Speech Trader LLC
Date of Last Revision: September 11, 2014
The following describes the terms on which Speech Trader LLC (collectively referred to herein as “Speech Trader”, “We”, or “Us”) offers you access to our website www.speechtrader.com (the “Site”). Your permission to use the Site, Service and the licenses granted herein, are expressly conditioned upon your acceptance of these terms and conditions and policies, which are hereby incorporated by reference (collectively, the “Terms”):
1.1 Service. Our Site, www.speechtrader.com, is a web-based marketplace service that provides anyone with material relevant to the field of speech-language pathology a marketplace to exchange ideas, treatment material and other meaningful user generated content, of which, the registered “Members” of the Site can sell their content, or purchase content, directly from/to other Members (the “Service”). Speech Trader at no time owns or sells any product for, or on behalf of any Member or other content providers.
1.2 Acceptance of Terms. These Terms govern your access to and use of the Service, whether in the capacity of a Member, or visitor, including the finding, buying, posting, selling, and sharing of any Member content, and participating in online forums, feedback loops, bulletin boards, wikis, and chats, which features and activities shall also be considered part of the Service. Portions of the Service are publicly available to all visitors to the Site. Other portions of the Service are available only to registered Members. By registering on the Site or by using the Service in any manner – including, but not limited to, visiting the Site, you acknowledge and agree to the Terms stated herein, which apply to both visitors and Members.
3.1 Representations and Warranties. In consideration of your use of the Service, you represent that: (a) you are at least 18 years of age; and (b) are not a person barred from receiving these Service under the laws of the United States or other applicable jurisdiction. You further agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the Service’s Member registration form (“Member Information”); (b) maintain and promptly update the Member Information to keep it true, accurate, current, and complete at all times; and (c) keep your Member login information secure and confidential. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Speech Trader has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, without limiting any other remedies, Speech Trader has the right to suspend or terminate your Member account and refuse any and all current or future use of the Service (or any portion thereof).
3.2 Service Subject to Change. You acknowledge and agree that substance and form of the Service in which Speech Trader provides may change from time to time without prior notice to you. Further, you acknowledge and agree that Speech Trader may stop providing the Service, or included features, to you or to users generally at Speech Trader’s sole discretion and without providing prior notice to you. You acknowledge and agree that if Speech Trader disables your account, your access to the Service and your files contained therein will be restricted or barred altogether.
3.3 Your Responsibilities. You acknowledge and agree that by using the Service you are solely responsible for any breach of your obligations under these Terms and for any consequences, including loss or damages to Speech Trader, arising out of such a breach. You acknowledge and agree that Speech Trader has no responsibility to you or to any third party arising out of your breach of any obligation imposed on you under these Terms.
3.4 Legitimate Use of Service. You agree to use the Service only for legitimate purposes and in accordance with their intended use and that you will not reproduce, duplicate, copy, sell, trade, or resell the Service for any purpose. Your use of the Service is limited to what is permitted by these Terms and by any applicable law, regulation or generally accepted practices or guidelines in the proper jurisdiction in which you are using the Service.
3.5 No Interference. You agree that your use of the Service will not interfere or disrupt the Service or the servers and networks, which are connected to the Service. You agree not to transmit any worms or viruses, spyware, malware, or any other harmful or destructive code or to use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service. Speech Trader reserves the right to develop, invoke, or utilize any means to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of any automated means you may use to access the Service.
As a condition to your use of the Service, you agree to the following:
(a) you are responsible for all activity that occurs under your Member account, including your conduct and any content, materials or information that you submit, post, and display on the Service, or that is submitted, posted, and/or displayed on the Service under your Member account;
(b) you agree not to stalk or otherwise harass anyone on or through the Service;
(c) you agree not to collect any personally identifying data about Members or visitors for commercial or unlawful purposes; or impersonate any person or entity, including without limitation, a Speech Trader employee or user, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) you agree not to sell or offer for sale stolen goods and/or materials that infringe a patent, trademark, trade secret, copyright or other proprietary rights of another person, or entity or that violate any rights of privacy or publicity, or that defame or libel any person or entity, or offer content that you do not have a right to make available under any law or under contractual or fiduciary relationships (including without limitation any goods purchased or obtained by you without right of resale);
(e) you agree not to manipulate the price of any item or interfere with other Members’ listings;
(f) you agree not to advertise any illegal products or services or the sale of any items the sale of which is prohibited or restricted by applicable law;
(g) you agree not to disrupt the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or in any manner that otherwise negatively affects Members’ and visitors’ ability to use the Service; or
(h) you agree not to attempt to regain access to Speech Trader following a ban or account termination, including without limitation by means of opening or attempting to open a new account under the same or different login.
5.1 Your Actions. As a condition to your use of the Service, you agree not to:
(a) upload, post, email, transmit, or otherwise make available any content, material, or information to, on, or through the Service that is fraudulent, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, pornographic, profane, sexually explicit or indecent, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
(b) upload, post, email, transmit, or otherwise make available to Members or visitors any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, affiliate links, or any other form of solicitation;
(c) provide materials or any other content for download that contain viruses or any other code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
(d) include hyperlinks, in products for sale on Speech Trader, to the website of any other platform or service offering or facilitating the sale of speech therapy materials or products;
(e) transmit email or any other content that is false, deceptive, misleading, deceitful, or constitutes bait and switch; or
(f) employ misleading email or IP addresses, or forged headers, or otherwise manipulated identifiers in order to disguise the origin of content transmitted through the Service.
5.2 Prohibits Conduct. Speech Trader prohibits certain user conduct and content described above and, without obligation, will use reasonable efforts to eliminate such conduct and content from the Service. Nevertheless, you acknowledge and agree that (i) Speech Trader is not and cannot be responsible for any content, information, or materials posted by Members on the Service, (ii) you may be exposed to any such materials, information, or content, and (iii) you must bear all risks associated with the exposure to and/or use of any such materials, information, or content, including without limitation any reliance on the accuracy, completeness, or usefulness of such materials, information, or content.
5.3 Modifications and Review. Without limitation of the foregoing, Speech Trader has the right to, but may or may not, pre-screen and/or monitor content posted on the Service, and without limiting any remedies, may remove, edit, move, or close, in whole or in part, any content, information or materials, or thread or posting in any chat room and/or similar feature on the Service, at any time for any reason, in Speech Trader’s sole discretion.
6.1 Marketplace Use. You may create a Member account in the Service free of charge. Additionally, it is free for visitors and Members to browse the marketplace of products uploaded for purchase by other Members. Notwithstanding Section 7.1 below, it is free for Members to upload products to offer for sell on the Service.
6.2 Transaction Service Fee. Members who wish to sell their products, both physical and virtual, through the Service (“Seller”) will be assessed a service fee, (further defined in Section 7.1 below) on each transaction, based on the gross transaction amount. Members who purchase products on the Site (“Buyer”) are not assessed a Service Fee for purchases made through the Service. Upon providing adequate notice, the Service Fee is subject to change at the sole discretion of Speech Trader.
6.3 Product Pricing. Sellers are responsible for setting the prices for the sale of their products listed for sell on the Service. Once an item is purchased by a Buyer, the Sellers are contractually obligated to sell that product at the prices listed on the Service at time of purchase.
6.4 Processing, Shipping & Handling Fees. Speech Trader does not set the price or terms related to shipping, handling or the processing of a transaction. The Seller is responsible for determining such fees prior to posting the product for sell and must include such cost in the purchase amount.
6.5 Shipping of Physical Products. Because Speech Trader does not own, possess, warehouse, or sell items on the Service, either independently or on behalf of a third party, it is not responsible for the shipping of products sold. It is the responsibility of the Buyer and Seller to communicate with one another regarding the shipping of items purchased through the Service. The Seller must verify the shipping address with the Buyer before shipping the product. As stated before, all cost associated with shipping a product must be included in the purchase price.
6.6 Refund Policy. All product sales, both physical and virtual, are final, and as such no refunds are available. However, Speech Trader may in its sole discretion make certain exceptions to this policy based on the circumstances of a transaction (i.e., digital file is defective, a product description is materially deceptive or misleading, and/or a product has not been shipped within two weeks of an order being placed). If an exception is made, Speech Trader may issue a refund to the Buyer for such purchase in any manner it deems appropriate, including without limitation in the form of Service credit. Refunds will not be available for Buyers who do not have the appropriate hardware/software to open or utilize product files, as it is the Buyers responsibility to ensure compatibility and that the products being purchased do not infringe the intellectual property rights of others. Further, products removed from the Service due to a complaint of copyright/trademark infringement, or for any other reason, are not eligible for a refund. If Speech Trader elects to issue a refund to a Buyer, the amount refunded will be deducted from the Seller’s next monthly distribution, provided however that if the Seller’s next monthly payout is less than the refund amount to the Buyer, Speech Trader may charge such refund amount to the Seller’s credit card/PayPal account on file.
6.7 Transaction Payments. Subject to be modified at the sole discretion of Speech Trader, all payments made through the Service will be processed through PayPal (www.PayPal.com). Speech Trader does not make any representations regarding the services provided by PayPal and is not responsible for delays in payment caused by them.
7.1 Agreement to Pay Service Fees. For each product (digital and/or physical) sold through the Service, Sellers agree to the following combined Service Fees:
(a) 2.9% percent of the sale price of each item sold, plus thirty ($.30) cents per item to PayPal for facilitating the transaction (the “PayPal Transaction Fee”); plus
(b) thirty (35%) percent of the net proceeds from the item sold once the PaypPal Transaction Fee is deducted to Speech Trader for the use of the Services.
7.2 Payment of Service Fee. Speech Trader will automatically deduct the Service Fee from the sale price collected from the Buyer through the Service, and then will distribute the remaining amounts to the Seller on a monthly basis as follows:
(a) Speech Trader will collect payment from Buyers at the time the product is purchased through the Service;
(b) Speech Trader will notify the Seller of a sale once payment has been verified and collected from the Buyer;
(c) Once payment has been verified and collected, for digital products, the Buyer will gain immediate access to such files for download and viewing and in the case of physical products, Speech Trader will provide the Seller with the Buyer’s shipping address and any other information required to fulfill and finalize the purchase; and
(d) Provided that Sellers are in compliance with these Terms, on a monthly basis, Speech Trader will distribute money due to Sellers from the sale of products, solely to Seller, in accordance with the terms of this Article. All distributions made by Speech Trader will be through PayPal to verified accounts only. For any month that a distribution is made by Speech Trader to Sellers, two (2%) percent of the total distribution amount, not to exceed $1.00, will be deducted from the Sellers distribution by PayPal (the “PayPal Distribution Fee”. Sellers acknowledge and agree to the PayPal Distribution Fee.
7.3 Agreement to Deliver Purchase. Sellers agree that upon notification of a sale of a product, Sellers will promptly ship the relevant physical product sold by the Seller through the Service, in accordance with any representations made by the Seller on the Service and/or in connection with such product being sold, including, for example, with respect to the pricing and shipping of such product, and in any event in accordance with all applicable state and federal laws, rules, regulations, and/or industry standards. The Service, under any circumstance, does not authorize Sellers to ship to any address other than that which is provided to it by Speech Trader. When selling digital products, Sellers agree that the entire product being sold must be contained within the download offered, and that no part of such digital product will be delivered separately or require an additional purchase, for example via a third-party website or other channel.
7.4 Disclosure of Buyer Information. Unless otherwise authorized, Sellers agree not to, and agree to cause their affiliates, agents, employees and contractors not to, use or disclose to any third party any order information, or other data or information specific to Buyers or any other Members of the Service, which is obtained through the Service or disclosed to Sellers by Speech Trader in connection with a transaction made via the Service, for any purpose except as necessary to complete transactions made through the Service and otherwise fulfill their obligations under these Terms, including, without limitation, for purposes of solicitation, advertising, direct marketing, harassment, invasion of privacy, or any other objectionable conduct.
7.5 Funds Withheld. If a Seller is in breach of these Terms, Speech Trader reserves the right in its sole discretion, to withhold any funds that would otherwise be due to such Seller under these Terms, and either keep those funds permanently, or refund them to the Buyers who purchased products from the Seller. All money due to Sellers pursuant to this Section will be paid to such Sellers as close to one (1) month following the last day of the month in which a product of the Seller is sold. Speech Trader reserves the right in its sole discretion to delay payment as necessary.
7.6 Representations and Warranties. By listing an item for sale, or uploading it to the Service, Sellers represent and warrant to prospective Buyers that Sellers have the right and ability to sell and to ship such products listed, and that the product listing is accurate, current, and complete and is not misleading or otherwise deceptive. Sellers further represent and warrant that the products and use of the same will not infringe any right, including, but not limited to the copyright or trademark right of any third party.
8.1 Purchase Payment. At the point of purchase, Buyers agree to pay in full for all purchases of products through the Service and agree to make such payments to Speech Trader exclusively through PayPal. Buyer agrees that Speech Trader may charge the Buyer’s credit card or PayPal account for any product purchased, including any applicable shipping charges, and for any additional amounts as may be accrued to or in connection with your Member account.
8.2 Product Delivery. Once the Buyer has tendered payment for the purchased products, the Buyer will have the ability to download the product materials from the Service for as long as the product materials are available through the Service. Speech Trader in its sole discretion, may choose to make the product materials that a Buyer purchases, available indefinitely through the Service. Accordingly, a Buyer’s access to such product materials through the Service may be disabled if the product material is removed from the Service, for example, by the Seller as a result account closure or the product materials are being removed in response to an intellectual property complaint by a third party. Therefore, Buyer’s are encouraged to download any product materials that they purchase, and to backup those product materials offline in a safe and secure data storage device. Speech Trader cannot restore access to, or provide copies of, purchased materials that have been removed from our Service. Should product materials be removed from the Service, Speech Trader cannot restore access to, or provide copies of such product materials.
8.3 Software Compatibility. Buyers assume sole and exclusive responsibility for ensuring that the file format for the product materials they are purchasing is compatible with their computer and applications. Speech Trader is not responsible to Buyers or Sellers for incompatible file formats, software/hardware compatibility, or usability. Refunds will not be given for incompatible software or hardware issues.
8.4 Sharing Products. Buyers agrees not to share, upload, post to the internet resale, make available, or otherwise, any product material purchased through the Service, unless additional licenses to do so have been purchased. Unless otherwise stated by the Seller, the Buyer’s rights to use the products purchased through the Service are for individual, non-commercial or promotional use. Use of the products to the contrary is a direct violation of these Terms and possibly state and federal intellectual property laws, which will result in immediate account deletion and other actions as Speech Trader deems appropriate in its sole and exclusive discretion.
8.5 Representations and Warranties. BUYERS ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL SALES PRICES AND FEES, AND FOR PROVIDING SPEECH TRADER WITH VALID CREDIT CARD/PAYPAL ACCOUNT INFORMATION NECESSARY FOR PAYMENTS OF ALL SUCH FEES AND CHARGES. The Buyer further agrees as follows that:
(a) delivery of the product materials to the Buyer, whether electronically delivered or physically shipped and delivered, does not transfer to the Buyer any commercial or promotion use rights in the products or materials;
(b) the Buyers use of the Service constitutes acceptance of and agreement to use the Service and any purchased products solely in accordance with these Terms and that any use of the Service or product materials to the contrary may violate copyright and other laws of the United States, applicable state laws, as well as other countries and Buyers may be subject to liability for such unauthorized use; and
(c) as a condition of use, Buyer agrees not to share products or materials purchased through the Service with ANYONE, unless additional licenses have been purchased from the Seller.
Sellers have the opportunity to advertise their products through the Service free of charge. Sellers can request promotional space on the Site or through email directly to Members of the Site, all of which is free of charge to the Seller. Requesting promotional space does not guarantee that it will be provided to the requesting Seller and Speech Trader reserves the right at all times, and in its sole discretion to allow or deny Sellers to use promotional space within the Service. Furthermore, Speech Trader reserves the right to advertise the Service and products listed for purchase within the Service through other non-web based outlets, such as trade shows or trade journals. These advertisements may showcase a Sellers products or materials, but in no event will they include personal or private Seller information. Speech Trader reserves the sole and exclusive right to advertise through external avenues, which may or may not, showcase a Seller’s products or materials, without first obtaining approval from the Seller whose products are showcased. It is important to note, that regardless of the advertising channel, all products will be sold exclusively on the Site and not through contemplated advertising channels.
10.1 Electronic Signatures. Use of the Service includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
10.2 Limitations. Your direct interactions with other visitors to or Members of the Service, including the purchase of, sale of, payment for, and delivery of products, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and that individual. You further understand and agree that Speech Trader is not involved in any actual transactions made through the Service, and that it is not the agent or representative of any Seller, Buyer or visitor for any purpose whatsoever and that it is not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other visitor’s or Member’s use or disclosure of your personally identifiable information. IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY MEMBER OR VISITOR OF THE SERVICE), SPEECH TRADER IS UNDER NO OBLIGATION TO BECOME INVOLVED, AND YOU HEREBY RELEASE SPEECH TRADER FROM ANY CLAIMS, DEMANDS, OR DAMAGES OF ANY KIND AND OF ANY NATURE ARISING OUT OF OR RELATING TO ANY SUCH DISPUTE. You agree that you are solely and exclusively responsible for any federal, state, or local taxes, including sales taxes, that might apply to any sales you make in connection with the Service.
10.3 Transfer of Title. Speech Trader does not transfer legal title or ownership of products from the Sellers to the Buyers. Unless a Buyer and Seller agree otherwise, legal ownership to any product passes to the Buyer upon the physical delivery of such item from the Seller to the Buyer.
11.1 Content Ownership and Responsible Parties. You acknowledge and agree that all information (data files, text, software, audio files, sounds, photographs, videos, etc…), which you may have access to through your use of the Service, are the sole responsibility of the individual from which the content originates. You may not modify, rent, lease, sell, loan, distribute or create derivative or aggregate work based on any of the content provided to you through your use of the Service, either in whole or in part, unless you have express permission from Speech Trader or by the owners of that content. The content made available to you through the use of the Service may be protected by intellectual property rights, which are owned by the owners, or providers if applicable, of the content.
11.2 Your Content. You acknowledge and agree that you are solely responsible for any content that you create, transmit, display or provide as part of the Service. Speech Trader, or any other third party, is not responsible for or liable for any such content generated or transmitted by you in relation to your use of the Service. Speech Trader reserves the right at any time and in its sole discretion to review, pre-screen, filter, modify, remove, or refuse content generated by you or other users for use as a part of the Service.
11.3 Third Party Content or Services. The Service may contain content or services provided by third parties and or links to third party services or other website resources. Speech Trader is not responsible, or liable, for the accuracy, availability, functionality, adherence to third party policies, or the legality of the content or services. Speech Trader does not endorse, such websites, services or resources or the content, products, or services on or available from these websites or resources. You are solely responsible for and assume all risk arising from your use of any such third party websites, services, or resources.
12.1 Speech Trader’s Intellectual Property. You acknowledge and agree that Speech Trader, or its licensors, own all legal right, title and interest in and to the Service being provided, including but not limited to any intellectual property rights that may or may not be registered. Nothing in these Terms, either express or implied, gives you a right to use any of Speech Trader’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You agree that you shall not remove, obscure, or alter any proprietary rights, which may be affixed to or contained within the Service.
12.2 License Grants by Speech Trader. Speech Trader gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Service provided to you. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Service, in the manner permitted by these Terms. Unless you have express written permission from Speech Trader, you may not, or you may not permit another, to: (i) copy, modify, create a derivative work of or reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof; or (ii) assign, or grant a sub-license of your rights to use the Service, grant a security interest in or over your rights to use the Service or transfer any part of your rights to use the Service.
12.3 License Grants by Seller. When you submit or upload content on or through the Service, you retain ownership of any copyright you claim to your submitted content. However, by making your content available through the Service you automatically grant Speech Trader a royalty-free, perpetual, irrevocable, non-exclusive, worldwide, sub licensable right to exercise any copyright, trademark rights publicity rights, and/or database rights you have in the content, now known or later developed, solely as reasonably necessary to make the content available through the Service. IF YOU CHOOSE TO DELETE YOUR MEMBER ACCOUNT AND LEAVE THE SERVICE, AND/OR HAVE REMOVED YOUR CONTENT FROM THE SERVICE, THIS LICENSE WILL BE DEEMED REVOKED AT THE TIME THAT YOU DELETE YOUR MEMBER ACCOUNT AND/OR REMOVE ALL SUCH CONTENT; HOWEVER, SPEECH TRADERS’ LICENSE TO MAKE CONTENT YOU HAVE SOLD PRIOR TO DELETION OF YOUR MEMBER ACCOUNT AND/OR REMOVAL OF SUCH CONTENT AVAILABLE TO MEMBERS WHO HAVE PURCHASED SUCH MATERIAL PRIOR TO THE REMOVAL OF YOUR MEMBER ACCOUNT AND/OR REMOVAL OF SUCH CONTENT SHALL SURVIVE DELETION OF YOUR MEMBER ACCOUNT AND/OR REMOVAL OF SUCH CONTENT.
12.4 Seller Representations and Warranties. When you submit or upload on or through the Service, you represent and warrant that: (a) you have all the rights and/or licenses necessary to use, reproduce, publish, publicly display, publicly perform, distribute, and otherwise exploit such content in connection with the Service, including the right to grant to others all of the rights and licenses contemplated herein; (b) the content will not infringe or otherwise violate the copyright, trademark, or other intellectual property rights of any third party; and (c) you have the consent, release, and/or permission of each identifiable person depicted in your content to upload, transmit, publish, sublicense, and/or disseminate their name and/or likeness through the Service. You retain ownership of any rights – including, but not limited to, copyrights and trademark rights – you claim to your submitted content. As such you control the copyright licenses granted to a Member and it is your responsibility to give notice to the Buyer of the terms under which you offer your content to such Buyers.
You agree to defend, indemnify, and hold harmless Speech Trader, its directors, officers, employees, and agents from any and all claims, demands, liabilities, expenses, or tax assessments, including reasonable attorneys’ fees, arising out of any claim made by any third party or any action taken by any governmental or regulatory body, due to, arising out of or relating to: (i) any product, content, information, or materials that you submit, sell, purchase, post, transmit, provide, or otherwise make available through the Service; (ii) your use of the Service; (iii) your connection to the Service; (iv) your actual or alleged breach of these Terms; (v) your actual or alleged infringement of any third party intellectual property or proprietary rights; and/or (vi) your actual or alleged violation of any applicable laws, rules, regulations, or rights of another.
14.1 AS IS. WE ARE PROVIDING THE SERVICE TO YOU “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT USING THE SERVICE WILL BE SAFE OR SECURE. WE ARE NOT RESPONSIBLE FOR THE CONTENT, INFORMATION, ACTIONS, OR DATA OF THIRD PARTIES THAT APPEAR OR TRANSIPIRE, IN CONJUNCTION, OR AS A RESULT OF THE USE OF THE SERVICE.
14.2 NO WARRANTIES OR REPRESENTATIONS. SPEECH TRADER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CREDIBILITY OF THE MEMBERS OF THE SERVICE; THAT MEMBERS WILL PERFORM AS PROMISED; ABOUT THE TRUTHFULNESS, ACCURACY, OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE; ABOUT THE AVAILABILITY, QUALITY, CHARACTERISTICS, LEGITIMACY, FUNCTIONALITY, PRICING, SHIPPING, DELIVERY, SECURITY, OR SAFETY OF ANY PRODUCTS OR CONTENT LISTED FOR SALE ON THE SERVICE; OR ABOUT ANY PRODUCT DESCRIPTIONS OR LITERATURE.
14.3 NO REPRESENTATION OR WARRANTY FOR FITNESS FOR PARTICULAR PURPOSE. SPEECH TRADER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE CONTENTS OF THE SERVICE OR ANY PRODUCTS LISTED FOR SALE ON THE SERVICE ARE FIT FOR ANY PARTICULAR PURPOSE OR WILL MEET ANY USER/BUYERS’ REQUIREMENTS, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVIC;, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY PRODUCT OR CONTENT POSTED, EMAILED, TRANSMITTED, SOLD, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. SPEECH TRADER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SPEECH TRADER WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
14.4 SPEECH TRADER NOT RESPONSIBLE. SPEECH TRADER IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOST PROFITS THAT RESULT FROM MEMBERS DIRECTLY CONTACTING OTHER MEMBERS OR FOR ANY DAMAGES OR LOST PROFITS RESULTING FROM TRANSACTIONS CONDUCTED OUTSIDE OF THE SERVICE, INCLUDING TRANSACTIONS THAT MAY ORIGINATE THROUGH THE SERVICE BUT ARE TAKEN OFFLINE OR OUTSIDE OF THE SERVICE. YOU AGREE THAT SPEECH TRADER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND/OR AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, REPUTATION, USE, OR DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) THE ACCESS TO, USE, OR THE INABILITY TO ACCESS OR USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS RESULTING FROM ANY PRODUCTS OR CONTENT PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. DEPENDING ON THE STATE IN WHICH YOU RESIDE, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. SPEECH TRADERS’ LIABILITY TO YOU OR ANY THIRD PARTY SHALL IN NO EVENT BE, IN THE AGGREGATE, GREATER THAN THE LESSER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO SPEECH TRADER DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR ACTION ALLEGEDLY GIVING RISE TO SUCH LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00).
14.5 ACKNOWLEDGE AND ACCEPTANCE. YOU HEREBY ACKNOWLEDGE THAT YOU UNDERSTAND THAT BY ACCESSING AND USING THE SERVICE AND AGREEING TO THESE TERMS, YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: “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.” FURTHERMORE, IF YOU ARE A RESIDENT OF ANOTHER STATE OR JURISDICTION, YOU AGREE TO WAIVE IN ADVANCE ANY SIMILAR LAWS OF SUCH OTHER STATE OR JURISDICTION.
14.6 NO LIMITATION OR EXCLUSION. NOTHING IN THESE TERMS EXCLUDE OR LIMIT SPEECH TRADERS WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THERE MAY BE TIMES WHEN APPLICABLE LAW MAY NOT ALLOW THE LIMITATIONS OR EXCLUSIONS OF LIABILITY, OR INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITAITON OR EXCLUSION MAY NOT APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW SUPERSEDES THESE TERMS, SPEECH TRADER’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Speech Trader may, in its sole but reasonable discretion and at any time terminate Members who are in violation of these Terms or deemed to be repeat infringers. Speech Trader may limit access to the Service and content, or disable/delete accounts of any Member who may be infringing or have been found to have infringed any intellectual property rights of another, whether or not there is any repeat infringement. Speech Trader reserves the right, without notice and in our sole discretion to:
(a) terminate your license to use the Service;
(b) block access or prevent future access to the Service; and/or
(c) remove any content provided by or related to a Member’s account.
16.1 Prohibited Use of Speech Trader Content. Except as expressly provided in these Terms or otherwise permitted by law, no Speech Trader content may be used, copied, reproduced, modified, republished, disassembled, reverse engineered, uploaded, posted, publicly displayed, publicly performed by means of a digital audio transmission, encoded, translated, transmitted, or distributed in any way to any other person, computer, server, website, or in any other medium for any purpose, without Speech Trader’s express prior written consent.
16.2 Entire Agreement. These Terms constitute the entire agreement between you and Speech Trader and governs your use of the Service.
16.3 No Agency. Speech Trader is not the agent or representative of any individual utilizing the Service, nor does it operate under their authority for any purpose. Speech Trader is simply a service provider that offers Members the technological means to communicate with each other and/or buy or sell products to each other.
16.4 Governing Law. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law provisions. Speech Trader makes no representation that materials or content on the Service are appropriate or available for use in other locations. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software contained in the Service, if applicable, is further subject to United States export controls. If applicable, Site software may not be downloaded or otherwise exported or re-exported: (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country to which the United States has embargoed goods; (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) in any other manner that violates U.S. law.
16.5 Dispute Resolution. Any dispute arising out of or relating to these Terms or the Service shall be submitted exclusively to confidential binding arbitration in Lexington, Kentucky, except that to the extent you have in any manner violated or threatened to violate Speech Trader’s intellectual property rights, We may seek injunctive or other appropriate relief in any state or federal court in the Commonwealth of Kentucky. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Kentucky. Arbitration under these Terms shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class action proceedings or otherwise. If a suit, action, arbitration or other proceeding of any nature whatsoever is instituted in connection with any dispute or controversy arising out of or related to the subject matter of these Terms, the prevailing party shall be entitled to recover from the non-prevailing party, in addition to any other available remedy, all reasonable costs, including without limitation court costs, attorneys’ fees, and other expenses incurred in such proceeding.
16.6 Waiver and Severability. The failure of Speech Trader to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be held unlawful, void, or unenforceable for any reason, then that provision shall be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining provisions. The severed provision shall be deemed modified so that its purpose can be lawfully effectuated and enforced.
16.7 Notices. Speech Trader may provide you with notices, including, without limitation, those regarding changes to these Terms and other Service-related announcements, by email or postings on the Service.
16.8 Modifications to Terms. Speech Trader may change or amend these Terms at any time, without notice to you and in its sole discretion. If We make material changes, We will notify you, either through the Service, in an email notification, or through other reasonable means. Your use of the Service after the date such change(s) become effective, will constitute your consent to the modified Terms. If you do not agree to the modifications, you must immediately stop using the Service.
16.9 Future Changes in the Service. Speech Trader reserves the right at any time to modify, suspend, or discontinue providing the Service or any part thereof with or without notice. Speech Trader will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
16.10 Assignment. Speech Trader may assign these Terms to any successor or purchaser of Speech Trader or all or substantially all of its assets.
16.11 Headings. Section titles and headings in these Terms are for convenience only, and have no legal or contractual effect.