Terms of Service
Last Updated January 14, 2021
- Key Terms
- Terms of Service
- How the Site, Application and Services Work
- Account Registration
- General Member Terms
- Intellectual Property
- Site and Application License
- OPLingo Content and Member Content License
- Member Content
- Enforcement of Terms of Service
- Limitation of Liability
- Accessing and Downloading the Application from iTunes
- Entire Agreement
- Ability to Accept Terms of Service
- Controlling Law and Jurisdiction
- Dispute Resolution
- Accuracy of Information
- Right of Refusal, Limitation, Discontinuation and Termination
- Contacting Customer Service
1. Key Terms
OPLingo, or oplingo.com is a service of Language Tools LLC. OPLingo provides an online venue for language learning where Members (term defined below), can collaborate with each other and take advantage of the services provided via OPLingo, including but not limited to language lessons, forums, chat rooms, reading tool and write & correction (collectively, the "Services"). These Services are accessible at oplingo.com and any other websites where OPLingo makes the Services available (collectively, the "Site"), and applications for mobile, tablet, and other smart devices and application program interfaces (collectively, the "Application").
If you are using the Site, Application or Services, these Terms of Service are between you and Language Tools LLC, (Language Tools LLC is hereinafter referred to as "OPLingo", "we", "us", or "our"). OPLingo will handle any and all payments and payouts conducted through or in connection with the Site, Application or Services ("Payment Services"). Payment Services provided by OPLingo are subject to the Payments Terms of Service ("Payments Terms").
"Content" means all Content that OPLingo makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.
"Member Account" means the OPLingo Account you open when you register to become a Member and use the Services.
"Member" means a person or legal entity that registers for an Account.
"Member Content" means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Member profile or OPLingo promotional campaign to be made available through the Site, Application or Services.
"Services" means any of the Connection or Payment Services that are delivered by OPLingo.
"Student" means a Member that purchases Services.
"Teacher" means a Member that offers and delivers Teaching Services.
"Teaching Services" means all Services delivered by Teachers. These include paid lessons, packages and other services rendered via the Web site.
"User" means (1) a person who is a Member, using the Site or Application on his or her own behalf, or (2) a person who is using the Site or Application on behalf of a Member that is a company or organization.
"Visitor" means a person who is only visiting the Site or Application, not a Member or User.
"You" means a Visitor or Member accessing the Site or Application or using the Services on his or her own behalf; or, if the Services are used on behalf of a company or organization, "you" means the Member for which the Services are used and the User who accesses the Site or Application on behalf of such Member (and such User represents that he or she has the authority to do so on the Member's behalf).
2. Terms of Service
By using the Site, Application or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Content (defined below), and constitute a binding legal agreement between you and OPLingo. In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Content.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE VENUE FOR LANGUAGE LEARNING WHERE MEMBERS, BOTH STUDENTS AND TEACHERS MAY TAKE ADVANTAGE OF MARKETPLACE SERVICES AND PAYMENT SERVICES DIRECTLY WITH EACH OTHER. YOU UNDERSTAND AND AGREE THAT OPLingo IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN STUDENTS AND TEACHERS OR BETWEEN MEMBERS, NOR IS OPLingo A LANGUAGE SERVICES BROKER OR AGENT. OPLingo HAS NO CONTROL OVER THE CONDUCT OF STUDENTS, TEACHERS, MEMBERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY SERVICES RENDERED BETWEEN THEM, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. OPLingo DOES NOT EMPLOY TEACHERS.
IF YOU CHOOSE TO TEACH ON OPLingo, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH OPLingo IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF OPLingo FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF OPLingo. OPLingo DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LISTING EXCEPT AS SET FORTH HEREIN OR YOUR ACTIVITIES ASSOCIATED WITH YOUR PROFILE OR LISTED SERVICES, OR ANY OTHER MATTERS RELATED TO ANY SERVICES THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF OPLingo, INCLUDING BY INAPPROPRIATELY USING ANY OPLingo's INTELLECTUAL PROPERTY.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR CONTENT.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
The Parties acknowledge and agree that each Student, Teacher, subsidiary and affiliate of us shall be a third-party beneficiary to the Terms and that such other persons and/or companies shall be entitled to directly enforce and rely upon any provision of these Terms which confers a benefit upon them. No other parties shall be third party beneficiaries to these Terms.
OPLingo reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site or the Application, send an email to you at the email address associated with your account, or otherwise provide you with notice of the modification. We will also update the "Last Updated" date at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older, or are acting with express parental permission
5. How the Site, Application and Services Work
The Site, Application and Services can be used to provide an online venue where Members, Students and Teachers, can collaborate with each other and take advantage of Connection Services (as defined below) and Payment Services for language learning.
Connection Services.The Site or Application is a venue where:
- Members may upload information related to language learning.
- Members conduct searches, connect with, choose, and engage each other for the purposes of language learning.
- Students conduct searches, connect with, choose, and engage Teachers directly for language instruction.
- Teachers advertise their capabilities, respond to inquiries, connect with and engage to provide their Services directly to Students.
In providing the aforementioned “Connection Services,” OPLingo only provides the venue for Students and Teachers to find and contract with each other.
Reading Tool Payment Services.
Part of the Site or Application is a platform for Students to read and listen to passages provided either by OPLingo or by the Student. Payment services associated with this part of the site are "Reading Tool Payment Services". Reading Tool Payment Services does not mean Connection Services.
You agree to OPLingo's Reading Tool Payment Terms of Service and Payments Terms.
Teacher Payment Services.
Part of the Site or Application is a platform for Students seeking online languages lessons or other language learning services to connect with Teachers seeking to provide online language lessons and other language learning services. Services associated with this part of the site are "Teacher Payment Services".
Teacher Payment Services also provide to Students and Teachers certain collaboration, feedback, purchase and payment tools, dispute resolution process and dispute assistance, and other Services (collectively, "Teacher Payment Services"). Teacher Payment Services does not mean Connection Services.
You agree to OPLingo's Teacher Payment Terms of Service and Payments Terms.
Teacher Services.Teacher services are described in more detail on the Teacher Terms of Service.
If you are accepted to be a Teacher, you agree to OPLingo's Teacher Terms of Service at Teacher Terms.
Unless explicitly specified otherwise in the OPLingo platform, OPLingo's responsibilities are limited to facilitating the availability of the Site, Application and Services.
6. Account Registration
In order to access certain features of the Site and Application, and to participate in language learning Connection Services and Payment Services on OPLingo, you must register to create an account ("OPLingo Account") and become a Member. You may register to join directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites ("SNS") (including, but not limited to, Facebook; each such account is a "Third-Party Account"), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your OPLingo Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to OPLingo through the Site, Services or Application; or (ii) allowing OPLingo to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to OPLingo and/or grant OPLingo access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating OPLingo to pay any fees or making OPLingo subject to any usage limitations imposed by such third-party service providers. By granting OPLingo access to any Third-Party Accounts, you understand that OPLingo will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Site, Services and Application via your OPLingo Account and OPLingo Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms.
Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your OPLingo Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or OPLingo's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your OPLingo Account and your Third-Party Accounts, at any time, by accessing the "Settings" section of the Site and Application.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. OPLingo makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and OPLingo is not responsible for any SNS Content.
Your OPLingo Account and your OPLingo Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active OPLingo Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. OPLingo reserves the right to suspend or terminate your OPLingo Account and your access to the Site, Application and Services if you create more than one (1) OPLingo Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.
You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your OPLingo Account, whether or not you have authorized such activities or actions. You will immediately notify OPLingo of any unauthorized use of your OPLingo Account.
7. General Member Terms
Our Services are available only to legal entities and individuals who can form legally binding contracts. To register for an Account with OPLingo and become a Member, you must accept all of the terms and conditions in, and linked to, the Terms of Service. OPLingo reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.
You agree you shall not sell, trade, or transfer your Account to any other person or entity.
It is the sole responsibility of each registered Member that all personal details, including contact email addresses are up to date and accurate at all times. By accepting these terms and conditions, all Members hereby release OPLingo from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, which arise due to inaccurate personal information being held on the Site or Application. All Members are solely responsible for the content and accuracy of any information published by them on OPLingo.
OPLingo reserves the right to suspend or terminate the membership of any registered Member for any reason. No refunds, payments or compensation of any kind will be paid to Members whose registration has been terminated due to breach of these Terms.
9. Intellectual Property
This is an Agreement for access to and use of the Site and Application, and you are not granted a license to any software or intellectual property by these Terms. The Site and Application are protected by U.S. and, where applicable, international intellectual property laws. The Site and Application belong to us and are the property of us or our licensors (if any). We retain all ownership rights in the Site and Application.
Furthermore, all material displayed or transmitted on this Site and Application, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (hereinafter “Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws, and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Site and Application, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.
You may make a single print copy of any Materials provided by us on this Web site for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed on this Site and Application without our express written permission. All requests for archiving, republication or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to OPLingo.
You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Site and Application in accordance with these Terms. Any of the Materials accessed or downloaded from this site must be accessed or downloaded in accordance with these Terms. We reserve any rights not expressly granted under these Terms.
10. Site and Application License
Subject to and conditioned on compliance with the Terms of Service, OPLingo grants you a limited license to access and, if you are a Member, to use this Site or Application internally for the purpose of ordering and receiving the Services available and authorized from this Site or Application. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site or Application in any way for any public or commercial purpose without prior written consent of OPLingo or the rights holder, unless such actions have previously been expressly permitted by OPLingo or the rights holder for the content in question. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site or Application unless expressly permitted by law. This Site or Application or any portion of this Site or Application may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by OPLingo.
11. OPLingo Content and Member Content License
Subject to your compliance with these Terms OPLingo grants you a limited, non-exclusive, non-transferable license, to (i) access and view any OPLingo Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by OPLingo or its licensors, except for the licenses and rights expressly granted in these Terms.
You agree to OPLingo's Copyright Policy - Copyright Policy.
12. Member Content
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application, Services, or through OPLingo promotional campaigns, you hereby grant to OPLingo a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services. OPLingo does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all OPLingo Content that you make available through the Site, Application, Services or through OPLingo promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application, Services or through OPLingo promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to OPLingo the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or OPLingo's use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, the Services or OPLingo promotional campaigns will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that OPLingo is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by OPLingo of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
14. Enforcement of Terms of Service
We may suspend or cancel your OPLingo Account if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms of Service, or violated our rights or those of another party. Without limiting OPLingo's other remedies, we will suspend or terminate your OPLingo Account and refuse to provide any Services to you if: (a) you breach any terms and conditions of the Terms of Service and the other written policies and procedures posted on the Site or Application; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for OPLingo.
Once suspended or terminated, you may not continue to use the OPLingo service under a different Account or re-register under a new Account. This includes usage of any associated Payment Services. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If a User or Member engages in actions or activities which circumvent the Site or Application or otherwise reduces service fees owed OPLingo under the Terms of Service, that User or Member will be liable to OPLingo for the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of OPLingo membership. OPLingo reserves the right to terminate any User or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. When your membership is canceled, you may no longer have access to data, messages, files and other material you keep on the Site or Application.
THE SERVICES PROVIDED BY OPLingo OR ANY OF OUR LICENSORS OR TEACHERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE OR APPLICATION BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
16. Limitation of Liability
IN NO EVENT SHALL WE OR OUR LICENSORS OR TEACHERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
You agree to defend, hold harmless and indemnify OPLingo from and against any and all losses, costs, expenses, damages or other liabilities incurred by OPLingo from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against OPLingo: (a) in connection with your use of the Services including any payment obligations incurred through use of the Services; or (b) resulting from: (i) your use of the Site or Application(ii) your decision to supply credit information via the Site or Application, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site or Application; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Teacher; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations as a Teacher or to a Teacher. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
18. Accessing and Downloading the Application from iTunes
The following applies to any Application accessed through or downloaded from the Apple App Store ("App Store Sourced Application"):
- You acknowledge and agree that (i) these Terms are concluded between you and OPLingo only, and not Apple, and (ii) OPLingo, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between OPLingo and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of OPLingo.
- You and OPLingo acknowledge that, as between OPLingo and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and OPLingo acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between OPLingo and Apple, OPLingo, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- You and OPLingo acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
19. Entire Agreement
Except as they may be supplemented by additional OPLingo policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms, together with any other OPLingo policy, constitute the entire and exclusive understanding and agreement between OPLingo and you regarding the Site, Application, Services, Content, and any Teaching Services Requests made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between OPLingo and you regarding bookings or listings of Accommodations, the Site, Application, Services, and Content.
20. Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13.
You may not assign or transfer these Terms, by operation of law or otherwise, without OPLingo's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. OPLingo may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Unless you otherwise indicate in writing to Customer Service, OPLingo will communicate with you by email or by posting communications on this Site or Application. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when OPLingo sends it to the email address you have provided to OPLingo on this Site or Application, or when OPLingo posts such communication on this Site or Application. You must keep your email address updated on this Site or Application, and you must regularly check this Site or Application for postings. If you fail to respond to an email message from OPLingo regarding violation, dispute or complaint within two business days, OPLingo will have the right to terminate or suspend your membership or your registration.
All notices to OPLingo intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
Language Tools, 170 S LINCOLN ST STE 100, SPOKANE, WA, 99201-4443, USA.
Such notices to OPLingo are deemed effective upon receipt.
23. Controlling Law and Jurisdiction
The Terms of Service are governed in all respects by the laws of the state of Washington without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against OPLingo must be resolved by a court located in the state of Washington, or as described in the Arbitration Option paragraph below. You hereby submit to the personal jurisdiction of the courts located within the state of Washington for the purpose of litigating all such claims or disputes.
24. Dispute Resolution
If a dispute arises between you and OPLingo, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and OPLingo agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the OPLingo Services (a "Claim") in accordance with this section entitled "Dispute Resolution." Before resorting to these alternatives, you agree to first contact us directly to seek dispute assistance by going to Contact Us.
For any claim arising between you and OPLingo (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than USD $5,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award may enter any judgment on the award in any court of competent jurisdiction.
Improperly Filed Claims
Should you file a claim contrary to this section entitled "Dispute Resolution," OPLingo will be entitled to recover attorneys' fees and costs.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (hereinafter, collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any Third Party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User's personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions, and the like relating to OPLingoor its initiatives, (hereinafter your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you.
26. Accuracy of Information
We are not responsible if information made available on the Site or Application is not accurate, complete, or current. You acknowledge that the Site and Application are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. You acknowledge further that any reliance on the Site or Application is at your own risk.
We do not warrant that any errors in the Site or Application will be corrected.
Though we try to make Site and Application available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Web site or the Services will be at all times available.
We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Site or Application.
28. Right of Refusal, Limitation, Discontinuation and Termination
We reserve the right to refuse to provide access to the Site or Application for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a OPLingo Account for any reason whatsoever.
The failure of OPLingo to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of OPLingo. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
30. Contacting Customer Service
If you wish to report a violation of Site, Application or Service Policies, have any questions or need assistance, please contact OPLingo Customer Service as follows:
Online Support:Contact Us