Terms

Terms of Use

Speakable is a comprehensive online language platform to help schools and districts teach language curriculum and, in particular, speaking. The platform includes web-based content, teacher tools, and resources. We refer to these products as the “Website” or the “Services”.

The following terms of use (“Terms of Use”) and any documents that they reference are a legally-binding contract between you and Speakable, Inc. (“Company,” “Speakable” “we,” or “us”), and govern your use of our Services. If you are using the Services on behalf of a school or institution (“Institution”) that has a separate written agreement with Speakable and there is any inconsistency between that agreement and these Terms of Use, the agreement with your Institution will prevail to the extent of the inconsistency.

‍By using the Website, you accept and agree to be bound by these Terms of Use and our Privacy Policy. Any capitalized term not defined in these Terms of Use has the definition provided in the Privacy Policy. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

If you are under the age of 18, you represent that your legal guardian has reviewed and agreed to the Terms of Use. If you don’t get your parent or guardian to read and agree to the Terms of Use, you don’t have permission to use the Services

Accessing the Website

We are constantly changing and improving our Services. We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We may add or remove functionalities or features, and we may suspend or stop the Services altogether at our sole discretion, including, for example, if you do not comply with these Terms of Use or if, in our opinion, you have violated any provision of these Terms of Use.

We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

We have created a selection of free and paid membership plans providing a variety of features for students, teachers, schools and districts.

While access to and use of some of the Services is free, in the future, we may change our pricing structure, or may offer new or additional special features, which we may charge for. We will notify you when we intend to charge for a service or feature. You will always have the choice of whether to use those features. If you continue to use any service or feature after you have been notified of any applicable fees, that use constitutes your acceptance of any new or increased fees.

Children under the age of 13

Because some of our users may be interested in it, we have included some information below related to the Children’s Online Privacy and Protection Act (“COPPA”). COPPA requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. Therefore, we only collect Personal Information through the Services from a child under 13 where that student’s school, district, and/or teacher has agreed (via the terms described in the Terms of Use) to obtain parental consent for that child to use the Services and disclose Personal Information to us. A parent or guardian may sign up his or her child for the Services and provide Personal Information about that child to us. However, no child under 13 may send us any Personal Information unless he or she has signed up through his or her school, district or teacher and such school, district or teacher has obtained parental consent for that child to use the Services and disclose Personal Information to us. If you are a student under 13, please do not send any Personal Information to us if your school, district, and/or teacher has not obtained this prior consent from your parent or guardian, and please do not send any Personal Information other than what we request from you in connection with the Services. If we learn we have collected Personal Information from a student under 13 without parental consent from his or her parent or guardian or obtained by his or her school, district, and/or teacher, or if we learn a student under 13 has provided us personal information beyond what we request from him or her, we will delete that information as quickly as possible. If you believe that a student under 13 may have provided us personal information in violation of this paragraph, please contact us at admin@Speakableapp.com.

If you are signing up for this service and creating accounts on behalf of student(s), you represent and warrant that you are either (a) a teacher or school administrator or otherwise authorized by a school or district to sign up on behalf of students or (b) the parent of such student(s). If you are a school, district, or teacher, you represent and warrant that you are solely responsible for complying with COPPA, meaning that you must obtain advance written consent from all parents or guardians whose children under 13 will be accessing the Services. When obtaining consent, you must provide parents and guardians with these Terms and our Privacy Policy. You must keep all consents on file and provide them to us if we request them. If you are a teacher, you represent and warrant that you have permission and authorization from your school and/or district to use the Services as part of your curriculum, and for purposes of COPPA compliance, you represent and warrant that you are entering into these Terms on behalf of your school and/or district.

Website Security and Privacy

Please read our Privacy Policy, which explains how we treat your personal information. By using our Services, you agree that we can use such data in accordance with our Privacy Policy.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat this information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Speakable Technology and Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement of the Website), are owned by Speakable Technologies, Inc., its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except that you may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any of our Services. You will not access the Services to build a product using similar ideas, features, functions, interface or graphics of the Services. You must not remove, obscure, or alter any copyright or other legal notices displayed in or along with our Services.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Speakable. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Our Website may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Website does not constitute any right or license for you to use such service marks/trademarks, without the prior written permission of the corresponding service mark/trademark owner. Your use of our Website does not grant you ownership rights of any kind in our Website.

User-Generated Content

You own the content, images, and activities you post on Speakable. However, you have some responsibilities regarding it, and we ask you to grant us some rights so we can provide services to you.

Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close accounts if we need to. You do not have the right to add or share explicit content or language such as nudity, graphic images which contain violence, and words considered to be “swear” words in any language to Speakable.

Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

Speakable May Remove Content

We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any Speakable terms or policies.

Ownership of Speakable Flashcard Sets, Lessons, and Videos

Speakable owns content created by Speakable, including but not limited to sets, videos, and lessons which Users may also work with. Users own and are responsible for all content created on the platform. Speakable reserves the right to remove any user-generated content deemed inappropriate.

User-Generated Bank Contributions

Teacher Users may post content to the Public Library (“Shared Repository”), a shared repository of flashcard sets and lessons. Items posted to any Shared Repository will have a Creative Commons Attribution-Non Commercial License CC BY-NC which you can read here.

Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Content you create or own (“Your Content”). If you’re posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Speakable Users — certain legal permissions, outlined in this section. These license grants apply to Your Content. You understand that you will not receive any payment for any of the rights granted in this section. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have copied it.

License Grant to Speakable

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.

By providing any User-Generated Content on the Website, you grant us and our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

This license does not grant Speakable the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.

License Grant to Other Users

Any User-Generated Content you post publicly, including flashcard sets, lessons or videos, may be viewed by others. By setting your sets or lessons to be viewed publicly, you agree to allow others to view and copy your sets and lessons (this means that others may make their own copies of Content from Your Content).

If you set your flashcard sets, lessons or videos to be viewed publicly, you grant each User of Speakable a nonexclusive, worldwide license to use, display, and perform Your Content through the Speakable Service. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Speakable Users.

You grant other Teacher Users an Attribution-NonCommercial CC BY-NC license to any of Your Content posted in a Shared Repository.

Please note that some User Contributions may be deemed an Education Record under the Family Educational Rights and Privacy Act (“FERPA”).

Your Representations and Warranties

You represent and warrant that you will not provide any User Contributions or otherwise use the Services in a way that:

infringes these Terms of Use;
infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights; violates any international, federal, state or local law, statute, ordinance or regulation or which would render Speakable in violation of any applicable laws or regulations, including the Children’s Online Privacy Protection Act (COPPA) and FERPA;
is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or
jeopardizes the security of your account in any way, such as allowing someone else access to your account or password.

You also represent, warrant and agree that you possess all rights necessary to provide your User Contributions and grant us the rights in these Terms of Use.

Acceptable Use and Conduct

We want Speakable to be a safe and respectful environment for all of our users. When you use our Services, you must comply with these Terms of Use, including all of these requirements for acceptable use and conduct.

You must not:

Use the Services in a way that violates any federal, state, local or international law or regulation (including COPPA and FERPA and any laws about the export of data or software to and from the US or other countries).
Make any User Contributions that contain material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Use the Services in a way that could promote sexually explicit material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Post or share answers to Speakable activities or lessons on any external website, online forum, social media platform, or other publicly-accessible electronic means.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization, or use manipulated identifiers in order to disguise the origin on any content transmitted to or through the Services.
Transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
Use the Services for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
Send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use.
Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Speakable or users of the Website or expose them to liability.

Additionally, you agree not to:

Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying users’ content or information, or any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Website.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.

If we believe that you have violated any of the above, or any other part of these Terms of Use, we may terminate your right to access or use the Services or take any other action that we, in our sole discretion, deem necessary or appropriate. We may take appropriate legal action, including referral to law enforcement and cooperating with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF OUR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT AUTHORITIES.

We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate without notice the user accounts of repeat infringers. However, we reserve the right to identify and terminate users under any circumstances we deem appropriate, including after only a single instance of allegedly infringing behavior by that user.

Links from the Website

If the Website (including User Contributions) contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Location

We are based in the United States and data is stored on data servers in the United States. By using this Website, you consent to your data being transferred to and processed in the United States. The Website and its content may not be accessible or appropriate outside of the United States.

Additional Terms by User Type

These Terms of Use apply to all users of our Services, but there are special additional terms for you depending on what type of user you are. You may not sign up for or use the Services as someone you are not; Speakable may disable or terminate your account if you do so.

Students

If you are a student using the Services, then these terms apply to you:

Please do not provide any personal information about yourself to us, other than what we request from you.
You must be at least 13 years of age to use the Website.
If you are between 13 and 18 years of age, you must get the consent of your parent or guardian to these Terms of Use.

Teachers

If you are a teacher, school leader, aide, parent or other similar personnel (“School Personnel”) who uses the Website to help teach students, these terms apply to you.

You understand and acknowledge that COPPA prohibits online service providers from knowingly collecting personal information from children under 13 years of age without consent and you understand that we will not let children under the age of 13 use the Services.

You also understand and acknowledge that you must comply with FERPA, including the obligations outlined below.

Schools or School Districts

If you are agreeing to these Terms of Use on behalf of an organization or other legal entity, such as a school or school district, club, or team that is purchasing our Services (a “Customer”), these terms apply to you.

You represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you may not use the Services.

These terms are incorporated into the Order Form and together, the Order Form and these Terms of Use are the “Agreement.” An “Order Form” means any order for the provision of products or services signed by a Customer. Subject to the terms of the Agreement, Speakable will provide the Service specified on the Order Form.

Customer shall pay all yearly fees (“Fees”) set forth in the Order Form. All Fees will be due from Customer within thirty (30) days of receipt of invoice, unless otherwise agreed to in the Order Form. All Fees owed by Customer are exclusive of, and Customer shall pay, all sales, use, VAT, excise, withholding, and other taxes that may be levied in connection with this Agreement. All Fees are non-refundable. Customer acknowledges that it is responsible for all Fees for all years listed in the Order Form.

You also understand and acknowledge that you must comply with FERPA, including the obligations outlined below.

Speakable warrants that the functionality or features of the Service and Support may change but will not materially degrade during the term of the Order Form. As Customer’s exclusive remedy and Speakable’s sole liability for breach of the warranty set forth in this section, Speakable shall correct the non-conforming Service at no additional charge to Customer.

FERPA

We know that it is important for schools to comply with the Family Education Rights and Privacy Act (“FERPA”) and related regulations. We depend on our school partners to help ensure that we comply with our obligations under FERPA. We cannot provide you with legal advice on compliance, but are ready to work with you and your legal counsel as appropriate to help ensure that we each meet our obligations.

We always handle any Personal Information, including any such information contained in Education Records or Directory Information, in accordance with our Privacy Policy.

Some of the information that School Personnel provide to us may be considered an education record under FERPA (“Education Record”). Other information that School Personnel provide to us about a student, such as student name and grade level, may be considered directory information under FERPA (“Directory Information”), not an Education Record. A school may not generally disclose personally identifiable information from an eligible student’s education records to a third-party without written consent of the parent and/or eligible student or without meeting one of the exemptions set forth in FERPA (“FERPA Exemption(s)”), including the exemption for Directory Information (“Directory Information Exemption”) or disclosure to school officials with a legitimate educational interest (“School Official Exemption”).

As School Personnel providing Directory Information or any Education Record to Speakable, you represent, warrant and covenant, as applicable, that your Institution has complied with obligations under FERPA, by:

(i)complying with the Directory Information Exemption, including, without limitation, informing parents and eligible students what information the Institution deems to be directory information and may be disclosed and allowing parents and eligible students a reasonable amount of time to request that schools not disclose directory information about them; and/or (ii)complying with the School Official Exemption, including, without limitation, informing parents in their annual notification of FERPA rights that the Institution defines “school official” to include service providers and defines “legitimate educational interest” to include services such as the type provided by Speakable; or (iii)obtaining all necessary parental or eligible student written consent to share the Directory Information and Educational Records with Company, in each case, solely to enable Company’s operation of the Services.

It is important that School Personnel not provide information to Speakable from any student or parent that has opted out of the disclosure of Directory Information.

Disclaimer of Warranties and Limitation of Liability

We provide our Service using a commercially reasonable level of skill and care and we hope that you will enjoy using them. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER Speakable NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, Speakable DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Speakable DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR BE ERROR-FREE. EACH PARTY AND ITS SUPPLIERS SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE USE OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA, RECORDS OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE SERVICE), EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. EACH PARTY’S CUMULATIVE MAXIMUM LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE PRECEDING 12 MONTHS UNDER THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT Speakable IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES MADE AVAILABLE THROUGH THE SERVICE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

We are not responsible for the actions, content, information or data of other third parties, including other users. You are solely responsible for your interactions with other users of the Services, and any other parties with whom you interact through the Service. We reserve the right, but have no obligation, to become involved in any way with these disputes.

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. 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 or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.

Indemnification

You agree to defend, indemnify and hold harmless Speakable, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Mediation and Arbitration

You and Speakable agree that any dispute or claim arising out of or relating to these Terms of Use (any “Claim”), will first be subject to mandatory, confidential mediation. The mediation process will be initiated and conducted through the rules of the American Arbitration Association or through JAMS, and shall take place in San Francisco, California. In the event the mediation is not successful, the Claim shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction, provided that each party will have a right to seek injunctive or other equitable relief in a court of law. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. You and Speakable consent to the arbitration in the State of California in the city and county of San Francisco, California. The arbitration, and any results of the arbitration, shall be strictly confidential. Judgment may be entered in any court with competent jurisdiction. You and Speakable acknowledge that we are each waiving our right to have a jury or court decide the Claim, and that we are each waiving our right to appeal any judgment made by the arbitrator.

YOU AND Speakable EACH WAIVE OUR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

Miscellaneous

These Terms of Use shall be interpreted, governed and construed by the laws of the State of Delaware without regard to your actual state or country of incorporation or residence.

Any attempt to assign the rights and obligations in these Terms of Use, in whole or part, in contravention of this Section, shall be void. These Terms of Use shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. Any failure by either party to enforce the other party’s strict performance of any provision of these Terms of Use will not constitute a waiver of its right to subsequently enforce such provision or any other provision of these Terms of use.

These Terms of Use will remain in full force and effect while you use the Services. Any terms that by their nature survive termination or expiration of this agreement, will survive. Nothing in this Agreement is intended to violate any law, rule or regulation. In the event that any terms or provisions of these Terms of Use are declared invalid or unenforceable by any Court of competent jurisdiction or any Federal, State or local government agency having jurisdiction over the subject matter of these Terms of Use, then (i) the remaining terms and provisions that are not affected thereby shall remain in full force and effect and (ii) the parties will promptly meet to negotiate substitute terms and provisions for those declared invalid.

Changes to the Terms of Use

We may change these Terms of Use from time to time. We will post any changes we make on this page with a notice on the Website’s homepage that the Terms of Use have been updated. If we make material changes, we will email you at the email address associated with your account.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.

Questions?

To ask questions or comment on these Terms of Use, the Privacy Policy or our privacy practices, contact us andrew@speakableapp.com.

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