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Definitions and Acknowledgements
English Computerized Learning Inc. (ECL) is the legal name of the corporation doing business offering Pronunciation Power products through online memberships.
The Subscriber understands and agrees that all information, data, text, software, sound, photographs, graphics, video, other data, information or materials transmissible online constitute "Content" (irrespective of capitalization used) for the purposes of definition within this agreement and within communications related to the Service.
The Subscriber or the legal entity that you are legally authorized to represent will, upon application for the Service or upon entering into contract with ECL for the purposes of receiving the online Service will be known and identified as “The Subscriber” or “Subscriber”, a term which may be interchangeably used with your specific legal name, the specific legal name of the legal entity entering into contract to receive the Service or the account name used to identify the underlying contract for the Service.
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Services Provided
ECL agrees to provide the use of a Server to the Subscriber for the online use of the Pronunciation Power line of products. ECL represents and warrants that it has access to the knowledge and expertise necessary to configure, maintain, monitor, and secure the Server. ECL will do, as deemed necessary by ECL, software and/or hardware upgrades for the purposes of maintaining security and stability of the services provided.
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Intellectual Property
Pronunciation Power products and Pronunciation Power online memberships are property of ECL. Use of the Pronunciation Power name within this agreement, within the service, on websites, within emails, notices, and documents shall be understood and agreed to be and remain intellectual property of ECL. As the Subscriber you agree not to infringe upon ECL intellectual property through the registration of similar or matching names, trademarks or internet domains. This obligation not to infringe shall also endure after termination or cancellation of any contract for the Service.
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Material and Products
ECL will provide the Subscriber with material and data in a condition that is "user-ready", which is in a form requiring no additional manipulation on the part of the Subscriber.
Use of Pronunciation Power products requires a certain level of knowledge in the use of Internet. The Subscriber agrees that it is not the responsibility of ECL to provide this knowledge or customer support outside of the defined service of ECL.
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Acceptance of Terms, Conditions and Guidelines
ECL provides its Pronunciation Power online membership to the Subscriber subject to the following Description of Service and subject to the Terms and Conditions of this Agreement:
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Description of Service
The Service will be available 24 hours a day, 7 days a week. The Subscriber understands and agrees that the Service is provided "AS-IS" and that:
a) ECL assumes no responsibility for incorrect delivery of user names and passwords from The Subscriber to the users.
b) ECL assumes no responsibility for state of computers that the users utilize to access the online products or for the state of the internet delivery service outside of the ECL data center.
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Acceptable Use Policy
The Subscriber agrees to be bound by the Acceptable Use Policy or Policies (AUP) of the Service as shall be posted at www.ecli.com.cn/agreement. The Subscriber agrees not to use the Service or subject the Service to activities that may in any way impair the stability or good function of the Service or in any way negatively affect or impair the use of the Service by other Subscribers or use or access to the Service. ECL reserves the right of sole determination as to what constitutes acceptable use of the Service and reserves the sole right to take whatever action or pursue whatever remedy ECL deems is necessary to maintain or restore acceptable function of the Service or access to the Service. ECL further reserves the right to take whatever legal action it deems necessary to maintain the reliability and good function of the Service including pursuit of damages as compensation for activities and behavior specifically and maliciously directed towards damaging the reliability and good function of the Service. The Subscriber acknowledges that violation of the Acceptable Use Policy may result in immediate suspension or termination of your account at the sole discretion of English ECL without recourse, compensation or reimbursement.
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Subscriber Account, Password and Security
The Subscriber is responsible for maintaining the confidentiality of the account, account access and passwords and is fully responsible for all activities that occur within the Service and to the Service under access through the account. The Subscriber agrees to immediately notify ECL of any unauthorized use of the account or password or any other breach of security. ECL will not be liable for any loss or damage arising from the Subscribers failure to comply with the terms and conditions of this section. ECL will track all user names and passwords and reserve the right to suspend a membership if it appears that the user name and password of that membership has been used other than by a single user. This suspension will remain in effect pending resolution.
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Member Conduct
The Subscriber understands that all information, data, text, software, sound, photographs, graphics, video, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole property of ECL. The user names and passwords are single-user only. They may not be given to or used by more than one person.
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Termination
ECL reserves the right to state the maximum number or hours that may be spent using the products online by any given user name and password. In the case that an account is deactivated due to overuse The Subscriber must contact ECL to reactivate it. ECL cannot guarantee that the account will be reactivated if it has been severely overused, and, reserves the right to deactivate the Client's user name and password upon an indication of such activity. To ensure server reliability, use of password will be monitored and overuse may be restricted. The user will act within the capacity of ECL and ECL servers provided – capacity being 40 mebabytes of usage per month per account. Multiple consecutive log-ins of the same user name and password from different IP sources will also be deemed excessive use.
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Liability
ECL will not be held responsible for abuse of the system by subscribers: hacking, sharing of passwords, overuse of the system or any use specifically intended to bring harm to the system or impair the operation or performance of the system or block others from successfully using the system. This may entail the blacklisting of users or IP addresses originating attacks.
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Indemnity
The Subscriber agrees to indemnify and hold ECL and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content used and transmitted.
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Server Availability
ECL will not be held liable for Internet outages outside the ECL data center. ECL guarantees 99% uptime of our service.
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Limited Warranties
ECL will make every reasonable effort to maintain the uninterrupted operation of the online Services, subject to regularly scheduled server and network maintenance cycles. However because many events and circumstances are beyond the control of ECL, ECL does not in any way warrant or otherwise guarantee the availability of the Pronunciation Power membership system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues.
ECL may, at its sole discretion, limit or deny access to its servers, if, in the judgment of ECL, such limitations or denials of access are required to assure the security of the network, the integrity of the network structure, or to prevent damage to the network, the software or the data stored on the ECL servers.
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No Resale of Service
The Subscriber agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
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Modifications to Service
ECL reserves the right at any time and from time to time to modify or temporarily discontinue the Service (or any part thereof) with or without notice, if deemed necessary. The Subscriber agrees that ECL will not be liable to The Subscriber or to any third party for any modification, suspension or temporary discontinuance of the Service.
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Proprietary Rights
The Subscriber acknowledges and agrees that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Subscriber further acknowledges and agrees that Content contained in sponsor advertisements or copyrights, trademarks, service marks, patents or other proprietary rights and laws protect information presented to you through the Service or advertisers. Except as expressly authorized by ECL, the Subscriber agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
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Trademark Information
The Pronunciation Power logos are trademarks ECL. The Subscriber agrees not to display or use in any manner, the Pronunciation Power logos without the prior written permission of ECL.
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Severability
If any provision of this Agreement is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect and said provision shall be reformed only to the extent necessary to make it enforceable.
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Jurisdiction
This Agreement shall be interpreted and governed under the laws of the Province of Alberta, Canada, without regard to any conflict of laws provisions.
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Transfer
The Customer may not transfer this agreement without the written consent of ECL.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Contract thereto are agreed to by both parties upon renewal of services.
You must agree to the terms and conditions above.
