Terms of Use Agreement

Welcome to the Berlitz English Web site. We maintain this Web site as a service to our customers. By using our site, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not review information or obtain products or services through this site.

1. Acceptance of Agreement

   You agree to the terms and conditions outlined in this Terms of Use Agreement ("Agreement") with respect to our site (the "Site"). This Agreement (together with the Terms of Licensing Agreement mentioned below when applicable) constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements and understandings with respect to the Site, the Content, products or services provided by or through the Site, and the subject matter of this Agreement. We may amend this Agreement at any time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

2. Copyright

   The information, data, text, software, music, sound, photographs, video, messages or other materials, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters ("Content") related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4, is strictly prohibited. You do not have ownership rights to any Content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

3. Trademarks

   Berlitz, Berlitz English, ‘Q’ trademarks and others are either trademarks or registered trademarks of Berlitz Investment Corporation or The Q Group PLC. Other product and company names mentioned on the Site may be trademarks of their respective owners.

4. Limited Right to Use

   The viewing, printing or downloading of any Content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any Content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).

5. Customer Conduct

   You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Content originated. This means that you, and not Berlitz, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Global Community service ("Service") on the Site. Berlitz does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Berlitz be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

   You agree to not use the Service to:

   upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

   b)   harm minors in any way;

   c)   impersonate any person or entity, including, but not limited to, a Berlitz official, Pen Pal, or falsely state or otherwise misrepresent your affiliation with a person or entity;

   d)    forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

   e)   upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

   f)   upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

   g)   upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;

   h)   upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

   i)   "stalk" or otherwise harass another; or

   j)   collect or store personal data about other users.

   You acknowledge that Berlitz does not pre-screen Content, but that Berlitz and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, Berlitz and its designees shall have the right to remove any Content that violates the Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Berlitz or submitted to Berlitz, including without limitation information in Berlitz Bulletin Boards or sent from a Berlitz Pen Pal, and in all other parts of the Site.

   You acknowledge and agree that Berlitz may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Berlitz, its users and the public.

   You understand that the technical processing and transmission of the Site, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

6. Editing, Deleting, and Modification

   We reserve the right in our sole discretion to edit or delete any documents, information or other Content appearing on the Site.

7. Indemnification

   You agree to indemnify, defend and hold us harmless from any liability, loss, claim and expense, including reasonable attorneys' fees, related to your violation of this Agreement or use of the Site.

8. Nontransferable

   Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable.

9. Disclaimer and Limits

   THE INFORMATION FROM OR THROUGH THE SITE IS PROVIDED "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE AGREEMENT BETWEEN US AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
   ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING THE FORM OR DOCUMENT IS DISCLAIMED. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION.

Third-Party Postings

We may allow third parties to post Content on the Site. You understand that we do not operate or control the Content posted by third parties and that we assume no responsibility for any Content posted by third parties. You agree that access to or use of Content posted by third parties is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE ACCESS TO OR USE OF ANY INFORMATION POSTED BY ANY THIRD-PARTY IN OUR SITE. We reserve the right (but not the obligation) to edit, refuse to post or to remove any Content that in our sole discretion are objectionable or in violation of these Terms of Use.

Posting Rules

By your posting of Content in the Site, you are granting us a royalty-free, perpetual, non-exclusive, unrestricted, and worldwide right to use, copy, adapt, sublicense, modify, transmit, and publicly display any such Content. You represent and warrant to us that you own and control all of the rights to the Content you post, that the Content is accurate, that the use of the Content you post will not cause injury to any person or entity, and that you will indemnify us for all claims resulting from Content you supply.

Use of Information

We reserve the right, and you authorize us, to use and assign all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.

Third-Party Services

We may allow access to or advertise third-party merchant sites ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

Third-Party Merchant Policies

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

Privacy Policy

Our Privacy Policy, as it may change from time to time, is a part of this Agreement.

Licensing Agreement

You acknowledge and agree that the terms and conditions for the licensing of any products by us to you are governed by the Terms of Licensing Agreement (in addition to the terms and conditions in this Terms of Use applicable to the use of the Site generally). By ordering any products you acknowledge that you have read the Terms of Licensing Agreement, and that you accept to be bound by the terms and conditions contained therein.

Payments

You represent and warrant that if you are purchasing something from us or from Merchants that (a) you accept responsibility for all activities that occur under your account or password, (b) any credit information you supply is true and complete, (c) charges incurred by you will be honored by your credit card company, and (d) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

Links to Other Web Sites

The Site contains links to other Web sites. We are not responsible for the Content, accuracy or opinions expressed in such Web sites, and such Web sites are not investigated, monitored, or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

Copyrights and Copyright Agents

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information:

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) A description of the copyrighted work that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site;
(d) Your address, telephone number, and e-mail address;
(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Termination of the Service

You understand that we may terminate the Site or any services included on or through the Site at any time with or without notice. We will not be liable to any party for such termination.

Miscellaneous

This Agreement shall be treated as though it were signed and performed in New York, USA, and shall be governed by and construed in accordance with the laws of New York, USA. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

Our Address:

Berlitz Languages, Inc.
400 Alexander Park
Princeton, NJ 07928