, which consent Company may grant or withhold in its sole discretion.
Anything in these Terms of Use or the Privacy Policy notwithstanding, Company may share aggregate statistical information about Users with third parties from time to time (including but not limited to demographic information, preferences, etc.), and you hereby consent to such disclosure. Company will use commercially reasonable efforts to ensure that such information does not identify individual Users, nor include personally identifiable information.
Company is not liable for any errors, omissions or otherwise objectionable aspects of any User Material, or for any errors or omissions in its processing and/or transmission as provided herein.
Only you may use your individual account login – login sharing is not permitted – and you are required to verify all User Material posted to or transmitted through the Service, and regularly to monitor your account.

The Service is subject to periodic modifications and improvements as we learn more from our Users. It is possible that the Service may contain errors which could cause malfunction, including possible loss of data during input, transmission or processing. You should maintain separate, safe copies of your data at all times.

You understand and agree that Company: (i) is not responsible or liable for any errors, or for any harm such errors may cause (including but in no way limited to recovery of or compensation for any data loss); (ii) is not obligated to correct any such errors; (iii) has no obligation to provide technical support related to use of the Service; and (iv) may modify, withdraw, or discontinue the Service at any time, with or without notice, in its sole discretion.

Prohibited Conduct

If you choose to register to use the Service, you will receive a password and account designation. You are solely and fully responsible for: (i) maintaining the confidentiality of your password and account, and (ii) all activities that occur through your password or account, including without limitation all User Material posted to or through your account. You agree to notify Company immediately upon becoming aware of any actual or potential unauthorized use of your password or account, or any other actual or potential breach of Company’s security. You will ensure that you logout from your account at the end of each session.

You are solely responsible for your use of the Service, and use it at your own risk. You agree not to post, upload, input, provide, submit, transmit, distribute or otherwise publish through the Service or the Software Client any User Material that, in Company’s sole judgment:

may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. You further agree, represent and warrant that you hold all necessary rights with respect to such User Material;
could constitute, encourage, aid or abet any criminal offense or enterprise, violate the rights of any party, or might otherwise create liability or violate any local, state, national, or international law;
is false, misleading, libelous, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of any entity’s rights of privacy or publicity, abusive, inflammatory, hateful, religiously, racially or ethnically offensive, unlawful or otherwise objectionable;
advertises products/services competitive with Company's or its merchant partners' product/service offerings;
contains unauthorized private information of any third party, including, without limitation, addresses, phone numbers, email addresses, etc.;
impersonates any person or entity, or otherwise misrepresents your affiliation with any person or entity, or is in any other way fraudulent in nature;
involves unsolicited communications, advertisements, promotions or solicitations, including without limitation junk-mail/spam, whether or not commercial in nature;
contains or comprises viruses, Trojan horses, corrupted data or other harmful, disruptive or destructive code; and/or
is otherwise objectionable, or restricts or inhibits any other person from using or enjoying the Service or the Content, or that may tarnish Company’s image or brand, or may expose Company or its Users to any harm or liability of any type.

Company assumes absolutely no responsibility or liability for any User Material posted to or created through or in connection with the Service, whether by you, by any third parties using your account, by other Users, or by any other third parties.

Any other use of the Service without the prior written permission of Company is strictly prohibited, including, without limitation: (a) any resale or commercial use of the Service or any component thereof; (b) the retransmission, rebroadcasting or other distribution, display or publication of any Content or other information available through the Service; (c) making derivative uses of, or derivative works based on, the Service or any component thereof; (d) use of any data mining, robots or similar data-gathering or data extraction methods in any way or for any reason in connection with the Service; (e) downloading or using any portion of the Service, except as authorized and incidental to their intended operation; or (f) any use of the Service other than for its intended purpose, in accordance with these Terms of Use. You agree that any third party fees necessary to allow you to access and use features of the Service, and/or incurred by you in connection with such access and use, including without limitation telecommunication carrier access fees, data charges, SMS/instant messaging fees, etc., are your sole responsibility.

You understand and agree that: (i) Any use of the Service in violation of any of the foregoing paragraphs or subsections of this Section is a material breach of these Terms of Use which may result in termination or suspension, without notice, of your account and rights to use the Service, and may also expose you to civil and/or criminal liability; and (ii) Company shall be entitled to injunctive relief to remedy or prevent breach of these Terms of Use, without posting of bond or other security, in addition to and not in lieu of any other legal or equitable remedies to which it may be entitled. You agree to indemnify, defend and hold Company harmless from and against any and all claims, suits, causes of action, losses, damages and costs (including without limitation attorney fees and other legal fees) arising from or related to your failure to comply with this Section, or with any of your other representations, warranties and/or covenants set forth in these Terms of Use.

Software Client

Any software that is made available for download for use with the Service is the proprietary work of Company and/or its licensors, and protected by copyright and by other intellectual property rights, laws and treaties. You may use such software solely for the limited purpose of accessing and interacting with other parts of the Service, and subject at all times to these Terms of Use. Any other use of such software is hereby expressly forbidden, prohibited by Designated Law, by the laws of other jurisdictions, and by international treaty, and may result in severe civil and/or criminal penalties. Without limiting the generality of the foregoing statements, you shall not: (i) sell, rent, lease, license, distribute, loan or otherwise transfer the software, or any copies of the software, without the express prior written consent of Company; (ii) reverse engineer, decompile, disassemble or otherwise reduce the software to any human-perceivable form; (iii) modify, adapt, translate or otherwise create derivative works based on the software; (iv) disable, modify or otherwise tamper with any anti-piracy, anti-hacking or digital rights management functionality of the software; (v) remove, disable or circumvent any proprietary notices, marks or labels contained on or within the software or its accompanying files or materials; or (vi) export or re-export the software or any portion, process, copy or adaptation hereof in violation of any applicable laws or regulations.

Company a Limited Designee & Conduit

You understand and agree that Company, in providing the Service, is acting at all times solely as a limited designee and “conduit” in allowing for the creation, processing, use and transmission of User Material as provided herein, and otherwise facilitating interactions between and among Users. COMPANY HEREBY EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, ALL RESPONSIBILITY AND LIABILITY FOR MISUSE OF USER MATERIAL BY ANY USER OR OTHER THIRD PARTY.

The Service, as it may be updated from time to time, including but not limited to trademarks, service marks, logos, and all text, designs, images, graphics, audio, video and other files, etc., and the selection and arrangement thereof, are subject to copyright, trademark, service mark, trade dress and/or other intellectual property rights held or licensed by Company, or by third parties with whom it interacts.

You may not use, copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works of any portion of the Service without first obtaining written permission from Company, which it may grant or withhold in its sole discretion. Without limiting the generality of the foregoing statement: (i) you may not copy or display any portion of the Service on any computer network or publish or broadcast any portion of the Service in any media, and (ii) you may not modify the Service or any copyright, trademark or other proprietary notice associated therewith in any way.

No right, title or interest in any portion of the Service is transferred to you as a result of your use thereof, and (as between Company and you) Company hereby reserves all right, title and interest, including but not limited to all applicable intellectual property rights, in and to the Service and all its component parts.

If you believe that any material available on or through the Service violates your copyright, you may send Company a copyright infringement notice. Section 512(c) of the Copyright Act requires that your notice must be in writing and must include substantially all of the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a complete list of all such works complained of at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity which is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material. Company requests complete URLs for each instance of such allegedly infringing material.
Information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and, if available, an electronic mail address.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the copyright infringement notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Your written copyright infringement notice must be sent to Company's designated copyright agent via mail or email. Please be aware that Section 512(f) of the Copyright Act provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Company will terminate, in appropriate circumstances, account holders who it determines in its sole judgment are repeat copyright infringers.

Company’s designated copyright agent (“Copyright Agent”) may be contacted as follows:

Attn: Copyright Agent TalkAbroad, Inc PO Box 2942 Fremont, CA 94536 By email: copyright@talkabroad.com

The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the Service. The Copyright Agent will not address any other inquiries.

User Feedback

We welcome feedback from our Users. However, any such comments, suggestions, ideas or other communications, together with any materials included therein and/or attached thereto, of whatever kind, whether audio, graphics, video, print or otherwise (collectively, "Feedback") submitted to Company, independent of the method of communication, shall be and remain the exclusive property of Company or its designees. Submission of any such Feedback shall constitute an assignment to Company or its designees of all worldwide rights, title and interest in all copyrights and other intellectual property rights regarding the Feedback, and a waiver of any moral rights therein (to the maximum extent not prohibited by applicable law). Company and its designees shall be free to use, reproduce, disclose, publish and distribute any submitted materials for any purpose whatsoever, without restriction and without compensation of any kind. We therefore request that you not submit any Feedback that you do not wish to assign in full, including all embedded and attached materials. You are solely responsible for all User Material you submit, whether as Feedback or otherwise, and Company assumes no liability whatsoever for any User Material.

DISCLAIMERS

THE SERVICE IS OPERATED BY COMPANY ON AN "AS IS" BASIS, AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THE ACCURACY, CURRENCY OR COMPLETENESS OF THE SERVICE, OR OF ANY INFORMATION (INCLUDING WITHOUT LIMITATION THIRD PARTY INFORMATION) PROVIDED THEREBY, OR THAT THE SERVICE IS FREE OF VIRUSES, TROJANS OR OTHER HARMFUL CODE, OR WILL OPERATE WITHOUT ERROR OR INTERRUPTION. COMPANY ASSUMES NO RISK OR RESPONSIBILITY FOR YOUR USE OF THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT ALL SUCH USE IS AT YOUR OWN RISK.

COMPANY DOES NOT ENDORSE OR MAKE, AND TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, RESPONSIBILITY AND LIABILITY REGARDING ANY AND ALL USERS, SOFTWARE, PRODUCTS, SERVICES, DATA, WEBSITES AND OTHER CONTENT (INCLUDING WITHOUT LIMITATION THOSE OF NON-USER THIRD PARTIES) WHICH YOU MAY ACCESS OR USE THROUGH OR IN CONNECTION WITH THE SERVICE. REFERENCES AND/OR LINKS TO OTHER PRODUCTS, SERVICES, DATA AND/ORWEBSITES ARE PROVIDED SOLELY FOR YOUR CONVENIENCE.

COMPANY EXERCISES COMMERCIALLY REASONABLE EFFORTS TO ESTABLISH AND MAINTAIN RELATIONSHIPS WITH DIRECTORS (AND INDIRECTLY WITH THOSE DIRECTORS' SUBORDINATE CONVERSATION PARTNER EMPLOYEES/CONTRACTORS) WHICH COMPANY HAS ESTABLISHED TO ITS SATISFACTION ARE PROFESSIONAL AND TRUSTWORTHY. HOWEVER, AS BETWEEN YOU AND COMPANY, YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS (INCLUDING WITHOUT LIMITATION PROFESSORS, DIRECTORS AND CONVERSATION PARTNERS) AND NON-USER THIRD PARTIES IF ANY. YOU SHOULD ALSO EXERCISE CAUTION IN DISCLOSING ANY PRIVATE PERSONALLY-IDENTIFIABLE INFORMATION TO OTHER USERS AND NON-USER THIRD PARTIES. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDUCT OF ANY USER OR ANY OTHER NON-USER THIRD PARTY, NOTWITHSTANDING ANY TOOLS OR PROCESSES WHICH COMPANY MAY PROVIDE TO FACILITATE COMMUNICATION. IF YOU FEEL THAT ANOTHER USER OR A NON-USER THIRD PARTY HAS BEHAVED INAPPROPRIATELY, YOU SHOULD IMMEDIATELY TERMINATE THAT INTERACTION AND REPORT THE BEHAVIOR COMPLAINED OF TO YOUR PROFESSOR (IF APPLICABLE) AND/OR TO COMPANY FOR INVESTIGATION.

WHILE COMPANY DOES NOT GENERALLY CONDUCT BACKGROUND CHECKS OR OTHERWISE INQUIRE INTO THE BACKGROUNDS OF ANY OF ITS USERS, NOR DOES IT GENERALLY MONITOR OR VERIFY USER MATERIAL OR COMMUNICATIONS, COMPANY NEVERTHELESS RESERVES THE RIGHT (WHILE DISCLAIMING ANY OBLIGATION), IN ITS SOLE AND ABSOLUTE DISCRETION: (i) TO ENGAGE IN SUCH MONITORING/VERIFICATION, AND (ii) TO TAKE SUCH OTHER ACTION AS COMPANY MAY DEEM APPROPRIATE, INCLUDING WITHOUT LIMITATION EDITING, POSTING CRITIQUES/RESPONSES/DISCLAIMERS AND/OR DELETING SUCH MATERIALS IN WHOLE OR IN PART. COMPANY'S EXERCISE OF ANY OF THE RIGHTS SET FORTH IN THIS PARAGRAPH ARE IN ADDITION TO AND NOT IN LIEU OF ANY OTHER REMEDIES WHICH COMPANY MAY HAVE AT LAW OR IN EQUITY. YOU AGREE TO EXERCISE APPROPRIATE CAUTION IN ALL INTERACTIONS WITH OTHER USERS AND NON-USER THIRD PARTIES.

APPLICABLE LAW MAY LIMIT OR DISALLOW THE DISCLAIMERS SET FORTH ABOVE, AND SO THESE DISCLAIMERS MAY NOT APPLY TO YOU, OR MAY APPLY ONLY IN PART.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL (INCLUDING BUT IN NO WAY LIMITED TO LOSS OF DATA, PROFITS OR ECONOMIC ADVANTAGE), AND WHETHER BASED ON A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND DAMAGES, ARISING OUT OF, IN CONNECTION WITH OR RELATING TO: (i) THESE TERMS OF USE, (ii) THE PRIVACY POLICY, (iii) ANY USE OF OR INABILITY TO USE THE SERVICE, (iv) YOUR CONDUCT OR THE CONDUCT OF OTHER USERS OR NON-USER THIRD PARTIES. IF YOU ARE DISSATISFIED WITH THESE TERMS OF USE, THE PRIVACY POLICY REFERENCED HEREIN, THE SERVICE OR ANY OF ITS CONTENT OR ASSOCIATED SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING ALL OF THE FOREGOING. BY USING/ACCESSING THE SERVICE, YOU ACKNOWLEDGE YOUR ASSUMPTION OF ALL RISK OF SUCH USE/ACCESS.

ABSENT APPLICABILITY/ENFORCEABILITY OF THE FIRST PARAGRAPH OF THIS SECTION, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY TO YOU (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE SERVICE EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$ 100.00). THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THESE TERMS OF USE.

APPLICABLE LAW MAY LIMIT OR DISALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, AND SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, OR MAY APPLY ONLY IN PART.

Miscellaneous Provisions

Designation of Law & Forum. These Terms of Use, the Privacy Policy, and all your interactions with the Service are governed by the laws of the State of California, without giving effect to its principles regarding conflicts of law. The State and Federal courts sitting in Santa Clara County, California will have sole and exclusive jurisdiction over any claim, cause of action or other dispute arising out of, in connection with or related to these Terms of Use, your use of the Service and any other subject matter set forth herein, and you hereby irrevocably and unconditionally submit, consent, and waive all objection to said exclusive venue, including without limitation any objection based on forum non conveniens.

WAIVER REGARDING UNKNOWN CLAIMS. TO THE EXTENT APPLICABLE TO THESE TERMS OF USE, THE PRIVACY POLICY, THE RELATIONSHIP DESCRIBED HEREIN AND THEREIN, OR ANY ASPECT OF THE SERVICE, YOU KNOWINGLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH READS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

STATUTE OF LIMITATIONS. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE PRIVACY POLICY OR USE OF THE SERVICE MUST BE MADE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED.

Amendment; Waiver. These Terms of Use may not be amended or waived, except in a written document signed by Company.

Right to Terminate/Suspend Service. Notwithstanding anything to the contrary elsewhere in these Terms of Use, Company reserves the right, at any time and from time to time, without notice and in its sole discretion, to suspend or terminate (in whole or in part) the Service.

Right to Terminate User Accounts. Notwithstanding anything to the contrary elsewhere in these Terms of Use, Company reserves the right, for any reason or no reason, without notice and in its sole discretion, to terminate your account and license to use the Service, and to block or prevent your future access to and use thereof.

No Implied Waiver. Company's failure to enforce any right or provision in these Terms of Use will not constitute a waiver of such provision, or any other provision of these Terms of Use.

Entire Agreement. These Terms of Use and the Privacy Policy referenced herein together constitute the entire agreement between you and Company regarding the subject matter hereof, govern your use of the Service, and supersede any prior agreements between you and Company regarding the same subject matter.

Severability. If any portion of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Survival. All provisions of these Terms of Use which by their nature reasonably should survive expiration or earlier termination will survive such expiration or earlier termination, including but in no way limited to provisions regarding rights of ownership, disclaimers of warranty, and limitations of liability.