This Agreement (the “Agreement” or “Terms of Service”) is between you and Nulu, Inc. (d/b/a Nulu Languages) (“we”, “us”, “our”, or “Nulu”), a Delaware corporation, with its principal place of business at 101 W Broadway Ste. 200, San Diego, CA, 92101. By accessing and using the Site, you hereby agree to the following Terms of Service.
1. EXPLANATION AND CHARGING POLICY
We offer streaming of audio, video, interactive language learning content and discussion forum (the “Content”) to customers who access the Site. You may only access Content on the Site by establishing an account (“Account”) with us and obtaining a user ID and password. To establish an Account, you must provide us with personal information. We may charge for subscriptions for access to our Content at rates that may vary based on the length of the subscription term as indicated on the Site.
2. USE OF PASSWORDS
As part of our registration process, you will select a password. You are solely responsible for maintaining the confidentiality of any password you use to access the Site and agree that we will have no obligation with regard to your password. Only you may use your password. You may not disclose your password to anyone else. You agree not to assign, transfer or sublicense your rights as a user to the Site. You agree that you will be solely responsible for any unauthorized use of your Account.
3. GRANT OF LICENSE
We grant you a non-exclusive, non-transferable, limited right to access and to use the Site and the materials provided hereon. You will not copy, reproduce, distribute or use the Content in any other manner. You may not copy, reproduce, use or distribute Content in any way not specifically permitted under this Agreement. In no event may you sell, lease, transfer, modify, distribute or publicly perform the Content in any manner, and you shall not exploit it commercially. We reserve all rights not specifically granted to you in this Agreement.
4. ACCESS AND USE CHARGES
You are not authorized to use the Content unless you have established an Account and have agreed to these Terms of Service. We, upon notice to you, may from time to time change the price of the Content. We will give you notice of price changes by posting the changed prices on the Site. You agree that we may charge your credit card for any subscription that you purchase from us, as well as for any applicable sales taxes. You must notify us of any change in your credit card information furnished to us. You agree to reimburse us for any costs of collection, including reasonable attorneys’ fees if we are unable to charge the credit card you have on file with us. You agree to provide us with accurate, complete and up-to-date information as requested (“Registration Data”) including your legal name, address, telephone number(s), and payment data (e.g., credit card number and expiration date), as applicable. Failure to comply with this provision (including, without limitation, falsification of any Registration Data) may, at our option, result in immediate suspension or termination of your right to use the Site without refund of any sums you may have paid. You may correct or update your Registration Data by going to our registration update page. You agree to notify us promptly in the event of any known or suspected unauthorized use of your Account or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information.
5. ELECTRONIC CONTRACT
You agree that any submissions you make to use the Site constitute your intent and agreement to be bound by this Agreement and, if applicable, to pay for such purchases. We may provide you with any information we are required to give you by e-mail at the e-mail address you provided to us. Within forty-five (45) days after your e-mailed request to us, we will send you a hard copy of any information that we are required to provide you. You may terminate the electronic agreement by sending us an e-mail to that effect.
6. COPYRIGHT AND TRADEMARKS
All materials on the Site, including without limitation, text, software, photos, videos, graphics, audio, images, logos, the Content, databases, e-mails, and posted comments and reviews (collectively, the “Copyright Material”) are owned or controlled by us and/or our licensors, who retain all right, title, and interest in and to the Content. The Site and the Copyright Material are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws. You agree not to use any trademarks, service marks, names, logos, or other identifiers of Nulu, Inc. (d/b/a Nulu Languages) or its directors, officers, employees, licensors, independent contractors, providers and affiliates (collectively, “Affiliates”) without our prior written permission or the permission of the relevant Affiliate. You may not use, modify, copy, reproduce, republish, upload, post, transmit, decompile, reverse engineer, disassemble, distribute or otherwise exploit any of the Copyright Material, in whole or in part, without our express written permission or, in the case of content licensed by us from third parties, the entity that is credited as the copyright holder of such licensed content. Except as set forth above, nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Copyright Material without our prior written permission. Any and all rights not expressly granted herein are reserved by us. The Site and the information contained and referenced herein are for informational purposes only. Request for permission to reproduce any information contained on the Site should be addressed to us at the address listed on our “Contact Us” web page. In addition, you may not use our trademarks: Nulu and other related marks used on the Site are trademarks of Nulu, Inc. (a) in, as, or as part of, your own trademarks or those of any third parties; (b) to identify products or services that are not those of ours; (c) in a manner likely to cause confusion; or (d) in a manner that implies inaccurately that Nulu, Inc., (d/b/a Nulu Languages) sponsors or endorses or is otherwise connected with your own activities, products and services or those of third parties.
7. “OPT-OUT” FOR SPECIAL NOTICE
We may periodically make special offers or communications. If you do not wish to receive such communications, you can “opt out” by clicking “Remove Me” in your next e-mail communication.
8. LIMITED USE
The Site is to be used by you for your personal use only. Commercial uses of this Site are strictly prohibited unless prior written consent from us has been granted. You agree that you will not through any means interfere or attempt to interfere with the proper functioning of the Site. You agree that you will not use any robot, spider, other automatic device or manual process to monitor or copy the Site or any contents or information contained therein, unless you obtain prior express written consent from us. You agree that you will not directly or indirectly export, re-export, or knowingly permit the export or re-export, of the Site or any Content to any country or otherwise use the Site or any Content in violation of any applicable export or other laws and regulations of the U.S. or any other country. You agree not to use the Site or the Content to: (i) restrict or inhibit others from using and enjoying the Site; (ii) gain unauthorized access to other accounts on the Site, or other computer systems or networks; (iii) store, collect or disclose any information except as strictly necessary to use the Site; (iv) impersonate or otherwise misrepresent any person or entity, or make false or misleading indications of origin or fact; (v) frame or utilize framing techniques to enclose www.nulu.com or any portion thereof; (vi) collect account information for the benefit of yourself or another party; and (vii) use any meta tags or any other “hidden text” utilizing our name or the trademarks or to otherwise use the trademarks. You agree not to use the Site or the Content to transmit or upload: (i) unauthorized advertising, promotional materials, junk mail, "spam," chain letters or any other form of unauthorized solicitation; (iii) any material that violates or infringes the rights of third parties; (iv) any virus, worms, time bombs or any programs or component designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; and (v) any material that is unlawful, threatening, abusive, harmful, harassing, defamatory, tortious, hateful, racially, ethnically or otherwise objectionable, obscene, sexually explicit or indecent. Without limiting the foregoing, you agree to comply with all applicable laws, rules and regulations that apply to your use of the Site. You, and not Nulu, shall be responsible for ensuring that your use of the Site and Content does not constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, regulation or ordinance, including, but not limited to, U.S. law regarding the transmission of technical data. You agree to obey the requirements, procedures and policies of computer systems connected to the Site.
9. INFORMATION PROVIDED
YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE SITE IS AT YOUR SOLE RISK. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE, OR TO DENY ACCESS TO THE SITE TO ANYONE AT ANY TIME. We and any other providers of products or services on the Site are not responsible for communication malfunctions, failures, or difficulties, or lost, stolen, or misdirected, transmissions, messages or entries, or the security of any such communications. Further, we and any other providers of products or services related to this Site are not responsible for incorrect or inaccurate entry information, whether caused by you or by any of the equipment or programming associated with the Site, or by any technical or human error that may occur in the processing of any information related to the Site.
10. LINKS TO OTHER WEB SITES
The Site and our emails may contain links and pointers to other sites on the Internet that may be maintained by third parties. We provide such links solely as a convenience to you and for informational purposes only. We have not reviewed all of the information on these other websites. Such links do not constitute an endorsement, support or approval by us of any third-party site or any materials contained therein (“Third Party Content”). We do not control, and are not responsible for, the availability, accuracy, or currency of such third-party sites or any information, content, products or services accessible from such third-party sites. We are not responsible for updating or reviewing the Third Party Content. You use the Third Party Content at your own risk. Other websites may include links to the Site. The inclusion of such links does not indicate the other website's endorsement, support or approval of the content, advertising, products, services, policies or other materials on or available from the Site.
11. AGE RESTRICTIONS
In consideration of your use of the Site, you represent that you are at least 18 years of age, or the age of majority in your jurisdiction, and you agree to provide accurate and complete Registration Data. If we suspect that your Registration Data is inaccurate or incomplete, we may suspend or terminate your account. The Site may only be used by individuals who can form legally binding contracts under applicable law. If you are a under the age of 18 (or the age of majority in your jurisdiction), you can use the Site only in conjunction with, and under the supervision of, your parent or legal guardian who has agreed to the Terms and Conditions. If you and, in the case of minors, your parent or legal guardian, do not agree to be bound by the Terms and Conditions, you are not permitted to use or access this Site.
You hereby agree to indemnify, defend and hold harmless Nulu, its officers, directors, shareholders, employees, agents and representatives from and against any and all liability, demands, claims, costs, losses, damages, recoveries, settlements and expenses including without limitation interest, penalties, attorneys’ fees, accounting fees and expert witness fees arising out of or related to (1) your use of the Site or the Content or (2) any breach or non-compliance or any alleged breach or non-compliance of any of your obligations set forth herein. You shall cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, but not the obligation, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
13. WARRANTY AND DISCLAIMERS
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, SERVICES, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF) ARE PROVIDED “AS IS” AND “WHEN AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE (A) MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND (i) REGARDING THE SITE, THE CONTENT, OR ANY OTHER MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY OR ACCESSED THROUGH THIS SITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ASSOCIATED MATERIALS OR ANY LINKED WEBSITE; OR (ii) THAT THE MATERIALS ON THIS SITE CONFORM TO YOUR LOCAL LAWS (IF YOU ARE ACCESSING THIS SITE FROM A LOCATION OUTSIDE CALIFORNIA, YOU ACKNOWLEDGE THAT YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS); (B) HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING ANY OF THE FOREGOING, WE MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THIS SITE, THE CONTENT, OR ANY OTHER MATERIALS, INFORMATION OR FUNCTIONS MADE ACCESSIBLE BY OR ACCESSED THROUGH THIS SITE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. WE may change the site at any time, including WITHOUT LIMITATION to the products and prices describeD in the site, but do not assume any responsibility to update it.
WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT THE SITE OR THE SERVER(S) ON WHICH THE SITE IS OPERATED, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHERMORE, THE WARRANTY DOES NOT APPLY TO YOUR INABILITY TO ACCESS THE CONTENT BECAUSE OF YOUR LACK OF NECESSARY HARDWARE, SOFTWARE OR BOTH.
USE OF THE SITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, COMMUNICATIONS, CONTENT, OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE SITE. UNDER NO CIRCUMSTANCES SHALL WE, OR ANY PROVIDER OF TELECOMMUNICATIONS OR NETWORK SERVICES FOR US, BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, RECORDS OR DATA, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE, SERVICES, INCLUDING WITHOUT LIMITATION, DAMAGES THAT MAY HAVE BEEN CAUSED BY A VIRUS OR OTHER DATA CORRUPTION PROBLEM RESULTING FROM ACCESS TO, DOWNLOADING FROM OR USE OF THE SITE, THE CONTENT OR THE CONTENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF ANY MISUSE OF PASSWORDS OR ACCOUNTS. OUR TOTAL AGGREGATE LIABILITY TO YOU IS LIMITED TO THE GREATER OF, IF ANY, THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS AND USE OF THE SITE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE FIRST SUCH LIABILITY ARISES OR TWO HUNDRED DOLLARS ($200). NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDIES PROVIDED HEREIN, YOU HEREBY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.
IF YOU ARE DISSATISFIED WITH THE SITE, DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US RELATED TO THE SITE OR ANY CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE EXTENT APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT IN THE ABSENCE OF THIS LIMITATION OF LIABILITY THESE TERMS AND CONDITIONS WOULD BE MATERIALLY DIFFERENT OR YOU WOULD NOT BE GRANTED ACCESS TO THE SITE.
In addition to any other rights of the parties set forth herein, either you or we may cancel or terminate your access to the Site. We also reserve the right to restrict, suspend or terminate your access to the Site in whole or in part, without notice, with respect to any breach or threatened breach of any portion of these Terms of Service. If we terminate these Terms of Service, we reserve the right to refuse to provide use and/or access to any Content to you in the future. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Site. You acknowledge that we shall not be liable to you or any third party for any termination of your access to this Site.
We have the right to modify these Terms of Service and any policies affecting the Site at any time. Any modification is effective immediately following the posting to the Site or distribution via electronic mail or conventional mail. Your continued use of the Site following any modification to these Terms of Service shall be conclusively deemed an acceptance of all such modification(s).
These Terms of Service constitute the entire agreement between you and us with respect to the subject matter hereof and supersede all prior agreements between you and us with respect to the same. Failure by us to enforce any provision of these Terms of Service shall not be construed as a waiver of any provision or right. Interpretation and enforcement of these Terms of Service shall be governed by the laws of the state of California (excluding its choice of law rules). You consent irrevocably to personal jurisdiction in the federal court in San Diego, California and/or the state courts located in San Diego County, California, for any action arising out of or relating to your use of the Site, the Content, or any products or services provided through the Site. The federal and state courts of California located in San Diego, California, shall have exclusive jurisdiction over all such actions. In any such action, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees. In the event that any portion of these Terms of Service is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.
You agree that all ideas, comments, suggestions or other information that you provide to us regarding the Site or products provided on the Site (the "Feedback") shall be our property, and may be used by us on a non-confidential and unrestricted basis, without compensation to you. If you transmit any ideas, information, concepts, know-how or techniques or materials to us through the Site, you hereby grant us an unrestricted, royalty-free, irrevocable license to use, reproduce, display, perform, modify, publish, sell, assign, transmit and distribute them in any form, media, or technology, and agree that we are free to use them for any purpose.
You agree that we have no obligation to, but may monitor and review information you transmit over the Site. You agree that we may censor, edit, remove or prohibit the transmission or receipt of any information that we deem inappropriate or in violation of these Terms and Conditions, and use any such information as necessary to provide the Site and to protect our rights. You agree that we may also monitor and review stored information without restriction. You hereby acknowledge and consent to such monitoring and reviewing.