You must be at least eighteen (18) years of age or older to access or use the Phonize Service. By accessing or using the Phonize Service you affirm that you are at least eighteen (18) years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms, and to abide by and comply with the Terms. In any case, you affirm that you are at least 18 years old as the Phonize Service is not intended for minors. If you are under 18 years of age, you are not permitted to use the Phonize Service. If for any reason, we, in our sole discretion, believe you do not meet the eligibility requirements set forth above, we reserve the right, without provision of any notice to you to terminate your account and the Terms. If you do not meet the eligibility requirements as set forth above, we have no obligations to you under the Terms.
- Phonize Service
- Registration and Membership
In order to access the compliance courses (“Courses”) offered through the Phonize Service, you must register an account and sign up for a membership to the Phonize Service (“Membership”). By creating and registering an account, you represent and warrant that all registration information, including payment information, provided by you is truthful, accurate, current and complete, and you agree to immediately provide corrected information if any of the submitted information is no longer truthful, accurate, and current and complete. You acknowledge and agree that you are solely responsible for safeguarding the confidentiality of your password and you are solely responsible, and will be held accountable, for any and all activities that are generated through your account, whether or not authorized by you. If you suspect any unauthorized use of or access to your account, please contact Phonize immediately at [insert contact address].
- Your Content
Subject to your rights in any of your User Content, Phonize and its licensors retain all right, title and interest in and to all intellectual property rights in and to (i) the Phonize Service including, without limitation, text, scripts, graphics, interactive features and the like, (ii) the Courses and any and all other content or materials made available by Phonize, and (iii) the trademarks, service marks and logos contained therein owned by or licensed to us. Any and all comments, suggestions, ideas, notes, drawings, concepts, problems or other information with respect to the Phonize Service disclosed or offered by you to us (collectively, “Feedback”) is hereby unconditionally and irrevocably assigned by you to us, including any and all worldwide intellectual property rights relating thereto. We shall be entitled to unrestricted use of the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation of the Feedback. Phonize reserve all rights not expressly granted in and to the Phonize Service and no implied license is granted by Phonize.
- Payment Terms
Phonize’s obligation to provide the Phonize Service is expressly conditioned upon the timely payment of your fees due for your Membership and selected Courses. Membership fees are collected on a monthly basis and you hereby authorize Phonize (or its third party payment processor) to automatically charge your designated method of payment on a recurring monthly basis for your Membership fee (in addition to any applicable taxes and other charges). Course fees are immediately due and payable at the time of registration for the course. All fees are exclusive of all applicable sales, use, value-added and other taxes, or other similar charges, and You will be responsible for payment of all such taxes (other than taxes based on Phonize’s income), and any related penalties and interest, arising from the payment of the fees. The Membership and Course fees are non-refundable and non-cancelable to the maximum extent permitted by applicable law. Phonize reserves the right to immediately suspend or terminate access to the Phonize Service if any payment is past due.
- Membership Cancellation
You will defend at your own expense any claim or action against Phonize, or its affiliates, or their respective officers, directors, employees or contractors (each an “Phonize Indemnified Party”) brought by a third party or governmental entity, and you will indemnify and hold harmless each Phonize Indemnified Party from and against all costs (including reasonable attorneys’ fees) and damages incurred by such Phonize Indemnified Party in any such claim or action, arising from or related to (i) your use or attempted use of the Phonize Service in violation of these Terms; (b) your violation of any law or rights of any third party; or (c) User Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
the PHONIZE MEDIA service, THE COURSES, AND any other MATERIALS OR CONTENT provided by Phonize THROUGH OR IN CONNECTION WITH THE PHONIZE MEDIA SERVICE are provided as-is. Phonize MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO the PHONIZE MEDIA service, THE COURSES, AND any other MATERIALS OR CONTENT provided by Phonize THROUGH OR IN CONNECTION WITH THE PHONIZE MEDIA SERVICE, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Phonize DOES NOT WARRANT THAT the PHONIZE MEDIA service, THE COURSES, OR any other MATERIALS OR CONTENT provided by Phonize THROUGH OR IN CONNECTION WITH THE PHONIZE MEDIA SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OF THEIR USE WILL BE CORRECT, ACCURATE, OR RELIABLE. You ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES AND THAT NO WARRANTIES ARE MADE BY ANY OF Phonize’s SUPPLIERS.
- Limitation of Liability
IN NO EVENT shall Phonize BE LIABLE, UNDER ANY CONTRACT, TORT (INCLudiNG NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF OR DAMAGE TO DATA, COST OF COVER, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, ARISING FROM OR IN CONNECTION WITH the PHONIZE MEDIA service, THE COURSES, OR any other MATERIALS OR CONTENT provided by Phonize THROUGH OR IN CONNECTION WITH THE PHONIZE MEDIA SERVICE OR THE USE, MISUSE, OR INABILITY TO USE, IN WHOLE OR IN PART, the PHONIZE MEDIA service, THE COURSES, OR any other MATERIALS OR CONTENT provided by Phonize THROUGH OR IN CONNECTION WITH THE PHONIZE MEDIA SERVICE, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT PHONIZE MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Phonize’s total cumulative LIABILITY ARISING FROM OR IN CONNECTION WITH the PHONIZE MEDIA service, THE COURSES, AND any other MATERIALS OR CONTENT provided by Phonize THROUGH OR IN CONNECTION WITH THE PHONIZE MEDIA SERVICE, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, EXCEED one hundred ($100.00). YOU AGREE THAT Phonize’s SUPPLIERS AND AFFILIATES WILL HAVE NO LIABILITY OF ANY KIND UNDER OR AS A RESULT OF THIS AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES SET FORTH IN THIS AGREEMENT. The Disclaimer and limitation of liability set forth IN SECTIONS 9 and 10 are fundamental elements of the basis of This Agreement between Phonize and YOUR. Without such limitations Phonize would not be able to provide the Phonize Service on an economic basis. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE PHONIZE MEDIA SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Application of Limitations and Disclaimers to Consumers
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth in Sections 11 and 12 above may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to consumer customers only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where such customer is located.
- Waiver of Right to Void Online Purchases
To the maximum extent permitted by applicable law, you waive your rights to void purchases under these Terms pursuant to any law governing distance selling or electronic or online agreements, as well as any right or obligation regarding prior information, subsequent confirmation, rights of withdrawal, or cooling-off periods.
- Copyright Infringement (DMCA)
Phonize specifically prohibits users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Phonize Service any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is Phonize’s policy to terminate, under appropriate circumstances, the account of any user who is determined, in our sole discretion, to be repeat infringers. In addition, we will remove any and all content and User Content if properly notified that such content or User Content infringes another’s intellectual property rights. To file a copyright infringement notification, please send a written communication that includes substantially the following (see Section 512(c)(3) of the Digital Millennium Copyright Act): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material, including the email address, name and username of the user allegedly infringing the copyrighted work; (iv) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Such takedown notices may be emailed to [insert contact email address].
- Governing Law & Dispute Resolution
These Terms shall be governed by the laws of the State of California without giving effect to any conflicts of laws principles that would require the application of the law of another state or jurisdiction. Any and all disputes or claims arising from or related to these Terms shall be resolved exclusively through final, binding and confidential arbitration. The location of arbitration shall be Santa Clara, California, USA, and the arbitration shall be conducted under the rules of the American Arbitration Association, as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction. Notwithstanding anything in these Terms to the contrary, Phonize may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, to prevent immediate harm arising from the threatened or actual violation of Phonize’s rights regarding Phonize’s Confidential Information or intellectual property rights in and to the Phonize Service and/or Phonize Software and you hereby consent to the personal jurisdiction and exclusive venue in such courts.
Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. Any waiver, amendment or modification of any provision of these Terms must be in writing and executed by both parties. The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right. Each party represents and warrants to the other that the execution and delivery of these Terms and the performance of such party’s obligations have been duly authorized and that these Terms is a valid and legal agreement binding on the party and enforceable according to its terms. If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of these Terms. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in these Terms and its performance shall be construed as creating a joint venture or agency between Phonize and any user. Phonize may delegate the performance of any services hereunder to its affiliates and contractors. these Terms constitute the entire agreement between the parties regarding this subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. Any notice to you may be provided by email. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” Any delay in performance of any duties or obligations of either party will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party.
- Changes to the Terms
Phonize reserves the right to change the terms and conditions of these Terms in its sole discretion from time to time. All such changes will be effective when posted on the Phonize Website or emailed to the e-mail designated in your account. You agree to review the Phonize Website periodically for changes. Phonize reserves the right to change or discontinue the Phonize Service, in whole or in part, including without limitation, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Phonize Service after such changes are made to these Terms and are made available on the Phonize Website or emailed to you will indicate your acceptance to the changes.
- Questions or Additional Information
If you have questions regarding these Terms, please send an e-mail to [please insert contact address].