Terms of Use

PLEASE READ THESE TERMS OF USE TOGETHER WITH OUR PRIVACY POLICY (TOGETHER,  THE “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING ANY APPLICATION OR USING THE SERVICES OFFERED BY MARCOPOLO LEARNING,  INC. (“MarcoPolo”). BY VISITING THE WEBSITE, DOWNLOADING ANY APPLICATION OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

  1. ACCESS TO THE SERVICES.

    The applications, games, website and any other features, content, and other services offered by MarcoPolo (the “Services”) are owned and operated by MarcoPolo. You may use the Services solely for your own use, and not for the use or benefit of any third party. MarcoPolo may change, suspend or discontinue the Services at any time.  MarcoPolo may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. MarcoPolo reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice through the Services. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

  2. SERVICES AND CONTENT.

    All materials displayed or performed on the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations, (the “Content”) are protected by copyright. You shall abide by all copyright notices, trademark  rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned  by you: (i) without the express prior written consent of the respective owners, and – (ii) in any way that violates any third party right. The Services are protected by copyright as collective works  and/or  compilations, pursuant to U.S. copyright  laws, international conventions, and other intellectual property laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 2), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content,  software,  materials,  or Services  in whole or in part. You may download  or copy the Content (and other items displayed on the Services for download) for personal non-­?commercial use only, provided  that you maintain all copyright and other notices contained in such Content. You shall not store  any significant portion of  any Content in any form.  Copying or storing of any Content other than personal, noncommercial use is expressly prohibited without prior written permission from MarcoPolo or from the copyright holder identified in such Content’s copyright notice.

  3. RESTRICTIONS.

    You agree that you will not use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance  or regulation;  (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing,  tortious, defamatory, vulgar, obscene, libelous, or otherwise  objectionable;  (iv) involves commercial activities and/or sales without MarcoPolo’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of  MarcoPolo;  or  (vi) contains a virus, trojan horse, worm, time  bomb, or other harmful computer code, file, or program. MarcoPolo reserves the right to remove any Content from the Services at any time, for any reason or for no reason at all. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination  of your right to access or use the Services. Further, the use of manual or automated  software, devices, or other processes to “crawl,” “scrape,” or “spider” any part of the Services is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.

  4. WARRANTY DISCLAIMER.

    MarcoPolo has no special relationship with or fiduciary duty to you. You acknowledge that MarcoPolo has no control over, and no duty to take any action  regarding: which users gain access to the Services, what Content you access via the Services, what effects the Content may have on you, how you may interpret  or use the Content, or what actions you may take as a result of having been exposed  to the Content. You release MarcoPolo from all liability for you having acquired or not acquired Content through the Services. MarcoPolo makes no representations concerning any content contained in or accessed through the Services, and MarcoPolo will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.  THE SERVICES, CONTENT, AND ANY SOFTWARE ARE  PROVIDED ON AN “AS  IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-­?INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-­?FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  5. INDEMNITY.

    You will indemnify and hold MarcoPolo, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services,  your violation  of this Agreement, or the infringement  by you of any intellectual  property  or other right of any person or entity.

  6. LIMITATION  OF LIABILITY.

    TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL MARCOPOLO OR ITS SUPPLIERS, OR THEIR RESPECTIVE  OFFICERS, DIRECTORS, EMPLOYEES,  OR AGENTS BE LIABLE WITH  RESPECT  TO  THE  SERVICES  OR  THE  SUBJECT  MATTER OF  THIS  AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY  (I) FOR ANY AMOUNT IN THE AGGREGATE  IN EXCESS OF THE GREATER OF (X) THE AMOUNTS  PAID BY YOU FOR THE SERVICES OR (Y) $100; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER;  (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND MARCOPOLO’S REASONABLE CONTROL. SOME  STATES DO NOT ALLOW THE  EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS  MAY NOT APPLY TO YOU.

  7. TERMINATION.

    This Agreement shall remain in full force and effect while you use the Services.  You may terminate your use of the Services at any time. MarcoPolo may terminate or suspend your access to the Services for any reason. MarcoPolo may also terminate or suspend any and all Services immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination, your right to use the Services and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall  survive  termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

  8. MISCELLANEOUS.

    The failure  of either party to exercise,  in any respect,  any right provided  for herein shall not be deemed  a waiver  of any further  rights hereunder. MarcoPolo  shall not be liable for any failure to perform  its  obligations  hereunder  where  such  failure  results  from  any  cause  beyond  MarcoPolo’s reasonable control,  including,  without  limitation,  mechanical,  electronic  or communications  failure  or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the  minimum  extent  necessary  so  that  this  Agreement  shall  otherwise remain  in full  force  and  effect  and enforceable.  This Agreement is not assignable, transferable or sub-licensable by you except with MarcoPolo’s prior written consent. MarcoPolo may transfer, assign or delegate this Agreement and its rights and obligations without consent.     Both  parties  agree  that  this  Agreement   is the complete  and  exclusive  statement  of  the  mutual understanding  of  the  parties  and  supersedes  and  cancels  all  previous  written  and  oral  agreements, communications   and  other  understandings   relating   to  the  subject  matter  of  this  Agreement,   and  that  all modifications  must  be  in  a  writing  signed  by both  parties,  except  as  otherwise  provided  herein.    No  agency, partnership,  joint  venture,  or  employment  is  created  as  a result  of  this  Agreement  and  you do  not  have  any authority of any kind to bind MarcoPolo in any respect whatsoever.  Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

  9. ARBITRATION; GOVERNING LAW.

    This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict  of laws provisions  thereof.  Any dispute  arising from or relating to the subject matter of this Agreement  shall be finally settled by arbitration in New York, New York, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to  such  court  for  judicial   acceptance   of  any  award   and  an order  of  enforcement,   as  the  case  may  be. Notwithstanding   the  foregoing,  each  party  shall  have  the  right  to  institute  an  action  in  a  court  of  proper jurisdiction  for injunctive  or other equitable  relief pending a final decision by the arbitrator.   For all purposes  of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of New York.

  10. APPLE DEVICE AND APPLICATION TERMS.

    1. Both  you  and  MarcoPolo  acknowledge  that  this  Agreement  is  concluded  between  you  and MarcoPolo only, and not with Apple, and that Apple is not responsible for the Application or the Content;

    2. The Application   is   licensed   to   you   on   a   limited,   non-­?exclusive,    non-­?transferrable,   non-­? sublicensable  basis, solely to be used in connection  with the Service for your private, personal, non-­?commercial   use,  subject  to  all  the  terms  and  conditions  of  this  Agreement  as  they  are applicable to the Service;

    3. You will only use the Application in connection with an Apple device that you own or control;

    4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

    5. In the event of any failure of the Application  to conform  to any applicable  warranty,  including those  implied  by  law,  you  may  notify  Apple  of  such  failure;  upon  notification,  Apple’s  sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;

    6. You acknowledge  and agree  that MarcoPolo,  and not Apple,  is responsible  for addressing  any claims you or any third party may have in relation to the Application;

    7. You acknowledge  and agree that, in the event of any third party claim that the Application  or your possession and use of the Application infringes that third party’s intellectual property rights, MarcoPolo, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

    8. You represent  and warrant that you are not located in a country subject to a U.S. Government embargo,  or  that  has  been  designated  by  the  U.S.  Government  as  a  “terrorist  supporting” country,  and  that  you  are  not  listed  on  any  U.S.  Government  list  of  prohibited  or  restricted parties;

    9. Both you and MarcoPolo  acknowledge  and agree that, in your use of the Application,  you will comply with any applicable  third party terms of agreement  which may affect or be affected by such use; and

    10. Both you and MarcoPolo  acknowledge  and agree that Apple and Apple’s  subsidiaries  are third party beneficiaries  of this Agreement,  and that upon your acceptance  of this Agreement,  Apple will have the right (and will be deemed  to have accepted  the right) to enforce this Agreement against you as the third party beneficiary hereof.

  11. CONTACT.

    If you have any questions, complaints, or claims with respect to the Services, you may contact us at  support@gomarcopolo.com.

Effective: January 1, 2014