Usloviya Contract Assignment

I. Scope of Validity, Inclusion

(1) Unless agreed otherwise in writing, the deliveries and services which we had commissioned are subject to these «General Terms and Conditions of Purchase and of Contract Work and Services». Any deviating «General Terms and Conditions» of Contractor shall not be applicable even absent our explicit objection in a particular case, with the exception of the regulations in the Contractor’s Terms and Conditions of Sale governing Retention of Title. These «General Terms and Conditions of Purchase and of Contract Work and Services» shall only apply in the case that the contractual partner is an entrepreneur, a legal person under public law, or assets under public law.

(2) These «General Terms and Conditions of Purchase and of Contract Work and Services» shall also be applicable to future contracts, without any need of express reference thereto in each particular case; the current version of the «General Terms and Conditions of Purchase and of Contract Work and Services» can be retrieved at www.rulandec.com.

II. Written Form

To the extent that these terms and conditions require written declarations, telefax and electronic notifications shall meet this requirement in the ordinary course of business.

III. Orders

Orders, acceptance, calls for deliveries, and other declarations shall only be binding subject to our placing or acknowledgement in writing. In case that Contractor does not acknowledge the order within two weeks from receipt, we shall be entitled to cancel. In the absence of Contractor’s objection, calls for delivery shall be binding at the latest within one week from receipt.

IV. Deliveries and Services

To the extent that the order does not specify any further requirements, the goods shall be delivered and the services provided in the commercially usual quality and grade and if applicable, in conformity with DIN, VDE, VDI, DVGW, or equivalent standards. The deliveries shall be manufactured and outfitted so that at the delivery date they comply with the operating conditions as communicated by us and with the regulations and provisions applicable on site. This shall apply mutatis mutandis to services provided.

V. Prices

The prices shall be fixed prices plus the statutory value-added tax, they shall be invariable and are quoted costs and duties paid to destination. Unless otherwise agreed, the prices are quoted delivered duty paid destination; for piece goods, delivered duty paid named railway station, under Incoterms in their up-to-date version. Packaging shall only be payable if so agreed.

VI. Dates for Deliveries and Services

Agreed dates for deliveries and services and deadlines shall be binding. The decisive date for dates or deadlines deemed observed shall be arrival of the goods at our premises or the date of rendering of services at the destination specified by us. In the case of delay on the part of Contractor the provisions of law shall apply. Moreover the Contractor shall notify us without undue delay about any recognized imminent delay of the delivery date and/or date of rendering services, indicating the reason and the anticipated duration. In the case that the delivery date and/or date of rendering services is exceeded due to force majeure or industrial disputes through no fault of the performing party we may either request delivery of the order at a later date wherein Contractor shall not be entitled to assert any claims therefrom, or else we may cancel the contract in full or in part after a reasonable time has elapsed. The acceptance of late delivery or service shall not entail a waiver of claims for damages.

VII. Packaging, Shipment, Acceptance of Delivery, Documents

(1) Contractor shall be liable for suitable packaging. Transport shall be freight prepaid to the place of destination specified by us according to Incoterms in the current version. The mode of transport shall be specified by us. In the case that we pay the transport charges and absent instructions regarding the mode of transport, the delivery shall be dispatched in the most cost-effective way taking into account the priority. Advice of dispatch shall be presented with the delivery in 2 copies, separately for each destination. An invoice shall not be deemed to be advice of dispatch.

(2) Each shipment shall be accompanied by a packing list on a neutral form. The shipping documents shall indicate our order number, project and product identifiers. In the case that an item is received without proper shipping documents, any costs and fees generated thereby shall be for Contractor’s account. In such a case we shall be entitled to refuse acceptance of, and to return, the delivery at Contractor’s expense and risk. In case that we are unable to accept a delivered item due to force majeure or other circumstances beyond our control including industrial disputes, we shall be entitled to specify another destination to Contractor.

(3) Contractor shall be obligated to provide us with a written declaration under customs law about the origin of the goods at the latest two weeks prior to delivery. Contractors domiciled in Germany or other EU member states shall provide us with a supplier’s declaration according to Regulation (EC) No 1207/2001 for all goods fulfilling the regulations on the origin in the preferential EU traffic. A long-term supplier’s declaration, ideally for a calendar year, may be provided for goods of preferential origin delivered on a regular basis and over extended periods. Contractor shall without delay and without being asked notify any change of origin. Upon our request Contractor shall substantiate their particulars on the origin of goods by means of an information sheet authenticated by customs authorities.

(4) Contractor shall assume sole responsibility for observing the provisions under customs and foreign trade and payments laws when importing or transporting the goods into the Federal Republic of Germany.

VIII. Passing of Risk, Documents

Any and all risk shall not pass to us until delivery of the goods is taken at the agreed place of performance. Up to that point in time any and all risk shall be on Contractor.

IX. Inspections, Checks

(1) We reserve the right to inspect in the works of Contractor or their previous suppliers, during manufacture and prior to delivery, the quality and

grade of the materials used, accuracy of dimensions and quantities, and other aspects of quality of the items manufactured, and compliance with the provisions of the order.

(2) In the case that we have reserved the right to final inspection and testing the completed deliveries in the works of Contractor by us and/or a third party commissioned by us, we or the commissioned third party shall receive prior notice in writing of at least two (2) weeks of the readiness for final inspection and testing. The costs and fees for production testing and final inspection and testing shall be at the expense of Contractor. The costs and fees for staff provided by us shall be excluded. The production testing and final inspection and testing shall not release Contractor from their obligations to perform or our claims based on defects according to Item XI.

X. Contractor’s Obligations in Contract Work and Services

(1) Unless the contract explicitly provides otherwise, Contractor shall be liable for the procurement of ancillary deliveries and services required for the work.

(2) To the extent that the order does not specify any further requirements, the goods shall be delivered and the services provided in the commercially usual quality and grade and if applicable, in conformity with DIN, VDE, VDI, DVGW, or equivalent standards. The deliveries shall be manufactured and outfitted and the services provided so that at the delivery date they comply with the operating conditions as communicated by us and with the regulations and provisions applicable on site. Observation by Contractor of the provisions adopted by legislators and supervisory authorities regarding execution, safety at work, fire safety and environmental protection is imperative. Contractor undertakes to impose as imperative the regulations indicated above on his subcontractors in the same way.

(3) Prior to beginning work Contractor shall submit to Principal a list of the personnel intended to be posted at the Principal’s or their customers’ premises. They will notify Principal of any changes in good time prior to performing services.

(4) In the case that Contractor, their subcontractors or any further subcontractors employ foreign national workers (aliens) who require a permit (in particular EU work permit or residence permit) for taking up work in the FRG, Contractor shall submit to Principal an original copy or certified copy of such permit in good time prior to taking up work. If the work permit is changed, withdrawn or revoked, Contractor shall without delay submit copy of the pertaining notice to Principal. In the case that the alien concerned cannot show a valid work permit or if the pertaining copy is not submitted in time, Principal shall be entitled to expel the employee concerned from the workplace. Contractor undertakes to impose the foregoing regulations on his subcontractors accordingly.

(5) Contractor assures compliance with the minimum conditions of labour applicable under the Posted Workers Act (where applicable) and with the applicable regulations of law on minimum wages and assures to not employ any aliens save with the required work permits. Contractor undertakes to require corresponding assurances from his subcontractors prior to their taking up work and to oblige them in turn to impose such obligations to any subcontractors of theirs.

(6) Contractor shall indemnify Principal from any obligations of Principal versus third parties (including those versus shared establishments of unions and management) which they may assert in respect of non-compliance with provisions of the Posted Workers Act, the law relating to minimum wages, etc., on the part of Contractor, a subcontractor or a further subcontractor of theirs.

XI. Claims Based on Defects, Statute of Limitations of such Claims, and Notice of Defects

(1) In the case of defects in deliveries and/or services the Contractor shall be liable according to the provisions of law unless provided otherwise hereinafter. Contractor shall be held liable for the ancillary deliveries and services supplied to the same extent as for his own deliveries/services.

(2) The guarantee of Contractor for material defects shall begin, for Contract Work and Services at acceptance, and in other respects, with the passing of risk. The limitation period of action for warranty shall be three years. This does not apply in case that the law provides for longer limitation periods.

(3) In case that subsequent performance fails or Contractor does not immediately fulfill his obligation to remove defects or to provide replacement within the term indicated by us, if they refuse to meet these obligations or if they are unable to provide replacement, we may assert claims for liability for defects under the law without setting any further time limit. In urgent cases we may remove defects ourselves, have a third party remove defects, or provide for replacement. Any costs and fees arising therefrom shall be borne by Contractor.

(4) A rectification of defects shall be considered failed if the first attempt of rectification of the defect within a suitable grace period is unsuccessful.

(5) Contractor shall be liable under the provisions provided by law. Such liability shall be unlimited. Contractor must indemnify us from any claims by third parties. Contractor shall provide for covering these risks by means of a manufacturer’s liability insurance to a sufficient extent. Such insurance coverage shall be substantiated upon the Principal’s request.

(6) The statutory provisions regarding the commercial duties of inspection and notices of defects shall apply (§§ 377, 381 HGB (= German Commercial Code)) with the following proviso: Our duty of inspection shall be limited to defects which are obviously apparent in our checking of incoming goods by visual inspection including the shipping documents and quality checks on a spot check basis (e.g. damage to the goods in transit, incorrect and short delivery). In case that acceptance after inspection is agreed, there is no obligation to inspect on our part. What is further decisive is the extent to which inspection is appropriate in a particular case taking into account the business matter concerned. The duty to notify regarding defects discovered at a later time shall remain unaffected. In any case, a notice of defects on our part shall be deemed to be without delay and in time if Contractor receives it within 10 days.

XII. Liability/Insurance

(1) In the case that a third party asserts against us claims for damages based on damaged products within the sphere of responsibility of Contractor, Contractor shall

upon first request indemnify Customer from all claims by third parties including the necessary costs and expenses to ward off such claims. Contractor may produce evidence that they are not responsible for the damage to the product.

(2) In case that damage causes the Contractor to initiate product recall or carry out corrections and modifications to the product, they shall be obligated to compensate any expenses arising therefrom for our company and for the customers/developers.

(3) Contractor shall be obligated to conclude and maintain a product liability insurance for the subject matter of the contract for an appropriate insured sum of a minimum of € 1 million per person/occurrence of damage to property. Any further claims on the part of our company shall remain unaffected.

(4) In case that a third party raises claims against us for a defective object of purchase or for breach of property rights under the law, Contractor undertakes to indemnify Customer from claims upon first request including the necessary costs and expenses to ward off damage.

XIII. Accounting, Payments, Set-off, and Retention

(1) Invoices for deliveries shall not be enclosed to shipments. Invoices shall be submitted to us separately for each delivery or service rendered and separately for each order, itemising the turnover tax, the tax identification number and where applicable accompanied by the certificate of exemption for construction work, and indicating the order number and project identifier.

(2) In the absence of deviating agreements, payment shall be made within 14 days less 3% cash discount or within 30 days without any discount, in the mode of payment at our discretion. The terms shall begin to run with receipt of the invoice or, in case the goods arrive later than the invoice, with receipt of the goods, however never prior to the agreed date of receipt of the goods.

(3) In the case of Contract Work and Services the foregoing statements shall apply accordingly for the final account following acceptance and handover of the work performed completely. Contractor shall provide evidence for honouring the due date which must be confirmed by us.

(4) A warning shall be required to establish default.

(5) We shall be entitled to assert the right of set-off and retention and to assert defence of lack of performance of the contract to the extent provided by law. We shall in particular be entitled to retain payments as long as claims are due to us for incomplete and defective services of the Contractor.

(6) Contractor shall have a right of off-set and retention solely for undisputed or finally and absolutely established counterclaims.

XIV. Assignment

Absent our prior written consent, Contractor shall not be entitled to assign their claims to any third party, in full or in part. Assignments of future claims in the scope of retention of title of previous suppliers of Contractor shall hereby be approved with the proviso that an off-set versus Contractor shall be admissible including having knowledge of the off-set in the amount of our total claim.

XV. Handing Over Documentation, Secrecy, Advertising

(1) Any drawings, models, samples, and other documentation handed over to, or drawn up or prepared according to our specifications by, Contractor or their employees and vicarious agents shall remain our property and may only be used in processing our order and in executing the ordered delivery and services, and may not be made available to any third party without our prior written consent. Contractor shall keep them carefully in safe custody free of charge for us and at their risk. After completion of our order said items shall be returned to us immediately and without being asked.

(2) Although the drawings, sketches, or descriptions etc. pertaining to the order shall be binding to Contractor, Contractor shall check them for any discrepancies and if any errors are identified or suspected, notice thereof shall be given to us in writing without delay. Otherwise they may not plead any such discrepancies or errors at a later time. Contractor shall assume sole responsibility for drawings, plans, and calculations they draft including those approved by us.

(3) Our inquiries, orders, and the pertaining correspondence must not be used for advertising purposes. Contractor may mention business relations with us only subject to our explicit consent in writing. Contractor shall further maintain silence versus third parties regarding any and all internal operations, devices, installations etc. in our and our customers’ facilities that they obtain knowledge of in conjunction with their activities for us, including after making inquiries and offers or when completing our orders. They shall also impose such obligation to their employees and vicarious agents.

XVI. Protective Rights of Third Parties

It shall be the Contractor’s responsibility to take care that any rights to third parties, in particular patents, trademarks, or utility models, shall not be infringed due to delivery and/or services, or use. They undertake to indemnify us from any third party claims and to compensate any expenditure arising from infringement of any such rights.

XVII. Place of Performance, Place of Jurisdiction, and Applicable Law

(1) The place of performance for deliveries and services shall be the destination specified by us. The place of payment shall be Neustadt/Weinstraße. The exclusive jurisdiction shall be the court competent for our established place of business. We shall also be entitled to bring action against Contractor at their general place of jurisdiction under the law.

(2) The laws of Germany shall apply exclusively. The UN convention on contracts for the international sale and purchase of goods shall not apply.

(3) According to § 26 BDSG (German Federal Data Protection Act) we point out that we store data in the scope of BDSG.

In a nutshell:

  • We provide you personalised language learning services. To do so, we request certain personally identifiable information from you, and we also gather some information about you as you use our services. If you terminate your account, we will delete all personally identifiable information you provided, but we may keep the information we gathered about you, and non-personally identifiable demographic information. For more details, see our Privacy Policy.
  • We (or our licensors) own the intellectual property rights in our services and service content. If you submit content for inclusion into our services, you give us a license to use the content. Of course, you must either own the rights to such content, or have the rights owner’s permission do so. If you think that some content has been included into our services in violation of your rights, contact us and we’ll sort it out.
  • You may only use our services and service content as set out in these Terms of Service. If you don’t agree with our terms, you must not use our services. We may modify the terms from time to time; if we do so, we will let you know and give you an opportunity to terminate your account if you do not agree with our modified terms.
  • We do our best but we cannot guarantee your success in learning. We also assume no responsibility for the results of your future use of the languages that you may or may not have learned with us.

(1) Introduction

These Terms of Service, together with our Privacy Policy (collectively “Terms”), govern your use of the services (“Services”) and content (“Service Content”) that we (or “Lingvist”) provide to you via our website, lingvist.com. By using our Services, you accept these Terms in full. If you disagree with these Terms or any part thereof, you must not use the Services.

Note that we offer certain Services in cooperation with our partners (“Cooperative Services”). If you choose to use Cooperative Services, you must additionally accept the terms of service and privacy policies of our respective partners.

(2) Your account and information

We reserve the right to restrict access to some or all Services at our discretion. We may choose to make certain Services accessible to you only against identification and/or payment.

To create your user account, we need you to give us certain personally identifiable information about yourself, including your email address and a password of your choice (your account information). By giving us your email address, you agree that we may use it to contact you for customer support, confirmations, product or service offers and other matters. You are responsible for keeping your password confidential.

As you use the Services, we gather some information about you. We use this information primarily to personalise the Services for you and to improve the Services. For more details, refer to our Privacy Policy.

We may permit you to submit some content for inclusion into the Services. In such cases, you must ensure that you don’t violate anyone else’s rights, and you must give us a license to use your content in our Services. For more details, refer to Article 4, “User generated content”.

You may request to terminate your account by contacting our customer support team. Upon termination of your user account, we will immediately and permanently delete all personally identifiable information that you have given us (including your account information), but we may keep non-personally identifiable demographic information, the data that we have gathered as you used the Services, and your user content as long as we see fit.

When you subscribe to our paid Services, you will have the right to request a refund during 14 calendar days from the date of your original purchase. After the expiry of this period, you may still cancel your subscription at any time; there will be no refund but you will be able to use the paid Services until the end of your then-current subscription period, after which your subscription will no longer be renewed. Please contact our customer support team to request a refund or cancel your subscription.

(3) License to use the Services

Unless otherwise stated, we or our licensors own the intellectual property rights in the Services and Service Content. You may use the Services and Service Content only for your own personal language learning, subject to the restrictions set out below and elsewhere in these Terms.

You must not reproduce, redistribute, sell, rent, sublicense, publicly display, publicly perform, make available, modify, transmit or otherwise exploit Service Content outside the Services, whether commercially or not. Where we make Service Content specifically available for use outside the Services, such use is subject to an additional license.

You must not use the Services in any way that causes, or may cause, damage to our website or impairment of the availability or accessibility of the Services; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use the Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Services without our express written consent.

You must not use the Services to transmit or send unsolicited commercial communications. “Lingvist” and all other trademarks, service marks, graphics and logos (collectively “marks”) used in connection with the Services are trademarks or service marks of Lingvist or their respective owners, and certain of such marks may be registered. Nothing in these Terms grants you any right to reproduce or otherwise use these marks.

(4) User generated content

In these Terms, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to the Services, for whatever purpose.

You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to us the right to sublicense these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).

You must not submit any user content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

We reserve the right to edit or remove any material submitted through our Services, or stored on our servers, or hosted or published upon our website.

Notwithstanding our rights under these Terms in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website. If you discover any content on our website that appears to infringe your rights, send us a specific claim to legal@lingvist.io and we will promptly remove the infringing content.

(5) Disclaimers

You agree that your use of the Services is at your own sole risk and that the Services are provided on an “as is, as available” basis, without warranties of any kind, either express or implied. To the maximum extent permitted by applicable law, Lingvist and its affiliates, officers and/or employees expressly disclaim any and all warranties, express or implied, regarding the Services, including any implied warranties of merchantability, fitness for a particular purpose, or noninfringement.

We strive to maintain the Services on a commercially reasonable basis. We do not warrant the completeness or accuracy of the information provided through the Services; nor do we commit to ensuring that the Services remain available or that the Service Content is kept up-to-date.

We try to make the Services accessible via most popular web browsers and devices. However, we cannot guarantee that the Services will function properly with all browsers, devices, and network services.

(6) Limitations and exclusions of liability

Nothing in these Terms will: (a) limit or exclude our or your liability for death or personal injury resulting from negligence; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; (c) limit any of our or your liabilities in any way that is not permitted under applicable law; or (d) exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this Section and elsewhere in these Terms: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the Terms or in relation to the subject matter of the Terms, including liabilities arising in contract and/or in tort.

To the extent that the Services and Service Content are provided free of charge, we will not be liable for any loss or damage of any nature.

We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

We will not be liable to you in respect of any loss or corruption of any data, database or software.

We will not be liable to you in respect of any special, indirect or consequential loss or damage.

(7) Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these Terms.

(8) Breaches of these Terms

Without prejudice to our other rights under these Terms, if you breach these Terms in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the Services, prohibiting you from accessing the Services, blocking computers using your IP address from accessing the Services, contacting your internet service provider to request that they block your access to the Services and/or bringing court proceedings against you.

(9) Changes to the Terms

We may revise these Terms from time to time. Revised Terms will apply to your use of the Services from the date of the publication of the revised Terms on our website or at a later date if specified in the revised Terms.

If we revise these Terms, we will notify you about it (e.g. via email or when you use the Services again). If you do not agree with the revised Terms, you may request to terminate your user account.

(10) Assignment

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these Terms without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms.

(11) Severability

If a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

(12) Exclusion of third party rights

These Terms are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these Terms is not subject to the consent of any third party.

(13) Entire agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and us in relation to your use of the Services, and supersede all previous agreements in respect of your use of the Services.

(14) Law and jurisdiction

These Terms will be governed by and construed in accordance with the laws of Republic of Estonia, and any disputes relating to these Terms will be subject to the exclusive jurisdiction of the courts of Estonia.

(15) Our details

Lingvist Technologies OÜ (doing business as “Lingvist”) is a private limited liability company incorporated in the Republic of Estonia. Our official address is Poska 10-17, 10126 Tallinn, Estonia. You may also contact us by email info@lingvist.io.

(16) Cooperative Services

We offer English courses on the basis of Simplified or Traditional Chinese in partnership with Linktel Inc, a Taiwanese corporation with its principal place of business at 12F, No. 105, Sec.2, Tun-Hwa S. Rd., Taipei 106, Taiwan (“Linktel”). If you choose to learn English on the basis of Simplified or Traditional Chinese, then you must accept Linktel Terms of Service and Linktel Privacy Policy in addition to ours.

Lingvist Gift Card Rules

Lingvist Gift Cards are the easiest way to gift to anyone the right to use Lingvist services.

In a nutshell:

Gift Cards can be purchased from the Lingvist website, and redeemed against subscriptions to our paid Services.

Gift Cards are valid for one year from the date of purchase and cannot be exchanged for cash. Unused Gift Cards can be refunded within 14 days from their date of purchase. Service subscriptions paid for with a Gift Card cannot be refunded. Since the Gift Cards are sold in electronic form, it is technically possible to make multiple copies of a single Gift Card. However, all such copies expire immediately as soon as the first copy is redeemed.

(1) Introduction

These Gift Card Rules (“Rules”) apply to the purchase and redemption of Gift Cards through our website. Our regular Terms of Use and Privacy Policy are applied to the Gift Card transactions with the exceptions contained within these Rules.

(2) Purchasing Gift Cards

You can purchase the Gift Cards from the Lingvist website when logged in to your Lingvist account. Purchased Gift Cards will be delivered to your registered email address or made available for downloading from our website. Each Gift Card is identified by an unique code.

Lingvist Gift Cards are valid for one year from the date of purchase unless redeemed earlier.

(3) Redeeming Gift Cards

You can redeem a valid Gift Card against the Services listed thereon. To do so, you must log in to your Lingvist account and enter the Gift Card code when purchasing a subscription. If you don’t have a Lingvist account yet, you can create one free of charge. Lingvist Gift Cards can not be exchanged for cash.

(4) Refunds

Gift Cards can only be refunded within 14 days from their date of purchase unless they have been already redeemed. Service subscriptions paid for with a Gift Card cannot be refunded at all.

(5) Risks

Since the Gift Cards are sold in electronic form, it is technically possible to make multiple copies of a single Gift Card. However, all such copies expire immediately as soon as the first copy is redeemed.

The risk of loss for Gift Cards passes to the purchaser upon electronic transmission of the Gift Card from Lingvist to the purchaser. Lingvist has no obligation to replace lost or stolen Gift Cards, but you may report lost or stolen Gift Cards to our customer support team.

Terms of Service valid until 2017-03-01

In a nutshell:

  • We provide you personalised language learning services. To do so, we request certain personally identifiable information from you, and we also gather some information about you as you use our services. If you terminate your account, we will delete all personally identifiable information you provided, but we may keep the information we gathered about you, and non-personally identifiable demographic information. For more details, see our Privacy Policy.
  • We (or our licensors) own the intellectual property rights in our services and service content. If you submit content for inclusion into our services, you give us a license to use the content. Of course, you must either own the rights to such content, or have the rights owner’s permission do so. If you think that some content has been included into our services in violation of your rights, contact us and we’ll sort it out.
  • You may only use our services and service content as set out in these Terms of Service. If you don’t agree with our terms, you must not use our services. We may modify the terms from time to time; if we do so, we will let you know and give you an opportunity to terminate your account if you do not agree with our modified terms.
  • We do our best but we cannot guarantee your success in learning. We also assume no responsibility for the results of your future use of the languages that you may or may not have learned with us.

Finally, we are currently in beta. This means that parts of our services may be not yet functional, broken, or changed without warning. This also means that we may even terminate some or all of our services, or your access to them, without warning. That said, we do hope you enjoy your stay.

(1) Introduction

These Terms of Service, together with our Privacy Policy (collectively “Terms”), govern your use of the services (“Services”) and content (“Service Content”) that we (or “Lingvist”) provide to you via our website, lingvist.com. By using our Services, you accept these Terms in full. If you disagree with these Terms or any part thereof, you must not use the Services.

(2) Your account and information

We reserve the right to restrict access to some or all Services at our discretion. We may choose to make certain Services accessible to you only against identification and/or payment.

To create your user account, we need you to give us certain personally identifiable information about yourself, including your email address and a password of your choice (your account information). By giving us your email address, you agree that we may use it to contact you for customer support, confirmations, product or service offers and other matters. You are responsible for keeping your password confidential.

As you use the Services, we gather some information about you. We use this information primarily to personalise the Services for you and to improve the Services. For more details, refer to our Privacy Policy.

We may permit you to submit some content for inclusion into the Services. In such cases, you must ensure that you don’t violate anyone else’s rights, and you must give us a license to use your content in our Services. For more details, refer to Article 4, “User generated content”.

You may request to terminate your account by contacting our customer support team. Upon termination of your user account, we will immediately and permanently delete all personally identifiable information that you have given us (including your account information), but we may keep non-personally identifiable demographic information, the data that we have gathered as you used the Services, and your user content as long as we see fit. For information about the availability of refunds, see our Payment Policy.

(3) License to use the Services

Unless otherwise stated, we or our licensors own the intellectual property rights in the Services and Service Content. You may use the Services and Service Content only for your own personal language learning, subject to the restrictions set out below and elsewhere in these Terms.

You must not reproduce, redistribute, sell, rent, sub-license, publicly display, publicly perform, make available, modify, transmit or otherwise exploit Service Content outside the Services, whether commercially or not. Where we make Service Content specifically available for use outside the Services, such use is subject to an additional license.

You must not use the Services in any way that causes, or may cause, damage to our website or impairment of the availability or accessibility of the Services; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use the Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Services without our express written consent.

You must not use the Services to transmit or send unsolicited commercial communications. “Lingvist” and all other trademarks, service marks, graphics and logos (collectively “marks”) used in connection with the Services are trademarks or service marks of Lingvist or their respective owners, and certain of such marks may be registered. Nothing in these Terms grants you any right to reproduce or otherwise use these marks.

(4) User generated content

In these Terms, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to the Services, for whatever purpose.

You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).

You must not submit any user content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

We reserve the right to edit or remove any material submitted through our Services, or stored on our servers, or hosted or published upon our website.

Notwithstanding our rights under these Terms in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website. If you discover any content on our website that appears to infringe your rights, send us a specific claim to legal@lingvist.io and we will promptly remove the infringing content.

(5) Disclaimers

You agree that your use of the Services is at your own sole risk and that the Services are provided on an “as is, as available” basis, without warranties of any kind, either express or implied. To the maximum extent permitted by applicable law, Lingvist and its affiliates, officers and/or employees expressly disclaim any and all warranties, express or implied, regarding the Services, including any implied warranties of merchantability, fitness for a particular purpose, or noninfringement.

We strive to maintain the Services on a commercially reasonable basis. We do not warrant the completeness or accuracy of the information provided through the Services; nor do we commit to ensuring that the Services remain available or that the Service Content is kept up-to-date.

We try to make the Services accessible via most popular web browsers and devices. However, we cannot guarantee that the Services will function properly with all browsers, devices, and network services.

(6) Limitations and exclusions of liability

Nothing in these Terms will: (a) limit or exclude our or your liability for death or personal injury resulting from negligence; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; (c) limit any of our or your liabilities in any way that is not permitted under applicable law; or (d) exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this Section and elsewhere in these Terms: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the Terms or in relation to the subject matter of the Terms, including liabilities arising in contract and/or in tort.

To the extent that the Services and Service Content are provided free of charge, we will not be liable for any loss or damage of any nature.

We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

We will not be liable to you in respect of any loss or corruption of any data, database or software.

We will not be liable to you in respect of any special, indirect or consequential loss or damage.

(7) Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these Terms.

(8) Breaches of these Terms

Without prejudice to our other rights under these Terms, if you breach these Terms in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the Services, prohibiting you from accessing the Services, blocking computers using your IP address from accessing the Services, contacting your internet service provider to request that they block your access to the Services and/or bringing court proceedings against you.

(9) Changes to the Terms

We may revise these Terms from time to time. Revised Terms will apply to your use of the Services from the date of the publication of the revised Terms on our website or at a later date if specified in the revised Terms.

If we revise these Terms, we will notify you about it (e.g. via email or when you use the Services again). If you do not agree with the revised Terms, you may request to terminate your user account.

(10) Assignment

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these Terms without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms.

(11) Severability

If a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

(12) Exclusion of third party rights

These Terms are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these Terms is not subject to the consent of any third party.

(13) Entire agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and us in relation to your use of the Services, and supersede all previous agreements in respect of your use of the Services.

(14) Law and jurisdiction

These Terms will be governed by and construed in accordance with the laws of Republic of Estonia, and any disputes relating to these Terms will be subject to the exclusive jurisdiction of the courts of Estonia.

(15) Our details

Lingvist Technologies OÜ (doing business as “Lingvist”) is a private limited liability company incorporated in the Republic of Estonia. Our official address is Poska 10-17, 10126 Tallinn, Estonia. You may also contact us by email info@lingvist.io.

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