Last Updated: March 21, 2018
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND Speakeasy Labs THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 "DISPUTE RESOLUTION FOR CONSUMERS" BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
Changes to Terms or Services. We may update the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the updated Terms on the Site or through other communications. It's important that you review the Terms whenever we update them because if you continue to use the Services after we have posted updated Terms on the App, you are indicating to us that you agree to be bound by the updated Terms. If you don't agree to be bound by the modified Terms, then, except as otherwise provided in "Effect of Changes on Arbitration" section below, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the Services?
Eligibility. You may use the Services only if you are 18 years of age or older, capable of forming a binding contract with Speakeasy Labs, and are not barred from using the Services under applicable law.
Registration and Your Information. If you want to use certain features of the Services you'll have to create an account with us ("Account"). You can do this via the App through your email account, Facebook account, or Google account. If you choose the Facebook or Google account option we'll create your Account by extracting from your Facebook or Google account certain personal information such as your name and email address and other personal information that your privacy settings on your Facebook or Google account permit us to access.
Accuracy of Account Information. It's important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don't, we might have to suspend or terminate your Account. You agree that you won't disclose your Account password to anyone and you'll notify us immediately of any unauthorized use of your Account. You're responsible for all activities that occur under your Account, whether or not you know about them.
Subscription Fees and Payment. We offer several types of subscriptions for our Services, including a free trial subscription, a weekly subscription, a monthly subscription, an annual subscription, and an unlimited access subscription. By selecting one of these subscriptions, you agree to pay in advance the applicable subscription fee, if any, as posted in the App, plus any applicable taxes and other fees that may accrue in relation to your use of the Services. All fees are non-refundable and non-transferable unless otherwise provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
Free Trials. We offer a free trial during which you may use the Services without payment for the period of time specified in the App or on the Site at the time that you create your Account. Free trial subscriptions are only available to new users when they create an Account. Unless you cancel your free subscription prior to the end of your trial we (or our third party payment processor) will begin charging you the applicable weekly, monthly, or annual subscription fee until you cancel your subscription or on the applicable one-time fee for an unlimited access subscription. You will not receive a notice from us that your free trial has ended or that your subscription has begun. We reserve the right to modify or terminate free trials at any time, without notice and in our sole discretion.
General. Whether you are purchasing a one-time gift subscription for another person or a subscription for yourself (each, a " Transaction "), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “ Payment Information ”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
Advance Payment of Subscription Fees. If you purchase a subscription, the subscription fee (plus any applicable taxes and other charges) will be charged to you at the beginning of the paying portion of your subscription. Weekly, monthly, and annual subscriptions will be charged to you at the beginning of your subscription and each week, month or year (as applicable) thereafter at the then-current rate. Unlimited access subscriptions, if available, will be charged in one advance payment at the beginning of your subscription at the then-current rate; such subscriptions will give you access to the Services without further payment for as long as we provide the Services. For weekly, monthly and annual subscriptions, you will be automatically charged each week, month or year, as applicable, on the calendar day corresponding to the date of commencement of your subscription. If your monthly subscription began on a day not contained in a given month, we may charge you on such other day in the applicable month as we deem appropriate. For example, if your subscription started on January 31st, your next payment date is likely to be February 28th and you will be billed on that date. Weekly, monthly and annual subscription fees auto-renew as set forth below.
Recurring Payment. By entering into these Terms and electing a weekly, monthly, or annual subscription, you acknowledge that your subscription has a recurring payment feature and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or Speakeasy Labs. Your weekly, monthly, annual, or unlimited access subscription continues until cancelled by you or we terminate access to or use of the Services in accordance with these Terms.
Gifts. If you choose to gift a subscription to another person, you agree to pay the applicable fee as a one-time, non-refundable, advance payment at the then-current rate specified on the Site or in the App.
Cancellation of Subscription. You may cancel your subscription at any time. All payments are non-refundable and non-transferable. You will not receive a refund of any portion of the subscription fee paid for the then-current subscription period at the time of cancellation. If you cancel, you can continue to enjoy your subscription through the end of your current week, month, or year, as applicable to your subscription. You can cancel through your app store operator. For example, if you have an iPhone, go to Settings, tap App and iTunes Stores, tap your Apple ID, tap View Apple ID, sign in if requested, then tap Manage under Subscriptions. Please follow the instructions, if any, that we provide to you in response to your cancellation request. Google subscriptions can be managed in the Google Play Store; search for Speakeasy Labs and select "Manage Subscriptions".
Termination of Subscriptions. We may terminate access to or use of the Services, at our sole discretion, at any time and without prior notice. All fees are non-refundable. For weekly, monthly, and annual subscriptions, if we terminate your subscription, you may continue to use the Services for the remainder of your current subscription period, after such time the paid subscription Services will not be available to you. For unlimited access subscriptions, your access to the Services will only be cancelled if you violate these Terms or we discontinue offering the Services. If Speakeasy Labs or its assets are acquired by a third party as a result of a transaction such as a merger, acquisition or asset sale, or if we go out of business or enter bankruptcy, we may discontinue offering the Services and will not be required to provide any refunds for unlimited access subscriptions.
Subscription Price Changes. The price of subscriptions is subject to change at any time without notice. We reserve the right at any time to correct any inadvertent pricing errors, to change or revoke any limited-time offer, and to correct any errors, inaccuracies, or omissions on the Site or in the App, including after you have been charged your subscription fee. If we change the price of your monthly or annual subscription, you have the option to cancel at any time before the new price is applied. Please see above for further information about cancellation.
Feedback . We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by emailing us at firstname.lastname@example.org. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Content and Content Rights . For purposes of these Terms: (a) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (b) "User Content" means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.
Content Ownership, Responsibility, and Removal. Speakeasy Labs does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Speakeasy Labs and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted By You. By making any User Content available through Services you hereby grant to Speakeasy Labs a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.
Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Speakeasy Labs on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Rights in Content Granted By Speakeasy Labs. Subject to your compliance with these Terms, Speakeasy Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable license to view, copy, display, stream, and download the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
Rights and Terms for App. Subject to your compliance with these Terms, Speakeasy Labs grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (a) copy, modify or create derivative works based on the App; (b) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (c) reverse engineer, decompile or disassemble the App; or (d) make the functionality of the App available to multiple users through any means. Speakeasy Labs reserves all rights in and to the App not expressly granted to you under these Terms.
Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an "App Provider"). You acknowledge and agree that:
These Terms are concluded between you and Speakeasy Labs, and not with the App Provider, and Speakeasy Labs (not the App Provider), is solely responsible for the App.
The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Speakeasy Labs.
The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Speakeasy Labs will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You must also comply with all applicable third party terms of service when using the App.
General Prohibitions and Speakeasy Labs's Enforcement Rights . You agree not to do any of the following:
Post, upload, publish, submit or transmit any Content that: (a) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.
Use, display, mirror or frame the Services or any individual element within the Services, Speakeasy Labs's name, any Speakeasy Labs trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Speakeasy Labs's express written consent;
Access, tamper with, or use non-public areas of the Services, Speakeasy Labs's computer systems, or the technical delivery systems of Speakeasy Labs's providers;
Attempt to probe, scan or test the vulnerability of any Speakeasy Labs system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Speakeasy Labs or any of Speakeasy Labs's providers or any other third party (including another user) to protect the Services or Content;
Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Speakeasy Labs or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a Speakeasy Labs trademark, logo URL or product name without Speakeasy Labs's express written consent;
Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Although we're not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
DMCA/Copyright Policy. Speakeasy Labs respects copyright law and expects its users to do the same. It is Speakeasy Labs’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Speakeasy Labs’s Copyright Policy by clicking here , for further information.
Links to Third Party Websites or Resources . The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Termination . We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at email@example.com. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, the sections on Feedback, Content, Ownership, Responsibility and Removal, Warranty Disclaimers, Indemnity, Limitation of Liability, Governing Law, Dispute Resolution, General Terms and this section of Termination.
Warranty Disclaimers . THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
Limitation of Liability . NEITHER Speakeasy Labs NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Speakeasy Labs OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL Speakeasy Labs'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO Speakeasy Labs FOR USE OF THE SERVICES OR CONTENT IN THE YEAR PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO Speakeasy Labs, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Speakeasy Labs AND YOU.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 "Dispute Resolution for Consumers," the exclusive jurisdiction for all Disputes (defined below) that you and Speakeasy Labs are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Speakeasy Labs each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution for Consumers. The following terms of Section 16 "Dispute Resolution for Consumers" only apply if you are an individual who is using the Services and Content for your own personal use and are not representing a legal entity.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, " Disputes ") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding . However, if for any reason a Dispute proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.
Exceptions and Opt-out. As limited exceptions to subsection (a) above: (i) you may seek to resolve a Dispute in small claims court If it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at firstname.lastname@example.org or by regular mail at 355 Bryant Street, Suite 203, San Francisco CA 94107 within thirty (30) days following the date you first agree to these Terms.
Starting Arbitration. If you want to begin arbitrating a Dispute, you must send a letter to us at 355 Bryant Street, Suite 203, San Francisco CA 94107 requesting arbitration and describing the Dispute. If we want to begin arbitrating a Dispute, we’ll send such a letter to you at the email address or street address that you provided.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (" AAA ") under its Consumer Arbitration Rules (the “ AAA Rules ”) or a comparable arbitral body (e.g., JAMS), in the event the AAA is unable to conduct the arbitration). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration may be conducted in writing, remotely (e.g., by videoconference) or in-person in the county where you live (or at some other location that we both agree to).
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 "Changes to Terms or Services" above, if Speakeasy Labs changes any of the terms of this Section 16 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com ) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Speakeasy Labs’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Speakeasy Labs in accordance with the terms of this Section 16 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Speakeasy Labs and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Speakeasy Labs and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Speakeasy Labs’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Speakeasy Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by Speakeasy Labs under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. Speakeasy Labs’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Speakeasy Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact Speakeasy Labs at firstname.lastname@example.org, 355 Bryant Street, Suite 203, San Francisco CA 94107.