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Terms of Service
 

      Welcome to Speakado.com, Inc.’s (“Speakado”) website (the “Site”). By using or accessing the Site and the services provided through or accessed on the Site (collectively, the “Services”), you are agreeing to be bound by the following terms and conditions ("Terms of Service"), and in return, Speakado grants you a personal, non-transferable and non-exclusive limited license to access and use the Services:  

Basic Terms 

1.    You must comply with all the terms of these Terms of Service in order to use the Services.  

2.    You must be 13 years or older to use the Services.  

3.    Should you create a login and apply for an account (a “Speakado Account”), you must provide accurate and complete registration information, and you are responsible for any activity that occurs under your username.  

4.    You are responsible for keeping your password secure.  

5.    You must not use the Services to abuse, harass, threaten, impersonate, intimidate or otherwise violate the legal rights (including rights of privacy and publicity) of others.  

6.    You must not use the Services for any illegal or unauthorized purpose. International users agree to comply with all local laws regarding online conduct and acceptable content.  

7.    You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio and video clips, or links ("Content") that you submit, post, display and/or distribute on or through the Services.  

8.    You must not modify, adapt, create derivative work of, reverse engineer, or hack the Site or the Services (including any of its subpages or software provided on or through the Site) or modify another website so as to falsely imply that it is associated with Speakado.  

9.    You must not create or submit unwanted email to any of Speakado’s members ("Spam").  

10.  You must not transmit any worms or viruses or any code of a destructive nature.  

11.  You must not, in the use of the Services, violate any laws in your jurisdiction (including, but not limited to, proprietary rights and copyright laws).  

     Violation of any of these Terms of Services will result in the termination of your Speakado Account. While Speakado prohibits such conduct and content on its Site, you understand and agree that Speakado cannot be responsible for the Content posted on its Site by members, and you nonetheless may be exposed to such materials and that you use the Services at your own risk.  

General Conditions 

1.    We reserve the right to modify or terminate the Services for any reason, without notice, at any time.  

2.    We reserve the right to alter these Terms of Service at any time. If the alterations constitute a material change to the Terms of Service, we will notify you via internet mail. What constitutes a "material change" will be determined at our sole discretion, in good faith and using common sense and reasonable judgment.  

3.    We reserve the right to refuse service to anyone for any reason at any time.  

4.    We may, but have no obligation to, remove Content and accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service. In addition, you agree that any Content you provide shall not contain any links to any of your affiliate websites (directly or indirectly)(such link, an “Affiliated Link”), and you agree that whether any such link constitutes an Affiliated Link shall be determined by Speakado, in its sole discretion.  

5.    We encouraged you to use discretion while browsing the Internet using links initiated at the Site. Links presented on the Site may unintentionally lead to other sites containing information that some people may find inappropriate or offensive; sites which contain inaccurate information, false or misleading advertising; or sites containing information which violates copyright, libel or defamation laws.  

6.    You agree and acknowledge that you have no expectation of privacy with respect to the Internet in general. For more information on Speakado’s privacy policy, please visit http://www.speakado.com/privacy.html.

7.    These Terms of Services are effective as of the time you first access the Site and shall continue in full force and effect until terminated as follows:  

1.    You may terminate your Speakado Account for any reason or no reason at any time. In the event you have registered for a Speakado Account to use the Services, once you terminate your membership, you shall have no further rights or privileges to use the Services; or  

2.    Speakado may terminate your Speakado Account and access to or use of the Services for any reason or no reason, with or without notice, at any time.  

Proprietary Rights 

1.    Speakado’s Trademarks. Unless there is a written agreement between you and Speakado, you understand and agree that nothing in these Terms of Service gives you the right to use Speakado’s trademarks, tradenames, service marks, logos, domain names, and any other distinctive brand features.  

2.    You own your Content. We claim no intellectual property rights over the Content you provide to the Services through your Speakado Account. Your profile and materials uploaded remain yours.  

3.    You give Speakado permission to use your Content. By submitting any Content to the Site, you agree to grant Speakado and its users permission to access and use your Content. As such, you hereby grant to Speakado a non-exclusive, worldwide, assignable, sublicensable, royalty-free license to publish, use, reproduce, distribute, transmit, adapt, modify, create derivative of, provide user access to, publicly perform and publicly display, in every manner and medium now or hereafter known, any and all Content (in whole or in part) solely for the purpose for which such Content was submitted. This license shall be in effect for so long as such Content remains on the Site, and will terminate at the time you or Speakado removes such Content from the Site. Speakado shall have no obligation to use or take any action with respect to any Content.  

4.    You can notify Speakado of possible copyright infringement. Speakado undertakes to obey all relevant copyright laws. We will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide us with the following:  

1.    A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;  

2.    A description of the copyrighted work or other intellectual property that you claim has been infringed;  

3.    A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit Speakado to locate the material;  

4.    Your contact information, including your address, telephone number, and email;  

5.    A statement by you that you have 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  

6.    A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.  

7.    Claims can be sent to copyright@Speakado.com. Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act (DMCA).  

5.    Your Comments. By submitting ideas, comments, suggestions, documents, and/or proposals ("User Comments") to Speakado through the Services, you agree to grant Speakado permission to use or disclose (or choose not to use or disclose), without any restriction or limitation, any such User Comments for any purpose, in any way, in any media worldwide. In order to allow Speakado to use your User Comments, you acknowledge and agree that: (a) Speakado is not under any obligation of confidentiality, express or implied, with respect to such User Comments; (b) Speakado may have under consideration or in development something similar to such User Comments already; and (c) you are not entitled to any compensation or reimbursement of any kind from Speakado under any circumstances for such User Comments.  

Limitations and Exclusions 

     SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO ONLY THE LIMITATIONS AND EXCLUSIONS BELOW WHICH ARE LAWFUL IN OUR JURISDICTION WILL APPLY TO YOU, AND SPEAKADO'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT OF THE LAW.  

1.    DISCLAIMER OF WARRANTIES.  

1.    SPEAKADO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, IN RELATION TO THE SITE OR THE SERVICES.  

2.    SPEAKADO DISCLAIMS (a) ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR AVAILABILITY OR OPERABILITY OF INFORMATION OR MATERIALS DISPLAYED ON THE SITE OR ANY OF ITS SUBPAGES; (b) ANY AND ALL RESPONSIBILITY FOR THE CONDUCT OF ANY USER OF THE SITE OR ANY VISITOR OF THE SITE; (c) ANY AND ALL RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL; AND (d) ANY AND ALL RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERICAL ON THE INTERNET THROUGH THE SITE OR ANY OF ITS SUBPAGES.  

3.    YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SPEAKADO MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR WILL IN ANYWAY MEET YOUR REQUIREMENTS OR EXPECTATIONS.  

2.    LIMITATION OF LIABILITY.  

1.    UNDER NO CIRCUMSTANCES WILL SPEAKADO BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ANY LOSS OF DATA, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE SITE, THE SERVICES, THE USE OF THE SITE OR THE SERVICES, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, (i) YOUR USE OR INABILITY TO USE THE SITE AND/OR THE SERVICES; (ii) ANY CHANGES TO OR INACCESSIBILITY OR TERMINATION OF THE SITE AND/OR THE SERVICES; (iii) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISION OR DATA; (iv) ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR NOT RECEIVED; (v) ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE AND/OR THE SERVICES; OR (vi) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE AND/OR THE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF TORT OR OTHERWISE, AND WHETHER OR NOT SPEAKADO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMIATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON SPEAKADO, THE SITE AND/OR THE SERVICES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.  

2.    IF YOU ARE DISSATISFIED WITH THE SITE AND/OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SITE AND/OR THE SERVICES.  

Indemnification 

      YOU AGREE TO HOLD HARMLESS AND INDEMNIFY SPEAKADO, ITS STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY ACTION, CAUSE CLAIM, SUIT, JUDGMENT, DAMAGE (ACTUAL AND CONSEQUENTIAL), DEBT, DEMAND, EXPENSE OR LIABILITY (INCLUDING REASONABLE COSTS AND ATTORNEY’S FEES) OF EVERY KIND AND NATURE, ASSERTED BY ANY PERSON, ARISING FROM OR IN ANY WAY RELATED TO (i) THE CONTENT YOU SUBMIT, TRANSMIT, POST OR OTHERWISE MAKE AVAILABLE THROUGH THE SERVICES; (ii) ANY VIOLATION BY YOU OF THESE TERMS OF SERVICES; OR (iii) ANY VIOLATION BY YOU OF ANY RIGHTS OF ANOTHER.  

Miscellaneous 

1.    The terms of the sections labeled “General Conditions,” “Proprietary Rights,” “Limitations and Exclusions,” “Indemnification,” and “Miscellaneous” shall survive any termination or expiration of these Terms of Services.  

2.    These Terms of Services shall be governed by and construed in accordance with the laws of the State of California. You and Speakado agree to submit to the exclusive jurisdiction of the courts located within the county of Los Angeles, California to resolve any legal matter arising from the Terms. Notwithstanding the foregoing, you agree that Speakado shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.  

3.    No waiver of any term, provision or condition of these Terms of Service in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. You agree that if Speakado does not exercise or enforce any legal right or remedy which is contained in the Terms of Service (or which Speakado has the benefit of under any applicable law), this will not be taken to be a formal waiver of Speakado’s rights and that those rights or remedies will still be available to Speakado.  

4.    These Terms of Services constitutes the complete and exclusive statement of the agreement between the parties with respect to the Site and the Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Site and the Services.  

5.    If any action in law or in equity is necessary to enforce the terms of these Terms of Service, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.  

6.    The provisions of these Terms of Services are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.  

7.    No provisions of these Terms of Services are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any user, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to these Terms of Service; except that section labeled “Indemnification” is intended to benefit Speakado and its stockholders, officers, directors, employees, and agents.  

8.    Speakado may assign its rights and duties under these Terms of Services to any party at any time without notice to you. You may not transfer or assign any of your rights and duties under these Terms of Service without the prior written consent of Speakado.  

9.    You agree that Speakado may provide you with any notices by e-mail, regular mail, or postings through the Site.