Terms of Use

TERMS OF SERVICE AGREEMENT

1.    Acceptance of Terms of Use

EAL provides its on-line services and Website to you subject to this Terms of Service Agreement (“Agreement”).  EAL reserves the right to alter the Agreement at any time without notice to you.  By using the EAL website, located at www.exchangealanguage.com, User agrees to abide by this Agreement.

2.    Use for Language Exchange Only

You will not use the website to distribute or advertise commercial activities of other parties unless you are an EAL approved advertiser.  You will not solicit EAL members and guests to join outside sites or online services or organizations.  You will not solicit EAL members and guests for any reason other than to find a language exchange partner to improve the personal foreign language skills of yourself and of your partners.  Any material contained in this site is for your private personal use only.  You may not download the material for commercial use.

3.    User Accounts

You will select a username and password upon completing the registration process.  You are fully responsible for maintaining the confidentiality of their username and password. You agree to immediately notify EAL should you know, or have reasonable grounds to suspect, that the username and password have been compromised.  EAL shall not be responsible for your failure to abide by this paragraph.

4.    Privacy

Your privacy is very important to us. We designed our Privacy Policy to make important disclosures about how you can use EAL to share and meet with others and how we collect and can use your content and information. We encourage you to read the Privacy Policy, and to use it to help make informed decisions.

5.    Sharing Your Content and Information

Any content you submit to EAL becomes the property of EAL.  This includes, but is not limited to, ideas, concepts and designs you submit as suggestions to EAL.  However, personal information will be kept strictly confidential. Please be aware that EAL does not verify the identities of its members or guests, nor do we verify the accuracy of the content they post.  Do not divulge personal contact information such as your telephone number or address in public forums such as message boards or chat rooms. In addition:

1.    For content that is covered by intellectual property rights, like photos and videos ("IP content"), you specifically give us the following permission, subject to your privacy settings: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with EAL ("IP License"). This IP License ends when you delete your IP content or your account unless your content has been shared with others, and they have not deleted it.

2.    When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).

3.    When you publish content or information using the "everyone" setting, it means that everyone, including people off of EAL will have access to that information and we may not have control over what they do with it.

4.    We always appreciate your feedback or other suggestions about EAL, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them).

6.    Safety

We do our best to keep EAL safe, but we cannot guarantee it. We need your help to do that, which includes the following commitments:

1.    You will not send or otherwise post unauthorized commercial communications (such as spam) on EAL.

2.    You will not collect users' content or information, or otherwise access EAL, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.

3.    You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on EAL.

4.    You will not upload viruses or other malicious code.

5.    You will not solicit login information or access an account belonging to someone else.

6.    You will not bully, intimidate, or harass any user.

7.    You will not post content that is hateful, threatening, pornographic, or that contains nudity or graphic or gratuitous violence.

8.    You will not develop or operate a third party application containing, or advertise or otherwise market alcohol-related or other mature content without appropriate age-based restrictions.

9.    You will not use EAL to do anything unlawful, misleading, malicious, or discriminatory.

10.                       You will not do anything that could disable, overburden, or impair the proper working of EAL, such as a denial of service attack.

11.                       You will not facilitate or encourage any violations of this Agreement.

7.    Registration and Account Security

EAL users provide their real names and information, and we need your help to keep it that way. Here are some commitments you make to us relating to registering and maintaining the security of your account:

1.    You will not provide any false personal information on EAL, or create an account for anyone other than yourself without permission.

2.    You will not use your personal profile for your own commercial gain.

3.    If you are under 13 years of age, you will not use EAL without supervision from an adult guardian.

4.    You will not use EAL if you are a convicted sex offender.

5.    You will keep your contact information accurate and up-to-date.

6.    You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.

7.    You will not transfer your account to anyone without first getting our written permission.

8.    If you select a username for your account we reserve the right to remove or reclaim it if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user's actual name).

8.    Protecting Other People's Rights

We respect other people's rights, and expect you to do the same.

1.    You will not post content or take any action on EAL that infringes or violates someone else's rights or otherwise violates the law.

2.    We can remove any content or information you post on EAL if we believe that it violates this Agreement.

3.    We will provide you with tools to help you protect your intellectual property rights. To learn more, visit our How to Report Claims of Intellectual Property Infringement page.

4.    If we remove your content for infringing someone else's copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.

5.    If you repeatedly infringe other people's intellectual property rights, we will disable your account when appropriate.

6.    You will not use our copyrights or trademarks or any confusingly similar marks, without our written permission.

7.    If you collect information from users, you will: obtain their consent, make it clear you (and not EAL) are the one collecting their information, and post a privacy policy explaining what information you collect and how you will use it.

8.    You will not post anyone's identification documents or sensitive financial information on EAL.

9.    About Advertisements on EAL

Our goal is to deliver ads that are not only valuable to advertisers, but also valuable to you. In order to do that, you agree to the following:

1.    You can use your privacy settings to limit how your name and profile picture may be associated with commercial or sponsored content served by us. You give us permission to use your name and profile picture in connection with that content, subject to the limits you place.

2.    We do not give your content or information to advertisers without your consent.

3.    You understand that we may not always identify paid services and communications as such.

10.                       Special Provisions Applicable to Advertisers

You can target your specific audience by buying ads on EAL. The following additional terms apply to you if you place an order through our online advertising portal ("Order"):

1.    When you place an Order, you will tell us the type of advertising you want to buy, the amount you want to spend, and your bid. If we accept your Order, we will deliver your ads as inventory becomes available.

2.    You will pay for your Orders in accordance with our Payment Terms. The amount you owe will be calculated based on our tracking mechanisms.

3.    Your ads will comply with our Advertising Guidelines.

4.    We will determine the size, placement, and positioning of your ads.

5.    We do not guarantee the activity that your ads will receive, such as the number of clicks you will get.

6.    We cannot control how people interact with your ads, and are not responsible for click fraud or other improper actions that affect the cost of running ads.

7.    You can cancel your Order at any time through our online portal, but it may take us seven days before the ad stops running.

8.    Our license to run your ad will end when we have completed your Order. You understand, however, that if users have interacted with your ads, your ads may remain until the users delete it.

9.    We can use your ads and related content and information for marketing or promotional purposes.

10.                       You will not issue any press release or make public statements about your relationship with EAL without written permission.

11.                       We may reject or remove any ad for any reason.

If you are placing ads on someone else's behalf, we need to make sure you have permission to place those ads, including the following:

12.                       You warrant that you have the legal authority to bind the advertiser to this Agreement.

13.                       You agree that if the advertiser you represent violates this Agreement, we may hold you responsible for that violation.

11.                       Termination

If you violate the letter or spirit of this Agreement, or otherwise create possible legal exposure for us, we can stop providing all or part of EAL to you. We will notify you by email or at the next time you attempt to access your account. You may also delete your account or disable your application at any time. In all such cases, this Agreement shall terminate, but the following provisions will still apply: 5.2, 5.4, 6-8, 9.3, 10.2, 10.5, 10.6, 10.9, 10.12, 10.13, and 11-15.

12.                       Disputes

1.    You will resolve any claim, cause of action or dispute ("claim") you have with us arising out of or relating to this Agreement or EAL exclusively in a state or federal court located in Hennepin County, Minnesota. The laws of the State of Minnesota will govern this Agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Hennepin County, Minnesota for the purpose of litigating all such claims.

2.    If anyone brings a claim against us related to your actions, content or information on EAL, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

3.    WE TRY TO KEEP EAL UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING EAL "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

4.    WE DO NOT GUARANTEE THAT EAL WILL BE SAFE OR SECURE. EAL IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR EAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR EAL WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, EAL'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13.                       Special Provisions Applicable to Users Outside the United States

We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users outside the United States:

1.    You consent to having your personal data transferred to and processed in the United States.

2.    If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on EAL (such as advertising or payments) or operate a Platform application or website.

14.                       Definitions

1.    By "EAL" we mean the features and services we make available, including through (a) our website at www.exchangealanguage.com and any other EAL branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (b) our Platform; and (c) other media, software (such as a toolbar), devices, or networks now existing or later developed.

2.    By "us," "we" and "our" we mean ExchangeALanguage, LLC.

3.    By "Platform" we mean a set of APIs and services that enable developers, operators or services, including Connect and RSS feeds, to retrieve data from EAL or provide data to us.

4.    By "information" we mean facts and other information about you, including actions you take.

5.    By "content" we mean anything you post on EAL that would not be included in the definition of "information."

6.    By "data" we mean content and information that third parties can retrieve from EAL or provide to EAL through Platform.

7.    By "post" we mean post on EAL or otherwise made available to us (such as by using an application).

8.    By "use" we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.

9.    By "active registered user" we mean a user who has logged into EAL at least once in the previous 30 days.

10.                       By "application" we mean any application or website (including Connect sites) that uses or accesses Platform, as well as anything else that receives data.

15.                       Other

1.    This Agreement makes up the entire agreement between the parties regarding EAL, and supersedes any prior agreements.

2.    If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.

3.    If we fail to enforce any of this Agreement, it will not be considered a waiver.

4.    Any amendment to or waiver of this Agreement must be made in writing and signed by us.

5.    You will not transfer any of your rights or obligations under this Agreement to anyone else without our consent.

6.    All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

7.    Nothing in this Agreement shall prevent us from complying with the law.

8.    This Agreement does not confer any third party beneficiary rights.



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