Effective Date: September 30, 2022

ACCEPTANCE OF THE TERMS OF SERVICE

Jiveworld, SPC, a California social purpose corporation, operates the www.jiveworld.com and www.lupa.app websites and subdomains, and the Jiveworld and Lupa branded browser-based and mobile applications. Together, these constitute our “Service” — the provision of digital language-learning tools based on the Jiveworld Method. These Terms of Service (“Terms”) govern your access to our Service.

By using the Service, you agree to be bound and abide by these Terms and consent to our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Service.

The Service is offered and available to users 13 years of age or older. By accessing or using the Service, you warrant that you meet the foregoing eligibility requirement. If you do not meet this requirement, you must not access or use the Service.

CHANGES TO THESE TERMS

We may modify these Terms from time to time, at our sole discretion, with modifications noted by, and effective as of, the updated Effective Date at the top of this page. Your continued use of the Service following the posting of revised Terms will constitute your acceptance of and agreement to such Terms.

REGISTRATION & ACCOUNT SECURITY

To access the Service or some of its features, you may be asked to provide certain registration information. You warrant that the information you provide is accurate, complete, and current. You agree that all information you provide is governed by our Privacy Policy, and that you consent to all actions that we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or other information as part of our security procedures, you agree to treat such information as confidential, and you must not disclose it to any other person or entity. You further agree to notify us immediately of any unauthorized access to or use of your username or password, or any other breach of security.

Personal Use Only

You acknowledge that your account is personal to you and agree not to provide any other person with access to the Service or portions of it by sharing your username, password, or other security information. You further agree not to broadcast or share our Service in a manner that would effectively circumvent the licensing structure set forth here and in our End User License Agreement. Educators wishing to use the Service with students should inquire about classroom licenses by contacting [email protected]

We have the right to disable any username, password, or other identifier if, in our opinion, you have violated any provision of these Terms.

FEES & PAYMENTS

Types of Fees

Subscriptions
Some parts of the Service are offered on a subscription basis. Subscribers are billed in advance on a recurring and periodic basis. The length of each billing cycle (e.g. one month, one year) depends on the plan you select when creating a subscription.

Renewals
At the end of each billing cycle, a subscription will automatically renew under the same terms unless canceled by you or us. You may cancel your recurring billing either via your online account management page or by contacting [email protected]. In the event that we need to adjust subscription rates, you will be notified via email at least 30 days in advance of the next billing cycle of the prospective price changes and receive instructions on how to cancel your subscription.

Purchases
Some parts of the Service are billed on a one-time basis. Purchases give you access to certain features and content for a fixed period (e.g. one year). Unlike subscriptions, these one-time purchases do not automatically renew or entail a recurring charge.

Licenses
A license gives multiple users access to certain features and content for a fixed period. Licenses are most commonly purchased on behalf of students who have joined classrooms offered via our Service.

Payments & Refunds

Payment Method
You must provide a valid payment method (e.g. credit or debit card) to pay for subscriptions and purchases. You agree to provide accurate and complete billing information such as full name, address, and valid payment information. By submitting payment information, you are authorizing Jiveworld, SPC to charge the appropriate fees plus any applicable taxes to the payment method you provide.

Payment Processors
The payment of fees and all other financial transactions made in connection with the Service will be processed by a third-party payment processor pursuant to its own terms and policies. Any information submitted by you during the checkout process is stored on the payment processor’s servers and subject to that payment processor’s privacy policy. We have partnered with reputable payment processors including Apple, Google Pay, and Stripe, but Jiveworld, SPC is not responsible for the actions or inactions of any payment processor including, but not limited to, system downtime or payment service outages.

Refunds
We will honor reasonable refund requests for unintended payments. Please contact [email protected] if you need a refund or other support. Please note that we have no control over refunds or customer service for in-app purchases made via the Apple App Store.

Free Trial

We may offer free content for new users to explore our Service. We do not ask for payment information from new users to create accounts, download our applications or access our trial content.

INTELLECTUAL PROPERTY

The Service and all of its contents are owned by Jiveworld, SPC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Jiveworld, Bolero and all related trade names, logos, product and service names, designs, and slogans are trademarks of Jiveworld, SPC. You may not use such trademarks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Service, including but not limited to Lupa and Radio Ambulante, are the trademarks of their respective owners.

No right, title, or interest in or to the Service or any of its contents is granted or transferred to you except as expressly set forth herein, and all rights not expressly granted herein are reserved by us. Any use of the Service not expressly permitted by these Terms constitutes a breach of these Terms and may violate copyright, trademark, and other laws.

PERMITTED USES

You may download certain downloadable materials available from the Service solely for private use subject to these Terms. The teachers’ resources offered by our Service are licensed to individual educators with private accounts on our Service, and are to be used by these educators only in classrooms with fully licensed student users in a manner consistent with safeguarding Jiveworld, SPC’s intellectual property rights. Downloading, copying, storing, publishing, displaying or distributing any content or material from the Service for any reason not described above is expressly prohibited.

In the event of a breach of these Terms, we may immediately terminate your right to use the Service, and you must, at our option and at our request, return or destroy any and all copies of contents or materials from the Service in your possession.

PROHIBITED USES

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

  • In any way that violates any applicable federal, state, local, or international law or regulation.
  • To send, knowingly receive, upload, download, use, or re-use any material with unlawful, defamatory, threatening, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content.
  • To impersonate or attempt to impersonate a Jiveworld, SPC employee or representative, another user, or any other person or entity.
  • To build any competitive products or services.
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm Jiveworld, SPC or users of the Service or expose them to liability.

Additionally, you agree not to:

  • Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other user’s use of the Service.
  • Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
  • Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose.
  • Use any device, software, or routine that interferes with the proper working of the Service.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • “Frame” or “mirror” any portions of the Service in any other web or mobile service, or on any other server or wireless or internet-based device.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
  • Otherwise attempt to interfere with the proper working of the Service.
  • Copy, reverse engineer, decompile, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the executable code portions of the Service’s software, except where strictly necessary to achieve interoperability with the Service and only as permitted by applicable law.

If we learn or reasonably suspect that you, or others under your control or direction, have used the Service in a manner prohibited herein, we may block, suspend, terminate, or withhold your access to the Service as we deem appropriate at our sole discretion.

MONITORING & ENFORCEMENT

We have the right to:

  • Take any action that we deem appropriate with respect to any user conduct, including if we believe that such user conduct violates these Terms, or that such user conduct infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Jiveworld, SPC.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
  • Terminate or suspend your access to all or part of the Service for any or no reason including, without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of any users of the Service or other information of anyone posting any materials on or through the Service. You waive and hold harmless Jiveworld, SPC and its affiliates, licensees, and service providers from any claims resulting from any action taken by us during, or as a consequence of, investigations by either Jiveworld, SPC or law enforcement authorities.

RELIANCE ON INFORMATION POSTED

This Service may include content provided by third parties, including materials provided by third-party licensors. All statements and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing such materials, and do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third party.

DISCLAIMER OF WARRANTIES

To the extent permitted by applicable law, the Service and all information presented via the Service is provided “as is” and “with all faults” and defects without warranty of any kind. To the maximum extent permitted under applicable law, Jiveworld, SPC, on its own behalf and on behalf of its licensors and service providers, expressly disclaims all representations and warranties of any nature, whether express, implied, statutory or otherwise, with respect to the service and information presented via the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties that may arise out of course of dealing, course of performance, usage, or trade practice. We provide no warranty or undertaking, and make no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, documents, materials or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

LIMITATION OF LIABILITY

To the fullest extent provided by law, in no event will the collective liability of Jiveworld, SPC and its subsidiaries, affiliates, licensors, service providers, employees, agents, officers, and directors, to any party (regardless of the form of action, whether in contract, tort, or otherwise) exceed one hundred U.S. dollars ($100). All claims with respect to any liability related to these Terms will be aggregated to determine satisfaction of such limit, and the existence of more than one claim will not enlarge or extend the foregoing limitation. The foregoing limitation applies notwithstanding the failure of any agreed or other remedy of its essential purpose.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

INDEMNITY

You agree to indemnify, defend and hold harmless Jiveworld, SPC and its affiliates, and its and their respective officers, directors, employees, agents, successors and assigns (each, an “Indemnitee”) from and against any and all losses incurred by such Indemnitee in connection with any claim or action by a third party arising out of or relating to any: (a) content that you upload, post, email, transmit or otherwise make available via the Service; (b) your breach of any of your representations, warranties, covenants or obligations under these Terms; or (c) negligence or any more culpable act or omission (including recklessness or willful misconduct) by you in connection with these Terms or their subject matter.

TERMINATION, SUSPENSION & LIMITATIONS OF ACCESS

You agree that we may, without notice, terminate, suspend, or otherwise limit your access to the Service for cause. Cause for such action will include but not be limited to: (a) any material breach of these Terms or other incorporated agreements or guidelines; (b) any request by law enforcement or other government agency; (c) unexpected technical or security issues or problems; and (d) your engagement in fraudulent or illegal activities. Further, you agree that all terminations, suspensions, or other limitations of access for cause will be made at our sole discretion, and we will not be liable to you or any third party for any such action. We are not responsible for any loss or damage arising out of your failure to comply with these Terms or the steps that may be required as a consequence of any actual or perceived breach or other violation of these Terms by you. Termination will not limit any of our rights or remedies at law or in equity.

GENERAL

Entire Agreement
These Terms, our Privacy Policy, and any disclaimers that may appear on the Service, constitute the entire agreement between you and Jiveworld, SPC with respect to the Service and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Service. Section headings in these Terms are for convenience only and have no legal or contractual effect.

Notices
We may provide you with notices, by email or other methods, regarding the Service. You may not opt out of receiving these non-marketing communications.

Choice of Law & Forum
You agree that these Terms and any dispute arising out of or relating to these Terms will be governed by the laws of the State of California without regard to its conflict of law provisions.

Any and all claims, causes of action or disputes arising out of or relating to these Terms, and in which Jiveworld, SPC is a party, will be settled by arbitration administered by the American Arbitration Association or its successor in accordance with its Commercial Arbitration Rules or other applicable rules as determined by the arbitrator(s). Arbitration proceedings will be conducted in Marin County, California in the English language, and, at the request of either party, result in a written statement of the facts and legal reasoning supporting the decision of the arbitrator(s). Judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Legal Expenses
In the event that any action, suit, or other legal or administrative proceeding arising out of or relating to these Terms is instituted or commenced by either party against the other party, the prevailing party will be entitled, in addition to any other rights or remedies it may have, to recover its expenses relating to such proceeding from the non-prevailing party, including reasonable attorneys’ fees, court costs, and arbitration fees and expenses.

Waiver and Severability of Terms
The failure of Jiveworld, SPC or you to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

Statute of Limitations
Each party agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or to these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

CONTACT US

If you have any feedback or questions about these Terms, please reach out to [email protected]. Jiveworld, SPC’s mailing address is 100 Shoreline Highway, Ste. B-100, Mill Valley, CA 94941.