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Terms of Service

Innovative Language Learning Terms of Use

Last Updated: June 4, 2026

NOTICE OF ARBITRATION PROVISIONS:
Your use of the Services is subject to binding BILATERAL arbitration of any disputes which may arise, INCLUDING THE MASS ARBITRATION SUPPLEMENTARY RULES (AS APPLICABLE), as provided below IN SECTION 16 and in these Terms of Use. Please read the arbitration provisions carefully and do not use the Services if you are unwilling to arbitrate any disputes you may have with us as provided below.

These terms of use (“Terms of Use”) apply to your access to, and use of, the services of Innovative Language Learning USA, LLC and its subsidiaries and affiliated companies/brands (collectively, “Company”, “us”, “our” or “we”), including without limitation our Website available at innovativelanguage.com (the “Website”), our mobile applications (“Apps”) or when you interact with us in any other way (collectively, the “Services”). These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with Company, or its affiliates and/or partners, for products, services or otherwise. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf.

1. ACCEPTANCE OF TERMS

These Terms of Use set forth the terms and conditions that apply to your use of the Services. By using the Services, you agree that you have read, understand, and fully agree to be legally bound by these Terms of Use, Privacy Policy and any policies expressly incorporated by reference (collectively, the “Terms”).

Consent to Data Collection. Your use of the Services and any information provided by you or gathered by Company or third parties during any visit to or use of the Services is governed by our Privacy Policy, which is incorporated herein by this reference. By using the Services, you acknowledge and agree to Company’s collection, use, and sharing of your information as set forth in our Privacy Policy.

For the avoidance of doubt, to the extent of any conflict between these Terms of Use and the Privacy Policy regarding dispute resolution, the arbitration provisions in Section 16 of these Terms shall govern.

If you do not agree to these Terms, please do not use the Services.

Company may, subject to the below, change these Terms from time to time on a prospective basis, and modify, add, or discontinue any aspect, content or feature of the Services, at its sole discretion. Company may also be entitled to adjust the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Services and technical advances. Your continued use or access of the Services following the posting of any changes to these Terms of Use constitutes your acceptance of such changes. To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to these Terms of Use would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms of Use being deemed illusory or unenforceable. For material changes, we will provide notice via the Services and/or email where available. Material changes will take effect prospectively. If you do not wish to agree to the updated Terms of Use, you must stop using the Services before the effective date.

2. PERMITTED USE; SECURITY

Our Services are for your personal and non-commercial use. The Services contain material that is derived in whole or in part from material supplied and owned by Company and other sources. Such material is protected by copyright, trademark, and other applicable laws. Unless otherwise agreed to in writing by Company, you agree that you will not use the Services, or duplicate, download, publish, modify, or otherwise distribute or use any material on the Services for any purpose, except for your personal, non-commercial use. You also agree that you will not link to any page on the Services other than the home page (for example, “deep linking”), without Company’s prior written consent. Use of the Services or any materials or content on the Services for any commercial or other unauthorized purpose is prohibited. You acknowledge that storing, distributing, or transmitting unlawful material could expose you to criminal and/or civil liability. You may not download (other than page caching) or modify the Services or any portion of them unless we have provided you with express written consent. You shall not make derivative use of the Services (or any part thereof) for any purpose, nor shall you download or copy information of users, or otherwise engage in data mining or similar data gathering. You also agree not to access the Services through any means other than publicly documented interfaces provided by Company, and not to circumvent or attempt to circumvent any access control, rate limiting, robots.txt, or other technical measures we employ to protect these Services.

We have implemented reasonable and appropriate security measures designed to protect the information provided through and/or maintained on the Services. When using the Services, information will be transmitted over the Internet, a medium that is beyond the control of Company. You are responsible for using appropriate technical safeguards to secure your devices used to access the Services, such as up-to-date software and virus protection. You are responsible for your devices, including computers, laptops, and mobile devices used to access the Services.

It is a condition of your use of the Services that you do not:

  • Interfere with any other user in using and enjoying the Services;
  • Collect information about other users or third parties via the Services or use any such information for the purpose of transmitting or facilitating transmission of unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, or any other form of unauthorized solicitation;
  • Engage in the systematic retrieval of data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory, without Company’s prior written consent;
  • Solicit other users to join, become members of, or contribute money to any online service or other organization, advocate or attempt to get users to join in illegal schemes or plan or participate in scams involving other users;
  • Attempt to gain unauthorized access to other computer systems or networks connected to the Services;
  • Take actions for the purpose of manipulating or distorting, or that may undermine the integrity and accuracy of any ratings or reviews of any service or product that may be presented by the Services;
  • Provide fictitious information or conceal your identity or location, including, but not limited to, in an attempt to circumvent limits associated with promotional or other offers;
  • Use the Services for unlawful purposes; or
  • Use the Services to commit an act of deception, fraud, or abuse or violation of Company’s or any other company’s terms.

Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working order or manner of the Services or any activity being conducted on the Services.

While the Company makes every effort to protect its servers and your data against loss and unauthorized access, you acknowledge that the internet is not a 100% secure environment and thus, the Company cannot guarantee the security of your information as there is always a risk that an unauthorized third party may find a way to circumvent the Company’s security systems or intercept your information. You agree that the Company shall have no responsibility for any losses or damages that do not arise solely from Company’s intentional misconduct, including but not limited to, losses or damages arising from any third party access of your account resulting from theft, misappropriation, or other illegal access of your personal information.

If the Company requests registration information from you, you will provide true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. You may create one account through which you utilize the Services. You may not share your account or account information with any other individual. Use of an account by more than one individual is strictly prohibited. If the Company issues you a password, you may not share it with anyone else. You may not use anyone else’s password. You are responsible for maintaining the confidentiality of your account and password at all times. You agree to immediately notify Company of any unauthorized use of your password, account or any other breach of security. The Company will not be responsible for any loss or damage that may result from failure to comply with these requirements.

You understand and agree that the Services may include communications such as service announcements and administrative messages from Company. You will not be able to opt out of receiving these service announcements and administrative messages while using the Services until and unless you send the Company a written notice requesting the deletion of your account using one of the contact methods available in Section 19.

3. FEES AND PAYMENT

You shall choose a subscription level and term as offered by Company on the applicable subscription and pricing page. Payment for all subscription-based services are made in advance at the term’s start date. You shall pay such fees as specified and chosen. Receipt of payment in full per the plan chosen shall be a condition precedent to Company providing access to the Services and any license grant herein. You shall be given access to only the specific portions of the Services and for the chosen term relating to the respective level of services chosen.

Company will charge the subscription fees directly to the credit card or PayPal account you provide after every billing cycle (unless you cancel the subscription). You may cancel recurring subscriptions at any time. When a subscription is cancelled, you may still have access to the Services until your account expires. After cancellation, Company will discontinue billing for this particular subscription but it is your sole responsibility to completely and fully cancel this payment cycle with your credit card or PayPal accounts. Email requests for cancellation cannot be guaranteed or construed as proof of cancellation. Upon the date of expiration without a confirmed cancellation, all subscriptions will renew automatically at the full rate (unless otherwise noted) for the identical term as the preceding term chosen by you. Discounts and promotions applied to the initial subscription term are not applicable to subsequent automatic renewals.

If you request a refund for recurring subscriptions, you should first cancel any recurring billing cycle and then notify Company within the first 60 days of the subscription. In the case of recurring subscriptions, Company reserves the right to refuse refunds if you fail to cancel the billing cycle before the first 60 days and/or fail to submit a refund request within the first 60 days.

You may be able to order certain other products or services through the Services. From time to time, Company may offer a lifetime plan. Notwithstanding anything else to the contrary in these Terms or throughout the Services, you agree that the lifetime plan grants you access only to the identified services available at the time of your purchase and only for as long as those services are continually offered by Company. You agree that all products and services, their contents, availability, and pricing are subject to change at any time with or without notice and that you shall not assign your rights under these Terms and/or your rights to any services to a third party without prior consent from Company. You further acknowledge that Company makes no warranties or representations that any of the services purchased are continually offered for any period of time, including for lifetime plans. Please fully read the terms and disclaimers accompanying any products or services that you order through the Services prior to ordering.

All prices are displayed in US dollars. We do not convert the total price of orders into other currencies. We will bill your credit or debit card or PayPal account in US dollars and the card company or PayPal will convert the charges for you, including any exchange rate or transactional fees charged by such company. If you have any questions about currency conversions, please contact your bank or financial institution.

Subscriptions purchased through the Apple App Store, Google Play Store, or other service providers must be terminated under the applicable terms and conditions of each service provider. The exact procedure is described on the website of the Apple App Store, the Google Play Store, or the other service provider.

4. USER CONDUCT AND SUBMISSIONS

You are responsible for your use of the Services, and for any consequences thereof. You agree not to, and will not assist, encourage, or enable others to, use the Services to: (i) violate these Terms of Use or any of our or our licensors’ rights or use the Services and/or Content (as defined below) to violate the rights of any third party, such as copyright or trademark right, or in any way that harms our business, our service providers, licensors, representatives, or any other user, or breaches any policy or notice on the Services; (ii) copy, modify, adapt, translate, reproduce, distribute, display, or provide access to any portion of the Services and/or Content; (iii) create derivative works from, adaptations of, decompile, disassemble, reverse engineer or in any way exploit, in whole or in part, except as expressly authorized by the applicable rights holder, any portion of the Services and/or Content; (iv) modify, reproduce, distribute, create derivative works or adaptations of, publicly display, perform or in any way exploit any of the information in whole or in part, except as expressly authorized by the applicable rights holder; (v) remove any copyright, trademark, or other proprietary rights notices contained in or on the Services or in or on any Content; (vi) harvest or collect email addresses or other contact information of other users by electronic or other means, or contact other users through unsolicited e-mail, telephone calls, mailings, or any other method of communication; (vii) use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services; (viii) upload to or distribute through the Services any binary code, macros or other executable code, or any file that contains any viruses, Trojan horses or other components designed to commandeer, limit or harm the functionality of a computer; (ix) attempt to gain unauthorized access to any parts of the Services or any user accounts, or any of the Services’ computer systems or networks; (x) use automated queries or scripts (including, without limitation, by screen or database scraping, spiders, robots, crawlers or any other automated activity with the purpose of obtaining information from the Services and/or the Content) without Company’s prior express written permission; (xi) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity (including Company); (xii) solicit passwords or personally identifying information for commercial or unlawful purposes from anyone; (xiii) intimidate or harass another; (xiv) assist, encourage or enable others to do any of the preceding prohibited activities; or (xv) violate any applicable law.

Certain portions of the Services may allow users to submit, upload, post, share, or otherwise transmit photos, audio, video and other media, files, data, commentaries, suggestions, comments, feedback, reviews, audio, video or other content (“Content”) in posts, public or private messages to us and/or the public, or other similar transmission.

If you submit, upload, post, share or otherwise transmit any Content, you agree not to use the Services to upload, post, share, or otherwise transmit any Content that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, contains explicit sexual content (including nudity) or harmful, or that could encourage criminal or unethical behavior; (b) violates, infringes, threatens, abuses, harasses or evades the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property or proprietary right of any person or entity; (c) contains a software virus or any other computer code that is 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; (d) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (e) does or may denigrate or offend any individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (f) impersonates any person or entity, including any employee or representative of Company; (g) implies that your Content is in any way sponsored or endorsed by Company, except with our prior written consent; or (h) violates any applicable law or these Terms of Use.

You expressly acknowledge that no Content you submit, upload, post, share or otherwise transmit shall be treated as confidential, that you alone are responsible for your Content (including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure of information that makes you personally identifiable), and once published, your Content cannot always be withdrawn. Furthermore, you represent and warrant that you have the legal right and authorization to provide your Content for use as set forth herein and required by us.

All your Content must comply with these Terms, and we reserve the right (but do not assume the obligation) in our sole discretion to reject, move, edit, or remove any Content that is submitted, uploaded, posted, shared or otherwise transmitted to the Services. If you choose a username or avatar that, in Company’s sole discretion, is obscene, indecent, abusive, or that might otherwise subject Company to public disparagement, Company reserves the right, without prior notice to you, to automatically change your username or avatar, delete your posts from the Services, deny you access to the Services, or any combination of these options. You acknowledge that we do not verify, adopt, ratify, or sanction your Content, and you agree that you must evaluate and bear all risks associated with our use of your Content or our reliance on the accuracy, completeness, or usefulness of your Content. You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. By submitting Content, you grant Company a non-exclusive, worldwide, royalty-free, fully paid, transferable, and sublicensable license to host, store, use, reproduce, modify, adapt, publish, translate, create derivative works, distribute, and publicly display such Content in connection with operating, improving, and promoting the Services, and to comply with legal obligations. To the extent permitted by law, you waive any moral rights or rights of attribution with respect to your Content. This license continues for as long as your Content is protected by intellectual property rights, unless required to end earlier by applicable law or you delete your Content from the Services (subject to reasonable backup, archival, or legal retention).

If you participate in any interactive features (including comments, groups, courses, programs, live streams, or similar community features), you acknowledge that other users may view your participation. Your participation in any such interactive feature or recording constitutes your consent to that recording and, to the fullest extent permitted by law, a release of any moral rights in the recording or interaction.

5. COPYRIGHTS

Company respects the intellectual property of others, and expects all users to do the same. All content published on or through the Services, including text, graphics, images, logos, marks, sound and video clips, and any other media, is protected by applicable copyright, trademark, and other intellectual property laws. If you believe that any material available on or through the Services infringes your copyright, please contact us via email at contactus@innovativelanguage.com so that we may review and respond to your concern.

6. PROPRIETARY RIGHTS

Except as otherwise indicated, Company owns all right, title and interest in and to the Services and all original materials and Content made available through the Services, including, without limitation, all Content, Website design, logos, button icons, images, original graphics, text and data compilations, which are protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of such Company-owned materials is strictly prohibited.

Certain Content made available on the Services is owned by third parties and is used with permission, under license, or pursuant to applicable usage rights. This may include, without limitation, designs, photographs and media created by independent designers, as well as product images and other Content sourced by third-party platforms such as Etsy, including where the Company participates in affiliate programs. All third-party trademarks, service marks, logos and copyrighted materials remain the property of their respective owners.

Company’s service marks/trademarks may not be used in connection with any product or service that is not provided or authorized by Company, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Company.

7. CHILDREN’S ONLINE PRIVACY PROTECTION ACT NOTIFICATION

The Website and the Services are intended for a general audience and are not directed to users under 16. By using the Services, you represent and warrant that you are at least 16 years old. We do not knowingly collect Personal Information from minors under 16, and users under 16 must not use the Services. If we learn that a child under 16 has provided Personal Information, we will delete it or take steps to de-identify it promptly as required by law. If you believe we may have collected Personal Information about a child under 16, please contact us at contactus@innovativelanguage.com with “Minor Data Collected Notification” in the subject line.

Pursuant to 47 U.S.C. Section 230(d) as amended, Company hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from the Electronic Frontier Foundation website located at http://www.eff.org.

8. DISCLAIMER OF WARRANTIES

While Company uses reasonable efforts to include up-to-date information on the Services, Company makes no warranties or representations as to its accuracy, timeliness, reliability, completeness or otherwise.

COMPANY PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY, ITS AFFILIATES, AGENTS, AND LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL (1) BE UNINTERRUPTED; (2) BE FREE FROM INACCURACIES, ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS; (3) MEET YOUR REQUIREMENTS; OR (4) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR RISK.

9. EXCLUSION OF DAMAGES

NONE OF THE COMPANY PARTIES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EACH OF THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF (1) YOUR FAILURE TO COMPLY WITH THESE TERMS OR (2) CONTENT POSTED TO THE SERVICES BY YOU OR ANY THIRD PARTY.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY PARTIES’ AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THE WEBSITE AND SERVICES OR THESE TERMS EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO COMPANY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS LIMITS LIABILITY FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR WHERE SUCH LIMITATION IS PROHIBITED BY LAW.

11. APPLICABILITY OF DISCLAIMERS, EXCLUSIONS AND LIMITS

BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE 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.”

12. THIRD PARTY WEBSITES AND FUNCTIONALITIES

THE THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR FROM THE SERVICES ARE NOT CONTROLLED BY COMPANY. ADDITIONALLY, THIRD PARTIES MAY PROVIDE TOOLS OR SERVICES (“THIRD PARTY TOOLS”) THAT ARE MADE AVAILABLE TO YOU THROUGH OUR SERVICES (FOR EXAMPLE, BUT NOT LIMITED TO, FACEBOOK FEATURES). ACCORDINGLY, COMPANY MAKES NO WARRANTIES OR CONDITIONS REGARDING SUCH THIRD-PARTY SERVICES OR WEBSITES OR THIRD-PARTY TOOLS AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF OR RELIANCE ON SUCH THIRD SERVICES OR WEBSITES OR THIRD-PARTY TOOLS. YOUR USE OF THIRD-PARTY SERVICES OR WEBSITES OR THIRD-PARTY TOOLS IS AT YOUR OWN RISK. THE INCLUSION ON THE SERVICES OF A LINK TO A THIRD-PARTY SERVICE OR WEBSITE, OR INCLUSION OF A THIRD-PARTY TOOL, DOES NOT IMPLY AN ENDORSEMENT BY COMPANY. WHEN YOU ACCESS ANY OF THESE THIRD-PARTY SERVICES OR SITES, OR THIRD-PARTY TOOLS, YOUR RIGHTS AND OBLIGATIONS WILL BE GOVERNED BY THE AGREEMENTS AND POLICIES RELATING TO THE USE OF THOSE THIRD-PARTY WEBSITES OR SERVICES OR THIRD-PARTY TOOLS.

Some posts and pages on the Website contain affiliate links. If you click a link and make a purchase from a third party, we may earn a commission. Sponsored content will be clearly identified as such. We make these disclosures to comply with applicable Federal Trade Commission guidelines. Purchases you make from third parties are solely between you and the applicable third-party and are governed by that third-party’s terms and policies; Company is not responsible for third-party products, services, or transactions. We welcome links to the homepage of the Services. You are free to establish a hypertext link to the Services so long as the link does not state or imply any affiliation, connection, sponsorship, or approval of your site by the Company. We do not permit framing or inline linking to the Services or any portion thereof.

13. INDEMNIFICATION

You agree to indemnify and hold harmless the Company Parties, and at Company’s option defend the Company Parties, from and against any damage, loss, cost or expense (including without limitation, legal fees and costs) incurred in connection with any third-party claim, demand, proceeding or action (“Claim”) brought against any of the Company Parties arising out of your use of the Services or any alleged breach by you of any provision of these Terms of Use, or the infringement by you, or any other subscriber or user of your Account, of any intellectual property or other right of any person or entity. If you are obligated to indemnify any of the Company Parties, Company may, in its sole and absolute discretion, control the defense and disposition (including its possible settlement) of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise, or in any other manner dispose of any Claim without the written consent of Company.

14. TERMINATION

In its sole and absolute discretion, with or without notice to you, Company may suspend or terminate your use of and access to the Services, terminate your Account (if applicable) and/or remove and discard anything transmitted by you, or information stored, sent, or received via the Services without prior notice and for any reason, including, but not limited to: (i) concurrent access of the Services with identical user identification; (ii) permitting another person or entity to use your user identification to access the Services; (iii) any unauthorized access or use of the Services, (iv) any violation of these Terms; (v) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Services; or (vi) abuse, deception or fraudulent behavior. Such suspension or termination may include, but not be limited to, suspension or termination of access or rights to receive any content. Company shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension of the Services. Termination, suspension, or cancellation of the Services or your access rights shall not affect any right or relief to which Company may be entitled, at law or in equity, and all rights granted to you will automatically terminate and immediately revert to Company. Upon termination for any reason, you must cease all use of the Services and delete all copies of any lessons, audio, PDFs, or other downloads obtained from the Services. We do not guarantee perpetual access to previously provided downloads and may discontinue hosting at any time.

Upon termination by the Company as a result of your breach, negligence, or default, the Company will have no obligation to refund any fees paid by you.

15. GENERAL

Licensors of the Company Services are third party beneficiaries to these Terms. No failure or delay by Company in exercising any right, power or privilege under these Terms of Use will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms of Use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Unless otherwise expressly provided herein, the invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect. You agree that regardless of any statute or law which establishes a different statute of limitations, to the maximum extent permitted under applicable law, any claim or cause of action (including any arbitration) arising out of, related to or connected with the use of the Services, our Terms, or other Company Transactions or Relationships (as defined below) must be filed within one (1) year after such claim or cause of action arose or be forever barred, except where a longer limitations period is required by applicable law. The paragraph or section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms represent the entire understanding of the parties regarding its subject matter and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter, and may not be amended, altered, or waived except in writing by the party to be charged. These Terms are binding upon and shall inure to the benefit of the parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You shall not assign your rights or obligations hereunder without Company’s prior written consent. Sections 5-6 (Copyright/Proprietary Rights), 8-13 (Disclaimers, Exclusions, Limitations, Indemnification), 15 (General), 16 (Arbitration), and 18 (Governing Law) will survive termination or expiration of these Terms and your use of the Services, together with any other provisions that by their nature are intended to survive.

Use of the Services is subject to existing laws and legal process. Nothing contained in these Terms will limit Company’s right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Services, which may include disclosing your Content to the applicable authorities.

Company may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon Company’s posting them on the Services or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide Company with accurate information, Company cannot be held liable if Company fails to notify you.

You may not use, import, or export materials on the Services in violation of United States, or any other applicable country’s, import and export laws and regulations. Company assumes no responsibility or liability for your failure to obtain any necessary export approvals. Without limiting the foregoing, you agree that the Services will not be used, and none of the underlying content, information, software, or technology may be transferred or otherwise exported or re-exported to persons subject to restrictions, destinations subject to embargo, or to prohibited proliferation-related end-users or end-uses, without obtaining any export license or other approval that may be required under United States, and any other applicable country’s, laws, regulations, and requirements.

16. ARBITRATION

BINDING ARBITRATION OF ALL DISPUTES

We believe that arbitration is a faster, more convenient, and less expensive way to resolve any disputes or disagreements that you may have with us. Therefore, pursuant to these Terms of Use, if you have any dispute or disagreement with us regarding or relating to (i) your use of or interaction with the Services; (ii) any purchases or other transactions or relationships with COMPANY; (iii) any data or information you may provide to COMPANY or that COMPANY may gather in connection with such use, interaction or transaction; or (iv) any other unresolved claim or controversy (collectively, “COMPANY Transactions or Relationships”), you will not have the right to pursue a claim in court, or have a jury decide the claim and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration. By using or interacting with the Services or engaging in any other COMPANY Transactions or Relationships with us, you agree to binding arbitration as provided below. Our rights and obligations under this arbitration provision shall inure to the benefit of each of COMPANY’s parent company(ies) and/or owners regardless of whether any of them are named as a co-defendant with us or named individually in a claim that would otherwise be subject to this arbitration provision if brought against us.

We will make every reasonable effort to informally resolve any complaints, disputes, or disagreements that you may have with us. If those efforts fail, by using our Services, you agree that any complaint, dispute, disagreement, claim, or controversy you may have against COMPANY, and any claim that COMPANY may have against you, arising out of, relating to, or connected in any way with our Terms or any COMPANY Transactions or Relationships shall be resolved exclusively by final and binding arbitration (“Arbitration”) administered by JAMS or its successor (“JAMS”) and conducted in accordance with the JAMS Arbitration Rules & Procedures in effect and applicable to the amount in controversy at that time (the “Applicable Rules”). The most recent version(s) of the JAMS Arbitration Rules & Procedures rules are available at www.jamsadr.com and are hereby incorporated by reference. You hereby consent to the Mass Arbitration Procedures and Guidelines where applicable, and, where applicable, the Mass Arbitration Procedures and Guidelines shall be included in the defined term “Applicable Rules.” You either acknowledge and agree that you have read and understand the Applicable Rules or waive your opportunity to read the Applicable Rules and waive any claim that the Applicable Rules are unfair or should not apply for any reason.

To promote efficient handling of arbitration claims, if seventy-five (75) or more substantially similar claims are filed against COMPANY within reasonably close temporal proximity, by or with the help of an entity or coordinated group of entities, whether or not such claims are filed simultaneously, JAMS will promptly take steps to administer the claims in batches of twenty-five (25) (plus a final batch consisting of any remaining claims). Each batch will be considered as a single consolidated arbitration and be appointed one arbitrator and with one set of filing and administrative fees per side, one procedural calendar, one hearing (if any), and one final award. The arbitrator will take other steps as necessary for a speedy and efficient resolution of the claims. Claims are of a “substantially similar nature" if they arise out of or relate to the same event or facts, raise similar legal issues and/or causes of action, and seek similar relief. If we disagree on whether this batch arbitration process applies, JAMS will appoint an arbitrator to decide that issue, whose fees will be paid equally between you and COMPANY, and who may prescribe procedures needed to resolve the disagreement. This batch arbitration process does not authorize a class, collective, consolidated, joint, or mass arbitration or action other than as may be set forth in this Section.

You further agree that:

  • the Arbitration shall be conducted before a single arbitrator selected in accordance with the Applicable Rules or by mutual agreement between you and COMPANY ( the “Arbitrator”);
  • the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability, or formation of these Terms of Use and/or these arbitration provisions hereof, including but not limited to any claim that all or any part of these Terms of Use is void or voidable;
  • Arbitration proceedings will be held in New Castle County, Delaware or if your claim does not exceed $10,000 then the arbitration will be conducted solely on the basis of the documents you and COMPANY submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary;
  • the Arbitrator (i) shall apply internal laws of the State of Delaware consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent (if any) that federal law prevails, shall apply the law of the United States, irrespective of any conflict of law principles; (ii) shall entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with Delaware or federal rules of procedure, as applicable; (iii) shall honor claims of privilege recognized at law; and (iv) shall have authority to award any form of legal or equitable relief;
  • the Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;
  • if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein;
  • COMPANY may modify these arbitration provisions, but such modifications shall only become effective thirty (30) days after COMPANY has given notice of such modifications and only on a prospective basis for claims arising from COMPANY Transactions and Relationships occurring after the effective date of such notification; and
  • nothing herein shall prevent any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

17. RISK OF LOSS

Company shall make all commercially reasonable efforts to maintain the availability of the Services, however Company will not be responsible for any damage or losses related to any system errors or interruptions affecting the Services. You accept that the Services could become unavailable unexpectedly as a result of circumstances beyond Company’s control or routine maintenance. Moreover, the Services may be terminated at any time for any reason without advance notice. All decisions by Company regarding the Services are final.

The Company will provide contact information for the purpose of providing technical support, however, it does not guarantee any level of technical support for technical issues outside of the direct control of the Company and does not guarantee the availability of the Services.

18. GOVERNING LAW

These Terms, and your access to and use of the Website and Services, as well as any dispute, claim, or controversy arising out of or relating to them, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law rules or principles (whether of Delaware or any other jurisdiction) that would result in the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or that cannot be heard in small claims court will be resolved exclusively in the state or federal courts located in New Castle County, Delaware and the parties consent to the personal jurisdiction and venue of those courts.

19. CONTACT US

If you have any comments, feedback, or questions, including the resolution of a complaint regarding the Services, or if you are seeking further information regarding the Services, the Company can be contacted at:

Innovative Language Learning USA, LLC
672 Dogwood Avenue #198
Franklin Square, NY 11010
contactus@innovativelanguage.com

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.