Terms of Service

Introduction

These Terms of Service (“Terms”) govern how you can use our website, and our game. In this document, our company, Vocabulary Systems, Inc., is sometimes called “Vocab Systems,” “we,” or “us.” We may also own other companies, or be closely connected to other companies (subsidiaries and affiliates). They’re also included in these Terms. “You” means you, the user of our website, and our game. The website is vocabsystems.com. The game is our App for Apple and Android devices, Vocab Victor. The game may also be available on other devices, and on the web. All together, the website and the game, along with any upgrades or updates, are called the “Service.”

Your right to use the Service is governed by the Terms below. By accessing, browsing, and/or using our Service via any method, you acknowledge that you have read, understood, and agree to be bound by these Terms, and to comply with all applicable laws and regulations.

Use of the Service and License

The Service is an English language and vocabulary tutoring program designed to teach English to nonnative speakers.

Vocab Systems owns and operates the Service. The information and content available on the Service (“Content”) are protected by copyright and other intellectual property laws throughout the world. You must retain all copyright and other proprietary notices on any copies of this Content. Any unauthorized reproduction, modification, distribution, public display or public performance of any Content is strictly prohibited. Vocab Systems reserves all rights not expressly granted in these Terms.

Subject to these Terms, Vocab Systems grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the game on devices that you own or control, solely for use with the Service. By downloading or using the game, you acknowledge that the game is licensed and not sold to you.

Prohibited Uses

You agree that you will not use or access the Service:

  1. If you have previously been suspended or removed from the Service;
  2. From a country or jurisdiction where such use or access is not authorized;
  3. In violation of any local, state, national, or international law; or
  4. In any manner that violates these Terms.

You may not use the Service in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, or any part of the Service, computer systems or networks connected to the Service, or any part of them, through hacking, password mining, or any similar means, or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service.

You may not remove, circumvent, disable, damage or otherwise interfere with the security-related features of the Service, including any features that prevent or restrict use or copying of the Content accessible through the Service, or any features that enforce limitations on the use of the Service or the Content therein. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You agree not to modify the Service in any manner or form, nor to use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service.

Prohibited Conduct

You promise not to:

  1. Harass, threaten, or defraud users or staff of Vocab Systems;
  2. Make unsolicited offers, advertisements, proposals, or send junk mail or “spam” to users or staff of Vocab Systems;
  3. Impersonate another person or access another user’s account without that user’s permission;
  4. Share passwords for the Service with any third party or encourage any other user to do so;
  5. Commercially exploit the Service, permit third parties to use your account, or sell, transfer, license or assign your account, username, or account rights;
  6. Disparage Vocab Systems, its employees, its users, or third parties;
  7. Misrepresent the source, identity, or content of information transmitted via the Service, including deleting or obscuring the copyright, trademark or other proprietary rights indicators;
  8. Upload material (e.g. virus, adware, spyware, worm, or other malicious code) that is damaging to the computer systems or data of Vocab Systems or users of the Service;
  9. Modify, translate, or create derivative works, adaptations or compilations of, or based on, the Service or any part thereof, or use, copy or reproduce the Service or any part thereof other than as expressly permitted in these Terms;
  10. Use, install or copy the Service to a computer gaming center, on a network for online use, or at any location-based site;
  11. Transport, export or re-export (directly or indirectly) into any country forbidden to receive such Services by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time; or
  12. Attempt to do any of the acts described in this Section, or assist or permit any person in engaging in any of the acts described in this Section.

Accounts and Privacy

When you use our Service, we will automatically create an account for you. You may be required to Register to continue to access the Service. When Registering, you may be required to provide information about yourself, such as your name and email address. You agree that the information you provide to us is correct and that you will keep it up-to-date at all times.

Your privacy is important to us. Our Privacy Policy is incorporated into these Terms by reference and use of the Service is subject to our Privacy Policy. Please read the Privacy Policy carefully for information relating to Vocab Systems’s collection, use, and disclosure of your personal information.

If you wish to delete your account, you may do so as explained under Your Rights and Choices in the Privacy Policy.

Modification or Termination of the Service

At any time and without prior notice, Vocab Systems may:

  1. Terminate, cancel, deactivate and/or suspend your access to the Service; and/or
  2. Temporarily or permanently discontinue, modify or alter any aspect, feature or policy of the Service.

Vocab Systems may, at its option, remove accounts that have not been accessed for a certain period time. If we determine that you violated any provision of these Terms, your permission to use the Service will terminate immediately.

We also reserve the right to terminate your account or suspend access to the Service if we discontinue the Service, or a part of the Service, or for any reason, with or without notice. To the fullest extent permitted under applicable law, we will have no liability for any change to the Service or any suspension or termination of your access to the Service.

Vocab Systems will not be liable to you or any third party for any termination or modification of the Service or other products provided by Vocab Systems regardless of the reason for such termination, discontinuation or modification. Your only right with respect to any dissatisfaction with any such modification is to delete your account, as explained under Your Rights and Choices in the Privacy Policy, or discontinue using the Service.

Governing Law and Dispute Resolution

This Agreement shall be subject to and construed under the laws of the State of California, United States, without reference to the conflicts of law provisions thereof.

Before filing a claim against Vocab Systems, you agree to attempt to informally resolve your dispute with Vocab Systems by contacting support@vocabsystems.com. We will respond to you via email to try to resolve the dispute. If the dispute is not resolved within 30 business days of submission, you or Vocab Systems may bring a formal proceeding. You and Vocab Systems agree that any judicial proceeding to resolve claims relating to these Terms or the Service will be brought in Santa Barbara County, California, United States, subject to the mandatory arbitration provisions below. Both you and Vocab Systems consent to venue and personal jurisdiction in such courts.

IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS: You understand and agree that all claims, disagreements, disputes or controversies between you and Vocab Systems, and its officers, directors, employees, representatives, agents, parents, affiliates, subsidiaries and/or related companies, shall be resolved by final and binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed. The arbitration shall take place in Santa Barbara County, California, United States. The parties voluntarily and knowingly waive any right they have to a jury trial. You may decline this agreement to arbitrate by notifying us of your preference via postal mail at the address shown at the end of this document within 30 days of first accessing the Service. Be sure to include the email address associated with your account.

Payment

You may be required to pay fees to access the Service or to access certain features of the Service. You will be able to review and accept the fees before you are charged. We reserve the right to adjust pricing and fees at any time. If we change the fees for the Service, including by adding additional fees or charges, we will provide you advance notice of those changes. If you do not accept the changes to the fees or charges, we may discontinue providing you the Service.

Method of Payment

We will charge the payment method you specify at the time of purchase for all initial and additional charges. You agree we may charge all sums as described in these Terms to that payment method for the Service you purchase. If fees are paid with a credit card, we may get pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to pay for your purchase. The Service may include functionality for activating, updating or canceling recurring payments for periodic charges. If you activate or update recurring payments through the Service, you authorize us to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. Please note that it may take several business days for any update or cancellation of any existing authorized one-time or recurring payment to take effect.

We may, at our sole discretion, enable you to purchase and/or pay for the Service through an authorized third party reseller or payment processing firm (including, for example, a telecommunications provider or mobile app marketplace such as Apple iTunes or Google Play). Your obligation for payment to, and relationship with, such third party reseller or payment processor is a contractual matter between you and that third party. We are not a party to, nor responsible on account of, such contract. We do not control how you can pay that third party nor how any refunds may be issued by that third party. Please review the terms of service with that third party carefully. While we select our third party resellers and payment processors carefully, we cannot and do not guarantee their performance.

You agree to pay the charges for the Service in the currency specified by Vocab Systems (or any third party reseller or payment processor from which you may purchase the Service), and you assume all risks associated with any changing value in the currency compared with other currencies. The charge for the Service may include VAT and sales tax and certain other taxes or delivery or similar charges applicable to your purchase. If any applicable tax or charge is not charged by us (or a third party reseller or payment processor), you acknowledge that you are solely responsible for paying the tax or other such charge.

All fees and sales are FINAL AND NON-REFUNDABLE to the fullest extent permitted by law and any refunds shall be made at our sole and absolute discretion. Our decision, if any, to issue a refund shall not entitle you or any other user of the Service to any discounts or refunds in the future for similar events and/or occurrences.

Third Party Fees

You are also responsible for all third party charges and fees associated with your use of the Service, such as Internet service provider fees, telephone and computer equipment charges, and taxes.

User Feedback

If you provide Vocab Systems with comments, questions, suggestions, ideas, bug or system problem reports, feedback, or proposed or suggested modifications to the Service (“Feedback”), Vocab Systems shall have the right to use such Feedback at its sole and absolute discretion, including, but not limited to, the incorporation of such suggested changes into the Service or the offered products. You hereby grant Vocab Systems a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.

Other Websites and Applications

Through the Service we may provide you with links to other websites and applications for your convenience. These websites and applications may be third parties, wholly independent from us, with their own rules and privacy policies. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to third-party websites or applications. You agree that we are not responsible for the the content, or the practices of any third-party website or application. If you use a third-party website or application and allow them to access your personal information, you do so at your own risk. ACCESS AND USE OF THIRD PARTY WEBSITES OR APPLICATIONS, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON SUCH WEBSITES OR APPLICATIONS, OR AVAILABLE THROUGH THEM, IS SOLELY AT YOUR OWN RISK.

Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature, offer, application or content on the Service. All such Additional Terms are hereby incorporated by reference into the Terms, provided that in the event of any conflict between the Additional Terms and the Terms, the Additional Terms shall control.

Modifications to the Terms

We may make small changes (immaterial modifications) to these Terms without telling you in advance. You can check the Terms on our website from time to time to see if they’ve been updated. There’s a version number at the bottom. We’ll increase that number every time we change these Terms. If we make larger changes (material changes), we’ll let you know by email, using the email address specified in your account, and by posting a notice on the website. If you continue to use the Service after such a change, you agree to the new Terms. If you don’t want to agree to the new Terms, you can delete your account (see Your Rights and Choices in the Privacy Policy), or stop using the Service.

Ownership; Proprietary Rights

The Service is owned and operated by Vocab Systems. The visual interfaces, graphics, logos, design, compilation, information, data, computer code (including source code or object code), products, software (including any downloadable software), services, and all other elements of the Service provided by Vocab Systems (“Materials”) are protected by the copyright, trade dress, patent, and trademark laws of the Unites States and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Service are the copyrighted property of Vocab Systems or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Vocab Systems or its affiliates and/or third-party licensors. Vocab Systems reserves all rights to the Materials not granted expressly in these Terms.

Indemnification; Hold Harmless

You acknowledge and agree that, to the fullest extent permitted under applicable law, you are responsible for your use of the Service, and you will indemnify, hold harmless, and, if so directed by Vocab Systems, defend Vocab Systems and its officers, directors, employees, consultants, affiliates, representatives, subsidiaries and agents and their respective successors and assigns (together, the “Vocab Systems Entities”) from and against every responsibility, claim, liability, action, suits, procedures, damage, loss, costs, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your misuse of the Service, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. To the fullest extent permitted under law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter). You agree to cooperate with our defense of that claim.

Disclaimers; No Warranties

THE SERVICE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, PRODUCTS, SERVICES AND MATERIALS AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, THE VOCAB SYSTEMS ENTITIES DISCLAIM AND EXCLUDE ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, PRODUCTS, SERVICES AND MATERIALS AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

WITHOUT LIMITING THE FOREGOING, THE VOCAB SYSTEMS ENTITIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SERVICE AND ANY DOWNLOADABLE SOFTWARE, WEBSITE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE AND ANY DOWNLOADABLE SOFTWARE, WEBSITE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) REGARDING THE USE OF THE SERVICE AND ANY DOWNLOADABLE SOFTWARE, WEBSITE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OF SUCH MATERIAL OR DATA.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL THE VOCAB SYSTEMS ENTITIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE, EVEN IF THE VOCAB SYSTEMS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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, THE VOCAB SYSTEMS ENTITIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THE LIABILITY OF THE VOCAB SYSTEMS ENTITIES TO YOU IS LIMITED TO $100 OR THE AMOUNTS, IF ANY, PAID BY YOU TO USE THE SERVICE, WHICHEVER IS MORE. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER VOCAB SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN WHICH CASE SUCH LIMITATIONS SHALL APPLY TO YOU TO THE EXTENT PERMITTED IN SUCH JURISDICTION. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW, SUCH AS LIABILITY FOR INTENTIONAL VIOLATION OF THESE TERMS. NOTHING IN THESE TERMS AFFECTS YOUR LEGAL RIGHTS AS A CONSUMER.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Force Majeure

Vocab Systems shall be excused from performance under these Terms for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of:

  1. Inclement weather or acts of God;
  2. Acts of war, terrorism, insurrection, riots, civil disorders or rebellion;
  3. Quarantines or embargoes;
  4. Labor trouble;
  5. Acts of government or public bodies;
  6. Telecommunications, network, computer, server or Internet downtime;
  7. Unauthorized access to Vocab Systems’s information technology systems by third parties; or
  8. Other causes unforeseen by Vocab Systems and beyond our reasonable control.

Entire Agreement

These Terms, together with any applicable Additional Terms, and the Privacy Policy, as each may be amended as set forth herein, are the entire agreement between you and Vocab Systems relating to the subject matter herein. We may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent, which may be granted or withheld at our sole and absolute discretion. Any attempted assignment by you without such consent shall be null and void. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. No waiver of any of these Terms by Vocab Systems is binding unless authorized in writing by an executive officer of Vocab Systems. In the event that Vocab Systems waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of Vocab Systems to enforce such rights and terms at a later time.

Disclosures and Contact

The services hereunder are offered by:

Vocabulary Systems, Inc.
5733 Hollister Ave. Suite 7
Goleta, CA 93117 USA

In addition, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Language

These Terms of Service were written in English in the United States. To the extent that any translation of these Terms of Service conflict with the English version, the English version shall control.

Version 1.4 (May 25, 2018; minor updates)
Version 1.3 (November 28, 2017)