DEFINITIONS
"Client" or "You" or "Your" means the individual or business entity that executes this contract. "English League" or "EL" or "We" or "Our" means English League, at www.englishleague.com. "Online Lab" or "Lab" means the web-based training program provided by English League. "Deliverables" means the documents, materials, and other items furnished by Client to English League via the Online Lab.

INTENDED USE
The Online Lab is intended to help you practice your listening, spoken, and written language skills via its Practice Pages and with instructor feedback to your assessment and presentation submissions via the Online Lab. The Lab is not intended as a substitute for face-to-face training.

FREE TRIAL
The intent of the 30-day free Online Lab trial is to offer users access to sample the Lab and see how it works at no obligation. The free trial offers a small number of Practice Pages and allows one short assessment and one short presentation submission for teacher feedback. There are no fees attached and there is no obligation to continue after your 30-day trial expires. If you like the free trial, you may sign up on the main page for full access to ALL our regularly updated Practice Pages and options for longer assessment and presentation submissions.

REFUNDS
There are no refunds for individual month-to-month Lab subscribers; however, you may cancel at any time and we will not bill you for the following months. Organization, group, or corporate accounts are subject to the refund terms outlined in their individual contracts with English League.

PRIVACY & CONFIDENTIALITY
We highly respect your privacy. Your personal and contact information, the nature of the work performed, and any information transmitted to English League by Client shall be confidential. English League shall not without the prior consent of Client or unless required by law, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of English League whose job performance requires such disclosure.

PRICNG
English League reserves the right to adjust pricing at any time without notice.

REFUSAL OF SERVICE
English League reserves the right to refuse service to any Online Lab user for what we determine to be abusive practices (such as spamming, posting offensive content, using the Lab in ways that it was not intended to be used, and the like) or for submitting material we determine to be offensive or otherwise inappropriate.

TERMINATION
English League reserves the right to terminate service to any Online Lab user for what we determine to be abusive practices (such as spamming, posting offensive content, using the Lab in ways that it was not intended to be used, and the like) or for submitting material we determine to be offensive or otherwise inappropriate. In the event that Client breaches this Agreement, English League shall have the right to terminate whereupon Client shall pay the full purchase price provided for the services completed and for all work in progress. Neither party shall be deemed to be in breach or default of any provision of this Agreement by reason of a delay or failure in performance due to any causes beyond its control.

TITLE & OWNERSHIP
All right, title and interest in and to the Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain the sole and exclusive property of Client. Notwithstanding the above, Client acknowledges that English League is the sole and exclusive owner of all right, title, and interest in and to all inventions, methodology, innovations, information, know-how, and databases, and software developed by English League in the course of working with Deliverables via the Online Lab, including any and all patent rights, copyrights, know-how, and trade secrets therein. Provided that the Deliverables and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of English League until English League shall have been paid in full for such Deliverables.

ONLINE LAB SOFTWARE
Online Lab software is run and maintained by a third party, Inspot, Inc. While English League will try to address some simple user problems, questions, or difficulties with this software as a courtesy when possible, all claims and questions regarding the Online Lab will ultimately be processed and addressed by Inspot, Inc. Client understands that English League does not control or maintain the Online Lab web site, servers, or software. Client shall indemnify, defend, and hold harmless English League, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand based on the performance of and Client's use of Online Lab software,

INDEMNIFICATION
Client shall indemnify, defend, and hold harmless English League, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) Client's breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by Client, (iv) any taxes and from any duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary right.

LIMITATION OF LIABILITY
English League shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against Client by any other person or entity, arising from or relating to services rendered by English League, regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort, or otherwise, and even if English League has been advised of the possibility of such damages, anything contained in related proposals and other documentation notwithstanding. English League shall not be responsible for any loss or damage to, nor the return of, any Source Materials.

REPRESENTATIONS & WARRANTIES
English League represents and warrants that it shall perform the Online Lab work in a manner consistent with its standard service and production procedures. Client represents and warrants (i) that it owns or is licensee of the Deliverable and all components thereof, and (ii) that translation of the Deliverable and publication, distribution, sale or other use of the Deliverable shall not infringe upon any copyright, trademark, patent, or other right of any third party.

DISCLAIMER OF WARRANTY
The foregoing warranties of English League are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. English League makes no warranty that use of the Deliverables or use of any information relating thereto or contained therein shall not infringe any patent, copyright, or trade secret or any other proprietary right of any third party.