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Terms of Agreement

Speakle Terms of Service

The following Terms of Service, which include the Privacy Policy, IP Policy, and any guideline, policy or content displayed on the Website, are a legally binding contractual agreement between you ("User, "you,""your") and Speakle ("Speakle," "we," "us")(hereinafter collectively referred to as the "Terms of Service"). By visiting or using the services available from the domain and sub-domains of www.Speakle.com (the "Website"), you agree to be legally bound by these Terms of Service. We reserve the right to revise these Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.

1. OVERVIEW

Speakle.com is an online marketplace that enables buyers of professional services ("Students") to search for, enter into and manage transactions with providers of professional services ("Teachers") (Students and Teachers shall both be referred to hereafter as "Registered Users"). The Website contains features that enable Teachers and Students to do, among other things, the following:

  • Students: Create profiles, search for Teachers, communicate with Teachers, negotiate with Teachers, contract Teachers, and pay Teachers.>
  • Teachers: Create profiles, advertise capabilities, set prices, negotiate with Students, obtain feedback from Students, and receive payment from Students.

We also provide Registered Users with billing and payment services described in Section 5 ("Billing and Payment Services"), including payment services as described in Section 5A ("SafePay Services") and Section 5(B) ("SafePay Escrow Services"), dispute resolution services described in Section 6 ("Dispute Resolution Services"). Form 1099 filing services as described in Section 7 ("1099 Services"), as well as other services which we may offer to Registered Users from time to time which shall be subject to the terms and conditions of these Terms of Service and the Website ("Other Services") (together, with the Billing and Payment Services, the 1099 Services and the Dispute Resolution Services, referred to collectively as the "Services"). We may add, delete or modify some or all of the Services at any time at our sole discretion with reasonable notice posted in advance on the Website.

2. REGISTRATION

  • A. Eligibility. To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions in, and linked to, these Terms of Service. By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of services; and (3) perform your obligations as specified by any Course Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service. Speakle.com reserves the right, in its sole discretion, to refuse, suspend, or terminate Service to anyone.
  • B. Registration. To become a Registered User and to access Services you must register for a Speakle.com account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness.

  • C. Accounts and Profiles.
    • (1) General. Once you have registered with the Website as a Registered User, the website will create your account with Speakle.com identified by an account number (an "Account"). You may create one or more profiles under your Account, in accordance with Section 2(D) (a "Profile").
    • (2) Username and Password. During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize Speakle.com to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediatelyif you suspect any unauthorized use of the Account.
  • D. Membership. Speakle.com provides Registered Users several different membership options. The availability of these membership options is dependent upon (i) the Registered User's status as an Student or a Teacher (ii) the selections made during registration, (iii) any subsequent upgrades or downgrades of membership options after registration.
    • (1) Students. All Students have the membership benefits described on the website. Note, membership benefits may change from time to time at the sole discretion of Speakle.com and upon reasonable notice posted in advance on the Website.
    • (2) Teachers. Teacher's can choose from "Basic", "Master", and "Excelsior" membershipoptions. The differences between these options are listed on the Website. We reserve the right to change membership fees, the benefits included in the membership options or institute new fees at any time, at the sole discretion of Speakle.com and upon reasonable notice posted in advance on the Website. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.
3. RELATIONSHIPS

  • A. Student and Teacher.
    • (1) Course Agreement. The engagement, contracting and management of a course are between a Student and a Teacher. Upon acceptance of a quote, the Student agrees to purchase, and the Teacher agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between Student and Teacher including the Course Price, Course Description, and other terms and conditions as communicated between Student and Teacher on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by Speakle.com (collectively, the "Course Agreement"). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Course Agreement in conflict with these Terms of Service is void. Student is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Course Agreement in a timely manner. Teacher is responsible for the performance and quality of the services in accordance with the Course Agreement in a timely manner. Student and Teacher each covenants and agrees to act with good faith and fair dealing in performance of the Course Agreement.
    • (2) Independence. Student and Teacher each acknowledges and agree that their relationship is that of independent contractors. The Teacher shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or Student-employee relationship between Teacher and Student or between Speakle.com and any Student or Teacher.
  • B. Registered Users and Speakle.com.
    • (1) General. Speakle.com is not a party to the dealing, contracting and fulfillment of any Course between a Student and a Teacher. Speakle.com has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of course listings, the qualifications, background, or abilities of Registered Users, the ability of Teachers to perform services, the ability of Students to pay for services, or that a Student or Teacher can or will actually complete a Course. Speakle.com is not responsible for and will not control the manner in which a Teacher operates and is not involved in the hiring, firing, discipline or working conditions of the Teacher. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Student and a Teacher. Speakle.com will not provide any Teacher with any materials or tools to complete any Course. Students and Teachers must look solely to the other for enforcement and performance of all the rights and obligations arising from Course Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
    • (2) Third-Party Beneficiary of Course Agreement. Student and Teacher each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Course Agreement. Student and Teacher therefore appoint Speakle.com as a third-party beneficiary of their Course Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, Speakle.com by these Terms of Service. Students and Teachers further agree that Speakle.com has the right to take such actions with respect to the Course Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as Speakle.com in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.
    • (3) Agency. These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Speakle.com, except and solely to the extent expressly stated.
    • (4) Taxes. Registered Users are responsible for payment and reporting of any taxes. Other than in connection with 1099 Services, Speakle.com is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by Speakle.com. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event Speakle.com receives a notice of noncompliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service Levy, Speakle.com will deem such receipt a breach of this section and will suspend your Account until Speakle.com received an Internal Revenue Service Release.

4. SPEAKLE.COM FEES

  • A. Membership Fee. Teachers can choose various membership programs to subscribe to different levels of participation on the Website, as detailed on the Website.
  • B. Service Fee and Payment Processing Fee. When a Student pays a Teacher, Speakle.com deducts one or more of the following fees:
    • (1) Course Fee. Speakle.com charges all Teachers a Course Fee. The fee is based on a Teacher's profile membership type and is deducted from the total amount paid by an Student for a Course. Teacher's with a Basic membership type are charged a 10% Course Fee and Teachers with a Master or Exelsior membership type are charged a 5% Course Fee.
  • C. We reserve the right to change membership fees, service fees, processing fees or any other fee that may be charged by Speakle.com at any time, at the sole discretion of Speakle.com and upon reasonable notice posted in advance on the Website. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.

5. PAYMENT AND BILLING SERVICES

  • A. SafePay Services. Speakle.com's billing and payment service enables Teachers to issue invoices and enables Students to make payments for services ("SafePay Service").
    • (1) General. When a Teacher initiates a Course with a Student, the Teacher will complete the electronic invoice form (the "Invoice") and submit it to Speakle.com via the Speakle.com Website. A Teacher must complete and submit an Invoice to Speakle.com for each and every Course. The Teacher will provide Speakle.com with a list of items, including, but not limited to, hours worked, payment required and description of Course(s), to be included on the Invoice ("Invoice Details"). Such Invoice Details will not be final until and unless such Teacher has confirmed the accuracy of the Invoice Details or waived the right to review the Invoice Details. If a Professional waives his, her or its right to review the Invoice Details, all items in the Invoice Details will be included on the Invoice as received by Speakle.com. SPEAKLE.COM ENCOURAGES ALL TEACHERS TO REVIEW INVOICE DETAILS. Speakle.com will submit the Invoice to the Student for Review. Such Invoice Details will not be final until and unless the Student has confirmed the accuracy of the Invoice Details or waived the right to review the Invoice Details. If a Student waives his, her or its right to review the Invoice Details, all items in the Invoice Details will be included on the Invoice as received by Speakle.com. Upon completion of The Course and the Student shall submit the payment specified in the Invoice ("Payment") to Speakle.com. When a Student makes a payment through the SafePay Service, Speakle.com deducts the appropriate fees due Speakle.com as described on the Website and deposits the Payment into the Teacher's Account.
    • (2) Disputes. If a Student reasonably disputes any Invoice, the Student will pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. Any Invoice amounts reasonably disputed by a Student will not be payable to a Teacher until such dispute is resolved. Speakle.com's obligation to pay any Payment (less applicable Service Charge) is expressly conditioned upon: (a) Speakle.com's receipt of Payment from the applicable Student and (b) resolution of all outstanding disputes with respect to such Invoice and/or Payment. In addition, if a Student has submitted Payment to Speakle.com and such payment amount is then reasonably disputed by such Student before Speakle.com has disbursed the disputed amount to the Teacher, The Teacher acknowledges and agrees that Speakle.com may hold such Payment on behalf of such Student until the dispute is resolved.
  • B. Withdrawal of Funds.
    • (1) General. To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Website. Any such requests shall be subject to the conditions and restrictions contained on the Website and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if Speakle.com determines in its sole discretion that a Registered User has violated the conditions and restrictions of the Site or Terms of Service, Speakle.com has the right to refuse to process the withdrawal.
    • (2) Hold on Funds. Speakle.com will make funds deposited in your Account generally available for you to use or withdraw. Speakle.com reserves the right, at its sole discretion, to place a hold on funds for Payments to clear, or if Speakle.com suspects monies may be subject to charge back or bank reversal or if fraud is suspected. Speakle.com will release a hold as soon as is practical.
  • C. Legal Relationship.
    • (1) When you use the SafePay Services (referred to as "Payment Service") to bill for or pay service fees, Speakle.com acts as your agent based upon your direction and your requirements to perform tasks on your behalf. By initiating invoices and sending payments through the Payment Service or adding funds to your Account, you appoint Speakle.com as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of these Terms of Service. Each Teacher must properly discharge and credit Students for all payments that Speakle.com receives through the Payment Services from such Students.
    • (2) Speakle.com acts as a payment provider by creating, hosting, maintaining, and providing the SafePay Services to you via the Internet. Speakle.com does not have any control over the services invoiced or paid for with the Payment Services. Additionally, Speakle.com does not control whether a Student or Teacher will actually complete the underlying transaction. Speakle.com is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a Teacher as a result of an awarded Course. Nothing in these Terms of Service will be deemed to constitute Speakle.com as your agent with respect to any service purchased and sold by Registered Users through the Website, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.
    • (3) By using the Payment Services, you expressly acknowledge that (a) Speakle.com is not acting as a trustee or a fiduciary of Students or Teachers and that the Payment Services, including SafePay Services, are provided to Registered Users administratively; (b) Speakle.com is not a "financial institution" as defined under the Bank Secrecy Act (BSA) and SafePay Services are payment services rather than a banking services; (c) SPEAKLE.COM IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH OR HELD BY SPEAKLE.COM ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT.
  • D. Miscellaneous Payment Terms.
    • (1) Authorized Payments are Final. Your use of the Payment Service constitutes your agreement to pay for any amounts which you authorize us to charge against your Account and, as appropriate, your credit card, bank Account, or PayPal. Such payments, once authorized, are final.
    • (2) Fraudulent Transactions; Erroneous or Duplicate Transactions; Charge Backs. Speakle.com reserves the right to seek reimbursement from you, and you will reimburse Speakle.com, if Speakle.com discovers a fraudulent transaction, erroneous or duplicate transaction, or if Speakle.com receives a charge back or reversal from any Student's credit card company, bank, or PayPal for any reason. You agree to and acknowledge Speakle.com's right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Speakle.com in an effort to investigate fraud. You agree that Speakle.com has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.
    • (3) Currency. The Payment Service operates in US Dollars and therefore Speakle.com is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Speakle.com responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account.
    • (4) Exclusivity and Non-Circumvention. Students agree to use the SafePay Service to make all payments to Teachers, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the SafePay Service or any associated fees. As a Teacher, you agree to use SafePay Service to receive all payments from Students identified through the Website, whether first-time, repeat, or follow-on. Additionally, you agree not to circumvent the SafePay Service or any associated fees.
    • (5) Notification. As a Student, you agree to notify Speakle.com immediately if your Teacher solicits payment from you outside the Website. As a Teacher, you agree to notify Speakle.com immediately if your Student seeks to pay you outside the Website. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the SafePay Services or SafePay Escrow Services, please submit a confidential report to Speakle.com by phone or by sending an email to number or email listed on the contact details page of the Website.
    • (6) Agreement to Pay. If, for any reason, Speakle.com does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service, you agree to pay such amount immediately upon demand by Speakle.com. You also agree to pay any interest charges, attorneys' fees and other costs of collection incurred by Speakle.com in collecting from you the authorized but unpaid amount. In such case, Speakle.com may, at its option, stop processing any further payments made by you and apply any amounts then held by Speakle.com on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

    6. DISPUTE SERVICES
  • A. Eligibility. Speakle.com offers dispute resolution services ("Dispute Resolution Services") only to those Registered Users that have elected to use the SafePay Service and who are engaged in a dispute over a Course that is (i) pursuant to a Course posting by an Student through the Website, (ii) pursuant to an Invoice from a Teacher through the Website for such course posting and (iii) pursuant to acceptance through the Website by the Student of such Invoice.
  • B. Process.
    • (1) Mediation. In any dispute between Registered Users relating to a Course that is eligible for Dispute Resolution Services, you agree to mediate such dispute in good faith before Speakle.com for a period of twenty (20) business days. Such twenty-business-day period shall be deemed to have begun the day that either party requests Dispute Resolution Services through the Website. If the result of such mediation is acceptable to both parties in a dispute, you agree to indicate your approval of such mediation through the Web Site and Speakle.com will disburse funds in accordance with the results of such mediation. If you are dissatisfied with the progress, or if twenty (20) business days have lapsed since you have notified Speakle.com of a dispute between you and a Professional, you agree to submit your dispute to binding arbitration as further set forth below.
    • (2) Arbitration. In any dispute between an Student and a Teacher which cannot be resolved through mediation, you expressly agree to and acknowledge that Speakle.com or a third party chosen by Speakle.com will arbitrate the dispute in accordance with these Terms of Services and the Website.
      • (a) You acknowledge and agree that Speakle.com will construe any Course Agreement based on the transaction's course of dealing and common industry practices. Specifically, in rendering its decision, the arbitrator shall only be obligated to consider the following: (i) the Course Agreement, (ii) the parties' course of dealings, as evidenced by activity on or communications through the Website, (iii) the Course itself and (iv) any information or communication that the Student and the Teacher agree should be considered.
      • (b) Speakle.com shall render its decision within five (5) business days of a failed mediation. During this time, you are encouraged to continue to negotiate an amicable settlement with the Professional with which you are engaged in a dispute.
      • (c) You agree that the decision of Speakle.com, acting as an arbitrator, shall be final,binding, and not subject to appeal. Accordingly, within a reasonable time after Speakle.com has rendered a decision, Speakle.com will disburse funds in accordance with the arbitrator's decision.
      • (d) In the event that you are the prevailing party in a arbitration decision, you agree that you shall have no right, title to, interest in or license to the Course that is the subject matter of the dispute. In such case, you agree to return any physical copies of such Course in your possession and destroy any electronic copies that you have.
  • C. Communication. You agree and acknowledge that (1) Speakle.com will use the e-mail address corresponding with your Account ID Number registered at the time a dispute arises to notify and communicate with you with regard to any dispute and (2) you are solely responsible for the receipt of any notification or communication sent by Speakle.com using the e-mail address corresponding with your Account ID Number registered at the time a dispute arises.
  • D. Acknowledgements. You agree and acknowledge that (1) Speakle.com is not providing legal services to you or to a Professional, (2) Speakle.com will not advise you regarding any legal matters and (3) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on Speakle.com for any such counsel. You agree to indemnify and hold harmless Speakle.com and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Services. If you do not agree to use this Dispute Resolution Services under these terms, you should not elect to use the SafePay Services.

7. 1099 SERVICES.

At the request of a Student, Speakle.com shall issue each individual Teacher whom you have engaged through the Website a summary on Form 1099 reflecting Payments (less fees) paid to each Teacher. You hereby acknowledge that, although Speakle.com may provide 1099 Services to Students, the Student's Course Agreement to obtain services and make payments is an agreement between a Students and a Teacher.

8. TERM; TERMINATION AND SUSPENSION

  • A. These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Speakle.com as provided for under the terms of this section.
  • B. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (1) Speakle.com shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Speakle.com for any service and to any Teacher for any services.
  • C. Any termination of an Account will automatically lead to the termination of all related Profiles.
  • D. Without limiting our other remedies, Speakle.com may issue a warning, or temporarily suspend, indefinitely suspend or terminate any Account or a Course, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) Speakle.com is unable to verify or authenticate any information you provide to us; or (3) Speakle.com believes in its sole discretion that your actions may cause legal liability for you, our Registered Users or for Speakle.com or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or reregister under a new Account.
  • E. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
  • F. Without limiting our other remedies, to the extent you engage in actions or activities which circumvent the Payment Services or otherwise reduce fees owed Speakle.com under these Terms of Service, you must pay Speakle.com for all fees owed to Speakle.com and reimburse Speakle.com for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
  • G. When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals.

9. PRIVACY AND CONFIDENTIALITY.

Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Speakle.com Privacy Policy. It is your responsibility to review the Speakle.com Privacy Policy, which is incorporated by reference, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Website and may be updated from time to time. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

10. INTELLECTUAL PROPERTY.

  • A. Speakle.com Content. Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Speakle.com IP Policy. It is your responsibility to review the Speakle.com IP Policy, which is incorporated by reference, and we suggest that you review the IP Policy and print a copy for yourself. The IP Policy is posted on the Website and may be updated from time to time.
  • B. Registered User Content.
    • (1) You are solely responsible for information posted on our Website, including but not limited to (a) any audio, video or photographic content (collectively, "Multimedia Content"), (b) any posting or listing made in any public message area, through any email feature or through Speakle.com's feedback feature (collectively, "Non-Multimedia Content") and (c) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Registered User including Companies ("Personal Content"). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein.
    • (2) You hereby assign to Speakle.com your rights in any Non-Multimedia Content. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Multimedia Content and to use such Multimedia Content for the purpose of advertising and publicizing Speakle.com products and services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services.
    • (3) Your information must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography.
    • (4) We do not endorse any information posted by Registered Users and we are not liable for any such information posted on our site, including but not limited to any information posted about you. We reserve the right to take any action, in our sole discretion, with respect to information posted on our site which we believe is inappropriate, including but not limited to termination of your Account. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system.
  • C. Removal of Content for which Copyright Infringement Is Claimed.
    • (1) Pursuant to 17 USC. %26sect; 512 as amended by Title II of the Digital Millennium Copyright Act,Speakle.com has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. If you believe your copyrights are being infringed by a User of the Website, please fill out a Notice of Infringement form and fax it to Speakle.com Copyright Infringement Notices at 412-6874466.
    • (2) The information requested by the Notice of Infringement form substantively complies with the safe harbor provisions of the Digital Millennium Copyright Act, 17 USC. %26sect; 512(c)(3)(A),which provides that a notification of claimed infringement must be a written communication provided to the designated agent that includes substantially the following:
      • (a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
      • (b)Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Website are covered by a single notification, a representative list of such works at that Site.
      • (c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Teacher to locate the material.
      • (d) Information reasonably sufficient to permit the Teacher to contact the complaining party such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
      • (e)A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
      • (f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
      • (g) Notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing activity is apparent.
    • (3) Additionally, you are required to provide a Notice of Infringement form each time you wish to report alleged acts of infringement and fax it to the number provided above.

11. REPRESENTATIONS, DISCLAIMERS, LIMITATIONS AND EXCLUSIONS

  • A. Registered User Representations and Warranties. All Registered Users represent, warrant, and agree:
    • (1) not to grant access to an Account only to users authorized to act on behalf of the Registered User and only in accordance with these Terms of Service.
    • (2) to be fully responsible and liable for any action of any user who uses your Account.
    • (3) not to use your Account, username, or password of another Registered User that you are not expressly authorized to use.
    • (4) not to allow any third party who is not authorized to do so to use your Account at any time.
    • (5) not to use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of the Website or any transaction being conducted through the Website.
    • (6) not to intercept or expropriate any system, data or personal information from the Web Site.
    • (7) not to take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.
    • (8) that it has the right and authority to enter into the Terms of Service and to transact business hereunder.
    • (9) that they are using the Website solely for the purpose of entering into a bona fide business transaction with other Registered Users.
    • (10) that they will not use the Website or its services to defraud or mislead any person or entity, including without limitation Speakle.com or any Register User.
    • (11) that they will not use the Website to violate any law or regulation of the United States of America or any international law or treaty.
    • (12) that they are not a resident national of, or, an entity located in Cuba, Iran, Sudan, Burma (Myanmar), Democratic Republic of the Congo, North Korea, Syria or any other country subject to economic sanctions imposed by the government of the United States of America.
    • (13) that they are not currently and have never been listed as a Specially Designated National by the United Stated Department of Treasury's Office of Foreign Assets Control ("OFAC").
    • (14) that they will not use the Website in connection with any "prohibited transaction" as defined under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R. Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538; Former Liberian Regime of Charles Taylor Sanctions Regulations, 31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R. Part 537; Foreign Assets Control Regulations as they relate to North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any other law, regulation or executive order of the United States of America.
  • B. Warranty Disclaimer. THE SERVICES PROVIDED BY SPEAKLE.COM OR OUR THIRDPARTY SERVICE PROVIDERS 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 WEBSITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
  • C. Limitation of Liability. IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER REGISTERED USER 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 SITE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF MONIES 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 STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
  • D. General Release. If you have a dispute with another Registered User, you release Speakle.com (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
  • E. State Specific Release. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE %26sect;1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
  • F. Indemnity. You agree to defend, hold harmless and indemnify Speakle.com from and against any and all losses, costs, expenses, damages or other liabilities incurred by Speakle.com from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Speakle.com: (1) in connection with your use of the Site Services including any payment obligations incurred through use of the Payment Services; or (2) resulting from: (a) your use of the Website (b) your decision to supply credit information via the Website, including personal financial information; (c) your decision to submit postings and accept offers from other Registered Users; (d) any breach of contract or other claims made by Registered Users with which you conducted business through the Website; (e) your breach of any provision of these Terms of Service; (f) any liability arising from the tax treatment of payments or any portion thereof; (g) any negligent or intentional wrongdoing by any Registered User; (h) any act or omission of yours with respect to the payment of fees to any Teacher; (i) your dispute of or failure to pay any Invoice or any other Payment; or (j) your obligations to a Teacher. Any such indemnification shall be conditioned on our: (i)notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof;(ii) cooperating with you in the defense or settlement thereof; and (iii) 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.
  • G. Links. The Web Site may contain links to third-party web sites not under the control or operation of Speakle.com. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.
  • H. Data. You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Website will not be construed as creating any responsibility on Speakle.com's part to store, backup, retain, or grant access to any information or data for any period.

12. MISCELLANEOUS TERMS AND CONDITIONS

  • A. Compliance with Law. You are responsible for compliance with applicable U.S. state, U.S. federal and international laws, regulation and treaties, keeping in mind that access to the contents of this Website may not be legal for or by certain persons or in certain countries.
  • B. Modification and Waiver. Speakle.com will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Speakle.com. No delay or omission by Speakle.com in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
  • C. Severability. If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.
  • D. Assignment or Transfer. You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of Speakle.com, and any attempt to do so will be null and void. Speakle.com may assignthese Terms of Service in its sole discretion.
  • E. State Specific Legal Notice. Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised of the following: Speakle.com, located in Amenia, New York, is the provider of the electronic commercial service on this site. Registered Users are notified in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Speakle.com to resolve a complaint regarding any aspect of service relating to this site by writing to the above address, or contact us at info@Speakle.com.
  • F. Force Majeure. Except for the payment of fees to Speakle.com, neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
  • G. Notice. All notices required or permitted to be given under these Terms of Service, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.

    If to Speakle.com:

    Attention Alastair Thompson
    Speakle LLC
    P O Box 21
    Amenia, NY 12501-0021

    If to Registered User:

    To the address associated with Registered User's access or login information.

  • H. Headings and Labels. The boldface paragraph headings in these Terms of Service are included for ease of reference only and have no binding effect.
  • I. Integration. These Terms of Service and all documents referenced in these Terms of Service (including the policies listed and available by hyperlink) comprise the entire agreement between you and Speakle.com with respect to the use of this Website and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Website that link to or are linked from this Site.
  • J. Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive any termination of these Terms of Service for any reason.

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