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Terms and Conditions

Equeum Terms of Use

Last Updated and Effective as of: March 4, 2020

Welcome to Equeum! These Terms of Use govern your use of our website located at https://equeum.com/ and our other services and platforms that we provide you, including Equeum Lingua Franca (collectively, the “Services”). These Services are provided to you by Equeum Inc. (“Company”, “we”, “our” or “us”). YOUR ACCESS AND USE OF THE SERVICES IS SUBJECT TO THE FOLLOWING TERMS OF USE (THE “TERMS OF USE”) AND ALL APPLICABLE LAWS. BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS OF USE. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF USE SET FORTH BELOW, YOU MAY NOT USE ANY PORTION OF THE SERVICES.

THESE TERMS OF USE CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, SINCE THEY AFFECT YOUR LEGAL RIGHTS.

Proprietary Rights: Company is the owner of or otherwise licensed to use all parts of the Services and its content (“Content”), including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some Content on the Services belong to third parties who have authorized Company to display the Content, such as certain third party licensors. By using the Services, you agree not to copy, distribute, modify or make derivative works of any Content without the prior written consent of the owner of such Content, unless as otherwise permitted by these Terms of Use. Except as expressly set forth in these Terms of Use, no license is granted to you and no rights are conveyed by virtue of accessing or using the Services. All rights not granted under these Terms of Use are reserved by Company.

Authorized Use of the Services; Your License to Use the Service: You may only use the Services for your non-commercial, personal and informational use. You may only use Content in accordance with explicit licenses granted under these Terms of Use or as otherwise allowed with the prior written consent of Company and/or the prior written consent of the owner of such Content, as applicable. See “Users’ Rights to UGC” below for more information on the licenses granted for Content that is submitted by users of the Services.

These Terms of Use do not grant you or any other party any right, title or interest in the Service (and the intellectual property contained therein) or others’ Content. If you violate or you do not agree to these Terms of Use, your license to use the Service shall immediately terminate, and you shall immediately refrain from using the Service. Your right to access and use the Service and Content therein are non-exclusive, limited and revocable by us, at our sole discretion, at any time, without us providing you prior notice or incurring any liability.

By accessing or using the Services, you represent and warrant that: (i) you are at least eighteen (18) years of age (or the age of majority in your jurisdiction, whichever is greater); (ii) your use of the Services is lawful where you use the Services and will not violate any applicable law, rule or regulation, and that you will only use the Services in a lawful manner.

Unauthorized Use of the Services: You may not (i) modify, adapt, create derivative works from or translate the Services, (ii) reverse engineer, decompile or disassemble the Services or otherwise attempt to obtain its source code, underlying ideas, algorithms, file formats, or programming interfaces of the Services; (iii) use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Services; (iv) use any such automated means to manipulate the Services, such as automating what are otherwise manual or one-off procedures; (v) take any action to interfere with, or disrupt, the Services or any other user’s use of the Services, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Services, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms of Use; (vi) frame portions of the Services within another website or remove, obscure, or alter any logos, trademarks, or other attributions or legal notices displayed in or with our Services or the Content; (vii) resell use of, or access to, the Services to any third party without our prior written consent; (viii) use the Services to engage in illegal activity or to violate the rights of, or harass, other users or third parties; or (ix) otherwise use the Services in violation of these Terms of Use.

User Registration: In order to gain access to certain features of our website, platform and other Services, you may need to register with us and create a user account. Registration may require that you provide us with an email address and additional information such as full name, phone number and mailing address. Once registered, you will be required to create a unique password to access and use the Services. You are solely responsible for maintaining the security and confidentiality of your password and other account information, and for updating any information that you provide to us that is associated with your account. By creating an account with us, you represent that you are the subject of the account, or authorized to create an account on behalf that individual. We are not responsible for any unauthorized accounts on our Services.

You may be required to integrate third party applications with our Services in order to use certain features, such as integrating your cloud services account with our Equeum Lingua Franca platform in order to upload your data on the platform. In such instances, your use of those third party applications will be governed by the applicable third party’s privacy policies and terms and conditions. We are not responsible or liable for the services provided by such third party applications or guarantee our Services’ continued compatibility with those applications.

No Financial or Other Professional Advice: The Services we provide you are not intended to be used as individual financial, investment, legal or other professional advice. Any results, analysis, data, models, predictive algorithms or other information or tools provided through the Services are solely meant for broad informational and research purposes, and should not be relied on as a substitute for advice from a qualified professional.

Unsolicited Ideas: We do not accept any unsolicited ideas regarding our websites, products or services from outside the company including without limitation suggestions about advertising or promotions, or merchandising of any products, additions to our services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea to us, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and or to the extent necessary for Company to utilize your submission, you hereby grant Company an irrevocable, perpetual, royalty-free, world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you.

User-Generated Content. Certain features on the Services may allow you (and other users of the Services) to upload, submit, post, send or receive content, such as models, graphics, photos, messages, queries, datasets, processing tools and other information (“User-Generated Content” or “UGC”). You may only upload, submit, post or send UGC that you created or for which the owner of the UGC has given you permission to do so. If UGC depicts any person other than yourself, you must have permission from that person or, if that person is a minor, permission from that person’s parent or legal guardian, before you submit or distribute the UGC. You may be required to provide proof of such permission to Company. Any UGC that you submit to the Equeum Lingua Franca platform is subject to these Terms of Use and our Official Rules related to our competitions and promotions (see “Competitions and other Promotions” below for more information). You may not submit or distribute UGC that is illegal or that violates these Terms of Use. By submitting or distributing UGC to the Services, you represent and warrant that (a) you own all the rights to the UGC or are authorized to use and distribute the UGC to the Services, (b) the UGC does not and will not infringe any copyright, right of publicity, or any other third-party right nor violate any law, regulation or these Terms of Use and (c) the UGC is accurate.

You are solely responsible and liable for any UGC that you submit, distribute and otherwise make available on the Services and Company is not responsible for, nor does Company endorse, such content.

Company’s Rights to Your UGC: By submitting or distributing UGC through the Services, you grant Company the royalty-free, irrevocable, perpetual, worldwide right, for any purpose, (i) to reproduce, display, perform, distribute, adapt, and promote the UGC in any medium and (ii) to create derivative works of the UGC or to modify or combine your UGC with other materials and content. Once you submit or post UGC to the Services, Company does not need to give you any further right to inspect or approve uses of such UGC or to compensate you for any such uses. Company owns all right, title, and interest in any compilation, collective work, or other derivative work created by Company using or incorporating UGC posted to the Services. You are solely responsible for anything you may submit to or post on the Services and the consequences of submitting or posting anything through the Services.

Users’ Rights to UGC: By using the Services, you grant to, or receive from, other users, certain licenses to use the UGC available through the Services.

License as Contributor of Content to the Services. By submitting UGC to the Services, you may choose to make your submitted UGC (i) private and only visible to you on your account, or (ii) public and accessible to other users of the Services.

If you submit UGC to the Services but keep such UGC private, such UGC will only be visible and accessible to you and other users will not have any right or license to access or use such UGC. Company, however, will still retain the licenses to such UGC as described in “Company’s Rights to Your UGC.” By making any UGC you submit to the Services public, such UGC will be visible and accessible to other users of that Service, and you grant such users the royalty-free, irrevocable, perpetual, worldwide right to reproduce, display, distribute, adapt, create derivative works of, modify or combine other materials and content with, your UGC, for any purpose, and in any medium.

License as User of Content Available on the Services. All users of the Services have the right to reproduce, display, distribute, adapt, create derivative works of, modify or combine other materials and content with, any UGC and other Content that is available to them through the Services.

Service Usage Rules: Company expects all of its users to be respectful of other people. The following is a partial list of the types of conduct that are illegal or prohibited on the Services or while using the Services. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, engages in any of the prohibited activities. Without limitation, you agree that you will not use the Services to:

  • sell any content or services to other Users, such as financial advice or investment recommendations;

Company is under no obligation to screen or monitor UGC, but may review UGC from time to time at its sole discretion. Company will make all determinations as to what UGC is appropriate in its sole discretion. Company may edit or remove any UGC at any time without notice.

Materials Posted by Others: Under no circumstances will Company be liable in any way for any content or materials posted by any third parties, including, but not limited to, for 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 such content. You acknowledge that Company does not pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, Company and its designees will have the right to remove any content that violates these Terms of Use or is deemed by Company, in its sole discretion, to be otherwise objectionable.

We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any UGC or other content or communications posted on the Services or endorse any opinions expressed therein. You understand that by using the Services, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. To report any content that violates that violates the Service Usage Rules above or any other terms of these Terms of Use, you can contact us here: contact@equeum.com.

Disputes with Other Users; Third-Party Claims: Each user acknowledges that other users may have used ideas and/or concepts in content or materials that they submit to the Services that may be similar in idea or concept or utilize similar code strings or other coding combinations. Each user understands and agrees that he/she shall not have any claim against Company or any other user arising out any such similarity or be entitled to any compensation because of any such similarity. Company is not responsible for mediating any disputes related to our Services that arise between you and other users of the Services or any other third parties. You release Company, its officers, employees, agents and successors from any third-party claims related to such disputes, including, but not limited to any party’s reliance on any inaccurate or misleading content submitted to and/or available on the Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Competitions and Other Promotions: We may sponsor competitions and offer other promotions (“Promotions”). The Promotions will be governed by these Terms of Use, and each individual Promotion will prominently feature additional rules (including but not limited to run-period, eligibility requirements, prizes, etc.) (“Official Rules”). No user of the Services is required to engage with or participate in any Promotions. Should you elect to participate in the Promotions, you agree to be bound by these Terms of Use and the Official Rules and by the decisions of Company, which shall be final and binding on all matters pertaining to the Promotions. The Promotions shall be subject to all federal, state and local laws and regulations and shall be void where prohibited by law. Any offers, gifts, prizes, or other incentives (“Extras”) provided in connection with a Promotion cannot be transferred, assigned or otherwise redeemed by anyone other than the individual to whom such Extras are granted. As a condition of receiving an Extra, a user may be required to comply with specific terms and conditions for Extras as well as sign an affidavit of eligibility and release or waiver.

Third Party Links and Services: These Services may contain links to other websites or services not maintained by us. Other websites or services may also reference or link to our Services. We encourage you to be aware when you leave our Services and to read the terms and conditions and privacy statements of each and every website or service that you visit or use. We are not responsible for the practices or the content of such other websites or services.

No Warranties: Company makes no warranties or representations as to the accuracy or completeness of Content or any other information on the Services and is not responsible for any decisions or outcomes that users make based on such Content or information. To the fullest extent permitted by law, your use of the Services is at your own risk. The Services, including all Content or other information made available on or accessed through the Services, is provided “as is” and Company makes no representations or warranties of any kind whatsoever for the Content or other information on the Services.

FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING ONE HUNDRED UNITED STATES DOLLARS.

Digital Millennium Copyright Act (“DMCA”) Notice: Materials may be made available via the Services by users and other third parties not within our control. We are under no obligation to, and do not, scan content posted on the Services for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Services.

If you believe any materials on the Services infringe a copyright, you should provide us with written notice that at a minimum contains:

All DMCA notices should be sent to our designated agent as follows:

DMCA Agent
P.O. Box 4302
Napa, CA 94558
Phone: (877)755-5865
Email: contact@equeum.com

Changes: All information posted on the Services is subject to change at any time. In addition, these Terms of Use may be changed at any time; provided, any material modifications will only be applied prospectively. We will make such changes by posting them on the Services. You should check the Services for such changes frequently. Your continued access of the Services after such changes demonstrates your acceptance of those changes.

Entire Agreement: These Terms of Use supersede any prior agreements related to the use of the Services and provide the complete Service terms unless explicitly stated otherwise in any additional written agreements between you and the Company.

Assignment: Company may assign its rights under these Terms of Use and other applicable additional Service terms, in whole or in part, to any party without prior notice. You may not assign your rights and obligations under these Terms of Use and other applicable additional Service terms, nor transfer or sub-license such rights to any party.

Indemnification: You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to (i) your use of the Services, including your submission of UGC to the Services, (ii) any breach by you of any of these Terms of Use or (iii) any violation of applicable law.

Severability: If any part of these Terms of Use shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Use, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

Waiver; Remedies: The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms of Use by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms of Use. The rights and remedies of Company under these Terms of Use and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company’s right to exercise any other right or remedy.

Governing Law; Dispute Resolution; Arbitration: The laws of the State of [New York] shall govern these Terms of Use. While we will make reasonable efforts to resolve any disagreements you may have with Company, if these efforts fail you agree that all claims, disputes or controversies against Company arising out of these Terms of Use, or the purchase of any products or services (“Claims”) shall be exclusively submitted to binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Company agree in writing, and the arbitrator shall apply [New York law] consistent with the Federal Arbitration Act. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association using the contact information noted below.

American Arbitration Association
Website: www.adr.org

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms of Use, in which case these Terms of Use will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator’s award is final and binding on the parties.

ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIM ARISES. AS NOTED ABOVE, YOU AND COMPANY HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL.

We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is determined by the court to be outside its jurisdiction, the parties agree that the dispute shall then be submitted to arbitration.

Privacy Policy: Use of the Services is also governed by our Privacy Policy, which is incorporate herein by reference.

Questions: Should you have any questions regarding these Terms of Use you may contact us at contact@equeum.com.