Last Updated March 26, 2013
This Agreement's numbered section headings are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
PhraseMix is an education service (the "Service") offered through the URL www.phrasemix.com (“PhraseMix”, the “Website”) and through other channels that offers freely available content as well as content available through paid subscriptions ("PhraseMix Premium", "Premium", "Premium Services"). PhraseMix is owned and operated by Benjamin Brooks ("The Operators", “We”, or “Us”). You are a user of the Service (“User” or “You”).
These Terms of Service (these “Terms”, this "Agreement") define the terms and conditions under which you may use PhraseMix. By using PhraseMix or subscribing to to PhraseMix Premium, you agree to be bound by these Terms, including that you consent to the information practices disclosed in our Prvacy Polict, which is incorporated herein by reference. This Agreement shall remain in full force and effect for as long as you continue to use the Website or subscribe to Premium Services.
PhraseMix LLC reserves the right to update these Terms from time to time, without notice. By continuing to use the Website after updated Terms of Service have been published, you accept and agree to the changes.
On or in connection with PhraseMix, we may offer content and services designed to help users learn English or other languages. Some of the content and services are accessible without registering with Us, but unregistered visitors to the site are not entitled to continued free use of any particular content or service.
Premium Services require payment fees and require you to purchase a subscription ("Subscription") with a valid and accepted credit or debit card. In extraordinary circumstances, as determined in our sole discretion, we may accept payment by money order or other method.
By providing your account information in connection with any Subscription, you are agreeing that PhraseMix LLC is authorized to debit the total cost of said Subscription immediately upon sale. You also authorize Us to charge a recurring monthly, biannual, or yearly membership fee according to the term length and rate indicated during signup, and any other charges you may incur in connection with your use of PhraseMix, to the Payment Method you provided during registration (or to a different Payment Method if you change your account information). Subscription charges are non-refundable.
Each subscription account may be used by only one person. You are not allowed to share a single account between multiple people. However, one person may purchase multiple subscriptions using separate email addresses.
You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process. You hereby represent and warrant that all information you provide in connection with the purchase of a Subscription is true, accurate and complete.
You are responsible for maintaining the security of your account and password. We are not liable for any loss or damage that results from your password being shared or stolen.
Subscriptions to Premium Services are automatically renewed at the end of the subscription period for another period of the same length unless the user indicates a desire to unsubscribe to the service.
You may cancel your account at any time by visiting http://www.phrasemix.com/account, clicking the "Cancel your subscription" link, and following the steps to complete cancellation.
You are responsible for canceling your own account; emails or other communication with PhraseMix LLC employees or Website administrators will not constitiute cancellation.
Upon requesting cancellation, your subscription will end at the end of the last paid subscription period. You will continue to have access to Premium content until the end of that period, but your subscription will not be automatically renewed unless you manually reinstate your account.
Please note that unsubscribing to PhraseMix Premium before the end of the contractual subscription period does not entail a reimbursement of the period remaining until the end of the contractual subscription period.
Your account information will be kept after your cancellation, including your email address, payment details, and learning history.
You may request a refund for any unwanted auto-renewal charges within three days of the charge. We may choose to grant your request at our sole discretion. If your request is granted, you will be refunded for the remaining days left in your current subscription period at the time that the request is granted.
We may terminate and/or suspend your Subscription immediately, without notice, if there has been a violation of the Terms of Service or other policies and terms posted on the Site or in connection with the Service by you or by someone using your Credentials, as determined in our sole discretion. In the event that We so terminate your account, We will not render, you are not entitled to, a refund of any fees paid to PhraseMix or any portions thereof.
Otherwise, PhraseMix LLC has the right to suspend or terminate your account and refuse any and all use of the Service for any reason at any time. We do not accept liability for any losses that may result from any termination of a subscription.
If your account is terminated, you will lose access to Premium content immediately.
We may also refuse to permit registration or subcription to Premium Services for any reason, including but not limited to geographic location.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the PhraseMix Site (www.PhraseMix.com) or via email Service itself.
PhraseMix LLC shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
Except for comments, images, links, and other content uploaded by Users ("User Content"), The Website and its entire content, features and functionality (including appearance), are owned by PhraseMix LLC.
You may not not copy, modify, create derivative works of, publicly display, republish, or use for any commercial purpose, any of the content on PhraseMix without the express permission of PhraseMix LLC. You may not "mirror" any material contained on this Site on any other server without prior written permission.If you have doubts about whether and how to use of material on the Website, please address your concerns to: firstname.lastname@example.org
You are permitted to use the Website for your personal, non-commercial use, or legitimate business purposes, provided that your activities are lawful and in accordance with these Terms of Service. You may not copy, distribute, republish (except as permitted in this paragraph), sell or exploit any content or information from the Site or Services for any commercial gain or purpose whatsoever, except as expressly provided herein. No right, title or interest in or to the Website or any content on the site is transferred to you, and all rights not expressly granted are retained by PhraseMix LLC.
The visual design of the Website and associated services are copyright 20113 PhraseMix LLC, all rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without permission.
PhraseMix LLC does not claim ownership of any information or material you transmit, distribute, post, communicate or store on, to or through the Website (“User Content”). However, by submitting or posting information on, to, or through the Website, you agree that PhraseMix LLC and its partners, contractors, agencies or any third party approved by Us, shall be free in perpetuity to non-exclusively copy, disclose, distribute, incorporate, and otherwise use such information and all data, images, sounds, text, video and other materials embodied therein for any and all commercial or non-commercial purposes, even following your discontinuing your use of the Site or cancellation of your Subscription. No compensation will be paid with respect to the use of this information.
We are not obligated to publish any User Content, and reserve the right to remove or delete any User Content, at our sole discretion. We are not, however, responsible for any failure or delay in removing User Content.
You agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of any third-party's rights. You acknowledge that you have only a limited, non-exclusive, nontransferable license to use the Website. Because the Website is not error or bug free, you agree that you will use it carefully and avoid using it ways which might result in any loss of your or any third party's property or information.
Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of the Services and Products, each User agrees to indemnify, hold harmless, and defend us and each of our respective affiliates, sub-contractors, agents, and employees against all third party claims, liabilities and damages, including reasonable attorney's fees, incurred or allegedly incurred by or arising out of your breach of this Agreement, the content of any Message posted by you, and/or your violation of any law or the rights of a third party.
You are solely responsible for your interactions with other PhraseMix Users. PhraseMix LLC reserves the right, but has no obligation, to monitor disputes between you and other Users.
Prohibited uses of this Website include violation of laws and regulations, or hacking the Website in any manner. You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages, or transmit any worms or viruses or any code of a destructive nature. You also may not use any robot, spider, website search/retrieval application, or other automated device, process or means to access,retrieve or index any portion of the Site or the Services, or create user accounts by automated means or under false or fraudulent pretenses.
Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and can lead to being banned from access to the Website and Service.
You will be solely responsible for obtaining all rights clearances with respect to all User Content you create or provided to us in connection with this Agreement. At our request, you will obtain the execution of any instrument, including from any employee or contractor, that may be appropriate to assign these rights under this Section to us.
At the first request, the User shall release PhraseMix LLC from all claims asserted by third parties vis-à-vis PhraseMix LLC with the allegation that the contents posted by the user on the website infringe on their rights or are in violation of statutory regulations. This includes the reasonable costs of legal defense.
We respect the intellectual property of others, and we ask our Users to do the same. We do not and can not verify that Users have the right to post User Content. However, we cooperate in removing infringing or unlicensed items once an authorized representative of the rights owner properly reports them to us. If you believe a post or message infringes on your copyright, trademark or other intellectual property rights, please provide us with a Notice of Infringement through the email address email@example.com.
You may not provide any User Content that is unlawful or that promotes or encourages illegal activity; that is pornographic, obscene, profane, sexually explicit, violent or otherwise patently offensive; that purposely contains false, incomplete, inaccurate or misleading information; or that is intended primarily to contribute to your own financial gain.
WE PROVIDE THE SITE AND THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.”
PhraseMix LLC cannot guarantee that the Website will be up and running 24/7. We also reserve the right to suspend or restrict users’ access to some features. In any case, we will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.
PhraseMix LLC does not guarantee that the Service will meet your specific requirements, that the Website's content will be error-free, or that the results that may be obtained from the use of the Service will meet your expectations. We also do not guarantee that any errors or problems will be corrected.
PhraseMix uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, communication, billing, and related technology required to run the Service.
You understand that the technical processing and transmission of the Service, including your Content, may be transfered unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
AS A CONDITION OF USING THE SERVICE AND PRODUCTS, AND IN CONSIDERATION OF THE SERVICES PROVIDED BY DOMAIN NAME, YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, DAMAGES, EXPENSE, OR COSTS, HOWEVER ARISING (INCLUDING NEGLIGENCE), BUT INCLUDING THOSE RESULTING DIRECTLY OR INDIRECTLY FROM, OR OTHERWISE ARISING IN CONNECTION WITH: (A) THE USE OF THE SERVICE BY YOU, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM OR ARISING FROM YOUR RELIANCE ON THE SERVICE, OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, NON-DELIVERIES, MISDELIVERIES, TRANSMISSIONS, EAVESDROPPING, STATEMENTS OR OTHER CONDUCT BY THIRD PARTIES, OR ANY FAILURE OF PERFORMANCE OF THE SERVICE; (B) THE CONTENT OF ANY MESSAGE OR ANY PRODUCT, SERVICE, OR PROVIDER MENTIONED OR RECOMMENDED THEREIN; (C) THE BREACH, OR ALLEGED BREACH, OF ANY WARRANTY, EXPRESS OR IMPLIED, RELATING TO ANY TRANSACTION; OR (D) GOVERNMENT RESTRICTION, STRIKES, WAR, ANY NATURAL DISASTER OR FORCE MAJEURE, OR ANY OTHER CONDITION BEYOND DOMAIN NAME'S REASONABLE CONTROL. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICE. THE LIMITATION IN THIS SECTION APPLIES ONLY TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
These Terms of Service and any dispute or claim arising out of, or related to them, shall be governed by and construed in accordance with the internal laws of the USA and the State of New York without giving effect to any choice or conflict of law provision or rule.
Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Benjamin Brooks and governs your use of the service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Service). If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
We may assign this contract at any time to any parent, subsidiary or any affiliated company or as part of the sale to, merger with or other transfer of PhraseMix to another entity. You may not assign, transfer or sublicense the Terms of Service to anyone else and any attempt to do so shall be null and void.
We welcome any comment, question or suggestion at firstname.lastname@example.org In the case of complaints concerning any of our services, policies or procedures, we will make our best effort to send a reply within three working days.
Notwithstanding any other provisions contained herein, any comments, suggestions, or feedback relating to the Site or the Services (collectively “Feedback”) submitted to PhraseMix shall become the property of PhraseMix LLC or its designee. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including without limitation, Service, Site or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future Site, Services or operations. Without limitation, PhraseMix LLC will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback.