1. Overview. The Speek Terms of Service (“TOS”) is a contract in electronic format between you as an end user and Speek, Inc., a Delaware corporation (“Speek” or “We”), governing the use of the www.Speek.com website (the “Speek Website”) and the Speek web application (“Speek App”) that enables a user to initiate and/or participate in enhanced calls. By registering as a Speek App user, using the Speek App or otherwise interacting with the Speek Website, you are agreeing to this TOS and are additionally subject to the Speek Privacy Policy, which we consider to be part of this TOS. Unless you are ineligible to register for or use Speek (for example, if you are under the age of thirteen, see below), you may continue to use the Speek App as long as you comply with the TOS.
  2. Right to Access and Use the Speek Website and the Speek App. Subject to your agreement to the TOS, Speek, Inc. hereby grants to you a limited, royalty-free non-exclusive, non-transferable, revocable, non-assignable, non-sublicenseable right and license to access and use the Speek Website and the Speek App, solely in accordance with the terms and conditions of this TOS. Unless expressly stated otherwise, any updates, bug fixes, service enhancements or changes made to the Speek App from time to time are also included in the license grant. All rights not expressly granted to you under this TOS are retained by Speek, Inc.
  3. Acceptable Use Policy. You may not use the Speek App or Speek Website in a manner that will (i) violate any applicable local, state, national or international laws or regulations; (ii) harass other persons; (ii) cause disruptions that may prevent or hamper others from using the Speek App or Speek Website; (iv) endanger children; or (v) defraud anyone. You may not use or allow others to use your Speek username to e-mail, instant message, voice mail, fax, chat, send spam (e-mail) and spim (instant messages), or send any other unsolicited bulk communication. You may not access Speek to harvest or collect any information about our users for any purpose without our express written authorization. If we become aware that your use of the Speek App or the Speek Website is unacceptable, we may suspend or terminate your account immediately, and in appropriate circumstances, we will notify the authorities.
  4. Compliance with Children’s Online Privacy Protection Act (“COPPA”). You must be at least thirteen (13) years of age to use the Speek App.
  5. Termination or Suspension of Right to Use. we may terminate or suspend your right to use the Speek App at any time, for any reason or for no reason, without notice. We will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of such lack of availability or service, or termination or suspension of your right to use the Speek App.
  6. No Warranty. Speek, Inc. does not represent that the Service is reliable, accurate or complete. THE SPEEK APP AND THE SPEEK WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTY OF ANY KIND AND YOU USE THE SERVICE AT YOUR OWN RISK. SPEEK, INC. EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
  7. Phone/Internet Service Charges. You are responsible for the entirety of any phone service or Internet charges, data or usage costs or subscription fees that may be imposed by your mobile device or Internet service provider when using the Speek App or the Speek Website.
  8. Security of Information. We will endeavor, using commercially reasonable efforts, to keep the information you provide to us in the course of your use of the Speek App and the Speek Website secure, but we do not guarantee that we will be successful. We will have no liability to you for any unauthorized access or use, corruption, deletion or destruction or loss of your information.
  9. Intellectual Property. The Speek App, the Speek Website, and all of their features, including without limitation trademarks, logos, look and feel, user interface, displays, graphical design and the manner in which the Speek App functions are the exclusive intellectual property of Speek, Inc. You do not, by virtue of registering for, or using the Speek App or the Speek Website, acquire any ownership or use rights apart from the limited access and use rights expressly set forth in Section 2 hereof, above.
  10. Limitation of Liability. NEITHER SPEEK, INC., ITS LICENSORS OR AFFILIATES NOR ANY OF THEIR EMPLOYEES, OFFICERS OR DIRECTORS SHALL 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, USE, DATA OR OTHER LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH YOUR USE OF THE SPEEK WEBSITE AND/OR THE SPEEK APP OR THIS TOS, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SPEEK APP OR SPEEK WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF USD $100.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
  11. No Emergency Calls or Services. THE SPEEK APP DOES NOT AND IS NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. “EMERGENCY SERVICES SHALL MEAN SERVICES THAT ALLOW A USER TO CONNECT WITH EMERGENCY SERVICES PERSONNEL OR PUBLIC SAFETY ANSWERING POINTS SUCH AS 911 OR E911 SERVICES.” NEITHER SPEEK, INC. NOR ITS OFFICERS, EMPLOYEES, DIRECTORS OR ITS LICENSORS OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO YOUR INABILITY TO USE THE SPEEK APP TO CONTACT ANY EMERGENCY SERVICES, OR YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES.
  12. Indemnification. You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with any claim related to (i) your use of the Speek App and/or Speek Website in a manner not authorized by this Agreement and/or in violation of the applicable restrictions, the Acceptable Use Policy set forth in Section 3, above and/or applicable law, or (ii) your violation of any term or condition of this TOS or any applicable additional policies, including without limitation, the Speek Privacy Policy. We agree to promptly notify you of any claim subject to indemnification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.
  13. Assignment. We may assign this contract at any time without providing prior notice to you or obtaining your consent, but you may not assign this contract to anyone.
  14. Amendments. We may make changes to this TOS from time in our discretion. We will use commercially reasonable efforts to notify you of the changes and provide you the opportunity to review them before they are put in place. If you do not agree to any change we make, stop using the Speek APP and Speek Website before the changes take effect. If you continue using the Speek App and/or the Speek Website after the effective date of a change, you agree to be bound by that change.
  15. Feedback. In the event that you choose to provide any feedback or suggestions for improvement of the Speek Website and/or the Speek App (collectively, “Feedback”) we will own all right, title and interest to such Feedback, and we will be entitled to use the Feedback without restriction, even if you have designated it to be “confidential” or subject to some other restriction.
  16. Non-Assert. During and after your use of the Speek Website and/or Speek App, you agree that you will not assert, nor will you authorize, assist, or encourage any third party to assert, against Speek, Inc., or any of our officers, directors, employees, end users, vendors, or business partners, any patent, copyright, or trademark infringement claims related to the Speek Website and/or the Speek App.
  17. Severability. If any portion of this TOS is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this TOS will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision in question will be severed from this TOS, and the remaining provisions shall remain in full force and effect.
  18. Waiver. All waivers must be set forth in a writing executed and dated by us. Our failure to enforce any provision of this TOS on one or more occasions shall not affect our right to enforce such provision at any other time.
  19. Governing Law. By using the Speek App and/or the Speek Website, you acknowledge and agree that the laws of the State of Virginia, without regard to principles of conflicts of laws, will govern the interpretation of this TOS and any dispute of any sort that might arise between you and us.
  20. Entire Agreement. This TOS constitutes the entire agreement between you and Speek, Inc. with regard to the subject matter hereof, and it supersedes any and all other prior or contemporaneous agreements or understandings, whether written or oral, and may be amended only by a writing executed and dated by both parties.