Last Modified: July 11, 2011
Lingospot offers algorithmic publishing software and services to help you better organize, target and serve both your own content and third party aggregated content.
These Terms are a legally binding contract between you and Lingospot, Inc., located at 15206 Ventura Blvd, Ste 209, Sherman Oaks, CA 91403, USA. Lingospot, Inc. provides the Services (as defined below) to you subject to and conditioned upon your acceptance of these Terms.
BY ACCESSING AND USING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE SERVICES.
Lingospot may update and change any or all of these Terms. If we update or change these Terms, we will post the updated Terms at http://corp.lingospot.com/terms/. The updated Terms will become effective and binding on the fifth business day after they are posted. When we change these Terms, we will modify the “Last Modified” date above. We encourage you to review these Terms periodically.
Description of the Services
Lingospot provides users with access to a rich collection of software, services, tools, and resources, including without limitation to Lingospot Editor, Lingospot Mixer, Lingospot Finder, Lingospot Spotlight, Lingospot Insights, TopicSpotter, Topic Manager, auto-publishing and social sharing tools, reporting tools, APIs, and other information, content, and services, which may be accessible through any medium or device now known or hereafter developed (the “Services”). The Services to which you have access depends on the productsubscription plan(s) that you choose. Your Lingospot subscription will includes the features that are described on the Lingospot, Inc. website for the product for which you subscribe. The Services that are available may change from time to time, and Lingospot, Inc. may choose to discontinue some or all of the Services, in its discretion.You understand and agree that the Services may include certain communications from Lingospot, Inc. or its agents or partners, such as service announcements and administrative messages, and that these communications are considered part of your Lingospot subscription and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new Lingospot products, shall be subject to these Terms.
Your Lingospot subscription is billed promptly upon your completion of the signup process. The subscription is automatically renewed and billed on successive billing dates.Your subscription can be canceled for any reason, effective at the end of your current billing period. To cancel, please call us at 1-310-475-1600. No refunds of pre-paid subscription fees will be made.Note: if you cancel your subscription, you will not have access to the Services after the effective date of your cancellation. Lingospot, Inc. may, in its sole discretion, delete all of your data, images, content, and information immediately upon the effective date of cancellation.Payment for additional fees such as setup/configuration fees are due at the start of the engagement with no refunds.
Intellectual Property Rights
You acknowledge that Lingospot owns all rights, title and interest, including without limitation all rights under appropriate patent law, copyright law, moral rights law, publicity rights law, privacy rights law, and any and all other proprietary rights, in and to the Services and that you will not acquire any rights, title, or interest in or to the Services except as expressly set forth in these Terms. Except as expressly provided herein, these Terms do not transfer from Lingospot to you any Lingospot intellectual property, and all rights, title, and interest in and to such properties will remain solely with Lingospot.
License Grant and Restrictions of Use
Lingospot, Inc. grants you a worldwide, non-transferable, non-sublicensable and non-exclusive right and license to use the Services that correspond to the subscription you have purchased, on these Terms. You acknowledge that the Services and Lingospot software, its structure, organization and source code are the property and constitute valuable trade secrets of Lingospot and its suppliers. Lingospot and its suppliers reserve all rights in and to the Services.Your license to use the Services is conditioned upon your representations and warranties that:
- you will not (and will not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code;
- you will not sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Services in any way, or;
- you will not “frame” or “mirror” any of its content in any other server or wireless or Internet-based device
- you will not use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Services in a manner that sends more request messages to the Lingospot, Inc. servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
- you will not use the Services in any manner that could damage, disable, overburden, or impair any Lingospot, Inc. website or interfere with any other party’s use and enjoyment of the Services;
- you will not modify software made available to you through the Services in any manner or form, nor use modified versions of the Services or software, including (without limitation) for the purpose of obtaining unauthorized access to the Services;
- you will not to access the Services by any means other than through the interface that is provided by Lingospot, Inc. for use in accessing the Services;
- you will not obtain or attempt to obtain any materials or information through any means that Lingospot, Inc. has not intentionally made available or provided; and
- you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices.
Any unauthorized use of the Services may violate patent, copyright, trademark, and other laws. You agree to cooperate with Lingospot, Inc. to prevent any unauthorized copying of the Services.
Your use of the Services is subject to and expressly conditioned on your compliance with these Terms. If you fail to comply with the Terms or any other guidelines and rules published by Lingospot, Inc., we may terminate and/or suspend your access to any portion of the Services. Any such termination or suspension shall be in Lingospot, Inc.’s sole discretion and may occur without prior notice, or any notice. Lingospot, Inc. further reserves the right to terminate or suspend any user’s access to the Services or to any portion of the Services in response to any conduct or activity that Lingospot, Inc., in its sole discretion, believes is or may be directly or indirectly harmful to other users (including but not limited to distributed denial of service (DDoS) or other attacks directed at your website), to Lingospot, Inc. or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. Lingospot, Inc. further reserves the right to terminate or suspend any user’s access to the Services, or to terminate the Services in their entirety, for any reason or for no reason at all, in Lingospot, Inc. sole discretion, without prior notice, and with no liability to you.Upon termination, you shall immediately cease use of the Services. Sections 4, 6, 8, 9, 12, 14, 15 and 16 of these Terms shall survive termination.
Customer Support for your subscription is included in your monthly subscription fee. The level of support to which you are entitled depends on the subscription plan that you choose, and is described Lingospot, Inc. website for the product for which you subscribe.Phone support for the Services is available 9AM to 7PM Pacific Standard Time (GMT-8), Monday through Friday, excluding US national holidays. We accept support ticket submission over the web 24 Hours per Day x 7 Days per Week athttp://support.lingospot.com. We attempt to respond to support tickets within one business day; in practice, our responses are generally even faster, however, we do not promise or guarantee any specific response time.
Access to APIs
The Services may include access to application programming interfaces (“APIs”). You acknowledge and agree that Lingospot, Inc. may, in its sole discretion, limit, throttle, suspend or terminate your access to or usage of APIs, or change any of the API specifications, protocols, or methods of access for any or no reason, and Lingospot, Inc. will bear no liability for such decisions. It is solely your responsibility at all times to backup your data and to be prepared to manage your accounts and conduct your business without access to the APIs.LINGOSPOT, INC. DOES NOT REPRESENT OR WARRANT, AND SPECIFICALLY DISCLAIMS, THAT ANY APIs WILL BE AVAILABLE WITHOUT INTERRUPTION OR WITHOUT BUGS.
You agree that we can use your company name and logo in connection with marketing and promoting the Services.
Use of Communications Services
The Services may include bulletin board services, chat areas, news groups, forums, communities, and/or other message or communication facilities that enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are appropriate and related to the particular Communication Service, as determined by Lingospot, Inc. in its sole discretion. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
We reserve the right to review materials posted to a Communication Service and to remove any materials in our sole discretion but undertake no obligation to monitor the Communication Service. We reserve the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
We reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.
Always use caution when giving out any personally identifying information about any person in any Communication Service. We do not control or endorse the content, messages or information found in any Communication Service and, therefore, Lingospot, Inc. specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Communication Service managers and hosts are not our authorized spokespersons, and their views do not necessarily reflect our views.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
Customer Data Confidentiality
User Submitted Content
Lingospot, Inc. does not claim ownership of the content you provide, or post, upload, input or submit through the Services (collectively “Submissions”). By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
Links To Third Party Content
The Services may contain links to third-party websites (“Linked Sites”). The Linked Sites are not under our control and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. We are not responsible for webcasting or any other form of transmission received from any Linked Site. The Services may also contain modules that display third party content, such as videos, photos, maps, etc. Lingospot will make reasonable commercial effort to adhere to the posted API and other restrictions of use of such content, but will not be held liable for any misuse of content or infringement on intellectual property or any other rights of third parties by you. You are encouraged to carefully review the content rights of third party content, prior to using it as part of the Services.
Disclaimers; Limitations of Liability
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE SERVICES. LINGOSPOT, INC. AND/OR OUR LICENSORS AND SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SERVICES AT ANY TIME. ADVICE RECEIVED VIA THE SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.LINGOSPOT, INC. AND/OR OUR LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS AVAILABLE THROUGH THE SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. LINGOSPOT, INC. AND/OR OUR LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.LINGOSPOT TAKES COMMERCIALLY REASONABLE EFFORTS TO PROTECT THE PRIVACY AND SECURITY OF THE INFORMATION THAT YOU PROVIDE TO US OR THAT YOU COLLECT OR SUBMIT WHILE USING THE SERVICES. THE TRANSMISSION OF DATA OR INFORMATION (INCLUDING COMMUNICATIONS BY E-MAIL) OVER THE INTERNET OR OTHER PUBLICLY ACCESSIBLE NETWORKS IS NOT SECURE AND IS SUBJECT TO POSSIBLE LOSS, INTERCEPTION, OR ALTERATION WHILE IN TRANSIT. MOREOVER, BECAUSE NO SYSTEM CAN BE 100% SECURE, WE DISCLAIM ALL WARRANTIES REGARDING THE SECURITY OF THE SERVICES. IN NO EVENT WILL WE BE LIABLE IN ANY WAY IF INFORMATION THAT YOU PROVIDE TO US OR COLLECT THROUGH THE SERVICES IS INADVERTENTLY RELEASED BY US OR ACCESSED BY THIRD PARTIES WITHOUT OUR AUTHORIZATION OR CONSENT.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LINGOSPOT, INC. AND/OR OUR LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LINGOSPOT, INC. OR ANY OF OUR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, LINGOSPOT, INC. IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF LINGOSPOT, INC. AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS OR LICENSORS SHALL IN ALL CASES BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS ($5,000.00) OR THE TOTAL AMOUNTS ACTUALLY PAID BY YOU FOR THE SERVICES IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
YOU UNDERSTAND AND AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, LINGOSPOT, INC. WOULD NOT PROVIDE THE SERVICES TO YOU.
You agree to indemnify and hold Lingospot, Inc. (and its officers, directors, employees, agents, affiliates, and licensors) harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are “Claims”) by a third party arising out of (a) your use of the Services; (b) your noncompliance with or breach of any of these Terms, or (c) the unauthorized use of the Services by any other person using your user information. At Lingospot, Inc.’s option, you shall assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Lingospot, Inc. may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you shall not settle any such Claim without Lingospot, Inc.’s prior written consent).
To the maximum extent permitted by law, these Terms are governed by the laws of the State of California, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in Los Angeles, California, U.S.A. in all disputes arising out of or relating to the use of the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph.You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Services.Lingospot, Inc.’s provision of the Services is subject to existing laws and legal process, including our rights and obligations to cooperate and comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
Unless otherwise expressly stated herein, these Terms constitute the entire agreement between you and us with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Lingospot, Inc. with respect to the Services.
A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
The parties agree that any notices of a dispute or other communications addressed to Lingospot, Inc. will be sent by certified or registered mail, return receipt requested to:
15206 Ventura Blvd, Ste. 209
Sherman Oaks, CA 91403
USANotices shall be deemed delivered as of the date of signing of the return receipt or the first date of a refusal to sign.