Speak Shop User Agreement

THE FOLLOWING DESCRIBES THE TERMS ON WHICH SPEAK SHOP OFFERS YOU ACCESS TO OUR SERVICES.

Welcome to the user agreement (the "Agreement" or "User Agreement") for Speak Shop LLC (“Speak Shop”). This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of www.speakshop.com (the "Site"), the free and fee-based subscription services therein, and the general principles for the websites of our subsidiaries and international affiliates. You may want to print this page for your reference. By visiting, becoming a member of, purchasing a gift subscription from, subscribing to, or registering for a free trial from Speak Shop LLC., you agree, without qualification, to be bound by the terms and conditions of this Agreement. Do not use or access our services if you do not agree to be bound by the terms and conditions of this Agreement.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of Speak Shop. We recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a Speak Shop user. Please note: underlined words and phrases are links to these pages and websites. By accepting this User Agreement, you also agree that your use of other Speak Shop websites will be governed by the User Agreement and Privacy Policy posted on those websites.

We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. In addition, we will notify you at your email address listed in your Account page. This Agreement may not be otherwise amended except in a writing signed by you and Speak Shop LLC. This Agreement is effective upon acceptance in registration for new registering users, and is otherwise effective on August 13, 2003 for all users.

Membership Eligibility
Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended Speak Shop users. If you are under the age of 18, you can use this service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our Site. Further, your Speak Shop account (including feedback) and User ID may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

Speak Shop offers you a non-transferable, non-exclusive, limited right to access, use and display the content of this Website, provided that you comply with this Agreement as set out in full. The materials of the Speak Shop website are provided to you only for your private, non-commercial use. Certain services of this Speak Shop website are available only to registered members of Speak Shop. By visiting, becoming a member of, purchasing a gift subscription from, subscribing to, or registering for a free trial from Speak Shop, you agree to be bound by the terms and conditions of this Agreement.

Term
This agreement will remain in effect for the entire time that you use the Speak Shop website and/or you are a subscriber or registered member of Speak Shop. Termination of fee-based subscriptions is subject to the conditions set out in the Speak Shop checkout pages and billing policy. Speak Shop reserves the right to terminate your membership or subscription for any reason upon sending you emailed notice. If Speak Shop terminates fee-based subscription - either with or without notice - because you have breached this Agreement or failed to pay Speak Shop for amounts owed for fee-based services, you will not be entitled to any refund of unused subscription fees.

Your responsibilities

•	You are responsible for maintaining the secrecy of your Speak Shop account, username and password. You agree to notify Speak Shop of any unauthorized use of your Speak Shop account.
•	You are responsible for maintaining the accuracy of your personal information, including address, phone number and email address. Speak Shop often notifies you and subscribers of changes to the Speak Shop website or listed subscription fees or special offers via email. Speak Shop is not responsible for information provided in these emails that do not reach you or subscriber due to inaccurate information.
•	You are responsible for all charges associated with connecting to Speak Shop, including all Internet and telephone access charges, long-distance charges where applicable, and services fees necessary to access the Speak Shop website. From time to time, Speak Shop will offer a free trial subscription to its fee-based services. You are responsible for any of the aforementioned connection charges even during a trial subscription period.
•	Use of the Speak Shop website is at your own risk. Speak Shop is not responsible for any loss resulting from your using any of Speak Shop’s services, software, materials, audio or video files, content, or communications. Speak Shop is not responsible for any problems or technical malfunctions of any telephone network or lines, computer or Internet connection or any website failure. Moreover, Speak Shop disclaims responsibility for any delay, error, omission, transmission failure, theft, alteration, destruction of or unauthorized access to user, you or subscriber communications. Speak Shop disclaims responsibility for the results or lack thereof in studying a language at Speak Shop except as provided under the terms of the billing policy in regards to subscription services and refunds. You are solely responsible for any content that you publish, display, or submit (hereafter post) to Speak Shop. By posting content to any public area of Speak Shop, you grant Speak Shop and its members an irrevocable, perpetual, non-exclusive, worldwide, unrestricted license to copy, license, distribute, display, reproduce, transmit, modify, edit, excerpt or otherwise use such public communication in all media.

Use of Speak Shop.com content and Copyright policy
All materials of Speak Shop, including content, text, images, software, audio and video files, documentation, Email and the Web Site remain at all times the sole property of Speak Shop or its suppliers. Such aforementioned materials are protected under international copyright, trademark and other intellectual property laws. You may not post, distribute, sublicense, translate or reproduce in any way any copyrighted materials, trademarks or other proprietary information without the prior express written consent of Speak Shop.

Community forums, chats, message boards, pen pals, and email conduct
Speak Shop strives to create a global community of language learners. As such, Speak Shop provides you with the ability to post messages, use chat rooms, and find language resources, such as pen pal correspondents and local language schools. You are solely responsible for the content of these messages. In addition, by using these services, you agree to not publish, contribute or post any material that:

•	Contains content that is not original or for which you have not received the prior express written consent of the originator of said material.
•	Contains objectionable language or is in any way profane, pornographic, sexually explicit, slanderous or libelous.
•	Attempts to contact a fellow user of Speak Shop without explicit solicitation by that user.
•	Violates any viable rules, laws or regulations, or infringes on any rights of any third party.
•	Contains viruses or any other code designed to interrupt, destroy or incapacitate the functionality of any software, hardware or telecommunications.
•	Is considered “spamming,” such as chain letters, junk mail, or other solicitations.
•	Attempts to impersonate another person or breach the security of Speak Shop and its members.

The opinions and messages posted by you at Speak Shop do not reflect and are not representative of the views of Speak Shop or its employees, affiliates, suppliers or partners. Speak Shop is not responsible for the content of messages sent by members to you when they have located you through Speak Shop. Speak Shop may remove any posted message at any time. The pen pal guide directory and the information contained therein represent proprietary information owned and maintained exclusively by Speak Shop. Using the directory for any purpose other than language learning correspondence between you and Speak Shop members is strictly forbidden.

Speak Shop is a Venue

•	Speak Shop is not an Auctioneer. Although Speak Shop is commonly referred to as an online auction website, it is important to realize that Speak Shop is not a traditional "auctioneer." Instead, the Speak Shop website acts as a venue to allow anyone to offer, sell, and buy language lessons, at anytime, from anywhere, in a variety of pricing formats, including a fixed price format. Speak Shop is not involved in the actual transaction between buyers and sellers. As a result, Speak Shop has no control over the quality, safety or legality of the lessons advertised, the ability of sellers (tutors) to teach or the ability of buyers (students) to pay for items. Speak Shop cannot ensure that a buyer or seller will actually complete a transaction. Consequently, Speak Shop does not transfer legal ownership of services from the seller to the buyer.
•	Identity Verification. Speak Shop may use techniques to verify the accuracy of your information that is provided during registration on the Speak Shop website. However, because user verification on the Internet is difficult, Speak Shop cannot and does not confirm each user's purported identity.
•	Release. Because Speak Shop is a venue, in the event that you have a dispute with one or more members, you release Speak Shop (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, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, 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."

Bidding and Buying
If you are a seller (tutor), you are obligated to complete the transaction with the buyer (student) if the student purchases a language lesson.

Listing and Selling

•	Listing Description. If you are a tutor, you must be legally able to sell language lessons on the Speak Shop website. You must describe your qualifications, schedule restrictions and rates. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that lesson. All listed curriculums and/or lessons must be listed in an appropriate category.
•	Fraud. Without limiting any other remedies, Speak Shop may suspend or terminate your account if Speak Shop suspects that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Speak Shop website.

Feedback
You may not take any actions that may undermine the integrity of the feedback system. Speak Shop may limit the number of lessons you may teach, if you are a tutor, or attend, if you are a student, on the Speak Shop website based upon the level of such feedback. If you are a tutor and you earn a net feedback rating of 1, your membership may be suspended, and you may be unable to list your services.

Liability Limit
IN NO EVENT SHALL SPEAK SHOP, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SPEAK SHOP WEBSITE, SPEAK SHOP’S SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).

SPEAK SHOP’S LIABILITY, AND THE LIABILITY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO SPEAK SHOP IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Resolution of Disputes
In the event a dispute arises between you and Speak Shop, Speak Shop’s goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Speak Shop agree that any claim or controversy at law or equity that arises out of this Agreement or Speak Shop’s services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, Speak Shop strongly encourages you to first contact Speak Shop directly to seek a resolution and Speak Shop will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or Speak Shop agree to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association in accordance with your applicable rules. The parties agree that any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Fees and payments
Certain materials and functionalities of the Speak Shop Web Site are available only through the purchase or free trial of a Speak Shop Subscription (“Subscription”). You are responsible for any charges associated with connecting to the Speak Shop website. When you purchase a subscription or enter into a trial Subscription, you are bound by the terms and conditions of the billing policy as set out in Billing policy for fee-based services at Speak Shop.

Billing policy for fee-based services at Speak Shop
You can always find current Subscription prices posted on your Account page. Your Subscription gives you access to all of Speak Shop’s course services, including teacher-led voice and text discussions, game technology, curriculum and courses ranging from Beginner to Advanced. By purchasing a Subscription, you agree to be bound to the following terms of the Speak Shop billing policy:

•	You agree to pay, via credit card or payment methods currently accepted by Speak Shop, the monthly or lump sum Subscription charges as set forth on the Speak Shop website, any applicable VAT or taxes, or other fees associated with connecting to Speak Shop. Speak Shop reserves the right to change the Subscription fees in effect or institute new fees at any time, upon reasonable notice posted on the Speak Shop website and emailed to current Subscription users (“Subscribers”).
•	If at any time you wish to check on the status of your subscription or payment, please login and visit the Account page.
When you purchase a Subscription you are subject to the following terms and conditions if you pay with a credit card:
•	Monthly renewal: When your Subscription expires one month from the date of purchase, Speak Shop will automatically charge your credit card and automatically renew your Subscription each month unless you cancel your Subscription prior to that date. If you take advantage of a promotional price and pay for several months upfront, your subscription may not renew upon expiration.
•	Speak Shop guarantees that every credit card transaction you make at Speak Shop is 100% secure.
•	Please note Speak Shop sometimes offers cheaper monthly prices if you agree to subscribe for a certain number of months. If you elect to take advantage of one of these programs, you will be responsible for subscription fees for the minimum number of months specified. If you cancel before that, you may be subject to a $100 cancellation fee.
•	All subscription fees are non-refundable after your free trial. If you decide to subscribe after the free trial, Speak Shop requires a minimum 1-month study period. After that minimum period, you may cancel at any time.

From time to time Speak Shop may offer a free trial of its fee-based subscription service. Trial subscriptions are subject to the following terms and conditions in addition to the billing policies laid out above:
•	Free trial is available only to first-time subscribers of Speak Shop. If at any time previously you have been a member of Speak Shop or accepted a free trial, you are not entitled to the free trial. If you choose to sign-up again, you will be charged immediately.
•	When you sign up for a free trial, Speak Shop will take your credit card number, but will not charge it for until the free trial period has ended. You can cancel at anytime during that period and be charged nothing. If you do not cancel, after the free trial period, Speak Shop will charge you the monthly subscription fee. Thereafter, you will be charged each month to ensure uninterrupted service. After initial enrollment, if your credit card expires, is cancelled, is lost, or rendered invalid, your subscription is in danger of termination you will be contacted and given the opportunity to change your registration data. If your credit card is not successfully re-charged and you are not renewed successfully, your subscription will be terminated.
•	As soon as Speak Shop receives your order for a subscription with a free trial, you will receive immediate access to the Speak Shop website.
•	If you paid by credit card and wish to avoid being charged, you can simply cancel subscription within the free trial period. To cancel your subscription at any time after the free trial period you must visit your Account page after logging on to cancel your subscription.
•	Billing begins at the end of the free trial period - after your subscription. No refunds will be issued once credit card billing has begun.