Terms of Use

Lingco's products and services are provided by Lingco Language Labs LLC ("Lingco"). These Terms of Use ("Terms") govern your use of www.lingco.io, the Lingco Classroom, Lingco's apps, and Lingco's other products and services (collectively, "Services"). As some of the Services may be software that is downloaded to your computer, phone, tablet, or other device, you agree that Lingco may automatically update such software, and that these Terms will apply to such updates. Please read these Terms carefully, and contact us if you have any questions. By using the Services, you agree to be bound by these Terms, including the policies referenced in these Terms.

USING THE SERVICES

1. Who May Use the Services

You may use the Services only if you can form a binding contract with Lingco. By registering for the Services, you agree to use the Services in compliance with these Terms and all applicable laws. You agree to provide Lingco with accurate and complete information, and you agree to update your information to keep it accurate and complete. Any use or access by anyone under the age of 13 is prohibited, and certain Services may have additional requirements and/or restrictions.

2. License to You

Subject to these Terms and Lingco’s policies (including the Privacy Policy and curriculum-specific eligibility requirements and other terms), Lingco grants you a limited, personal, non-exclusive, non-transferable, and revocable license to use the Services. Any content you download or receive from Lingco related to the Services is for your personal, non-commercial use, unless you obtain Lingco’s written permission to otherwise use the content. Using the Services does not give you ownership of any intellectual property rights in the Services or the content you access or receive from Lingco.

3. Registration, Passwords, and Account Information

You may only use the Services if you are registered and have an account with Lingco. To open an account, you must complete the registration process by providing Lingco with current, complete and accurate information as prompted by the registration form. Should Lingco suspect that such information is untrue, inaccurate, not current, or incomplete, Lingco has the right to suspend or terminate your usage of the Services. Lingco is entitled to rely on the information you provide, and you will be responsible for updating this information to maintain current information. Accounts are non-transferable and cannot be shared or used by anyone other than you. Once you have become an authenticated user, you will be given a password or the option to create your own password. You are and will be responsible for maintaining the confidentiality of that password, for all activities conducted on and with the Services that make use of that password, and for charges or fees incurred by the use of that password, if any, including any use you may subsequently contend was not unauthorized by you. You are solely responsible for any and all activities that occur under your account including inputting, maintaining, and managing accurate information and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify Lingco immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you.

4. Cancellations

You may delete your account, cancel your access to the Services, and terminate your account and these Terms at any time. If you cancel Services that you paid for, your access to and use of the Services will be terminated and you will not be entitled to a refund, unless you cancel within fifteen (15) days of registering for the Services. It is your responsibility to retrieve all relevant data and content from your account prior to termination. On termination of your account, the Services, or these Terms, we may retain your account information, data, content, or other documents (including copies) as required by law or regulation, or as may be automatically retained by backup or disaster recovery systems. You acknowledge and agree to authorize us to retain and/or destroy such information, data, content, and documents upon termination of these Terms or your account. After the fifteen (15) day refund period, Lingco may provide you with a refund of any fees paid on a case-by-case basis, and solely in Lingco’s sole discretion, including if the Services are unavailable.

5. Service Modifications

While Lingco takes pride in its products and Services, unexpected events do occur. Lingco reserves the right to cancel, interrupt, or modify its products and Services, including any content contained within the Services at any time. The Services are subject to the disclaimers and limitations of liability sections below.

YOUR CONTENT

1. Generally

Some Services enable you to share information, coursework, grades, and other content with uses and/or Lingco (“User Content”). You retain all intellectual property rights in, and are responsible for, the User Content you share.

2. How Lingco and Others May Use User Content

To the extent that you provide User Content, you grant Lingco a fully-transferable, royalty-free, perpetual, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the User Content. This license includes granting Lingco the right to share your information with other users, and third parties to provide you with the Services. Nothing in these Terms shall restrict other legal rights Lingco may have to User Content, for example under other licenses. Lingco reserves the right to remove or modify User Content for any reason, including User Content that Lingco believes violates these Terms.

3. Feedback

Lingco welcomes your suggestions, ideas, comments, and other feedback regarding the Services ("Feedback"). By submitting any Feedback, you grant Lingco the right to use the Feedback without any restriction or any compensation to you. By accepting your Feedback, Lingco does not waive any rights to use similar or related Feedback previously known to Lingco, developed by its employees or contractors, or obtained from other sources.

GENERAL TERMS

1. Ownership

Lingco and/or its licensors own and shall retain all rights, titles, and interests, including all intellectual property rights, in and to the Services, and all elements thereof. Except for the express licenses granted to you herein, you neither have nor acquire any rights, titles, or interests in or to the Services, or any element thereof.

2. Security

Lingco cares about the security of all users. While Lingco works to protect the security of your information and User Content, Lingco cannot guarantee that unauthorized third parties will not be able to defeat Lingco’s security measures.

3. Third Party Content

Through the Services, you will have the ability to access and/or use content provided by instructors, other users, and/or other third parties and links to websites and services maintained by third parties. Lingco cannot guarantee that such third party content, in the Services or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. Lingco disclaims any responsibility or liability related to your access or use of such third party content.

4. Modifying and Terminating the Services

Lingco is constantly changing and improving the Services. Lingco may add or remove functions, features, or requirements, and Lingco may suspend or stop a Service altogether. Accordingly, Lingco may terminate your use of any Service for any reason. None of Lingco, its contributors, sponsors, and other business partners, and their employees, contractors, and other agents (the "Lingco Parties") shall have any liability to you for any such action. You can stop using the Services at any time.

5. Consent

Lingco may create various print, audio and/or visual recordings, accounts and renderings in connection with the Services, such as photographs, videotapes, sound recordings, articles, and other works of authorship (collectively, “Works”). You may be attending one or more events at which Lingco creates such Works. You agree that Lingco owns and shall retain all rights, title and interests, including all intellectual property rights, in and to the Works and all components thereof. You grant Lingco a perpetual and worldwide right and license to reproduce, use and distribute your name, likeness, image, voice and/or appearance, as incorporated into any one or more Works, in any media now known or later developed, and in connection with any of Lingco’s business, publicity, advertising and/or marketing activities. You acknowledge that each Work may be edited without restriction as desired by Lingco, in its sole discretion. Unless otherwise agreed to in writing by Lingco, you acknowledge that you will not receive any compensation or remuneration in connection with the Services, Works and/or these Terms, or the rights granted to Lingco in these Term. You expressly release the Lingco Parties and their officers, employees, agents, and designees from any and all claims, known and unknown, arising out of or in any way connected with the Services and the rights granted to Lingco in these Terms.

6. Waiver and Release

You hereby release, waive, forever discharge and hold harmless Lingco, the Lingco Parties, and their respective affiliated organizations, successors, officers, directors, employees, volunteers, advisors, and agents (collectively, “Releasees”) from any and all liability, claims, damages, causes of action, and demands, whether known or unknown, of whatever kind or nature, either in law or in equity, which directly or indirectly relate to and/or arise out of your participation in the Services and/or because of any matter, thing, condition, negligence, or default whatsoever (collectively, the “Released Claims”). Without limiting the generality of the foregoing, you understand and agrees that these Terms discharge Releasees from any liability or claim that you may have against Releasees with respect to any bodily injury, personal injury, illness, death and/or any property damage, theft or loss that may result from your participation in any of the Services, whether caused by the negligence of Releasees and/or third parties. You hereby expressly waive all rights to bring legal action against, and hereby covenants not to sue, any Releasees in connection with any Released Claims. You acknowledge that you have: read these Terms; fully understand these Terms; and understand that you are giving up substantial rights, including your right to sue for Release Claims.

7. Disclaimers

THE SERVICES AND ALL INCLUDED CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE LINGCO PARTIES SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LINGCO DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES; NOR DOES LINGCO WARRANT OR REPRESENT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER SERVICES. THE LINGCO PARTIES FURTHER DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE SERVICES OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SERVICES, OR SUCH CONTENT CONTAINED THEREIN, IS AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM ANY LINGCO PARTIES, OR THROUGH OR FROM THE SERVICES, SHALL CREATE ANY REPRESENTATION OR WARRANTY BY LINGCO.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LINGCO PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN THE APPLICABLE LINGCO PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR INFORMATION. IN NO EVENT SHALL LINGCO’S, OR ANY LINGCO PARTIES, AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED FIFTY U.S. DOLLARS ($50) OR THE TOTAL AMOUNT OF FEES RECEIVED BY LINGCO FROM YOU FOR THE USE OF SERVICES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, WHICHEVER IS GREATER.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE LINGCO PARTIES, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO LINGCO’S ABILITY TO MAKE THE SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

9. Indemnification

You agree to indemnify, defend, and hold harmless the Lingco Parties from any and all claims, actions, lawsuits, judgements, fines, penalties, liabilities, expenses, and damages, including reasonable attorneys' fees and costs, asserted against, incurred by, or assessed against any Lingco Party arising out of or related to: (a) your use or attempted use of the Services; (b) your breach of these Terms; (c) your violation of any law or rights of any third party; or (d) User Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.

10. Governing Law and Jurisdiction

In order to ensure consistency in the interpretation and enforcement of these Terms, these Terms will be governed exclusively by Michigan law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You expressly agree that any litigation arising between you and Lingco related, in any way, to the Services and/or these Terms, and/or any and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Eastern District of Michigan, Southern Division, and/or the Circuit Court of the County of Ingham, Michigan. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts.

11. Class Action/Jury Trial Waiver.

WITH RESPECT TO ALL PERSON AND ENTITIES, REGARDLESS WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS WE AGREE OTHERWISE, MULTIPLE CLAIMS MAY NOT BE CONSOLIDATED. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LINGCO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND RELATING TO THE PRODUCTS OR THESE TERMS. Certain laws, rules, and regulations that may apply to you may not allow you to pre-agree to binding arbitration or waive your rights to join in a representative proceeding or waive your rights to a jury trial. If such laws apply to you, the class action/jury trial waiver set forth in subsection (iii) does not apply to you.

12. Revisions to the Terms

Lingco reserves the right to revise the Terms in Lingco’s sole discretion at any time. Any revisions to the Terms will be effective immediately upon posting. For any material changes to the Terms, Lingco will take reasonable steps to notify you of such changes. In all cases, your continued use of the Services after publication of such changes, with or without notification, constitutes binding acceptance of the revised Terms.

13. Severability; Waiver

If it turns out that a particular provision of these Terms is not enforceable or invalid as determined by a court of competent jurisdiction, this will not affect any other terms and such provision shall be modified to the extent necessary to be valid and enforceable If you do not comply with these Terms, and Lingco does not take immediate action, this does not indicate that Lingco relinquishes any rights that Lingco may have (such as taking action in the future). Any waiver of rights by Lingco must be acknowledged and agreed to by you and Lingco in writing.

14. Relationship

The relationship between you and Lingco is that of independent contractor. No joint venture, partnership, employment, or agency relationship exists between you and Lingco as a result of these Terms, or your access to, and use of, the Services. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement, or document. Any person or entity who is not a party to these Terms has no right to benefit under or to enforce any of these Terms.

15. Survival

Subject to these Terms, all provisions of these Terms relating to ownership, limitations of liability, indemnification, and other provisions which by their nature survive termination of these Terms shall survive termination of these Terms.

16. Notice

Any notice required or permitted to be given to you under these Terms will be addressed to the email address provided by you at registration.

17. Assignment

These Terms are personal to you. You may not assign, transfer, or sublicense, in whole or part, any of your rights and/or obligations under these Terms without Lingco’s prior written consent. Any attempted assignment without such written consent shall be void. Notwithstanding the foregoing, Lingco may assign this Agreement without your consent, in whole, but not in part. Subject to the provisions of this Section, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

18. Entire Agreement

These Terms, the Privacy Policy, the Acceptable Use Policy, and any other terms provided by Lingco on or through the Services constitute the entire agreement between you and Lingco relating to the Services and supersede any and all prior communications and/or agreements between you and Lingco relating to access and use of the Services.