Terms of Service

Welcome to FactSumo!

IntroductionThank you for using the FactSumo platform and the products, services and features we make available to you as part of the platform.

Our Service

Sixty Vocab, LLC is an online and mobile platform enabling interactive and fun learning. Our desire is to provide you with a quality interactive learning and entertainment experience.

Please read these Terms of Service (collectively with our Privacy Policy) the “Terms of Service” or “Agreement”) fully and carefully before using www.factsumo.com (the “Site”) and the services, features, content or applications offered by Sixty Vocab, LLC (“we”, “us” or “our”) (together with the Site, the “Services”). YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL THE TERMS OF SERVICE, YOU DO NOT HAVE ANY RIGHT TO USE THE SERVICES OR THE SITE. OUR ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR AGREEMENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE FACTSUMO PRIVACY POLICY, TO THE EXCLUSION OF ALL OTHER TERMS. BY USING THE SITE AND THE SERVICES, YOU ARE AGREEING TO BE BOUND TO THE TERMS OF SERVICE.

Your Service Provider

The entity providing the Services is Sixty Vocab LLC, a company operating under the laws of Delaware, located at 879 N. 25th Street, Philadelphia, PA 19130.

(of Terms)

By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service and the Privacy Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. Please read these carefully.

Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.

These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

Eligibility. You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

Registration. To get the most benefit from the Services, you may be asked to register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene; or (iv) or create an account utilizing someone else’s social media account (i.e. Facebook, Twitter, LinkedIn). You are solely responsible for the activity that occurs on your Account, and for keeping your account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. Failure to abide by these rules will result in the termination of your Account and the forfeiting of any monies owed to you. FactSumo reserves the right to refuse registration of, or cancel a username in its sole discretion.

Content

Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

User Content. All Content added, created, uploaded, submitted, distributed, streamed or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. You may delete or remove your User Content, either yourself or through a request made to one of our employees or affiliates. When your User Content is deleted, it will be removed from the Services. However, you understand that any removed User Content may persist in backup copies for a reasonable period of time (but will not following removal be shared with others).

Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for personal, non-commercial purposes. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from us or from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive license to access your User Content through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights. To the extent allowed by law, the foregoing includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that maybe known as or referred to as “Moral Rights”. To the extent you retain any such Moral Rights under applicable law, you hereby ratify and consent to any action that may be taken with respect to such Moral Rights by us and agree not to asset any Moral Rights with respect thereto. You hereby warrant, represent and agree that you have the right to grant FactSumo and the Site the rights set forth above.

Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. Further, we have no obligation to monitor the Site or the Services. However, we reserve the right to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services. You may access and use the Content and other items displayed on the Site for personal use only, provided that you maintain all copyright and other notices contained in such Content. Accessing, using, copying, or storing of any Content other than for personal use is strictly prohibited without prior written permission from FactSumo, or from the copyright holder identified in such Content holder’s copyright notice.

Rules of Conduct

As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Services.

  • You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit, stream or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
  • you know is false, misleading, untruthful or inaccurate;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, illegal, or is otherwise inappropriate as determined by us in our sole discretion;
  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
  • impersonates any person or entity, including any of our employees or representatives; or
  • includes anyone’s identification, identifiable documents or sensitive financial information.
  • You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
  • You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations; or (iv) use the Services anywhere in which they are prohibited.
  • You acknowledge that FactSumo does not have the obligation to review and that you are not relying on FactSumo to review or modify any portion of the Site or Services including, without limitation, User Content, posted by others, that you may find offensive or otherwise objectionable.
  • We also reserve the right to access, read, preserve, and disclose any information (including personally identifiable information) as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public. You hereby authorize for us to do so.
  • We reserve the right in our sole discretion to block IP addresses from access the Site and Services.
  • In the event you violate the Rules of Conduct set forth herein, we reserve the right to terminate your account and not refund or pay out to you any money associated with the Services, and to immediately cancel your Account.

Access. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and mobile devices. You shall be responsible for ensuring that such equipment and ancillary services are compatible with the Services. You are responsible for any fees, including internet connection or mobile fees that you incur when accessing the Site or the Services.

Third Party Services

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

Feedback

Any comments, suggestions, or feedback relating to the Site or the Services (collectively, “Feedback”) submitted to FactSumo shall become the property of FactSumo or its designee. FactSumo will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including, without limitation, product, Site or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future Site, Services, or operations. Without limitation, FactSumo will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not FactSumo, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Member Disputes

You are solely responsible for your interactions with other users on the Site. We reserve the right, but we have no obligations, to monitor disputes between you and other users.

Payments and Billing

Paid Services

Certain of our Services are subject to payments (the “Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a paid service are deemed part of this Agreement.

Billing

We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Payment Method

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

Current Information Required

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE , AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS AND MUST ALSO BE MADE WITH YOUR PAYMENT PROCESSOR ACCOUNT. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

Change in Amount Authorized

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Reaffirmation of Authorization

Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

Free Trials and Other Promotions

Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service, including for Subscription Services. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at [email protected].

Payments to Creators

You expressly authorize Sixty Vocab LLC’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.

Performance

FactSumo will use reasonable efforts to ensure that the Site and the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by FactSumo to minimize such disruption where it is within FactSumo’s reasonable control. YOU AGREE THAT FACTSUMO WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE, OR LACK OF AVAILABILITY OF THE SITE, THE SERVICES, YOUR USER CONTENT (AS DEFINED HEREIN) OR OTHER CONTENT.

Termination

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. Upon termination of your account, your right to use the Services, access the Site and any Content (including, without limitation, any User Content, Virtual Currency and Virtual Goods), shall be liquidated from your Account within thirty (30) days. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

We have no special relationship with or fiduciary duty to you. You acknowledge that We have no control over, and no duty to take any action regarding:

your fluency with the language as the result of accessing the Services;

  • what Content you access via the Services;
  • what Content is provided via the Services;
  • what effects the Content may have on you;
  • how you may interpret or use the Content;
  • any online or offline behavior of any users;
  • reliance on the Content; or
  • what actions you may take as a result of having been exposed to the Content.
  • You release us from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any Content contained in or accessed through the Services, and it will not be responsible or liable for the accuracy, completeness, usefulness, copyright compliance, legality or decency of material contained in or accessed through the Services. Users are responsible for the Content they provide.
  • You release us from all liability relating to your connections and relationships with other users. You understand that we do not, in any way, screen users, nor do we inquire into the backgrounds of users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of users or the veracity of any information, opinions, or advice users provide. Any such information, opinions or advice are for entertainment only and shall not be a substitute for professional financial, medical, legal or other advice or education. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet or otherwise arrange through the Services. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through the Services.
  • We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communication line failure, theft or destruction or unauthorized access to, or alteration of, any user communications. We are not responsible for problems or technical malfunctions of internet connections, telephone lines, computer online systems, servers, providers, computer equipment, software, failure of users on account of technical problems or congestion on the Internet or any similar combination or occurrence related to or in connection with the Services.
  • TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY LAW, FACTSUMO DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL, SERVICES OR SITE. WE, AND OUR DIRECTORS, EMPLOYEES, CONTRACTORS, ATTORNEYS, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (1) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (2) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (3) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (4) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE THAT FACTSUMO IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) ACCESSING OR USING THE SITE OR THE SERVICES; (2) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THAT RESULTS FROM THE STREAMING, UPLOADING, DOWNLOADING OR STORAGE OF USER CONTENT OR THE SERVICES; (3) THE TEMPORARY OR PERMANENT INABILITY TO ACCESS OR RETRIEVE ANY USER CONTENT FROM THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM; AND (4) CONTENT POSTED IN ANY FORUM OR COMMUNITY AREA OF THE SITE OR THE SERVICES. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL WE, NOR OUR MEMBERS, EMPLOYEES, CONTRACTORS, ATTORNEYS, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE OR THE SERVICES (1) FOR ANY LOST PROFITS, DATA LOSS, IMAGES, USER CONTENT OR OTHER INTANGIBLES, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (2) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (3) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS, (4) DAMAGES RELATED TO DOWNLOADING, UPLOADING, STREAMING OR POSTING CONTENT; AND (5) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF FIFTY U.S. DOLLARS ($50.00) OR THE AMOUNT YOU PAID TO FACTSUMO OR WAS PAID TO YOU BY FACTSUMO IN THE TWELVE MONTHS PRECEDING THE DATE OF THE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Governing Law and Jurisdiction

These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.

Entire Agreement and Severability

These Terms of Service, Privacy Policy, and any other policies, guidelines, and FAQs published by the Site or in connection with the Services are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Modification

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

Miscellaneous

Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [email protected].

No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

Contact

You may contact us at the following address: 879 N. 25th Street, Philadelphia, PA 19130.

Effective Date of Terms of Service: May [1], 2013

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