Terms of Use

Last Updated: July 11, 2011

The following terms and conditions constitute an agreement between you and Voxy, Inc. (“Voxy,” “we,” or “us”), the owner and operator of www.voxy.com (the “Site”). This agreement (the “Terms of Use”) governs your use of the Site and all services offered on, through or in connection with the Site, including via mobile application (the “Services”). BY USING THE SITE, SERVICES AND/OR BY REGISTERING WITH US, YOU SIGNIFY THAT YOU AGREE TO THE TERMS OF USE, including that you consent to the information practices disclosed in our Privacy Policy, which is incorporated herein by reference, and that you consent to resolve in New York State, USA any dispute that you may have with us, the Site or any of the Services. Please note that we offer the Site and Services “AS IS” and without warranties.

1. Changes To The Terms Of Use

We may change the Terms of Use at any time, as we reasonably deem appropriate. Upon any change in the Terms of Use, we will post the amended agreement on the Site with notice of the changes and/or email or send you a “short message service” (“SMS”) via mobile telephone notifying you of the nature of the modifications and providing a link to the modified document for your review. Your continued use of the Site or Services following such posting or notification shall constitute your affirmative acknowledgement of the modification and your agreement to abide and be bound by the Terms of Use, as amended. If at any time you choose not to accept the Terms of Use, including following any posting or notification of modifications hereto, then you agree not to use the Site or Services.

2. The Site And The Services

On, through or in connection with the Site, we may offer contextual lessons, quizzes, games, questions, practice exercises and similar services designed to help users learn new languages and enhance their foreign language proficiencies (the “Services”). Some of the Services are accessible without registering with us, but to actively engage with Voxy, you must register as a member. We may from time to time add new services to the Services, substitute a new service for one of the existing Services, discontinue or suspend one of the existing Services or offer the Services via new or different platforms. Information about any Service changes will be included on the Site, and the users of new or different services will be governed by the Terms of Use. You agree that Voxy will not be liable to you or to any third party for any suspension or discontinuation of any Services accessibility thereto.

3. Registration & Your Personal Information

As part of the registration process, you will create a username and password. The username and password that you provide are your credentials (“Credentials”) for accessing the Services that are only available to members. In order to register, you must also provide certain personal information about yourself. The Voxy Privacy Policy explains the information practices that apply to this and other personal information we have about you, as well as any choices you can make about the ways this information is used. Please review it carefully.

4. Subscriptions & Payments

Certain of the Services are only available for corresponding fees and require you to purchase a subscription thereto (a “Subscription”). In connection with any and all Subscriptions that you select to purchase, payment in is due and payable to Voxy immediately upon sale, must be remitted by valid MasterCard, Visa, Discover, American Express or Paypal account. In extraordinary circumstances, as determined in our sole discretion, we may accept payment by money order. All Subscription purchases are subject to the Terms of Use and any additional terms and conditions, including any fees, imposed by your financial services provider and/or mobile carrier, as applicable. By providing your account information in connection with any Subscription, you hereby authorize Voxy to debit the total cost of said Subscription and agree to be responsible for all associated charges. You represent and warrant that all information you provide in connection with the purchase of a Subscription is true, accurate and complete. We reserve the right to offer Subscriptions for the durations and at the corresponding costs that we determine appropriate, in our sole discretion. Subscriptions may be subject to auto-renewal, as determined in our sole discretion. We will notify you prior to purchase of any Subscription subject to auto-renewal, and by purchasing any such Subscription, you hereby authorize Voxy to debit the corresponding fee from your account at the corresponding intervals in perpetuity, unless and until you cancel the Subscription by logging into your Voxy account or clicking here. All payments are non-refundable, regardless of user satisfaction.

5. Your Responsibilities

You are responsible for all your uses of the Site and the Services and for all uses of your Credentials, including use by others to whom you have given your Credentials. You are responsible for keeping your password confidential and for notifying us immediately if your password has been hacked or stolen. You may notify us by clicking here. You may use the Site and the Services for lawful, non-commercial purposes only. You may not use the Site or the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts or computer or mobile systems or networks, through hacking, password mining or by any other means. Without limiting anything else contained herein, you agree that you shall not (and you agree not to allow any third party to):

>Copy, modify, adapt, translate, or reverse engineer any portion of the Site, its content or materials or otherwise tamper with the Services;

>Remove notices of or citations to any copyright, trademark or other proprietary rights contained in or on the Site or in any content or other material available on or through the Site or the Services;

>Use any robot, spider, website search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site or the Services;

>Reformat or frame any portion of the web pages that are part of the Site or the Services;

>Create user accounts by automated means or under false or fraudulent pretenses; or

>Collect or store personal data about other users in connection with the prohibited activities described in this paragraph.

We may take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce the Terms of Use.

6. Additional Terms

Certain of the Site’s Services may have additional terms (such as policies, guidelines, and rules) that will further govern your use of that particular Service and supplement the Terms of Use. If you choose to use any such Services, you will be presented with any relevant additional terms and conditions at that time. By using those Services, you agree to comply with such additional guidelines and rules.

7. Links

The Site may contain advertisements and/or content hyperlinks to other websites (“Third Party Sites”). These links are provided solely for the convenience of users. Voxy does not endorse, sanction or verify the accuracy or ownership of the information contained in the advertisements or any Third Party Site. If you decide to leave the Site and navigate to Third Party Sites or install any applications, software or download content from any Third Party Site, you do so at your own risk. Once you access a Third Party Site, you may no longer be protected by these Terms of Use and you may be subject to the terms of use and other conditions of such Third Party Site. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate, or relating to any applications you use or install from such Third Party Sites. Concerns regarding a Third Party Site should be directed to the Third Party Site itself. Voxy bears no responsibility for any action associated with any Third Party Site. Moreover, Voxy does not imply an affiliation with any Third Party Site.

8. User Content

As part of the Services, Voxy may offer you the opportunity to submit, post, publish, transmit, communicate, display or otherwise distribute textual, graphic and/or audiovisual content, which may feature your likenesses, voice, appearance and/or performance and/or those of a third party (“User Content”). You represent and warrant that you have the right to and hereby do grant Voxy, our partners, contractors and all users of the Site or Services an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and otherwise distribute your User Content and to adapt, edit, translate, prepare derivative works of your User Content. Moreover, by submitting User Content, you understand and agree that, subject to the Privacy Policy, your User Content may be used for any purpose, including promotional or marketing purposes, by Voxy, our partners, contractors, agencies or any third party approved by Voxy for promotional or any other purpose in any media now known or later developed without additional compensation to you. We are not obligated to publish any User Content, and we reserve the right to remove or disable access to any User Content, in our sole discretion. We are not, however, responsible for any failure or delay in removing User Content.

Voxy assumes no responsibility for illegal, offensive or inappropriate User Content, which may be available on the Site or through the Services and no responsibility for the conduct of the submitting user. In addition, you agree as follows:

>You are solely responsible for your Published Content;

>You may not post, distribute, transmit or reproduce in any way any material subject to copyright, trademark or other third party proprietary rights without obtaining the prior written consent of the owner of such rights or any content which otherwise infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any third party;

>You may not provide any User Content that is unlawful or that promotes or encourages illegal activity;

>You may not provide any User Content that is pornographic, obscene, profane, sexually explicit, violent or otherwise patently offensive; and

>You agree that you will not upload User Content that purposely contains false, incomplete, inaccurate or misleading information.

We reserve the right to investigate and take appropriate legal action in our sole discretion against anyone who violates this provision, including without limitation removing the offending User Content, terminating the membership of and blocking use of the Services and/or the Site by such violators, and/or reporting such content or activities to law enforcement authorities.

9. Proprietary Rights

Except for User Content, all of the content available on the Site and accessible through the Services, including without limitation, text, photographs, graphics and video and audio content, is owned by us, our licensors and/or a third party and is protected, as applicable, by copyright, trademark, patent and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Site, Services and underlying technology or software used in connection with the Site or Services contain our proprietary information. We give you permission to use the aforementioned content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download and store information from the Site and content accessible through the Services for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell or exploit any content or information from the Site or Services for any commercial gain or purpose whatsoever, except as expressly provided herein. Except as is expressly provided herein, Voxy and its licensors do not grant you any express or implied rights, and all rights in the Site and the Services not expressly granted to you in these Terms of Use are retained by Voxy.

10. Feedback

Notwithstanding any other provisions contained herein, any comments, suggestions, or feedback relating to the Site or the Services (collectively “Feedback”) submitted to Voxy shall become the property of Voxy or its designee. Voxy will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including without limitation, Service, Site or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future Site, Services or operations. Without limitation, Voxy will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback.

11. Copyright Dispute Policy

Voxy has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). It is our policy to (a) block access to or remove material that we believe, in good faith, to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (b) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringement

If you believe that material or content residing on or accessible through the Site or the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

>A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

>Identification of works or materials being infringed;

>Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Rule the Sale is capable of finding and verifying its existence;

>Contact information about the notifier including address, telephone number and, if available, email address;

>A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and

>A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Address for Designated Agent

Attn: Copyright Agent
Voxy, Inc.
85 East Tenth Street, #5M
New York, NY 10003
USA

12. Disclaimer of Warranties

WE PROVIDE THE SITE AND THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS OR PLATFORMS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SITE OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SITE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, VOXY MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SITE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. VOXY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

13. Liability Limitations

OUR TOTAL LIABILITY TO YOU AND/OR ANY THIRD PARTY ON ANY CLAIM OR CAUSE OF ACTION, WHETHER SOUNDING IN TORT, CONTRACT OR OTHER BODY OF LAW, THAT ARISES FROM OR RELATES TO THE TERMS OF USE, THE SITE AND/OR THE SERVICES SHALL UNDER NO CIRCUMSTANCES EXCEED TOTAL FEES PAID TO VOXY IN CONNECTION WITH THE SITE AND/OR SERVICES. IN NO EVENT SHALL VOXY, ITS AFFILIATES, LICENOSRS OR ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, THE INABILITY TO USE OR THE PERFORMANCE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE IN NATURE, EVEN IF VOXY OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THIS LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

14. Termination

We may terminate and/or suspend your registration immediately, without notice, if there has been a violation of the Terms of Use or other policies and terms posted on the Site or in connection with the Services by you or by someone using your Credentials, as determined in our sole discretion, and Voxy shall not be liable to you or any third party for any such termination. In the event we so terminate your account, we will not render, you are not entitled to, and you hereby waive any and all right to receive a refund of any fees paid to Voxy or any portions thereof. Further, you agree not to attempt to use the Site and/or the Services after any such deletion, deactivation or termination. You may terminate your Voxy account at any time by contacting the address at the end of these Terms of Use; provided however, that voluntary termination shall in no way relieve you of your responsibility to remit payment for all fees associated with your purchased Services or entitle you to a refund of any payments remitted to Voxy. The provisions of Sections 1, 3, 4, 5, 8, 10, 11, 12, 13, 14 and 15 will survive termination.

15. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, licensors, contractors, officers, directors, agents, other affiliated companies, and suppliers, from all liabilities, claims, demands and expenses, including attorney's fees, made by any third party that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of the Terms of Use by you or any third party using your Credentials of any intellectual property or other right of any person or entity. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

16. Entire Agreement, Waiver And Severability

The Terms of Use and any supplemental terms, policies, rules and guidelines posted on the Site or in connection with the Services, including the Privacy Policy, constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of the 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. The failure of Voxy to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

17. Choice of Law & Dispute Resolution

These Terms of Use shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the USA and the State of New York as applied to contracts made and to be performed entirely within New York State, without giving effect to the State’s conflicts of law statute. Any controversy, dispute or claim arising out of or related to the Terms of Use or your use of the Site or Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State, City and County of New York, USA, pursuant to the rules of the American Arbitration Association. The arbitration tribunal shall consist of one (1) arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The arbitrator shall have the authority to impose equitable and injunctive relief, as well as to award monetary relief, as the arbitrator deems appropriate.

18. Assignment

We may assign this contract at any time to any parent, subsidiary or any affiliated company or as part of the sale to, merger with or other transfer of Voxy to another entity. You may not assign, transfer or sublicense the Terms of Use to anyone else and any attempt to do so shall be null and void.

19. Eligibility

You must be 13 years of age or older to access the Site or use the Services. If you are at least 13 but less 18 years old or not of the legal age to form a binding contract in your jurisdiction you may only register with us or use the Site or Services in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Use. If you do not qualify under these Terms of Use, do not use the Site or Services. The Site is administered in the USA, and membership or use of the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into the Terms of Use and to abide by all of the terms and conditions set forth herein. Any use of the Site or Services outside of the USA is at the user's own risk and users are responsible for compliance with any and all local laws applicable to their use of the Services or the Site.

20. Independent Contractors

The relationship between you and Voxy is one of independent contractors. Neither you nor Voxy will represent that you or it has any authority to assume or create any obligation, express or implied, on behalf of the other party or represent the other party as agent, employee or in any other capacity, except as specifically provided herein.

If you have any questions concerning the Terms of Use, please contact us here or by postal mail at: