Terms of Service
Last Updated: 4/5/2019
Welcome to SpanishDict, a site operated by Curiosity Media, Inc. (“SpanishDict,” “us,” “we” and “our”). SpanishDict provides high quality reference and education products to Spanish-English learners across the world.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT SPANISHDICT’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL OR DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 9.4 BELOW.
PLEASE BE AWARE THAT SECTION 17 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. All Supplemental Terms are hereby incorporated into this Agreement by reference. This Agreement and any applicable Supplemental Terms are referred to herein as the “Terms.”
PLEASE NOTE THAT The Terms are subject to change by SPANISHDICT in its sole discretion at any time. When changes are made, SpanishDict will make a new copy of the Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Agreement. If we make material changes to the Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 2.1) or another manner through the Services (which may include posting an announcement on our Website). SpanishDict may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, the Application and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you agree to stop using the Website and the Services. Otherwise, your continued use of the Website, Application or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. Use of the Services and SpanishDict Properties.
The Website, the Application, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (collectively, the “SpanishDict Properties”) are protected by copyright laws throughout the world. Subject to the Terms, SpanishDict grants you a limited license to use the SpanishDict Properties solely for your personal or internal business purposes. Unless otherwise specified by SpanishDict in a separate license, your right to use any SpanishDict Properties is subject to the Terms.
- Application License. Subject to your compliance with the Agreement, SpanishDict grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
- Updates. SpanishDict may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services (“Updates”). These Updates may be automatically installed without providing any additional notice or receiving any additional consent. Under this Agreement, you consent to these automatic updates. If you do not wish to use such Updates, your sole remedy is to terminate your Account. If you do not terminate your Account, you will receive Updates automatically. Your continued use of the SpanishDict Properties is your agreement to this Agreement with respect to the SpanishDict Properties.
- Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any SpanishDict Properties or any portion of SpanishDict Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other SpanishDict Properties (including images, text, page layout or form) of SpanishDict; (c) you shall not use any metatags or other “hidden text” using SpanishDict’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of SpanishDict Properties; (e) you shall not use any manual or automated software, devices or other processes (including, but not limited to, spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you will not access any SpanishDict Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of any SpanishDict Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in SpanishDict Properties. Any future release, update or other addition to SpanishDict Properties shall be subject to the Terms. SpanishDict, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of SpanishDict Properties terminates the licenses granted by SpanishDict pursuant to the Terms.
2.1 Registering Your Account. In order to access certain features of SpanishDict Properties, you must become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account through the Website or Services (“Account”), has a valid account on the social networking service (“SNS”) through which the User has connected to the Website (each such account, a “Third-Party Account”), or has an account with the provider of the Application for the User’s mobile device.
2.2 Access Through a SNS. If you access the SpanishDict Properties through a SNS as part of the functionality of the Website, the Application and/or the Services, you may link your Account with Third-Party Accounts, by allowing SpanishDict to access your Third-Party Account, as is 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 SpanishDict and/or grant SpanishDict 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 SpanishDict to pay any fees or making SpanishDict subject to any usage limitations imposed by such third-party service providers. By granting SpanishDict access to any Third-Party Accounts, you understand that SpanishDict may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through SpanishDict Properties (collectively, “Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through SpanishDict Properties via your Account. Unless otherwise specified in the Agreement, all SNS Content shall be considered to be Your Content (as defined in Section 4.1) for all purposes of the Agreement.
2.3 Registration Data. In registering an Account through the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using SpanishDict Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current or incomplete, or SpanishDict has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SpanishDict has the right to suspend or terminate your Account and refuse any and all current or future use of SpanishDict Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.
2.4 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of SpanishDict.
4. Responsibility for Content
4.1 Types of Content. You acknowledge that all Content, including SpanishDict Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not SpanishDict, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through SpanishDict Properties (“Your Content”), and that you and other Users of SpanishDict Properties, and not SpanishDict, are similarly responsible for all Content that you and they Make Available through SpanishDict Properties (“User Content”).
- 1. Storage. Unless expressly agreed to by SpanishDict in writing elsewhere, SpanishDict has no obligation to store any of Your Content that you Make Available on SpanishDict Properties. SpanishDict has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of SpanishDict Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that SpanishDict retains the right to create reasonable limits on SpanishDict’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by SpanishDict in its sole discretion.
4.2 SpanishDict Properties. You acknowledge that SpanishDict owns all right, title and interest in and to the Service, including all intellectual property rights (the “SpanishDict IP Rights”). SpanishDict IP Rights are protected both by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. As described immediately below, SpanishDict IP Rights do not include third-party content used as part of the Service, including the content of communications appearing on the Service.
4.3 Trademarks. SpanishDict and all related graphics, logos, service marks and trade names used on or in connection with any SpanishDict Properties or in connection with the Services are the trademarks of SpanishDict and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in SpanishDict Properties are the property of their respective owners.
4.4 Other Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in SpanishDict Properties.
4.5 Your Content. SpanishDict claims no ownership or control over any Content submitted, posted or displayed by you on or through SpanishDict services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through SpanishDict services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through SpanishDict services which are intended to be available to the members of the public, you grant SpanishDict a worldwide, non-exclusive, royalty-free license to reproduce, publish and distribute such Content on SpanishDict services for the purpose of displaying and distributing SpanishDict services.
4.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to SpanishDict through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that SpanishDict has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SpanishDict a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of SpanishDict Properties and/or SpanishDict’s business.
5. User Conduct
As a condition of your use of the SpanishDict Properties, you agree not to use SpanishDict Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through SpanishDict Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without SpanishDict’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of SpanishDict; (vi) interferes with or attempt to interfere with the proper functioning of SpanishDict Properties or uses SpanishDict Properties in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against SpanishDict Properties, including but not limited to violating or attempting to violate any security features of SpanishDict Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in SpanishDict Properties, introducing viruses, worms, or similar harmful code into SpanishDict Properties, or interfering or attempting to interfere with use of SpanishDict Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” SpanishDict Properties.
6. Interactions with Other Users
6.1 User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that SpanishDict reserves the right, but has no obligation, to intercede in such disputes. You agree that SpanishDict will not be responsible for any liability incurred as the result of such interactions.
6.2 Content Provided by Other Users. SpanishDict Properties may contain User Content provided by other Users. SpanishDict is not responsible for and does not control User Content. SpanishDict has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
7. Third-Party Services
7.1 Third-Party Websites, Applications and Ads. SpanishDict Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left SpanishDict Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of SpanishDict. SpanishDict is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. SpanishDict provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7.2 App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and SpanishDict and not with the App Store. SpanishDict, not the App Store, is solely responsible for SpanishDict Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with SpanishDict Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any SpanishDict Property, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
8. Fees and Purchase Terms
8.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide SpanishDict with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing SpanishDict with your credit card number or PayPal account and associated payment information, you agree that SpanishDict is authorized to immediately invoice your Account for all fees and charges due and payable to SpanishDict hereunder and that no additional notice or consent is required. You agree to immediately notify SpanishDict of any change in your billing address or the credit card or PayPal account used for payment hereunder. SpanishDict reserves the right at any time to change its prices and billing methods, either immediately upon posting on SpanishDict Properties or by e-mail delivery to you.
8.2 Service Subscription Fees. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select an annual subscription (each, a “Service Commencement Date”). Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and SpanishDict for the Services until SpanishDict accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
8.3 Taxes. The payments required under Section 9.2 of this Agreement do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If SpanishDict determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, SpanishDict shall collect such Sales Tax in addition to the payments required under Section 9.2 of this Agreement. If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to SpanishDict, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify SpanishDict for any liability or expense SpanishDict may incur in connection with such Sales Taxes. Upon SpanishDict’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
8.4 Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each, a “Renewal Commencement Date”) and continue for an additional equivalent period, at SpanishDict’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from SpanishDict that your subscription will be automatically renewed, you will have thirty days from the date of the SpanishDict notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact SpanishDict here or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize SpanishDict to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if SpanishDict does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that SpanishDict may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
8.5 Free Trials and Other Promotions. Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact SpanishDict to have the charges reversed.
You agree to indemnify and hold SpanishDict, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “SpanishDict Party” and collectively, the “SpanishDict Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any SpanishDict Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. SpanishDict reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SpanishDict in asserting any available defenses. This provision does not require you to indemnify any of the SpanishDict Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to SpanishDict Properties.
10. Disclaimer of Warranties and Conditions
10.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SPANISHDICT PROPERTIES IS AT YOUR SOLE RISK, AND SPANISHDICT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SPANISHDICT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
(a) SPANISHDICT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SPANISHDICT PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SPANISHDICT PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SPANISHDICT PROPERTIES WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH SPANISHDICT PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS SPANISHDICT PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SPANISHDICT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPANISHDICT OR THROUGH SPANISHDICT PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) FROM TIME TO TIME, SPANISHDICT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SPANISHDICT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
10.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SPANISHDICT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SPANISHDICT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
11. Limitation of Liability
11.1 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE SPANISHDICT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SPANISHDICT PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT SPANISHDICT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SPANISHDICT PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE SPANISHDICT PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SPANISHDICT PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SPANISHDICT PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO SPANISHDICT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SPANISHDICT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SPANISHDICT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SPANISHDICT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL SPANISHDICT PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SPANISHDICT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SPANISHDICT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SPANISHDICT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPANISHDICT AND YOU.
12. Procedure for Making Claims of Copyright Infringement
It is SpanishDict’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to SpanishDict by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on SpanishDict Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on SpanishDict Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for SpanishDict’s Copyright Agent for notice of claims of copyright infringement is as follows: Curiosity Media, Attn: Daniela Paz Florez, 1400 Key Blvd., Suite 1200, Arlington, VA 22209.
13.1 Violations. If SpanishDict becomes aware of any possible violations by you of the Agreement, SpanishDict reserves the right to investigate such violations. If, as a result of the investigation, SpanishDict believes that criminal activity has occurred, SpanishDict reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. SpanishDict is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in SpanishDict Properties, including Your Data, in SpanishDict’s possession in connection with your use of SpanishDict Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Agreement, (3) respond to any claims that Your Data violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of SpanishDict, its Users or the public, and all enforcement or other government officials, as SpanishDict in its sole discretion believes to be necessary or appropriate.
13.2 Breach. In the event that SpanishDict determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for SpanishDict Properties, SpanishDict reserves the right to:
- (a) Warn you via e-mail (to any e-mail address you have provided to SpanishDict) that you have violated the Terms;
- (b) Terminate your pending loan application(s);
- (c) Discontinue your access to any Services;
- (d) Notify and/or send Your Data to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
- (e) File a report with any and all appropriate Credit Check Agencies.
- (f) Pursue any other action which SpanishDict deems to be appropriate.
14. Term and Termination
14.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use SpanishDict Properties, unless terminated earlier in accordance with the Agreement.
14.2 Prior Use. Notwithstanding the foregoing, if you used SpanishDict Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Agreement commenced on the date you first used SpanishDict Properties (whichever is earlier) and will remain in full force and effect while you use SpanishDict Properties, unless earlier terminated in accordance with the Agreement.
14.3 Termination of Services by SpanishDict. You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder, to cancel such Service, in which case SpanishDict will refund your Service Subscription Fee, if already paid pursuant to Section 9.1 or 9.2, for the applicable Service. Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if SpanishDict is required to do so by law (e.g., where the provision of the Website, the Application, the Software or the Services is, or becomes, unlawful), SpanishDict has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in SpanishDict’s sole discretion and that SpanishDict shall not be liable to you or any third party for any termination of your Account.
14.4 Termination of Services by You. THE SERVICES WILL CONTINUE UNTIL TERMINATED BY US OR BY YOU IN ACCORDANCE WITH THIS SECTION. If you want to terminate the Services provided by SpanishDict, you may do so by closing your Account for all of the Services that you use.
14.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. SpanishDict will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. TERMINATION OF THE SERVICES BY EITHER YOU OR SPANISHDICT WILL NOT CANCEL OR REDUCE ANY CHARGES OR FEES THAT CONTINUE TO BE DUE AND PAYABLE TO SPANISHDICT.
14.6 No Subsequent Registration. If your registration(s) with or ability to access SpanishDict Properties, or any other SpanishDict community is discontinued by SpanishDict due to your violation of any portion of the Agreement, then you agree that you shall not attempt to re-register with or access SpanishDict Properties or any SpanishDict community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those SpanishDict Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, SpanishDict reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
15. International Users
SpanishDict Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that SpanishDict intends to announce such Services or Content in your country. SpanishDict Properties are controlled and offered by SpanishDict from its facilities in the United States of America. SpanishDict makes no representations that SpanishDict Properties are appropriate or available for use in other locations. Those who access or use SpanishDict Properties from other countries do so at their own volition and are responsible for compliance with local law.
16. Dispute Resolution
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with SpanishDict and limits the manner in which you can seek relief from us.
- 16.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with SpanishDict, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or SpanishDict may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
- 16.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, SpanishDict will pay them for you. In addition, SpanishDict will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- 16.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and SpanishDict. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- 16.4 Waiver of Jury Trial. YOU AND SPANISHDICT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and SpanishDict are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- 16.5 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of Virginia. All other claims shall be arbitrated.
- 16.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your SpanishDict username (if any), the email address you used to set up your SpanishDict account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- 16.7 Severability. Except as provided in subsection 17.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- 16.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with SpanishDict.
- 16.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if SpanishDict makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing SpanishDict at the following address: Curiosity Media, 1400 Key Blvd., Suite 1200, Arlington, VA 22209.
17. General Provisions
- 17.1 Electronic Communications. The communications between you and SpanishDict may take place via electronic means, whether you visit SpanishDict Properties or send SpanishDict e-mails, or whether SpanishDict posts notices on SpanishDict Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from SpanishDict in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SpanishDict provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- 17.1 Release. You hereby release SpanishDict Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of SpanishDict Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of SpanishDict Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
- 17.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without SpanishDict’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- 17.4 Force Majeure. SpanishDict shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- 17.5 Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- (a) You acknowledge and agree that (i) the Agreement is concluded between you and SpanishDict only, and not Apple, and (ii) SpanishDict, 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 Service.
- (b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- (c) 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 SpanishDict 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 SpanishDict.
- (d) You and SpanishDict acknowledge that, as between SpanishDict 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.
- (e) You and SpanishDict 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 SpanishDict and Apple, SpanishDict, 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 the Agreement.
- (f) You and SpanishDict acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- (g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
- 17.6 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- 17.7 Entire Agreement. This Agreement constitutes the entire agreement between you and SpanishDict and governs your use of the Service, superseding any prior agreements between you and SpanishDict. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other SpanishDict services, affiliate services, third-party content or third-party software.
- 17.8 Waiver and Severability of Terms. The failure of SpanishDict to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service 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 Terms of Service remain in full force and effect.
- 17.9 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of SpanishDict services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- 17.10 Governing Law; Exclusive Venue. These Terms of Service will be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Georgia and you consent to the jurisdiction of such courts.