Terms of Service
Last Revised: March 28, 2012
Welcome to Livemocha.com (“Site“), which is owned and operated by Livemocha, Inc. The following Terms of Service (“Agreement“) governs your access to and use of the Site and the services made available from the Site (the Site and any services made available from the Site, the “Service”). Please review the entire Agreement carefully. The Service is operated by Livemocha, Inc. and its corporate affiliates (collectively, “us“, “we” or “Livemocha“). By accessing or using any portion of the Service, you signify that you have read, understand and agree to be bound by this Agreement, including all Livemocha policies that apply to your use of the Service.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
Livemocha reserves the right, in its sole discretion, to change, modify, add, or delete portions of this Agreement at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the changes for your use of the Service after the effective date of those changes. If you do not agree to abide by this Agreement or any future version of this Agreement, your sole remedy is to not use or access the Service. It is your responsibility to regularly check the Site to determine if there have been changes to this Agreement and to review such changes.
Use of the Service is void where prohibited. By using the Service, you represent and warrant that you agree to and will abide by all of the terms and conditions of this Agreement. Children under 13 are only authorized to use the Service with the written authorization by a school or other educational organization that registers that child. Self-registration by children under 13 is strictly prohibited.
To access and use the Service, you must register for an account. When registering, you must fill in all mandatory fields with true, accurate, current and complete information about yourself as prompted in the registration form and maintain and promptly update this information to keep it true, accurate, current and complete. Livemocha has the right to suspend or terminate your account and refuse any and all current or future use of the Service if it suspects that such information is untrue, inaccurate, not current or incomplete.
Subject to the terms and conditions of this Agreement, Livemocha grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to participate in the Livemocha language learning community as intended and made available by Livemocha. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to you.
5. Term and Termination
This Agreement will remain in full force and effect while you use any portion of the Service or have a Livemocha account. Livemocha may terminate your account at any time, for any reason, without warning. Even after your account is terminated, this Agreement will remain in effect. You may terminate your account at any time, for any reason, by contacting us by email at firstname.lastname@example.org. Requests account termination may be made in writing to:
Livemocha, Inc – Account Termination
1011 Western Ave.
Suite #1000 (Floor 10)
Seattle WA 98104
United States of America
Registration for a Livemocha account and access to selected features of the Service are currently provided to you free of charge. Livemocha may charge fees for access to certain portions of the Service or services available via the Service (“Paid Services”), and will notify you of those fees at the time that we offer you a Paid Service. Unless you have access to Paid Services via a current Livemocha enterprise subscription agreement between Livemocha and your employer or another entity, by electing to access a Paid Service you authorize Livemocha to direct its third party payment processor to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for your use of that Paid Service in US dollars, including all applicable taxes. If Livemocha does not receive payment from your credit card provider, you agree to pay all amounts due upon demand and Livemocha may suspend your access to the Paid Services or to the Service. You may cancel your use of a Paid Service or your account at any time. All sales are final and Livemocha will not issue refunds except as expressly provided in this Agreement. You acknowledge that Livemocha reserves the right to change its fees at any time.
At no time will you be charged without your prior knowledge and explicit consent.
The Service may include an opportunity for you to earn (including by completing actions or activities), buy, receive, or use a type of virtual currency (currently known as “Tokens”) to access certain content or other services available on the Service. You may be required to pay a fee using real-world money to obtain a license to use Tokens. Regardless of what we call them, Tokens are not real money, do not have monetary value, and may never be redeemed for “real world” money, or other items of monetary value from outside of the Service without Livemocha’s written permission. While Livemocha may use terms like “buy,” “purchase,” “sell,” or “earn” in reference to Tokens, this is only for convenience and such terms in no way indicate that Tokens have monetary value or are real money. You acknowledge that Tokens are not real currency and are not redeemable for any sum of money from Livemocha at any time. Livemocha makes no guarantee as to the nature, quality or value of the features of the Service or any content or services that will be accessible through the use of Tokens, or the availability or supply of Tokens.
Tokens and access to content or services obtained via the Tokens are provided to you under a limited, personal, revocable, non-transferable, non-sublicenseable license for use within the Service. Tokens and content or services obtained via the Tokens may not be transferred or resold in any manner. You have no property interest, right or title in or to any such Tokens or content or services accessed by using Tokens.
Tokens must be used by you within one year of the date of receipt. If you do not redeem your Tokens within one year of the date of receipt, and you still have an active Livemocha account, Livemocha may offer you an opportunity to convert any unused Tokens into access to content or services, or Livemocha may convert unused Tokens into access to content or services for you as determined by Livemocha in its sole discretion. All Tokens and related content or services are forfeited if your account or access to the Service is terminated or suspended for any reason, in Livemocha’s sole and absolute discretion, or if Livemocha discontinues availability of some or all of the Service.
Livemocha has no liability for hacking or loss of your Tokens, or content or services obtained via Tokens. Livemocha has no obligation to, and will not, reimburse you for any Tokens or any goods or services obtained via Tokens that are lost due to your violation of this Agreement. Livemocha reserves the right, without prior notification, to limit the quantity of Tokens or content or services for which you may redeem Tokens, and may refuse to provide you with any Tokens or associated content or services. Price, exchangeability, availability, and conversion value of Tokens are determined by Livemocha in its sole discretion and are subject to change without notice. Livemocha may differentiate between types of Tokens, including as to price, exchangeability, availability, and conversion value. You agree that Livemocha has the absolute right to manage, distribute, regulate, control, differentiate, modify, or eliminate Tokens as Livemocha sees fit in its sole discretion, including referring to Tokens by another name, and that Livemocha will have no liability for exercising that right. All redemption of Tokens for access to content or services is subject to availability. All redemptions are subject to this Agreement and all limitations and requirements stated via the Service.
You agree that under no circumstances is Livemocha liable to you for any damages or claims that may arise from the loss or use of your Tokens, regardless of the circumstances. You absolve Livemocha of any responsibility to maintain or update your Tokens account. However, if there is a loss of Tokens in your account due to technical or operational problems with the Service, Livemocha will refund the lost Tokens once the loss has been verified. Without limiting any of the foregoing, Livemocha’s maximum liability or responsibility to you is to refund the Tokens lost.
All acquisitions and redemptions of Tokens are final. Once a Token has been lost or redeemed, it will be subtracted from your account and cannot be refunded or returned, except in Livemocha’s sole discretion.
8. Livemocha Point Systems
Livemocha may offer you the opportunity to earn “Mochapoints,” “Teacher Score Points,” or other points by completing certain activities or events on the Service. These points are part of your user profile and can be used to determine your level of activity on the Service, but points have no redemption value.
The Service may include an opportunity for you to purchase a license to access one-on-one online language tutoring services (“Tutoring Credits”). Tutoring Credits may not be transferred or resold in any manner, including, without limitation, by means of any direct sale or auction service.
Tutoring Credits must be used by you within one year of the date of purchase. If you do not redeem your Tutoring Credits within one year of the date of purchase, and you still have an active Livemocha account, you may be offered an opportunity to convert any unused Tutoring Credits into access to other content or services, or Livemocha may convert unused Tutoring Credits into access to content or services for you as determined by Livemocha in its sole discretion. All Tutoring Credits are forfeited if your account or access to the Service is terminated or suspended for any reason, in Livemocha’s sole and absolute discretion, or if Livemocha discontinues availability of some or all of the Service.
Price, exchangability and availability of Tutoring Credits are determined by Livemocha in its sole discretion and are subject to change without notice. You agree that Livemocha has the absolute right to manage, distribute, regulate, control, modify or eliminate Tutoring Credits as Livemocha sees fit in its sole discretion, and that Livemocha will have no liability for exercising that right. All redemption of Tutoring Credits for access to tutoring services is subject to availability. All redemptions are subject to this Agreement and all limitations and requirements stated via the Service.
All purchases of Tutoring Credits are final. Once you have redeemed a Tutoring Credit, the Tutoring Credit will be subtracted from your account and cannot be refunded or returned, except in Livemocha’s sole discretion.
All Services are subject to availability. Class sizes may be limited and spaces made available on a first-come, first-served basis. Livemocha does not guarantee that any Service, including any Paid Service, will be available to you at the time you wish to use it.
11. Applicable Laws
You are required to comply with all applicable laws in connection with your access to and use of the Service, and such further limitations as may be set forth in any written or online notice from Livemocha. As a condition of your access to and use of the Service, you warrant that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. Use of the Service is for your personal and non-commercial use unless otherwise agreed in writing by Livemocha, and Livemocha does not grant you any express or implied rights to access or use the Service for any other purpose.
13. Disclosure Permission
If you have access to Paid Services via a Livemocha enterprise subscription agreement between Livemocha and your employer or another entity, you hereby permit Livemocha to provide reports regarding your usage of the Service, including personally identifiable information, to the subscribing entity during the term of that enterprise subscription.
You are responsible for maintaining the confidentiality of the password and username you provided during the registration process, and you are fully responsible for all activities that occur under your password or account. You agree to immediately notify Livemocha of any unauthorized use of your password or username or any other breach of security.
15. Storage; Inactive Accounts
You acknowledge that Livemocha may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that messages, lesson submissions, lesson progress, lesson data, lesson submission comments, or other uploaded content will be retained by Livemocha, the maximum number of messages or other content that may be sent from or received by an account on the Service, the maximum size of any message or other content that may be sent from or received by an account on the Service, the maximum disk space that will be allocated on Livemocha servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access Livemocha in a given period of time. You agree that Livemocha has no responsibility or liability for the deletion or failure to store any messages, lesson submissions, lesson progress, lesson data, lesson submission comments, or other uploaded content maintained or transmitted by Livemocha. You acknowledge that Livemocha reserves the right to deactivate your account if it is inactive for longer than one year.
All copyright rights in the text, images, photographs, graphics, user interface, and other content provided on the Service, and the selection, coordination, and arrangement of such content (“Content”), are owned by Livemocha or its third-party licensors to the full extent provided under the United States Copyright Act and all international copyright laws. Any reproduction, copying, or redistribution of the Content for commercial purposes is strictly prohibited without Livemocha’s prior written consent. Requests for permission to reproduce any Content must be made in writing to:
Livemocha, Inc – Content Licensing
1011 Western Ave.
Suite #1000 (Floor 10)
Seattle WA 98104
United States of America
17. Trademark and Service Mark Rights
All rights in the product names, company names, trade names, logos, and designs of all Livemocha or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Livemocha or their respective owners and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Service confers on you any license or right under any patent or trademark of Livemocha or any third party.
18. User Content and Communications
For any User Content that you upload to the Service, you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that User Content throughout the world in any media in order provide and promote the Service and Livemocha’s business. You retain all rights in your User Content, subject to the rights granted to Livemocha in this Agreement. You may modify or remove your User Content via your Livemocha account or by terminating your Livemocha account.
You agree not to upload to the Service or otherwise post, transmit, distribute, or disseminate through the Service any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, inflammatory, abusive, abusive, inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Livemocha’s or its partners’ products and services, as determined by Livemocha in its sole discretion; or (f) in Livemocha’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Service, or which may expose Livemocha, its affiliates, or users to harm or liability of any nature.
Although Livemocha has no obligation to screen, edit, or monitor any User Content, Livemocha reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice. You understand that by using the Service, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content. You further understand and agree that Livemocha may use or disclose any information related to you (including User Content) in order to investigate, prevent, or take action regarding activities that may be prohibited or unlawful, to exercise our legal rights under the Agreement, or otherwise to protect the rights and property of Livemocha or any third party.
19. Prohibited Uses Generally
Without limiting the foregoing, you agree not to:
- Harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- Use the Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service;
- Use automated scripts to collect information from or otherwise interact with the Service;
- Upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
- Upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends;
- Register for more than one account, register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity;
- Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
- Upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Upload, post, transmit, share, store or otherwise make publicly available on the Service any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- Solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
- Upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Intimidate or harass another;
- Upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- Use or attempt to use another’s account, service or system without authorization from Livemocha, or create a false identity on the Service.
- Upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Livemocha, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Livemocha or its users to any harm or liability of any type.
Violations of system or network security may result in civil or criminal liability. In accordance with this Agreement, Livemocha will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.
20. Member Disputes
You are solely responsible for your interactions with other members of the Livemocha community, including your interactions with any tutors or teachers. Livemocha reserves the right, but has no obligation, to monitor disputes between you and other members.
21. Third Party Software; Links to Third-Party Web Sites
Use of some portions of the Service, including certain Paid Services, requires you to download and install software from third party software vendors (“Third Party Software”). Livemocha is not responsible for any Third Party Software or your use of, or inability to use, any Third Party Software. Before you purchase any Paid Services that rely on the use of Third Party Software, you should confirm that you are able to download, install, and use that Third Party Software.
The Service may contain links to other websites (“Linked Sites“). Livemocha does not endorse, sponsor, recommend, or otherwise accept responsibility for any Linked Sites. In addition, Linked Sites are not under the control of Livemocha, and Livemocha 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. Livemocha is providing access to Linked Sites to you only as a convenience, and the inclusion of links to Linked Sites is not an endorsement by Livemocha in favor of any third party.
22. Notice of Copyright Infringement
Livemocha respects the intellectual property rights of others, and asks you to do the same. It is Livemocha’s policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact Livemocha’s copyright agent at the address below and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyright-protected work that you claim has been infringed; (c) the location on the Service of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you regarding your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. By submitting a copyright infringement notice, you acknowledge and agree that Livemocha or its copyright agent may forward the information you provide in this notice to the person who uploaded the allegedly infringing material.
You may write to Livemocha’s designated agent for notice of copyright infringement at:
Livemocha, Inc – Copyright Agent
1011 Western Ave.
Suite #1000 (Floor 10)
Seattle WA 98104
United States of America
By submitting a copyright infringement notice, you acknowledge and agree that Livemocha or its copyright agent may forward the information you provide in this notice to the person who uploaded the allegedly infringing material. Livemocha will remove any content that infringes upon the copyright of any person under the laws of the United States upon receipt of such a statement (or, more specifically, any statement in conformance with 17 U.S.C. § 512(c)(3)). United States law provides significant penalties for submitting such a statement falsely.
If you believe that your removed or disabled User Content is not infringing, or that you have the authorization or right to post and use that User Content from the copyright owner, the copyright owner’s agent, or pursuant to law, you may send a counter-notice containing the information required by Section 512(g)(3) of the Digital Millennium Copyright Act (17 USC § 512(g)(3)). Livemocha or its copyright agent will forward your counter-notification to the party who submitted the original copyright infringement claim. If the original claimant does not file an action seeking a court order to restrain you from engaging in infringing activity related to the removed or disabled User Content within 10 business days of receiving the counter-notice from Livemocha, then Livemocha may, in its sole discretion, reinstate the removed or disabled material.
23. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS.” LIVEMOCHA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER RELATING TO THE SERVICE, LINKED SITES, OR OTHER CONTENT THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SERVICE. LIVEMOCHA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIVEMOCHA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE, (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA MADE AVAILABLE ON THE SERVICE OR OTHERWISE BY LIVEMOCHA, AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY LIVEMOCHA OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
LIVEMOCHA MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, (a) THAT THE INFORMATION PROVIDED THROUGH THE SERVICE WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (b) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (c) THAT DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; OR (d) THAT THE CONTENT ON THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THIS SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND LIVEMOCHA DISCLAIMS ALL RESPONSIBILITY FOR THESE CHANGES.
24. Limitation of Liability
IN NO EVENT WILL LIVEMOCHA OR ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICE OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH USE OF THE SERVICE, YOU RELEASE LIVEMOCHA FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.
THE MAXIMUM TOTAL LAIBILITY OF LIVEMOCHA, ITS LICENSORS AND SUPPLIERS TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, IS THE LESSER OF (A) THE AMOUNT RECEIVED BY LIVEMOCHA FROM YOU DURING THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) $100. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND LIVEMOCHA. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
These limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Livemocha has been advised of the possibility of such damage, and even if any limited remedy fails of its essential purpose. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Livemocha’s liability in such jurisdictions will be limited to the extent permitted by law.
You will indemnify, defend and hold Livemocha and its licensors, suppliers, and processors harmless (and our respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to your use of the Service or any activity on the Service via your account, your violation of this Agreement, or your violation of any rights of a third party through use of the Service.
26. Choice of Law and Forum
This Agreement is governed by the laws of the State of Washington. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and will not apply to this Agreement or any transactions under this Agreement. If there is any dispute between us concerning the Agreement or your access to or use of the Service, we both agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in King County, Washington for the purpose of litigating all such claims or disputes.
If you provide feedback to Livemocha regarding the Service (“Feedback”), you authorize Livemocha to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a perpetual and irrevocable license to use the Feedback in any manner and for any purpose.
28. No Waiver
The failure of Livemocha to enforce any provisions of the Agreement or respond to a breach by you or other parties will not in any way waive Livemocha’s right to enforce subsequently any terms or conditions of the Agreement or to act with respect to similar breaches.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Livemocha as a result of the Agreement or your access to and use of the Service. A printed version of the Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Unless otherwise specified herein, the Agreement constitutes the entire agreement between you and Livemocha and governs your use of the Service. If any portion of the Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.