Terms of Use

This agreement is entered into by and between Lingo Chill (hereafter "Licensor"), and You (hereafter "Licensee").

Licensee's use of Licensor's Internet site (the "Site") or any of the material or service offerings or other services offered on the Site including any off-line or third-party components, data, lists, reports, dashboards, templates, or services (collectively, the "Services") is subject to these Terms of Use (this "Agreement").

If Licensee does not agree to this Agreement, Licensee agrees not to use or access the Services or the Site. Licensee's registration for, or use of, the Site or the Services shall be deemed to be Licensee's acceptance of this Agreement.

The Services are built using YouTube API Services and let Licensee watch videos hosted on YouTube. Licensee therefore also agrees to be bound by the YouTube Terms of Service; see section 13 below.

Licensor may modify this Agreement at any time without notice to Licensee by posting a revised Agreement on the Site. Licensee's continued use of the Site constitutes Licensee's binding acceptance of this Agreement, including any modifications that Licensor makes. Licensee is responsible for regularly reviewing this Agreement.

1. Service Communications

1.1 Licensee understands and agrees that the Services may include communications such as service announcements and administrative messages from Licensor. Licensee will not be able to opt-out of receiving these service announcements and administrative messages while using the Site and Services until Licensee sends Licensor a specific written notice requesting the termination of Licensee's subscription and that Licensee's details be eliminated from the Site and any mailing list.

2. License Grant; Licensee's Content

2.1 Licensor hereby grants Licensee a non-exclusive, non-transferable right to use the Site and Services for the term for which Licensee has paid the applicable subscription fees ("License Term"), solely for Licensee's own personal use. Licensee may create one account through which Licensee can utilize the Site and Services. Licensee may not share Licensee's account or account information with any other individual. Use of an account by more than one individual is strictly prohibited.

2.2 The Site includes a combination of content that Licensor creates, that Licensor's partners create and that Licensor's users create. Licensee may use the content on the Site only for Licensee's personal use in connection with the Services and/or Licensee's licensed use of Licensor's products. Except for the foregoing, Licensee may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part.

2.3 Licensee warrants that Licensee owns or has sufficient legal right to the intellectual property rights in any content posted or uploaded to the Site by Licensee ("Licensee's Content") and that Licensee's Content does not violate applicable law or the rights of any third party. Licensee hereby grants Licensor, Licensor's affiliates, and Licensor's partners a lifetime, worldwide, irrevocable, royalty-free, nonexclusive, sublicensable right to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, and publish Licensee's Content for the purposes of displaying it on the Site, processing it in connection with providing the Services, distributing it, and storing or hosting it.

2.4 Licensee may be exposed to content that Licensee finds offensive, indecent, or objectionable or that is inaccurate, and Licensee bears all risks associated with using that content. Licensor has the right, but not the obligation, to remove any content that may, in Licensor's sole discretion, violate this Agreement or that is otherwise objectionable.

2.5 Licensor shall be entitled to adjust the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Services and technical advances.

3. Purpose of Site / Linking

3.1 The Site is for general informational purposes only. Before you act on information you've found on our website, you should independently confirm any facts that are important to your decision. Licensor is not responsible for, and cannot guarantee the performance of, any products or services provided by any advertisers or others to whose sites we link. A link to another website does not constitute an endorsement of that site by Licensor or its licensors. We welcome links to the homepage of our website so long as the link does not state or imply any affiliation, connection, sponsorship, or approval of your site by Licensor. We do not permit framing or inline linking to our website or any portion of it.

4. Technical Support

4.1 Licensor will provide email contact information to Licensee for the purpose of providing technical support. Licensor does not guarantee any level of technical support for technical issues not within the direct control of Licensor. Licensor does not guarantee that the Site or Services will be available at any time.

5. Intellectual Property Rights

5.1 Licensor and/or its licensors own all rights, title, and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content (excluding Licensee's Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee relating to the Site or the Services. In addition, all content published on the Site, including reports, presentations, written content, graphics, images, marks, logos, sound or video clips, and animation, are protected by Licensor's copyrights or trademarks or those of Licensor's partners or users.

6. Fees and Payment

6.1 Licensee shall choose a subscription level and term as offered by Licensor on the Site's Subscription and Pricing page and shall pay such fees as specified and chosen. Receipt of payment in full per the plan chosen shall be a condition precedent to Licensor providing access to the Site and Services. Licensee shall be given access to only the specific portions of the Site and Services and for the chosen term relating to the respective level of services chosen.

6.2 Licensor will charge the subscription fees directly to the credit card or PayPal account Licensee provides after every billing cycle (unless Licensee cancels the subscription). Licensee may cancel recurring subscriptions anytime; when canceled, Licensee will still be able to access the Site and Services until the account expires. It is Licensee's sole responsibility to completely and fully cancel this payment cycle. Upon the date of expiration, all subscriptions will renew automatically for the identical term chosen by Licensee.

6.3 If the Licensee requests a refund for recurring subscriptions, Licensee should first cancel any recurring billing cycle and then notify Licensor within the first 30 days of the subscription. Licensor reserves the right to refuse refunds if the Licensee fails to cancel the billing cycle before the first 60 days and/or fails to submit a refund request within the first 60 days.

6.4 Licensee may be able to order certain other products or services through the Site. All products and services, their contents, availability, and pricing are subject to change at any time with or without notice.

7. Termination

7.1 Licensor may immediately terminate or suspend Licensee's use of the Services, or terminate Licensee's account and this Agreement, if Licensee (i) fails to pay any applicable fees when due, or (ii) breaches or otherwise fails to comply with this Agreement.

7.2 Upon termination by Licensor as a result of Licensee's breach, negligence, or default, Licensor will have no obligation to refund to Licensee any fees paid. The provisions of this section will not apply to those situations defined by law.

8. Licensee's Conduct on the Site and other Restrictions

8.1 If Licensor requests registration information, Licensee will provide true, accurate, current, and complete information and will promptly update it. If Licensor issues Licensee a password, Licensee may not reveal it to anyone else or use anyone else's password. Licensee is responsible for maintaining the confidentiality of Licensee's account and password, and agrees to immediately notify Licensor of any unauthorized use.

8.2 Licensee will be responsible for all activity occurring under Licensee's account and will comply with all applicable local, state, and foreign laws, treaties, and regulations in connection with Licensee's use of the Services.

8.3 The technology and software underlying the Site and Services are the property of Licensor and/or its affiliates, suppliers, and partners. Licensee agrees not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software. Without limiting the foregoing, Licensee agrees not to use the Site to defame or harass others, transmit unlawful or infringing content, transmit viruses or harmful files, advertise without consent, transmit spam or chain letters, falsify attributions, restrict others' use of the Site, interfere with the Site's operation, probe or test its vulnerability, impersonate any person or entity, impose an unreasonable load on the infrastructure, or engage in any illegal activities.

8.4 If Licensee chooses a username or avatar that, in Licensor's sole discretion, is obscene, indecent, or abusive, Licensor reserves the right, without prior notice, to change Licensee's username or avatar, delete Licensee's posts, deny Licensee access, or any combination of these options.

8.5 Unauthorized access to the Site is a breach of this Agreement and a violation of the law. Licensee agrees not to access the Site by any means other than through the interface provided by Licensor, and not to use any automated means to access, monitor, or copy any part of the Site without Licensor's prior written approval.

9. Indemnification

9.1 Licensee will defend Licensor from any third-party claim, and will pay all damages finally awarded against Licensor in such claim or amounts agreed to in settlement, arising out of Licensee's use of the Site; any use of Licensee's accounts or passwords by any person, whether or not authorized; the content, quality, or performance of content that Licensee submits to the Site; or Licensee's violation of this Agreement.

10. Warranty; Disclaimers

10.1 The Site and the Services, its software, content and other materials, are provided on an "as is, as available" basis. Licensor and its affiliates, suppliers and partners make no warranty, representation, guaranty or condition of any kind, whether express, implied, statutory or otherwise, including, without limitation, warranties of title or noninfringement, or implied warranties of merchantability or fitness for a particular purpose, with respect to the Site or any of the content, services, products, software or other materials available through the Site.

11. Limitation of Liability

11.1 To the maximum extent permitted by applicable law, neither Licensor nor its affiliates, suppliers or partners will be liable for any indirect, incidental, special, exemplary, punitive or consequential damages in connection with or arising out of the Services or the Site, even if advised of the possibility of such damages, including damages for loss of profits, goodwill, use, or loss of data or other intangible losses.

11.2 To the maximum extent permitted by applicable law, Licensor and its affiliates, suppliers and partners will not be liable for any damages that exceed the total amounts paid by Licensee to Licensor for the Services.

11.3 Some states/jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for incidental or consequential damages, so the above limitations may not apply to Licensee. In such jurisdictions, liability will be limited to the greatest extent permitted by law.

12. Arbitration

12.1 Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration, except that Licensor may bring an action in a court of competent jurisdiction with respect to any dispute affecting Licensor's intellectual property rights. Either party may seek any interim or preliminary equitable relief from a court of competent jurisdiction necessary to protect its rights or property, pending the completion of arbitration.

13. YouTube

13.1 The Services let Licensee find and watch videos hosted on YouTube, and are built using YouTube API Services. By using the Services, Licensee agrees to be bound by the YouTube Terms of Service, which apply to Licensee's use of that content in addition to this Agreement. Google's handling of data collected through YouTube API Services is described in the Google Privacy Policy.

13.2 All videos are played through YouTube's embedded player. Licensor does not host, download, copy, redistribute or sell any video, and grants Licensee no rights in any video. Rights in each video remain with the channel that published it and with YouTube.

13.3 Licensee shall not use the Services to download, record, capture or otherwise obtain a copy of any video, audio or subtitle track, nor to circumvent, disable, obscure, cover or interfere with the YouTube player or any advertising, measurement or other feature of it.

13.4 Licensee's subscription pays for Lingo Chill's own learning features, and for the removal of Lingo Chill's own advertising and usage limits. It does not purchase, unlock or grant access to any YouTube content, all of which is available to Licensee free of charge on YouTube.

13.5 Licensor is not affiliated with, endorsed by or sponsored by YouTube, Google LLC, or the owner of any channel or video reachable through the Services. Licensor does not control that content and is not responsible for it.

14. Miscellaneous

14.1 The Site features trademarks, service marks, and logos that are the property of Licensor and/or its affiliates, suppliers, partners, and licensors, as well as those of other third parties. All are the property of their respective owners, and Licensee agrees not to use them in any manner without the prior written permission of the applicable owner.

14.2 Licensor's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement may not be assigned by Licensee without the prior written approval of Licensor.

14.3 This Agreement, including any applicable attachments and all incorporated terms, constitutes the entire agreement between Licensee and Licensor and governs Licensee's use of the Site and Services, superseding any prior agreements.

14.4 If any part of this Agreement is determined to be invalid or unenforceable, that provision will be construed as nearly as possible to reflect the original intentions of the parties, and all other terms will remain in full force and effect.