THESE TERMS AND CONDITIONS APPLY EXCLUSIVELY TO YOUR ACCESS TO AND USE OF THIS WEBSITE AND TO THE INFORMATION AND SERVICES OBTAINED THROUGH THIS WEBSITE. THESE TERMS AND CONDITIONS DO NOT ALTER THE TERMS OR CONDITIONS OF ANY OTHER AGREEMENT YOU MAY HAVE WITH VOCABSUSHI INC. (“VOCABSUSHI”)
You must consent to the following agreement in order to use the VocabSubshi Service (the "Agreement") upon registration with the site. The continued use of the VocabSushi website (the “Website”) and/or any other VocabSushi service (collectively, the “Services”) shall also constitute consent to the terms of this Agreement. If you do not agree to all of the terms of this Agreement, do not check the box below. As used herein, the words “you” or “your” refer to any user of this Website or any Services offered herein.
A. Description of Agreement. This Agreement between you and VocabSushi is a valid and binding legal contract that governs your use of the Website and Services, regardless of where and through what device you access or operate the Website or Services. VocabSushi may at any time and without any notice or liability, terminate, change, suspend or discontinue any feature of the Website and/or Services, including the availability of any features. VocabSushi may also at any time and without any notice or liability, remove, modify or otherwise change any content, including that of third parties, on or from the Website and/or Services. VocabSushi may at any time and without notice or liability, impose limits on certain features or restrict your access to parts or all of the Website and/or Services. Your use of the Website and/or Services may be terminated by VocabSushi at any time in its sole discretion without notice or liability. Your continued use of the Website and/or Services constitutes consent to any changes to the terms of this Agreement by VocabSushi (which changes may be made without notice or liability).
B. Minors. As required by the Children’s Online Privacy Protection Act of 1998, the Website and Services are not intended or designed to attract children under the age of 13 (“Minors”). VocabSushi does not knowingly collect personally identifiable information via the Website or the Services from Minors without the consent of a parent or guardian.
C. Content Limitations. All content available through the Website and Services is believed to be accurate. HOWEVER, YOU SHOULD INDEPENDENTLY EVALUATE THE ACCURACY OF SUCH INFORMATION AND CONTENT AND ITS USEFULNESS FOR YOUR PARTICULAR NEEDS. All information and content on the Website and Services is subject to the disclaimers elsewhere herein.
D. Account Registration. In order to use the Website and Services, you must register with VocabSushi and provide certain information, including, your first and last name, a password, your e-mail address and any other identification information that may be required to use, and/or initiate the Service ("Registration Information"). You agree that you will provide accurate Registration Information, which you will update if any Registration Information changes. The Registration Information will be used in accordance with the VocabSushi privacy policy, which you can review at http://www.vocabsushi.com/privacy_policy.html. You agree that you will not allow anyone else to use the Website and/or Services through your account. You agree that you are solely responsible for maintaining the confidentiality and security of your account. You agree that you will immediately notify VocabSushi of any unauthorized use of your account. VocabSushi shall not be responsible for any losses arising out of the unauthorized use of your account and you agree to indemnify VocabSushi, its officers, directors, shareholders, and affiliates for any improper or unauthorized uses of same. If you are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such age limit, you may not enter into this Agreement or use the Website or Services.
E. Proprietary Rights.
1. Copyrights. All content and information (“Content”) appearing on the Website and Services is owned by, or licensed to, VocabSushi and protected by United States and international copyright laws. VocabSushi and its licensors retain all proprietary rights to the Content. The Content is intended solely for your personal, non-commercial use only, and may not be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without VocabSushi’s prior written consent. You agree that you will not systematically extract, collect or harvest, through electronic means or otherwise, any data or data fields from the Website or Services.
2. Trademarks. All trademarks on the Website and Services are either trademarks or registered trademarks of VocabSushi or its licensors and may not be copied, imitated, or used, in whole or in part, without the prior written consent of VocabSushi. Nothing contained in this Website shall be construed as conferring any right or license to any party under any VocabSushi copyright, trademark, or any other intellectual property.
F. Links and Third Party Content. The Website and Services may contain links to third party websites, which are provided as a convenience only and do not constitute an endorsement or recommendation by VocabSushi of, or responsibility for, the linked websites, or any content, services or products available on or through such websites, or the companies associated with such websites. Links do not imply that VocabSushi is legally authorized to use any intellectual property displayed in or accessible through the links, or that any linked site is authorized to use any intellectual property of VocabSushi. The content of third parties is not reviewed or controlled by VocabSushi and, therefore, any responsibility for the content of any third party websites linked to the Website is hereby disclaimed by VocabSushi. YOU MUST USE YOUR OWN DISCRETION WHEN YOU ACCESS ANY THIRD PARTY WEBSITE LINKED TO THE WEBSITE. LINKING TO SUCH WEBSITES IS STRICTLY AT YOUR OWN RISK. VocabSushi does not warrant that the functions or informational materials contained in, or accessed through, the Website or the Services are free of computer viruses or other harmful components.
G. License. Subject to the terms of this Agreement, VocabSushi hereby grants you a limited, personal, non-assignable, non-sublicensable, non-transferable license to use the Website and Services.
H. Restrictions. You agree to not, nor permit anyone else to, directly or indirectly:
1. copy or distribute the Content or any portion thereof provided to you by VocabSushi;
2. modify or create derivative works from the Content;
3. reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Website and/or Services (except where required by applicable local law, and then only to the extent required under such laws);
4. use the Website or Services in any manner that could damage, disable, or impair them; or
5. use the Website or Services in any manner that could interfere with any other licensee’s use of them.
J. Indemnity. You agree to defend and indemnify VocabSushi, its officers, directors, shareholders, employees, agents, and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs or debt arising from your use of and access to the Website and the Services and/or your violation of any term of this Agreement. This indemnification obligation will survive this Agreement.
K. DISCLAIMER. THE WEBSITE AND THE SERVICES ARE PROVIDED BY VOCABSUSHI ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AND EXCEPT AS EXPRESSLY AGREED TO IN WRITING, VOCABSUSHI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, ACCURACY, RELIABILITY, SECURITY, CAPABILITY, OR UNAUTHORIZED USE. VOCABSUSHI MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE AND SERVICES OR THEIR CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE WEBSITE, THE SERVICES, OR THEIR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. NOR DOES VOCABSUSHI MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR THE SERVICES OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE WEBSITE OR THE SERVICES.
L. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL VOCABSUSHI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR:
1. ERRORS, MISTAKES, OR INACCURACIES IN THE WEBSITE OR THE SERVICES OR CONTENT CONTAINED THEREIN;
2. PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE (INCLUDING, BUT NOT LIMITED TO, COMPUTER FAILURE, LOST PROFITS AND LOST DATA), RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE OR THE SERVICES;
3. ANY UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE AND/OR THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;
4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE (INCLUDING, BUT NOT LIMITED TO, TERMINATION OF THE WEBSITE OR SERVICES); OR
5. ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR PROBLEMS, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE AND/OR THE SERVICES.
M. Termination. This Agreement shall continue indefinitely, notwithstanding your termination or VocabSushi’s termination of your usage of the Website or Services. VocabSushi may terminate your use of the Website and/or the Services immediately if you violate any provision of this Agreement or VocabSushi deems that your usage of the Website or Services is in any way inappropriate. VocabSushi reserves the right at any time and, from time to time, to modify or discontinue, temporarily or permanently, the Website and/or the Services (or any part thereof) with or without notice to you and without any liability to you.
N. Foreign Considerations. VocabSushi does not warrant that the Website and/or Services are appropriate or available for use in countries other than the United States. Users who are accessing the Website and/or Services from jurisdictions outside the United States do so at their own risk and are responsible for compliance with local law.
O. Amendments. VocabSushi may modify this Agreement at any time. Any amendments will be posted at http://www.vocabsushi.com/terms_of _use.html. If you do not agree to (or cannot comply with) the Agreement as amended, you must stop using the Website and Services immediately. Your continued use of the Website and/or Services will be deemed as acceptance of the Agreement as amended.
P. Entire Agreement. This Agreement constitutes the entire agreement between you and VocabSushi and supersedes all prior agreements. In the event any provision of this Agreement is held to be in violation of any law, statute, regulation, order or lawful union, this Agreement shall be deemed modified accordingly and in order to comply therewith, and shall otherwise continue in full force and effect. All rights not expressly granted herein are reserved to VocabSushi.
Q. Waiver. The failure of either party to enforce at any time any term, provision or condition of this Agreement, or to exercise any right or option herein, shall in no way operate as a waiver thereof, nor shall any single or partial exercise preclude any other right or option herein; and no waiver whatsoever shall be valid unless in writing, signed by the waiving party, and only to the extent therein set forth.
R. Governing Law. This Agreement shall be governed by and construed under the laws of New York. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in New York, New York, and you hereby agree to service of process in accordance with the rules of such courts.