Terms of Service and License Agreement

INTRODUCTION

Effective as of December 24, 2020

For MONTYLINGUAL LTD. Business customers: If your organization signed an offline agreement for the use of veebsy Business, then your offline agreement governs your organization’s use of MONTYLINGUAL LTD. Software.

MONTYLINGUAL LTD. makes available the “Software” (mobile application) to help people speak clear, confident English.  Access to and use of MONTYLINGUAL LTD. Software are governed by this Terms of Service and License Agreement (this “Agreement”).

THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY REFERENCED HEREIN, YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES OR SOFTWARE. BY ACCESSING THE SOFTWARE, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD (OR IF YOU ARE BETWEEN 13 AND 17 YEARS OLD, INCLUSIVE, THAT YOU ARE USING THE SITE, SERVICES AND/OR SOFTWARE ONLY WITH THE APPROVAL OF YOUR PARENT OR GUARDIAN OR EDUCATIONAL INSTITUTION), THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT, AND THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

If you are an individual subscriber this Agreement is between you, individually, and MONTYLINGUAL LTD.

If you are an employee of an organization that has subscribed to the Software (an “Enterprise Subscriber”), you are an “Authorized User” of your Enterprise Subscriber and (i) you represent that you have your Enterprise Subscriber’s permission and authority to use the Software and your Enterprise Subscriber’s “User Content” (as defined below) subject to this Agreement, (ii) this Agreement is an agreement between you, individually, and MONTYLINGUAL LTD, and (iii) your Enterprise Subscriber is jointly responsible for your use of the Software.

If you are entering into this Agreement on behalf of an Enterprise Subscriber, you represent that you have the authority to bind the Enterprise Subscriber to this Agreement, in which case references to “you” in this Agreement shall mean the Enterprise Subscriber. If you do not have such authority, you must not accept this Agreement and may not use the Software

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST MONTYLINGUAL LTD. AND ITS LICENSORS AND ITS SUPPLIERS TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST MONTYLINGUAL LTD. AND ITS LICENSORS AND ITS SUPPLIERS ON YOUR OWN BEHALF, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON YOUR OWN BEHALF, AND (3) YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO HAVE YOUR CLAIMS DECIDED BY A JUDGE OR JURY.

LICENCES

If you are an individual subscriber: In consideration for your acceptance of this Agreement and your payment of all applicable Fees (as defined below), MONTYLINGUAL LTD. grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access the Software solely for your own personal purposes.

If you are an Enterprise Subscriber: In consideration for your agreement to this Agreement and your payment of all applicable Fees (as defined below), MONTYLINGUAL LTD.  grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access the Software solely for your internal business purposes. In addition, you may permit such number of Authorized Users as has been agreed between you and MONTYLINGUAL LTD. to access and make use of the Software.

If you are an Authorized User: In consideration for your agreement to this Agreement and your Enterprise Subscriber’s payment of all applicable Fees (as defined below), MONTYLINGUAL LTD. grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Software solely for the internal business purposes of your Enterprise Subscriber. You may access and use the Software only in accordance with any instruction manuals, user guides and other documentation as made available by MONTYLINGUAL LTD. from time to time (“Documentation”).

You may not:

          1. copy, modify or create derivative works based on the Software or Documentation, or any portion(s) of any of the foregoing (individually and collectively, “MONTYLINGUAL LTD. IP”);
          2. distribute, transmit, publish or otherwise disseminate any MONTYLINGUAL LTD. IP;
          3. download or store any MONTYLINGUAL LTD. IP except to the extent explicitly permitted on the Site;
          4. transfer to any third party any of your rights under this Agreement (except to the extent that an Enterprise Subscriber may permit such number of Authorized Users as has been agreed between the Enterprise Subscriber and MONTYLINGUAL LTD. to access and make use of the Software);
          5. access or use the Software or MONTYLINGUAL LTD. IP for the benefit of any third party (except to the extent that Authorized Users may access and make use of the Site, the Services and the Software solely for the internal business purposes of their Enterprise Subscriber.
          6.  access content or data not intended for you, log onto a server or account that you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Site, Software or Services;
          7. attempt to access or derive the source code or architecture of any Software;
          8. attempt to probe, scan or test the vulnerability of the Software, or any associated system or network, or to breach any security or authentication feature or measures of the Software
          9. interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Site or Services, load testing, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,”;
          10. export or re-export any MONTYLINGUAL LTD. IP;
          11. use or access Software or MONTYLINGUAL LTD. IP in order to build a competitive product, service or solution;
          12. violate any applicable law or regulations in connection with your use of the Software;
          13. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, without limitation, an Enterprise Subscriber; or permit any third party to do any of the foregoing.such Third Party Component, and any of MONTYLINGUAL LTD. modifications to such Third Party Component, as required, available upon written request to MONTYLINGUAL LTD.
REGISTRATION AND SECURITY

By completing the registration process for the software, you are agreeing to subscribe to the selected Services, subject to the terms and conditions of this Agreement. You agree to provide MONTYLINGUAL LTD with accurate and complete registration information and to promptly notify MONTYLINGUAL LTD in the event of any changes to any such information.

You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Software, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform MONTYLINGUAL LTD if there is any reason to believe that a user ID, password has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way.

MONTYLINGUAL LTD reserves the right (at its sole discretion) to request that you change your password(s) in connection with the Services, and you shall promptly comply with any such request.

You are solely responsible for all activity in connection with access to the Software through your account or using your password, and for the security of your computer systems, and in no event shall MONTYLINGUAL LTD be liable for any loss or damages relating to such activity.

ENTERPRISE SUBSCRIBER RESPONSIBILITY FOR AUTHORISED USERS

Enterprise Subscribers shall ensure that the total number of Authorized Users does not exceed the maximum number of seats authorized by and purchased from MONTYLINGUAL LTD (each of which seats represents a unique (named) Authorized User).

Enterprise Subscribers may assign different Authorized Users to the seats authorized by and purchased from MONTYLINGUAL LTD, so long as the total number of Authorized Users at any time does not exceed the maximum number of seats authorized by and purchased from MONTYLINGUAL LTD, but Authorized Users may not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their seat, user name or right to use the Software to any third party.

You, the Enterprise Subscriber, and your Authorized Users are jointly responsible for your Authorized Users’ use of the Software. You are also responsible for ensuring that all of your Authorized Users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any of your Authorized Users shall be deemed to be a violation thereof by you.

CONSENT TO RECEIVE EMAIL

For users located outside of the European Economic Area (EEA):

Your registration to use the Site and/or Services constitutes your consent to receive email communications from MONTYLINGUAL LTD,, including messages regarding customer service issues and other matters. You may opt not to receive email correspondence, other than technical notifications and email regarding issues related to your account and your use of the Site and Services, at any time by following the link included in the email messages.

For users located in the European Economic Area (EEA):

We only send marketing communications to users located in the European Economic Area (EEA) with your prior consent, and you may withdraw your consent at any time by clicking the “unsubscribe” link found within MONTYLINGUAL LTD, emails and changing your contact preferences. Please note you will continue to receive transactional messages related to our Services, even if you unsubscribe from marketing emails.

DATA COLLECTION AND PRIVACY DATA COLLECTION AND PRIVACY

MONTYLINGUAL LTD, does not collect personally identifiable information from you except to the extent you have explicitly given such information to MONTYLINGUAL LTD at the registration stage. MONTYLINGUAL LTD, information practices are further described in its privacy policy, which is available at: veebsy.com  (the “Privacy Policy”). The Privacy Policy is an integral part of this Agreement and is expressly incorporated by reference, and by entering into this Agreement you agree to (i) all of the terms of the Privacy Policy, and (ii) MONTYLINGUAL LTD’s, use of data as described in the Privacy Policy is not an actionable breach of your privacy or publicity rights.

MONTYLINGUAL LTD, may from time to time update or revise the Privacy Policy. If MONTYLINGUAL LTD, updates or revises the Privacy Policy, MONTYLINGUAL LTD will notify you either by email to your most recently provided email address, by posting the updated or revised Privacy Policy on the Site or by any other manner chosen by MONTYLINGUAL LTD, in its commercially reasonable discretion. Your use of the Site, Services or Software following any such update or revision constitutes your agreement to be bound by and comply with the Privacy Policy as updated or revised.

THIRD-PARTY CONTENT AND LINKS TO THIRD-PARTY WEB SITES

The Site may contain third-party owned content and links to other websites ("Linked Sites"). MONTYLINGUAL LTD, does not endorse, sponsor, recommend, or otherwise accept responsibility for any Linked Sites. In addition, Linked Sites are not under the control of MONTYLINGUAL LTD, and MONTYLINGUAL LTD, is not responsible for the content or privacy practices of the Linked Sites, including, without limitation, links contained on Linked Sites or any changes or updates to Linked Sites. MONTYLINGUAL LTD, may provide third party content and Linked Sites to you only as a convenience, and the inclusion of such third party content and Linked Sites is not an endorsement by MONTYLINGUAL LTD, in favour of any third party.

You further acknowledge and agree that MONTYLINGUAL LTD, shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such User Content, goods or services available on or through any such site or resource.

MONTYLINGUAL LTD, respects the Intellectual Property Rights of others, and we ask our Users to do the same. MONTYLINGUAL LTD, has no responsibility for content on other websites that you may find or access when using the Service. Material available on or through other websites may be protected by copyright and the intellectual property laws of any country. The terms of use of those websites, and not the Terms of Service of MONTYLINGUAL LTD,, govern your use of that material.

FEES AND PAYMENT
    1. Subscription. The fee for a Subscription will be billed by the Apple iTunes Store or Google Play Store (“Distributor”) at the start of your Subscription, and at regular intervals in accordance with your elections at the time of purchase. The timing of billing may change at any time. Your Subscription will continue to automatically renew indefinitely, including if you terminate your Account, until your Subscription is canceled in accordance with the Terms of the Distributor.
    2. No Refunds. MONTYLINGUAL LTD, does not issue any refunds for any products or services purchased on or through Distributor, and we are not obligated to provide any credits for partially used periods.
    3. Payment Service Provider. All financial transactions made in connection with the services will be processed by the Distributor or their third party payment service provider in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. As such, in no event will MONTYLINGUAL LTD, be responsible for the actions or inactions of any Distributor or their third party payment service provider.
    4. Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees.
TERMINATION
  1. Termination by You. You may stop using the services and software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
  2. Termination by Us. If we terminate the Terms, or your use of the Service(s) for reasons other than for cause, we will make reasonable efforts to notify you at least 3 days prior to termination via the email address you provide to us with instructions on how to retrieve your Content. Unless stated in any Additional Terms, we may, at any time, terminate your right to use and access the services or software if:
      1. you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
      2. you fail to make the timely payment of fees for the services or software, if any;
      3. you materially breach any provision of the Terms, and (i) the breach cannot be corrected; or (ii) we notify you of the breach and you fail to correct it within 14 days of the notice;
      4. Termination by You. You may stop using the services and software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
      5. Termination by Us. If we terminate the Terms, or your use of the Service(s) for reasons other than for cause, we will make reasonable efforts to notify you at least 3 days prior to termination via the email address you provide to us with instructions on how to retrieve your Content. Unless stated in any Additional Terms, we may, at any time, terminate your right to use and access the services or software if:
          1. you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
          2. you fail to make the timely payment of fees for the services or software, if any;
          3. you materially breach any provision of the Terms, and (i) the breach cannot be corrected; or (ii) we notify you of the breach and you fail to correct it within 14 days of the notice;
INDEMINITY

You shall indemnify, release and hold harmless MONTYLINGUAL LTD each of their respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable legal fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to the Software, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.

OWNERSHIP

All intellectual property rights in and to the User Content  are and shall remain your property, and MONTYLINGUAL LTD shall acquire no right of ownership with respect to your (change to in the Your Content function) User Content.

All intellectual property rights in and to the Software and other MONTYLINGUAL LTD IP are and shall remain the sole property of MONTYLINGUAL LTD, and you shall acquire no right of ownership or use with respect to any Software or other MONTYLINGUAL LTD IP except as specified in this Agreement.

Without limiting the foregoing, you acknowledge that the Software, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, MONTYLINGUAL LTD and its affiliates and licensors, as applicable, and that the Software constitutes Confidential Information of MONTYLINGUAL LTD.

You may from time to time provide MONTYLINGUAL LTD with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Software (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. As between the you, MONTYLINGUAL LTD and, if applicable, your Enterprise Subscriber, all Feedback shall be exclusively owned by MONTYLINGUAL LTD, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result MONTYLINGUAL LTD shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, your Enterprise Subscriber (if applicable) or any other person or entity.

WARRANTY DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MONTYLINGUAL LTD, ITS LICENSORS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, OR REGARDING SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE. YOU AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR OWN SOLE RISK AND THAT THE SITE, SERVICES AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MONTYLINGUAL LTD AND ITS LICENSORS AND ITS SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE  SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL MONTYLINGUAL LTD BE LIABLE WITH RESPECT TO THE SOFTWARE FOR (I) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES YOU HAVE ACTUALLY PAID TO MONTYLINGUAL LTD DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY; (II) ANY LOST PROFITS, LOST OR DAMAGED USER CONTENT OR OTHER DATA, OR FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE; OR (III) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN MONTYLINGUAL LTD AND YOU. YOU UNDERSTAND THAT THE SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

CERTAIN STATES DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

DISPUTE RESOLUTION BY BINDING ARBITRATION
  1. Agreement to Arbitrate - This Section titled “Dispute resolution by binding arbitration” is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and MONTYLINGUAL LTD, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Software, any advertising or any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and MONTYLINGUAL LTD are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury.
  2. Prohibition of Class and Representative Actions and Non-Individualized Relief - YOU AND MONTYLINGUAL LTD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MONTYLINGUAL LTD AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
  3. Pre-Arbitration Dispute Resolution - MONTYLINGUAL LTD is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@veebsy.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to MONTYLINGUAL LTD should be sent to Lynton House, 7-12 Tavistock Square, London, England, WC1H 9BQ, Attn: Support Department (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If MONTYLINGUAL LTD and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or MONTYLINGUAL LTD may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by MONTYLINGUAL LTD or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or MONTYLINGUAL LTD is entitled.