These terms and conditions of service (Terms) apply to you as a customer of Exploro Labs Ltd and constitute a legally binding agreement which governs the relationship between you, as a customer using our Service, and us. Please read these Terms carefully before you access our mobile application. These Terms tell you who we are, how we will provide our Service, what to do if there is a problem with our Service and other important information.
Last updated: 28 February 2019
1. INTERPRETATION AND DEFINITIONS
1.1 The following definitions shall apply to these Terms:
|Basic Free Access||has the meaning given to it in Clause 4;|
|Exploro Labs||means Exploro Labs Ltd with registered company number 11175557 and registered office addressed Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX;|
|Fees||means the fees payable to Exploro Labs by the customer in consideration of the Service, as set out at https://mandarinspark.com/pricing and as updated from time to time;|
|Intellectual Property Rights||means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; and wherever existing;|
|Lifetime Unlock||has the meaning given to it in Clause 4;|
|Losses||means all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, ex gratia compensation payments, demands and legal and other professional costs (calculated on a full indemnity basis);|
|Periodic Subscription||has the meaning given to it in Clause 4;|
|Platform||means our application ‘Mandarin Spark’ owned by Exploro Labs;|
|Service||means Exploro Lab’s provision of the Platform through which an individual can access and use a variety of language learning tools.|
1.2 By accessing or using any part of our Service, you represent that you have read, understood and agree to be bound by these Terms including any future modifications. If you do not agree to these Terms you are not authorised to use, access or participate in the Service.
2. INFORMATION ABOUT US
2.1 We are Exploro Labs Ltd, a company incorporated in England and Wales whose registered company number is 11175557 and whose registered office is Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX.
2.2 References to we, us or our means Exploro Labs Ltd. References to you or your means the individual who accesses the Service or uses the Platform.
2.3 You can contact us by emailing [email protected]
3. SCOPE AND NATURE OF OUR SERVICE
3.1 The Platform allows customers to access and use our Service, including learning or practising a language, accessing a language dictionary and other learning tools. We may, in our sole discretion at any time, update, change, suspend, improve or discontinue any aspect of the Service temporarily or permanently provided that such changes do not materially decrease the functionality of the Service.
3.2 When you choose to download our Platform you will be presented with these Terms and, if you choose not to agree to these Terms, you will not be able to use the Platform or access our Service. If you agree to these Terms, you can download the mobile application and access certain features, depending on the subscription that you choose.
3.3 These Terms shall commence on the date on which you accept them through the Platform and shall continue until terminated in accordance with Clause 8 below.
3.4 You are responsible for your own learning. We are not responsible for the progress or development of your language skills and we make no guarantees in respect of your ability to learn or develop your language skills through our Service.
3.5 Our Service is provided on an “as-is” and “as available” basis and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Platform and for the selection of the Services to achieve your intended results. We disclaim all warranties, express or implied, including without limitation, implied warranties of merchantability, title, fitness for a particular purpose and non-infringement in respect of the Services.
4. SUBSCRIPTIONS & FEES
4.1 If you choose to download our Platform, you will be presented with three options:
4.1.1 Basic Free Access – if you do not wish to purchase a subscription, you will not be required to pay anything for the download. However, you only have access to our basic content and features as updated from time to time;
4.1.2 Lifetime Unlock – if you choose this option, you will be required to pay a non-refundable, one-off, upfront Fee. This will give you unlimited access to our Service including all functionality, features and updates. For the purposes of our Lifetime Unlock option, “lifetime” constitutes 70 years or until the date we cease to provide the Platform and/or Service (whichever is the earliest);
4.1.3 Periodic Subscription – if you choose to purchase our Service on a subscription basis, you will be required to periodically pay our Fees. This will give you unlimited access to our Service through the Platform including all functionality, features and updates during the period which you pay for the Service.
4.2 If you purchase the Lifetime Unlock or a Periodic Subscription, you will be required to set up an account and will be directed to the Apple App Store billing system where you will be required to provide payment information including your credit or debit card details. All payments are made in accordance with Apple’s terms and conditions (available at: https://www.apple.com/legal/internet-services/itunes/). If you purchase the Lifetime Unlock, we reserve the right to charge an additional fee to access any new content introduced to the Platform.
4.3 If you purchase a Periodic Subscription through the Service, your account will be billed monthly, quarterly or yearly (depending on the option you choose) throughout the subscription term until it is terminated in accordance with Clause 8 below.
4.4 For the period that your subscription is active, you acknowledge and agree that we and/or any third-party payment providers are authorised to charge the same credit or debit card as was used for the initial subscription fee. The Fee will continue to be billed unless and until cancelled in accordance with Clause 4.5. You must cancel your subscription before it renews in order to avoid payment of the next period’s Fee.
4.5 If you wish to cancel your subscription, you can do so through the iTunes App by changing your billing preferences in accordance with Apple’s terms and conditions (available here: https://support.apple.com/en-gb/HT202039) . If you cancel your subscription, the functionality of the Service will be reduced to the Basic Free Access.
4.6 You agree to pay all Fees incurred by you or anyone using an account registered to you via our Service.
4.7 We may revise the pricing for the Service offered through the Platform at any time by providing you with one (1) months’ notice.
4.8 You acknowledge and agree that the Service is provided immediately upon receipt of payment of the Fees and you are not entitled to a refund of any Fees paid should you decide to terminate these Terms.
5. YOUR OBLIGATIONS
5.1 You shall not use the Service in a manner which damages our reputation, or which adversely affects the provision of the Service or Platform for other customers. You acknowledge that you are fully responsible for all use of your account and for any actions or purchases made through your account.
5.2 You represent and warrant that:
5.2.1 you shall maintain the confidentiality of your password and other information related to security of your account;
5.2.2 your access and use of the Service will be in accordance with these Terms and all applicable laws; and
5.2.3 you have created or own any material that you submit via the Service.
5.3 You shall provide us with any and all information and assistance as required in order for us to provide you with access to the Platform and perform the Service. You must ensure that all information provided is complete, accurate and kept up to date.
5.4 You agree not to use the Service in any unlawful manner and in particular shall not:
5.4.1 defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (including rights of privacy and publicity) of others; or
5.4.2 publish, post, upload, distribute or disseminate any inappropriate, defamatory, abusive, infringing, obscene, discriminatory or otherwise unlawful material.
6.1 We are not responsible for any losses caused by any third-party payment provider, including, but not limited to losses or damage caused by system downtime, inability to process payments or payment service outages.
6.2 Subject to Clause 6.3, in no event shall our aggregate liability to you (whether in contract, tort (including negligence) or otherwise) and in respect of all Losses arising out of or in connection with these Terms exceed 110% of the Fees payable by you in accordance with Clause 4.
6.3 Nothing in these Terms shall limit any liability for:
6.3.1 death or personal injury; or
6.3.2 fraud or fraudulent misrepresentation.
6.4 To the extent permitted by law, we shall not be liable for:
6.4.1 any punitive, special, indirect or consequential loss or damages;
6.4.2 any loss of production;
6.4.3 loss of profit;
6.4.4 loss of revenue;
6.4.5 loss of contract;
6.4.6 loss of or damage to goodwill or reputation;
6.4.7 loss of claim;
6.4.8 any inaccuracy relating to the information provided via our Service; or
6.4.9 any direct, indirect, consequential or punitive damages, losses or costs suffered, incurred or paid by you, pursuant to, arising out of or in connection with the use, inability to use or delay of the Service.
6.5 Whilst we will make every effort to ensure the smooth running of our Service, we cannot guarantee uninterrupted use of the Service or Platform and we are not liable for any Losses arising out of or in connection with any interruptions, breakdown, repair, upgrade or maintenance to our Platform or Service.
6.6 Our Service contains links to third-party applications, services and/or websites that are not controlled by us. We are not liable for any third-party applications, services, information, materials, products or services. If you access any third-party sites, applications, services or products, you acknowledge and agree that we are in no way responsible, whether directly or indirectly, for any Losses arising out of or in connection with your use of any third-party applications, services and/or websites.
7. DATA PROTECTION
8.1 These Terms will immediately terminate on termination or expiry of our agreement with Apple in respect of its third-party payment service or termination or expiry of our development agreement with Apple. We may terminate these Terms immediately for any reason.
8.2 Without affecting any other right or remedy available to it, either Party may terminate these Terms with immediate effect by giving written notice to the other Party if:
8.2.1 the other Party commits a material breach of these Terms and (if such a breach is remediable) fails to remedy that breach within seven (7) days of that Party being notified in writing to do so;
8.2.2 the other Party’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.
8.3 You may terminate these Terms at any time by following the instructions available through the Platform.
8.4 In the event that these Terms are terminated in accordance with Clauses 8.1 to 8.2, we will block your access to the Platform and, if applicable, all content associated with your account which is stored through our Service may be deleted.
8.5 In the event that these Terms are terminated in accordance with Clauses 8.1, you will receive a pro-rated refund of any fees paid for Services not provided.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 We retain all ownership of all Intellectual Property Rights in the Service and Platform.
9.2 We grant you a non-transferable, non-exclusive, licence to download, install and use our Intellectual Property Rights for the provision of the Service and use of the Platform. You may not derive or attempt to derive the source code of all or any part of the Service or Platform, permit any third party to derive such source code, or reverse engineer, decompile, disassemble, or translate any part of the Service or Platform.
9.3 You shall not sub-licence, assign or otherwise transfer the rights granted in Clause 9.2.
9.4 All content available through the Platform, including (but not limited to) designed, text, graphics, images, information, audio, software and other media, are the property of us or our licensors. You are not permitted to modified, copy, distribute, reproduce, republish, transmit or otherwise edit any of the information, in whole or part, other than expressly permitted by these Terms.
9.5 If you:
9.5.1 submit any ratings, reviews, information, data, text, translations or other information through the Platform; or
9.5.2 create any new data, information, content or any other materials through the Platform, you hereby grant us a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable and sublicensable licence to use, reproduce, copy, adapt, modify, distribute, and/or incorporate such information into other works.
10.1 Neither Party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure is a result of events, circumstances or causes beyond its reasonable control.
10.2 We may at any time assign, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms.
10.3 You shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms without our prior written consent.
10.4 We may update and amend these Terms at any time by giving you one (1) week’s written notice.
10.5 These Terms constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
10.6 Each Party acknowledges that in entering into these Terms it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
10.7 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 10.7 shall not affect the validity and enforceability of the rest of these Terms.
10.8 Except as expressly provided elsewhere in these Terms, a person who is not a Party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
10.9 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by the law of England and Wales and subject to the exclusive jurisdiction of the English courts.