Terms of Service

Last Modified: December 15, 2017

This document describes both your rights and your obligations as part of using the Service (as defined in section 2). It is important that you read it carefully because you will be legally bound to these terms. Speak Agent, Inc. (“Speak Agent” “we” “us”) only provides its Service to you subject to this Terms of Service (“TOS”). By accepting this TOS or by accessing or using the Service, you agree to be bound by this TOS (including the Privacy Policy, which is incorporated herein by reference).

Acceptance of Terms.
1. This Terms of Service document (the “TOS”) is an agreement you must accept in order to use the Service. It is applicable to (a) “Account Administrators,” who include account owners who initially set up the Service or anyone to whom they transfer authority to administer the account and its user roles and permissions; (b) “Educators,” who are other personnel in an educational institution who are granted privileges by an Account Administrator to create content and/or student sub-accounts and to assign lessons to Students (Account Administrators and Educators, collectively “Educator Members”), and to (c) “Student Members” – learners who are added to a class or assigned educational content that has been created in the Service by an Educator Member. The term "Student Members" also includes parents and guardians acting on a student’s behalf or accessing student information. The terms “you” and “users” encompass all users, including Educator Members and Student Members.
2. If you are entering into this TOS on behalf of a legal entity, you represent that you have the authority to bind such entity, its Educator Members, its Student Members, and its affiliates to this TOS. In that case, the terms “you” or “your” shall also refer to such entity, its Educator Members, its Student Members, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service unless a written amendment to this TOS is executed by both parties. You acknowledge that this TOS is a contract between you and Speak Agent, even though it is electronic and is not physically signed by you and Speak Agent, and it governs your use of the Service.
3. Speak Agent may change this TOS at any time. You may view the most current version of the TOS by visiting this web page. If we make a material change to the TOS, we will provide you with reasonable notice prior to the changes either by emailing you at the email address associated with your account and/or by posting a notice on the Site. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to the TOS is unacceptable to you, your sole remedy is to stop using the Service, unless a written amendment to this TOS is executed by both parties. You may permanently delete your account by signing into the Service, visiting your Account Settings page, and submitting the Delete form. This will permanently and irretrievably wipe all account data from our database
Description of Service and Speak Agent Intellectual Property.
1. The “Service” means (a) Speak Agent’s software for creating, finding, copying, editing, assigning, and using digital content for learning academic vocabulary, and all related systems, applications, and technologies (the “Software”), as well as the website http://speakagent.com (the “Site”) and all proprietary Speak Agent data, text, images, videos, animations, audio, games, and other media (the “Speak Agent Content”) made available by or on behalf of Speak Agent through any of the foregoing, unless explicitly marked as Open License (as defined in section 4 below).
2. The “Service” does not include Your Content (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service, whether or not Speak Agent designates them as “official integrations” (each a “Non-Speak Agent Product”).
3. Any modifications and new features added to the Service are also subject to this TOS. Speak Agent reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you, subject to our Refund Policy (as defined below).
4. All rights, title, and interest in and to the Service, including the Software, Site, Speak Agent Content, and their components are the exclusive intellectual property of Speak Agent. If you send us any feedback or suggestions regarding the Service, you grant Speak Agent an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.
Access and Use of the Service.
1. The Service is intended for institutional and not for individual or consumer use.
2. Subject to the terms and conditions of this TOS, Speak Agent grants you a personal, non-sublicensable, and non-exclusive license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved.
3. Speak Agent requires login credentials in order to use the Service, aside from a limited amount of public information. There are separate credentials and permissions for Account Administrators, Educators, and Student Members.
4. If you are the creator of an account, you will identify an Account Administrator’s user name (in the form of an email address) and password for your account. You may use these credentials to add other individuals as Educator Members and Student Members (each with their own password) under your account. You are responsible for maintaining the confidentiality of your login credentials and are responsible for all activities that occur within your account, including the activities of other users.
5. By accessing or using the Service as an Educator Member, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live) and that the email address you use as a login is your email address or that of a consenting person age 18 or older. You represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS. If we become aware that you are using the Service as an Educator Member even though you are under 18, we will deactivate your account.
6. Speak Agent complies with the U.S. Family Educational Rights and Privacy Act (“FERPA”). As an Educator Member in the United States, you may optionally create one or more classes on Speak Agent and populate those classes with individual sub-accounts for Student Members. In such case, you are responsible for complying with FERPA as well. Speak Agent does not collect any personal information directly from students. Educator Members control what, if any, information is entered about Student Members. If you choose to create sub-accounts for Student Members, the only information required is a nickname (such as a given name and last initial or even a fictitious alphanumeric string). You may optionally enter limited information classified as “directory information” under FERPA such as a student’s name, grade level, and student ID. In such case, your compliance with FERPA would include disclosing to students’ parents/guardians any directory information you may decide to share with Speak Agent and providing to parents/guardians a means to opt out. When making any such disclosure, you should provide parents/guardians with a link to our Privacy Policy.
7. All users and parents/guardians of Student Members should be aware that Educator Members who create or administer a given sub-account may have certain rights to access information stored in that account in connection with the Service. Account Administrators are solely responsible for ensuring that their organization’s uses of the Service comply with FERPA and with applicable federal, state and/or international privacy laws.
8. You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Speak Agent in its sole discretion). See Section 5 for specific provisions outlining prohibited uses of the Service. Educator Members shall be responsible for all actions by Student Members on their team. You shall comply with any codes of conduct, policies, storage limitations, or other notices Speak Agent provides you or publishes in connection with the Service from time to time, but if any of those policies materially change the TOS, we will provide you with reasonable notice as provided in Section 1.3 above.
9. You shall promptly notify Speak Agent if you learn of a security breach related to the Service.
Content Rights
1. Certain features of the Service allow you, only if you are an Educator Member, to make, publish, share, and store Your Content on the Service, as well as the ability to view, access, and modify or copy data contributed by other Educator Members. "Your Content" means any and all digital content and data that you upload, post, transmit or otherwise make available via the Service (which may include data you elect to import from Non-Speak Agent Products you use). "Your Content" includes your user profile data, any messages or information you send or share, files you upload, comments you make, wordlists and lessons you create, and anything else you enter or upload into the Service.
2. Speak Agent will make commercially reasonable efforts to ensure that all facilities used to store and process Your Content are secure. You acknowledge that Speak Agent and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, reject, or remove any of Your Content that is available via the Service. For example, we may choose to review wordlists and lessons that you publish for compliance with our policies and guidelines. If, for instance, you upload files that do not belong to you and make these files available publicly, we may delete those files.
3. In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Content. For example, we need to be able to transmit, store and copy Your Content in order to display it to you and other Educator Members and Student Members, to index it so you are able to search it, to make backups to prevent data loss, and to perform other necessary actions. Your acceptance of this TOS gives us the permission to do so and grants us any such necessary rights, solely for the purpose of providing the Service. This permission includes allowing us to use third-party service providers in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.
4. Publishing “Open License” Content: Speak Agent enables Educators to create content to share with other Educators and Student Members. Therefore, while Your Content continues to be owned by you, once published to the Service, you are immediately and irrevocably granting all users, including Speak Agent, a Creative Commons Attribution (CC-BY) license, including the most current CC-BY license version. In fact, CC-BY is the only option for free accounts because the Service can only thrive when its community of users contribute to the common good. Paid account-holders do have the right to publish content privately, without granting the CC-BY license, if they identify their content as private/restricted when publishing it. A private/restricted license maintains a proprietary license that limits visibility only to Educator Members and Student Members in your organization. Once Your Content is published publicly with an Open License such as CC-BY, be advised that any other members may copy, revise, and reuse your work. While you may later remove Your Content from public view, you cannot later revoke the rights of other members to use any copy they may have made of content licensed under CC-BY.
5. Using Open-License Content: The CC-BY license allows you to freely copy, revise, and reuse Open-License Content publicly published by other members provided that: (i) you give proper attribution to the author, as defined by the license; and (ii) you comply with all other requirements as may be specified in the CC-BY license terms. Author attribution is automatically posted within the Service.
6. Exception for Speak Agent Content: The CC-BY license does not apply to the Speak Agent Content or any content licensed by Speak Agent from third parties under a restrictive license that is not an Open License. You are allowed to freely use Speak Agent Content on the Service or in print form with Student Members, but you may not create any derivative work from Speak Agent Content and you may not distribute, transmit, or disseminate the Speak Agent Content or any derivative work thereof, to any third party.
7. Photos: Speak Agent represents that all photos (but not illustrations) on the Service are either Open-License or are owned by Speak Agent, which hereby grants you the right to use all of its photos under a CC-0 or CC-BY license, as stated on the photo credits.
Prohibited Conduct
1. You are solely responsible for your conduct (including by and between all users), the accuracy, appropriateness, and legality of Your Content, and for all communications with other users in the Service.
2. You acknowledge that Speak Agent has no obligation to monitor any information on the Service. That said, we may choose to review Your Content for compliance with our policies and guidelines. Speak Agent may remove or disable any of Your Content at any time for any reason or for no reason at all. For example, if you publish or upload content that does not belong to you and does not have an Open License, we may delete such content. We are not responsible for the accuracy, appropriateness, or legality of Your Content or any other information you and your users may be able to access using the Service. The Service provide features that allow you and your users to share Your Content and other materials with others or to make it public. Please consider carefully what you allow to be shared or made public.
3. You agree not to:
  • Use another user’s login or account information without permission;
  • Upload, post, transmit or otherwise make available any of Your Content in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  • Upload, post, transmit, or otherwise make available any of Your Content that is unlawful or illegal, including without limitation Data that is libelous, or invasive of another's privacy;
  • Post any of Your Content that is harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, offensive, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
  • Override or circumvent (or attempt to override or circumvent) any protective measures embedded in the Software;
  • Use the Service to harm minors in any way;
  Stalk or otherwise harass any other person or entity;
  • Solicit or collect personal data about others for any unlawful or unauthorized purpose, or in violation of the TOS;
  • Impersonate any user, person, or entity, including, but not limited to, a Speak Agent employee, Educator Member or Student Member, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Manipulate identifiers in order to disguise the origin of any of Your Content;
  • Upload, post, transmit, or otherwise make available any of Your Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
  • Sublicense, resell, rent, lease, transfer or assign (except as permitted in Section 15) the Service or its use, or offer the Service on a time-sharing basis to any third party;
  • Use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • Use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
  • Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;
  • Modify, adapt, or hack the Service, including by using any non-public Speak Agent APIs, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
  • Use the Service to engage in any unlawful or illegal activities or intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service; and/or
  • Collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.
  • Engage in any other conduct or activity that Speak Agent determines, in its sole judgment, is illegal, abusive, harmful or improper.
Payment and Refund Policy
1. To the extent you use a Service plan that is made available for a fee, you will be required to submit a purchase order to Speak Agent and you agree to pay Speak Agent in accordance with the terms set forth within your purchase order.
2. Speak Agent will bill you by invoice in accordance with the terms of your purchase order. Full payment for invoices issued must be received by the date specified in the invoice. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Speak Agent also reserves the right to suspend accounts that are more than 30 days past due, with or without notice.
3. Your purchase of Speak Agent is non-refundable, unless your license is terminated by Speak Agent per section 12 or Speak Agent ceases provision of the Service, in which case you will be refunded on a pro-rata basis within 60 days of termination.
4. In the event of extended Service downtime or other technical issues, it is Speak Agent's policy to extend the license term of its customers at no additional charge to compensate for any such issues.
Your Representations and Warranties. You represent and warrant to Speak Agent that (i) you have full power and authority to enter into this TOS; (ii) you own all of Your Content or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Speak Agent to perform its obligations) in connection with the Service without obtaining any further releases or consents; and (iii) Your Content and your other activities in connection with the Service, and Speak Agent’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is unlawful or illegal.
Disclaimer of Warranties. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Speak Agent shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that Your Content may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while Speak Agent takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures such as SSL encryption, it does not guarantee that these transmissions will never be breached. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Speak Agent will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content. THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. SPEAK AGENT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SPEAK AGENT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM SPEAK AGENT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE.
Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL SPEAK AGENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TERMS OF SERVICE BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TERMS OF SERVICE AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In such jurisdictions, Speak Agent’s liability shall be limited to the extent permitted by law.
Indemnification. You shall defend, indemnify, and hold harmless Speak Agent from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your (and your Student Members’) use or misuse of the Service. Speak Agent shall provide notice to you of any such claim, suit or demand. Speak Agent reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests to assist in Speak Agent’s defense.
Infringement. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT. Speak Agent may, in appropriate circumstances and at its sole discretion, suspend or permanently delete the accounts of users who may be repeat infringers of intellectual property rights. If you believe that your rights have been violated, please provide Speak Agent with the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of where the material that you claim is infringing is located (the exact URL where possible);
your mailing address, telephone number, and email address; d. a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
e. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

For claims of copyright or other intellectual property infringement, please notify us by emailing info@speakagent.com using INFRINGEMENT in all caps in the subject line and/or mail your notice to Speak Agent, Inc., 155 Gibbs St. #536, Rockville, MD 20850, ATTN: INFRINGEMENT.
Term and Termination. This TOS will continue in full effect unless and until your account or this TOS is terminated as described herein.
Speak Agent reserves the right to suspend or delete your account (or the access privileges of any user) and terminate this TOS at any time for any reason, with or without notice, subject to the Refund Policy. Without limiting the foregoing, Speak Agent may, in its sole discretion, publish policies whereby we delete a free account for prolonged inactivity.
You may terminate this TOS by permanently deleting your account at any time. To do this, you may sign into the Service, visit your Account Settings page, and submitting the Delete form. This will permanently and irretrievably wipe all account data from our database, as well as immediately terminating the TOS.
Upon any termination of this TOS, Speak Agent will have no obligation to maintain or provide Your Content. If your account is deleted, we will delete or destroy all copies of Your Content in our possession or control in a reasonably expedient way, unless legally prohibited. Please see our Privacy Policy for more information about the choices you have regarding Your Content.
Survival. All accrued rights to payment and the terms of Section 4, 7, 10 and 17 shall survive termination of this TOS. You acknowledge, consent and agree that Speak Agent may access, preserve and disclose your account information and Your Content if required to do so by law or in a good-faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any of Your Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Speak Agent, its users and the public.
Definitive Agreement. This TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS. All waivers and modifications to this TOS must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of this TOS, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Speak Agent in any respect whatsoever.
Assignment. You may not assign this TOS without the prior written consent of Speak Agent, except, if you are a legal entity, you may assign this TOS in connection with a merger, reorganization or acquisition of all or a substantial portion of your assets by another legal entity, but only upon 30-days prior notice to Speak Agent. Speak Agent may assign or transfer this TOS, in whole or in part, without restriction, but subject to the “Successor Entities” section of the Privacy Policy.
Notices. Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested, to Speak Agent Inc, 155 Gibbs Street #536, Rockville, MD 20850 USA.
Choice of Law and Jurisdiction. The TOS and the relationship between the parties shall be governed by the laws of the State of Maryland and subject to Maryland jurisdiction without regard to its conflict of law.
No Right of Survivorship and Non-Transferability. If you are a living person, you agree that your account is non-transferable and your rights to the content within your account terminate upon your death, however the content may thereafter be available and accessible by Educator Members with appropriate account privileges.
Waiver and Severability of Terms. The failure of Speak Agent to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.

CONTACTING US

If you have any questions regarding this policy, please contact our team. You may also write to Speak Agent Inc., 155 Gibbs Street #536, Rockville, MD 20850 USA.

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