What information do we collect?
Our web site contains a few forms, where a visitor to the site may be asked for information about them. The only reason we ask for this information is so that we may provide the visitor with better service. When we ask for the visitor's name and contact information, we do so in order to know how to reach the visitor in order to respond to any requests they may make.
In addition to basic contact information, we also have a registration form that will request additional information of the visitor. This information is requested as a means of preparing to provide said visitor with a valuable service. The visitors to the site are providing this information voluntarily.
Conversa Language Programs may use this information to contact a visitor after the initial contact has been made, or even after the service has been provided, in an attempt to inform the visitor of relevant information relating to Conversa Language Programs and services offered directly by Conversa Language Programs.
Cookies are files stored on a visitors computer to help web sites provide a better user experience, as well as to understand how the user navigates the web site (again, helping us provide a better service to the visitor).
Conversa.com and spanishbackpack.com
THIS AGREEMENT require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute. THIS AGREEMENT ALSO INCLUDES AN AUTOMATIC RENEWAL OPTION.
I. Rights, License, and Restrictions
1. Licensor hereby grants to you, the user, a non-exclusive and non-transferable license to access and use the Site as made available by Licensor during the term of this Agreement, subject to the other terms and condition in this Agreement. The "Web-Based Service" means Licensor’s provision of, and your use of, the Site as permitted by the foregoing license.
2. The Site and Web Based Services includes the executable computer programs and any related printed, electronic and online documentation and any other content that may accompany the foregoing as generally made available by Licensor for users.
3. Licensor retains all right, title and interest in and to the Site and Web-Based Services, including all intellectual property rights therein or thereto. Licensor reserves all rights not expressly granted and there are no implied licenses granted to you. Licensor’s intellectual property rights include the look and feel of the Site and Web-Based Service, as well as content developed and distributed by Licensor. Nothing herein conveys or transfers any ownership rights in or to the Site or Web-Based Service.
4. The Web-Based Service is accessible through the Site. You can grant access to your student users, subject to Licensor’s policies and procedures regarding student users. You can grant access to an unlimited number of student users, subject to the pricing structure established by Licensor for that purpose. You and your student users can access the Site and Web-Based Service from a computer or mobile device and are solely responsible for any telecommunication, internet or other costs or expenses relating to such access.
5. You may not transfer or assign any of your rights or obligations under this Agreement to any other person or legal entity without Licensor’s prior written approval.
6. You may not make available the Site or Web-Based Service for use to any unauthorized persons. You may not access the Site or Web-Based Service to develop a competing site or service. You may not modify, reverse-engineer, or de-compile, in any manner through current or future available technologies, the Site or Web-Based Service. You may not use the Site or Web-Based Service for any illegal purpose or in a manner that harms or disrupts the Site or any third party. You may not authorize or permit any other person (including your students) to violate any of the foregoing restrictions.
7. Failure to comply with any of the terms of this section will be considered a material breach of this Agreement and will provide Licensor the right to terminate. In addition, Licensor may suspend your access and/or your student’s access to the Site and Web-Based Services if Licensor has a good faith belief that you or your students are using the Site or Web-Based Services in breach of this Agreement.
1. Access and use of Site and Web-Based Service is available to Conversa students currently enrolled in online classes, or soon to be enrolled in the Spanish Immersion program in Costa Rica, and students paying the subscription fee established by Conversa.
III. Disclaimers and Limitation of Liability
1. THE SITE AND WEB-BASED SERVICE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND LICENSOR (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. LICENSOR (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR WEB-BASED SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR WEB-BASED SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR (OR OUR SUPPLIERS) BE LIABLE TO YOU, YOUR STUDENTS, OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND WEB-BASED SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LICENSOR’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE FEES PAID TO LICENSOR BY YOU DURING THE THEN CURRENT TERM (I.E., ONE MONTH OR ONE YEAR). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
IV. Term and Termination
1. Except as otherwise provided, this Agreement will remain in full force and effect while you use the Site and/or Web-Based Services.
2. Licensor may suspend or terminate your rights to access or use the Site and Web-Based Services at any time if you breach this Agreement or fail to pay amounts due.
3. Upon termination, your rights cease and you will stop accessing the Site and Web-Based Services. You understand that any termination or non-renewal may involve deletion of your content from Licensor’s live databases. Licensor will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination or deletion of your content.
4. Even after your rights are terminated, the following provisions of this Agreement will remain in effect: III and V.
1. Licensor will be free of liability if Licensor is prevented from executing its obligations under this Agreement in whole or in part due to events or circumstances outside its control, such as earthquake, typhoon, flood, fire, war or any other unforeseen and uncontrollable event.
2. This Agreement is subject to occasional revision by Licensor, and if Licensor makes any substantial changes, Licensor may notify you by sending you an e-mail to the last e-mail address you provided to Licensor (if any), and/or by prominently posting notice of the changes on the Site. In the event that the last e-mail address that you have provided is not valid, or for any reason is not capable of delivering to you the notice described above, dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users. Continued use following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
(a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Licensor and its employees, agents, successors, or assigns, regarding or relating to the Site, Web-Based Services or this Agreement shall exclusively be settled through binding and confidential arbitration.
(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
(c) You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
(d) You and Licensor must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Licensor will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) Licensor also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
(e) Notwithstanding the foregoing, either you or Licensor may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts in which our principal place of business is located. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts in which our principal place of business is located in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within the state in which our principal place of business is located for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
(f) With the exception of subparts (1) and (2) in Section V.3(d) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in Section V.3(d) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Licensor shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in the state in which our principal place of business is located.
(g) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
(h) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Licensor and our employees, agents, successors, or assigns, regarding or relating to these Agreement, Site, or Web-Based Services shall exclusively be governed by the internal laws of the state in which Licensor’s principal place of business is located, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
The Site and
Web-Based Services may be subject to
6. This Agreement constitute the entire agreement between you and Licensor regarding its subject matter, including the access or use of the Site and Web-Based Services. Failure to exercise or enforce any right or provision shall not operate as a waiver of such right or provision. The section titles are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Licensor is that of an independent contractor, and neither party is an agent or partner of the other.
7. All notices to Licensor under this Agreement are to be provided at the following address:
Santa Ana, Calle Central, Avenida 6, Casa Conversa
Santa Ana, Costa Rica
8. The communications between you and Licensor use electronic means, whether you use the Site or send us emails, or whether Licensor posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Licensor in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Licensor provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.