GENERAL

ChinesePod LLC ("Us" or "We") provides the ChinesePod site and various related services accessible through the Internet using a web browser (the "Site") to you, the Learner, as well as downloadable executable code (“Apps”), subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms "), as well as any other written agreement between us and you. In addition, when using particular services or materials on this site, Learners shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

We offer the use of the Site and its content to any citizens of legal age of countries other than Iran and North Korea. We do not grant any permission of use of any content if you are a citizen of Iran or North Korea, or if you are subject to any sanctions passed by the Security Counsel of the United Nations, or if your use of the Site requires the permission of the United States Office for Foreign Asset Control (OFAC).

We expressly reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms.

SUBSCRIPTION SERVICE

We offer the use of the Site to unregistered Learners, as well as registered Learners, and we may designate any of the content, at our sole discretion, to either free registered Learners or Learners that have entered into a subscription contract.

We make various services and content available on this site including, but not limited to, Chinese language-learning classes, videos, audio lessons, tests, and other services (the “Content”). You are responsible for providing, at your own expense, all equipment necessary to use the services, including a tablet, smart phone, computer, and Internet access. We make no representations to the quality, accuracy or suitability of the Content and Apps.

We reserve the sole right at any point in time to either modify or discontinue the site, including any of the site's features, with or without notice to you. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then-current services on this site shall also be subject to these Terms.

PROVISION OF CONTENT

The Content and Apps are provided for the sole use by you and you only, with no permission to copy, reproduce, license, sublicense or pass on in any form. You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this Site or Apps. By singing on with your browser or by registering with a specific identifier and a password (the “Credentials”), or by employing the services of a provider that handles identification of an individual user, you give us the irrevocable permission to store all data about you, your conduct on the site and any information relevant to your use of the site, such as your IP address, and store all transactions and information in a data collection (the “Account”) residing on servers operated or contracted by us. You warrant and represent that, once registered, you will not provide your Credentials to any third party, nor will you permit any third party to use Credentials they may have obtained through other ways to use your Account. For your convenience, we may store an identifying token (the “Cookie”) on your web browser to identify you when returning to the site for your own convenience, avoiding the need to provide Credentials each time you visit the site.

TRUE IDENTITIES

By registering on our site, you warrant and represent that (a) the name you are stating in any fields designated Name or First Name or Last Name is your truthful legal name, as spelled in your government issued identity documents, and (b) your email address and user name does not impersonate or otherwise suggest any identity other than your true own one.

CHILDREN

Collecting personal information from children under the age of 18 is prohibited, therefore minor children are not eligible to use the site, and we ask that they do not submit any personal information to us.

FAIR USE POLICY

You are granted access to ChinesePod’s content and services under the policy of Fair Use, specifically for your personal use within limitations of access customary for normal consumption of learning content. You warrant and represent that you (a) will not download amounts of content beyond what is typically needed for your own use, which is one lesson per day. If our Site or Apps permit the download of content for offline use, your right is limited to a window of 14 days, half of which is content you already studied for reference and future content you may want to study going forward. You warrant and represent that you will delete any content beyond the limits described above, and you will cooperate with any investigations we may decide to initiate and provide all information about any of your conduct or conduct you have personal knowledge of that may violate these Terms or any laws of any country that the services of the Site are offered in.

PAID SUBSCRIPTIONS

If you order a paid subscription on our Site, the services associated with your subscription will be made available for the period subscribed to by you, typically per month, per quarter or per year. All of the time frames described are based on the Gregorian calendar, and any dates relevant to services are dates relating to Eastern Standard Time, with the end of day concluding at midnight New York time. We expressly reserve the right to deny, discontinue, or limit, all or parts of the services in you are delinquent in any payments owed to us. Such limitations do not relieve you from paying the amounts owed until you properly terminate the services in accordance with these Terms.

REFUND POLICY FOR SUBSCRIPTIONS

We provide you the right to cancel any of our subscriptions if you are not satisfied with our product within the first 30 days after you order the service, after which you have no right to any refund.

CANCELLATION AND NOTICES FOR SUBSCRIPTIONS

Your subscription automatically renews at the time of its expiration for another time period identical or substantially identical to the original period, and you authorize us to debit the method of payment provided to us (or any replacement method you provide any of the payment processors that we employ for the purpose of processing payments). Regardless whether we succeed in charging your account or not, a denied charge does not terminate your account, and you are obligated to settle any charges that result from subscriptions until cancelled in accordance with these Terms.

If you wish to cancel the service, you agree to do so in writing via registered letter sent to our company address at 246 West Broadway, New York NY 10013 (or any other address that is considered, under the laws of the State of New York, an address for service for legal notices). We may offer, at our sole discretion, other methods, i.e. cancellation options on our website, but we make no representations or warranties related to these services, they are only provided for your convenience and do not relieve you from transmitting your cancellation request in the appropriate form described above.

CREDIT BASED SERVICES

We may also offer services that charge you within a prepaid system and for which we require you to buy “Credits”. You are aware that such Credits are not an exchangeable currency, they are non refundable, and are forfeited if not used within a period of 360 days after purchase, which we may, at our sole discretion, extend or not.

TERMINATION OR RESTRICTION OF YOUR ACCESS

You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

CONDUCT ON SITE

We may invite Learners to participate in open forums and other communications platforms that allow Learners to share opinions and comments. If you decide to participate by submitting any comments, you are solely responsible for the substance of your communications. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content - including text, communications, software, images, sounds, data, or other information - that:

1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies,
2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability,
3. infringes on any patent, trademark, trade secret, copyright, the common personality rights, the right of publicity, or another proprietary right of any third party,
4. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling,
5. contains malicious software, viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party, or
6. impersonates any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the site. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this site. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content.

INTELLECTUAL PROPERTY INFORMATION

Any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed on the Site or Apps is the intellectual property owned by ChinesePod LLC, and protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You are only permitted to use the content as expressly authorized by us or the specific content provider. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us. You are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

PROCESS TO REPORT VIOLATIONS

If you believe that any of the content of the Site or any related platforms under the control of Chinesepod violates any rights that you believe you have, you may provide notice in writing to our corporate offices located at 246 West Broadway, New York NY 10013, (a) identifying in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed, (b) identify the material that you claim is infringing the copyrighted work listed as photo or “screen shot”, provide information reasonably sufficient to permit us to contact you by both a legal postal address of service (no P.O. box) as well as an address for electronic communications (email), (c) include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law" and (d) include a written statement and your signature below "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.", for adjudication as provided in the Digital Millennium Copyright Act.

DISCLAIMER OF WARRANTIES

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through this site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized ChinesePod LLC spokesperson speaking in his/her official capacity.

You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on this site are provided "as is" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend, indemnify, and hold us and our affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

SECURITY AND PASSWORD

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account.

E-MAIL, MESSAGING, BLOGGING, AND CHAT SERVICES

We may make email, messaging, blogging, or chat services (collectively, "Communications") available to users of our site, either directly or through a third-party provider. We make available separate supplemental agreements characterizing the relationship between you and us that, except where expressly noted or contradictory, includes these Terms.

We will not inspect or disclose the contents of private Communications except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under the Electronic Communications Privacy Act, or as other required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as "Spam") and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

NTERNATIONAL USE

Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

TERMINATION OF USE

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons thereof, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

GOVERNING LAW

This site (excluding any linked sites) is controlled by us from our Principal offices in New York, NY, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Delaware, by accessing this site both of us agree that the statutes and laws of the State of New York, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the State of Delaware with respect to such matters.

ENTIRE AGREEMENT

These Terms constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms, these Terms shall take precedence.

MISCELLANEOUS

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

CONTACT INFORMATION

ChinesePod LLC
246 West Broadway
New York NY 10013

212-666-8000
legal@chinesepod.com