Learn10 Terms of Service

Introduction

Welcome to the learn10 web site (the “Site”), a product of learn10 Ltd (“learn10“). Please read the following terms and conditions of service (“Terms”) carefully as they contain the legal terms and conditions of an agreement (“Agreement”) that you agree to when you use the services provided to you by learn10 through the Site including all services accessed through the Site (collectively, the “Services”). You can always find the latest Terms of Service at http://www.learn10.com/terms.

By accessing or using any of the Services you agree to be bound by the Terms of Sections A and C which contain provisions applicable to all users of the Services, including casual visitors to the Site. If you choose to register for and create an account on the Site, you must also read and agree to be bound by the Terms set forth in Section B, in addition to the Terms of Section C, by clicking on the “I Accept” button set forth at the end of this Agreement.

For the purposes of this Agreement, “you” means you, the person using the Site, and, if applicable, the person that agrees to the Terms in Sections B and C when registering for an account. You and any persons that you authorize to use your account, are referred to in this Agreement as the “User.” “learn10,” “we” or “us” means learn10. In the case of inconsistencies between these Terms and information included in off-line materials (e.g., promotional materials and mailers), these Terms will always govern and take precedence.

SECTION A – TERMS APPLICABLE TO UNREGISTERED USERS OF THE SITE.

1. Availability.

learn10 uses reasonable efforts to ensure that the Services are available 24 hours a day 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of learn10. The learnit widget includes technology from other providers & failure of third party technology may interrupt the Learnit widget. learn10 will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of learn10. You agree that learn10 shall not be liable to you for any modification, suspension or discontinuance of the Services. You understand and agree that the Services are provided “AS-IS” without any warranty of any kind. You are responsible for obtaining access to any Services and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Services.

2.Translations.

Languages in Beta use word lists that are machine translated. Languages are taken out of beta when they have been checked by a qualified translator. Sounds used in the Learnit widget are provided by third parties such as user generated content. We cannot guarantee that every individual word is correctly pronounced. Learn10 uses reasonable efforts to ensure that the translations used in the learnit widget are accurate. However, there will be occasions when the translation of words is not accurate due to failure of telecommunications links and equipment that are beyond the control of learn10. In such instance, please contact [email protected] with details of the word and language where a mispronunciation or mistranslation has been identified. Learn10 will use reasonable commercial efforts to minimize such occurance where it is within the reasonable control of learn10. You agree that learn10 shall not be liable to you for any modification, suspension or discontinuance of the translation. You understand and agree that the Services are provided “AS-IS” without any warranty of any kind.

3. Copyright & Trademarks.

Unless otherwise stated in this Agreement or on the Site, learn10 is the owner of all copyright and database rights in the Services and its contents. You may not publish, distribute, extract, reuse or reproduce any such content in any material form (including photocopying or storing it in any medium by electronic means) other than in accordance with these Terms. All brand, product and service names used in the Services which identify learn10 are proprietary marks of learn10. All brand, product and service names used in the Services which identify third parties and their products and services are proprietary marks of such third parties. Nothing in the Services shall be deemed to confer on any person any license or right on the part of learn10 or any third party with respect to any such image, logo or name.

4. Copyright, Other Proprietary and Privacy Protection for Other Users’ Content on the Site.

learn10 hereby notifies you that all the information, content, image files, software and materials on the Site may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. You understand that learn10 is unable to provide you with permission to copy display or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the Site. learn10 does not provide you with permission to access and view any content provided by other Users or third parties. learn10 has the absolute right to terminate your account or exclude you from the Site if you use our Service to violate the intellectual property rights or other rights of third parties. You agree to indemnify and hold learn10 harmless for any violation of this provision.

5. Copyright Violations.

6. External Links

From time to time learn10 may provide links that will take you to third party web sites. These links are provided for your convenience only. If you decide to access linked web sites you do so at your own risk. learn10 does not endorse or take responsibility for the content on other web sites or the availability of other web sites and you agree that learn10 is not liable for any loss or damage that you may suffer by using other web sites.

7. Amendment of Terms

We reserve the right to amend any Terms agreed to by you from time to time without notice. Your continued use of the Site constitutes acceptance of any amendments, additions, or modifications to this Agreement.

8. Contact

learn10 is located in Birmingham, UK. Any questions, comments or suggestions, including any report of violation of this Agreement should be provided to the Administrator as follows:

SECTION B – TERMS APPLICABLE TO REGISTERED USERS OF THE SITE.

1. Registration.

In consideration of your use of the Services, you represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Customer Data") (b) answer a daily market research question when requested and (c) maintain and promptly update the Customer Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or learn10 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, learn10 has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). To register as a User of the Services you must be 18 years or over. Minor children under the age of 18 who wish to access the Services must obtain permission from their parents and their parents must agree to this Agreement You (the parent) must add the child or children to your (the parent’s) account and certify that you are the legal guardian of the child/children listed on the account. By adding a child to your account, you also give your child permission to access all of the Services. Please remember that the Services are designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Services and/or Content (as defined in Section 7 below) are appropriate for your child.

2. Amendment of Terms.

You agree that learn10 retains the right to amend these Terms and the Site, including service offerings and prices at any time, for any reason, and without notice, and the right to terminate the Site or any part of the Site. You agree to review the posting of this Agreement at http://www.learn10.com/tos.html periodically to be aware of such changes. Your continued use of the Site constitutes acceptance of any amendments, additions, or modifications to this Agreement. Any amendments or modifications made by learn10 shall be prospective only. You will be bound by all such modifications, whether or not you have notice thereof. If you have created an account, we shall notify you of any material changes to these Terms by email sent to the address you have provided to learn10 for your account. If you continue to use the Service once you have been notified of the changes to these Terms, you will be deemed to have accepted those changes.

3. Site License.

learn10 grants you a personal, limited, revocable, non-exclusive and non-transferable license to use the Site, including but not limited to its software products and Services used in the operation of the Site. The license in this section extends only to using the features within the Site, which may be changed, updated removed and/or amended at any time as deemed necessary by learn10.This license is exclusive to you and you may not sublicense the use of the Site. learn10 expressly retains all ownership rights, title and interest in and to all aspects of the software, Services and the Site, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Site. You may not modify the Site, create derivative works of the Site, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Site that would reveal any source code, trade secrets, know-how or other proprietary information. This license shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Site. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Site or displayed by, on, or in the Site. You may use the Site only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Site after any termination or expiration of this Agreement for any reason.

4. Password.

You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify learn10 of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. learn10 cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

5. Copyright in Content.

learn10 does not claim ownership rights in any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials or content you or third parties make available or use in connection with the Site, the Software and the Services or used in connection with your account (“Content”). By enabling the submission of Content and accepting the consideration set forth in this Agreement, as consideration for our permitting you to use of the Site, the Services and the Software, you unconditionally grant to learn10 a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, transferable, right and license, with the right to sublicense through multiple levels of sublicensees, under all of your intellectual property rights in the Content, to (a) reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Content in any medium or format, whether now known or hereafter discovered and (b) exercise any and all other present or future rights in the Content. You remain the owner of all Content that you submit or that is submitted to the Service and as a condition to your use of the Site, the Services and the Software, you represent and warrant to learn10 that you are the owner of the copyright to Content you submit to the Service or that you have written permission from the copyright owner to submit such Content. You agree to indemnify and hold learn10 harmless for any violation of this provision.

6. Submissions.

• You may NOT store any of the following material on the Site or obtain any such material using the Site;
• Any threatening, obscene, pornographic or profane material or any other material that could give rise to any civil or criminal liability under applicable law;
• Any material that could infringe rights of privacy, publicity or copyrights without the permission of the owner of these rights and the persons (or their parents or legal guardians, where applicable) whose likenesses are displayed in the material;
• Any material sent from an anonymous or false address.

While learn10 does not and cannot review all material on the Site, and is not responsible for its content, learn10 reserves the right to remove, delete, move or edit Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. learn10 will not be liable for the Content of any submission. You agree to indemnify and hold learn10 harmless for any violation of this provision.

7. Third Party Software and Linking.

8. Monitoring of Content.

8.1

Your account with learn10 is available for your personal use. You can allow other people to view selected conversations and other Content. Shared conversations and Content will require that you provide a license to your Content to others. You understand that learn10 can access your account and provide access to third parties for the following reasons:

• We can remind you of your password in case you forget it; if this becomes necessary, we send an e-mail upon your request to the address from which you opened your account;
• To maintain the Site and to develop new and useful features and services;
• To follow a court order, subpoena, complaint or a lawful request from governmental authorities.

8.2

You acknowledge that learn10 may not pre-screen Content, but that learn10 and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Services. Without limiting the foregoing, learn10 and its designees shall have the right to remove any Content that violates any part of these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by learn10 or submitted to learn10, including without limitation information in learn10 Message Boards, and in all other parts of the Service.

8.3

You acknowledge, consent and agree that learn10 may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of learn10, its users and the public.

8.4

You understand that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

8.5

You understand that the Services and software embodied within the Services may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by learn10 and/or content providers who provide content to the Services. You may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Services, in whole or in part, is strictly prohibited

9. Conduct.

9.1

You understand that all Content, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not learn10, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. learn10 does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will learn10 be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.

9.2

You may not obtain or seek to obtain access to materials on the Site for which your access is not authorized, including materials belonging to other users. Any attempt to circumvent firewalls or other security devices of the Site is a violation of this Agreement. You agree to indemnify and hold learn10 harmless for any violation of this provision.

9.3 Fair Use Policy

Learnit is subject to a fair use policy that any individual user subscribing to our premium feature of avatar recordings will be limited to a maximum of 15,000 sound plays a month. This is well in excess of the repetition necessary for an individual user to benefit from the recordings.

10. Suspension and Termination of Access and Membership.

learn10 reserves the right to suspend or terminate your account and use of the Site and remove and discard any Content including, but not limited to, any and all information, communications, postings, albums, image files or any other materials on the Site, at any time, without notice, for any reason, including but not limited to the following:

• Breach of these Terms, including policies or guidelines set forth by learn10 elsewhere;
• Conduct that learn10 believes is harmful to other users of learn10 or the business of learn10 or other third party information providers.

Further, you agree that learn10 shall not be liable to you or any third party for any termination of your access to the Site. learn10 reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that learn10 shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

11. Privacy.

It is the policy of learn10 to respect the privacy of individuals who visit the Site, create accounts and/or provide comments to us. We collect addresses, names and other identifying and contact information from users of the Site in order to correspond with customers about any questions relating to the Services. Occasionally we may use this information to send users information about specials and promotions that we may be passing along to customers. You may choose not to receive this information by updating your account profile and de-selecting the option to receive specials and promotions. We may also collect identifying information about you through a log of all traffic on our website and aggregate that information into site functionality data. Our purpose for collecting the information is to analyze the use of our website and improve its format and functionality. We may on occasion provide aggregate demographical information about website users or purchasers to third parties, such as suppliers or advertisers, but currently such information does not identify specific individuals. We do not currently use any personally identifiable information for any purpose other than those we have described here, for example we do not sell or rent any personally identifiable information about our users to any third party. learn10 does reserve the right to provide user information to third parties when required to comply with U.S. law or legal procedure, to protect learn10 or its users’ rights or property, and in emergency situations if physical safety or health is at issue. Registration data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://learn10.com/privacy.html.

12. Disclaimer Warranty.

THE CONTENT AND/OR MATERIALS AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, learn10 MAKES NO WARRANTY THAT ITS SITE, INCLUDING THE SERVICES, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THIS SITE OR OUR SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SITE, INCLUDING THE SERVICES WILL BE AVAILABLE, OR THAT DATA OR IMAGES ENTERED ARE SECURE FROM UNAUTHORIZED ACCESS. learn10 MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, PROMOTIONS, OR THE DELIVERY OF ANY SOFTWARE, GOODS OR SERVICES, PURCHASED, ACCESSED OR OBTAINED THROUGH THE SITE OR ADVERTISED THROUGH THE SITE. NO ADVICE OR INFORMATION GIVEN BY learn10, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.

13. Indemnification.

You agree to indemnify and hold learn10, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Services, your use of the Services, your connection to the Services, your violation of these Terms, or your violation of any rights of another.

SECTION C – TERMS APPLICABLE TO REGISTERED USERS AND UNREGISTERED USERS OF THE SITE.

1. Limitation of Libility.

1.1

YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE, INCLUDING ANY SOFTWARE OR OTHER MATERIALS ON THE SITE, AND ANY RELIANCE UPON IT, IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE SITE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL learn10 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF learn10 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SITE, INCLUDING ITS SERVICES, FROM ANY CHANGES TO THE SITE, INCLUDING ITS SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU AGREE THAT learn10 SHALL HAVE NO LIABILITY FOR ANY CONTENT PROVIDED BY YOU TO learn10. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME, LOSS OF CONTENT, AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL CONTENT ABOUT YOURSELF IN YOUR USE OF THE SITE AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.

1.2

IF YOU ARE DISSATISFIED WITH THE SITE, OR WITH ANY OF THESE TERMS AND CONDITIONS, OR FEEL learn10 HAS BREACHED THESE TERMS AND CONDITIONS YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES. THE TOTAL LIABILITY OF learn10 TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS OR USE OF THE SITE SHALL NOT EXCEED THE GREATER OF EITHER THE AMOUNT PAID BY YOU FOR THE SERVICES IN QUESTION OR ONE HUNDRED DOLLARS (US$100) TOTAL. IT IS THE INTENTION OF BOTH OF US THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.

1.3

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

2. General.

2.1 Applicable Law and Jurisdiction.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or this Agreement must be brought, if at all, within one (1) year from the accrual of the claim or cause of action or be forever barred. The parties agree that this Agreement and any claims hereunder shall be governed by and subject to the laws of the state of Colorado, without giving effect to any principles of conflicts of law.

2.2 No Resale of Services.

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services (including your learn10 I.D.), use of the Services, or access to the Services.

2.3 Independent Contractors.

No joint venture, partnership, employment, or agency relationship exists between you and learn10 as a result of this Agreement or use of the Services.

2.4 Enforcement.

If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

2.5 Force Majeure.

learn10 will be not liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond learn10’s reasonable control.

2.6 Waiver.

The failure of learn10 to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by learn10 in writing.

2.7 Construction.

The headings of Sections of the Agreement are for convenience and are not to be used in interpretation.

2.8 Entire Agreement.

This Agreement constitutes the entire agreement between you and learn10 and governs your use of the Site, superseding any prior agreements between you and learn10. The failure of learn10 to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

BY CLICKING THE “ACCEPT” BOX, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS ABOVE,learn10 IS UNWILLING TO PROVIDE SERVICES TO YOU, AND YOU SHOULD DISCONTINUE THE REGISTRATION PROCESS AND LEAVE THE SITE.