TERMS OF USE

AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether
personally or on behalf of an entity (“you”) and Motion Mensch Inc. (“Company”, “we”, “us”, or
“our”) d/b/a UpLingua, concerning your access to and use of the www.uplingua.comwebsite as
well as any other media form, media channel, mobile website or mobile application related, linked,
or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you
have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT
AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED
FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to
time are hereby expressly incorporated herein by reference. We reserve the right, in our sole
discretion, to make changes or modifications to these Terms of Use at any time and for any
reason. We will alert you about any changes by updating the “Last updated” date of these Terms
of Use, and you waive any right to receive specific notice of each such change. It is your
responsibility to periodically review these Terms of Use to stay informed of updates. You will be
subject to, and will be deemed to have been made aware of and to have accepted, the changes
in any revised Terms of Use by your continued use of the Site after the date such revised Terms
of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or
entity in any jurisdiction or country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement within such jurisdiction or
country. Accordingly, those persons who choose to access the Site from other locations do so on
their own initiative and are solely responsible for compliance with local laws, if and to the extent
local laws are applicable.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are
not permitted to use or register for the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and graphics on the Site
(collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the
“Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and
trademark laws and various other intellectual property rights and unfair competition laws of the
United States, foreign jurisdictions, and international conventions. The Content and the Marks are
provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied,
reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated,
transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose
whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use
the Site and to download or print a copy of any portion of the Content to which you have properly
gained access solely for your personal, non-commercial use. We reserve all rights not expressly
granted to you in and to the Site, the Content and the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all registration information you submit will
be true, accurate, current, and complete; (2) you will maintain the accuracy of such information
and promptly update such registration information as necessary; (3) you have the legal capacity
and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in
which you reside; (5) you will not access the Site through automated or non-human means,
whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or
unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the
right to suspend or terminate your account and refuse any and all current or future use of the Site
(or any portion thereof).
USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and
will be responsible for all use of your account and password. We reserve the right to remove,
reclaim, or change a username you select if we determine, in our sole discretion, that such
username is inappropriate, obscene, or otherwise objectionable.
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site
available. The Site may not be used in connection with any commercial endeavors except those
that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:

  1. Systematically retrieve data or other content from the Site to create or compile, directly or
    indirectly, a collection, compilation, database, or directory without written permission from us.
  2. Make any unauthorized use of the Site, including collecting usernames and/or email
    addresses of users by electronic or other means for the purpose of sending unsolicited email, or
    creating user accounts by automated means or under false pretenses.
  3. Use the Site to advertise or offer to sell goods and services.4. Circumvent, disable, or otherwise interfere with security-related features of the Site, including
    features that prevent or restrict the use or copying of any Content or enforce limitations on the
    use of the Site and/or the Content contained therein.
  4. Engage in unauthorized framing of or linking to the Site.
  5. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive
    account information such as user passwords.
  6. Make improper use of our support services or submit false reports of abuse or misconduct.
  7. Engage in any automated use of the system, such as using scripts to send comments or
    messages, or using any data mining, robots, or similar data gathering and extraction tools.
  8. Interfere with, disrupt, or create an undue burden on the Site or the networks or services
    connected to the Site.
  9. Attempt to impersonate another user or person or use the username of another user.
  10. Sell or otherwise transfer your profile.
  11. Use any information obtained from the Site in order to harass, abuse, or harm another
    person.
  12. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the
    Content for any revenue-generating endeavor or commercial enterprise.
  13. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or
    in any way making up a part of the Site.
  14. Attempt to bypass any measures of the Site designed to prevent or restrict access to the
    Site, or any portion of the Site.
  15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in
    providing any portion of the Site to you.
  16. Delete the copyright or other proprietary rights notice from any Content.
  17. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,
    JavaScript, or other code.
  18. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other
    material, including excessive use of capital letters and spamming (continuous posting of
    repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or
    modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or
    maintenance of the Site.
  19. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive
    or active information collection or transmission mechanism, including without limitation, clear
    graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices
    (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  20. Except as may be the result of standard search engine or Internet browser usage, use,
    launch, develop, or distribute any automated system, including without limitation, any spider,
    robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any
    unauthorized script or other software.
  21. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  22. Use the Site in a manner inconsistent with any applicable laws or regulations.
    USER GENERATED CONTRIBUTIONS
    The Site may invite you to chat, contribute to, or participate in blogs, message boards, online
    forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the
    Site, including but not limited to text, writings, video, audio, photographs, graphics, comments,
    suggestions, or personal information or other material (collectively, “Contributions”). Contributions
    may be viewable by other users of the Site and through third-party websites. As such, any
    Contributions you transmit may be treated as non-confidential and non-proprietary. When you
    create or make available any Contributions, you thereby represent and warrant that:
  23. The creation, distribution, transmission, public display, or performance, and the accessing,
    downloading, or copying of your Contributions do not and will not infringe the proprietary rights,
    including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third
    party.
  24. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and
    permissions to use and to authorize us, the Site, and other users of the Site to use your
    Contributions in any manner contemplated by the Site and these Terms of Use.
  25. You have the written consent, release, and/or permission of each and every identifiable individual
    person in your Contributions to use the name or likeness of each and every such identifiable
    individual person to enable inclusion and use of your Contributions in any manner contemplated by
    the Site and these Terms of Use.
  26. Your Contributions are not false, inaccurate, or misleading.
  27. Your Contributions are not unsolicited or unauthorized advertising, promotional materials,
    pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  28. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
    slanderous, or otherwise objectionable (as determined by us).
  29. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  30. Your Contributions do not advocate the violent overthrow of any government or incite, encourage,
    or threaten physical harm against another.
  31. Your Contributions do not violate any applicable law, regulation, or rule.
  32. Your Contributions do not violate the privacy or publicity rights of any third party.
  33. Your Contributions do not contain any material that solicits personal information from anyone
    under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  34. Your Contributions do not violate any federal or state law concerning child pornography, or
    otherwise intended to protect the health or well-being of minors;
  35. Your Contributions do not include any offensive comments that are connected to race, national
    origin, gender, sexual preference, or physical handicap.
  36. Your Contributions do not otherwise violate, or link to material that violates, any provision of
    these Terms of Use, or any applicable law or regulation.
    Any use of the Site in violation of the foregoing violates these Terms of Use and may result in,
    among other things, termination or suspension of your rights to use the Site.
    CONTRIBUTION LICENSE
    By posting your Contributions to any part of the Site, you automatically grant, and you represent
    and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable,
    perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host,
    use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache,
    publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and
    distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other
    works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and
    distribution may occur in any media formats and through any media channels.
    This license will apply to any form, media, or technology now known or hereafter developed, and
    includes our use of your name, company name, and franchise name, as applicable, and any of
    the trademarks, service marks, trade names, logos, and personal and commercial images you
    provide. You waive all moral rights in your Contributions, and you warrant that moral rights have
    not otherwise been asserted in your Contributions.
    We do not assert any ownership over your Contributions. You retain full ownership of all of your
    Contributions and any intellectual property rights or other proprietary rights associated with your
    Contributions. We are not liable for any statements or representations in your Contributions
    provided by you in any area on the Site. You are solely responsible for your Contributions to the
    Site and you expressly agree to exonerate us from any and all responsibility and to refrain from
    any legal action against us regarding your Contributions.
    We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any
    Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations
    on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason,
    without notice. We have no obligation to monitor your Contributions.
    MOBILE APPLICATION LICENSE
    Use License
    If you access the Site via a mobile application, then we grant you a revocable, non-exclusive,
    non-transferable, limited right to install and use the mobile application on wireless electronic
    devices owned or controlled by you, and to access and use the mobile application on such devices
    strictly in accordance with the terms and conditions of this mobile application license contained in
    these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to
    derive the source code of, or decrypt the application; (2) make any modification, adaptation,
    improvement, enhancement, translation, or derivative work from the application; (3) violate any
    applicable laws, rules, or regulations in connection with your access or use of the application; (4)
    remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark)
    posted by us or the licensors of the application; (5) use the application for any revenue generating
    endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6)
    make the application available over a network or other environment permitting access or use by
    multiple devices or users at the same time; (7) use the application for creating a product, service,
    or software that is, directly or indirectly, competitive with or in any way a substitute for the
    application; (8) use the application to send automated queries to any website or to send any
    unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or
    our other intellectual property in the design, development, manufacture, licensing, or distribution
    of any applications, accessories, or devices for use with the application.
    Apple and Android Devices
    The following terms apply when you use a mobile application obtained from either the Apple Store
    or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device
    that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with
    the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible
    for providing any maintenance and support services with respect to the mobile application as
    specified in the terms and conditions of this mobile application license contained in these Terms
    of Use or as otherwise required under applicable law, and you acknowledge that each App
    Distributor has no obligation whatsoever to furnish any maintenance and support services with
    respect to the mobile application; (3) in the event of any failure of the mobile application to conform
    to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor,
    in accordance with its terms and policies, may refund the purchase price, if any, paid for the
    mobile application, and to the maximum extent permitted by applicable law, the App Distributor
    will have no other warranty obligation whatsoever with respect to the mobile application; (4) you
    represent and warrant that (i) you are not located in a country that is subject to a U.S. government
    embargo, or that has been designated by the U.S. government as a “terrorist supporting” country
    and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you
    must comply with applicable third-party terms of agreement when using the mobile application,
    e.g., if you have a VoIP application, then you must not be in violation of their wireless data service
    agreement when using the mobile application; and (6) you acknowledge and agree that the App
    Distributors are third-party beneficiaries of the terms and conditions in this mobile application
    license contained in these Terms of Use, and that each App Distributor will have the right (and
    will be deemed to have accepted the right) to enforce the terms and conditions in this mobile
    application license contained in these Terms of Use against you as a third-party beneficiary
    thereof.

SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or
other information regarding the Site (“Submissions”) provided by you to us are non-confidential
and shall become our sole property. We shall own exclusive rights, including all intellectual
property rights, and shall be entitled to the unrestricted use and dissemination of these
Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby
warrant that any such Submissions are original with you or that you have the right to submit such
Submissions. You agree there shall be no recourse against us for any alleged or actual
infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party
Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video,
information, applications, software, and other content or items belonging to or originating from
third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not
investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and
we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party
Content posted on, available through, or installed from the Site, including the content, accuracy,
offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the ThirdParty Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or
installation of any Third-Party Websites or any Third-Party Content does not imply approval or
endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites
or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies,
including privacy and data gathering practices, of any website to which you navigate from the Site
or relating to any applications you use or install from the Site. Any purchases you make through
Third-Party Websites will be through other websites and from other companies, and we take no
responsibility whatsoever in relation to such purchases which are exclusively between you and
the applicable third party. You agree and acknowledge that we do not endorse the products or
services offered on Third-Party Websites and you shall hold us harmless from any harm caused
by your purchase of such products or services. Additionally, you shall hold us harmless from any
losses sustained by you or harm caused to you relating to or resulting in any way from any ThirdParty Content or any contact with Third-Party Websites.
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms
of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the
law or these Terms of Use, including without limitation, reporting such user to law enforcement
authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of your Contributions or any
portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from
the Site or otherwise disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect
our rights and property and to facilitate the proper functioning of the Site.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy
Policy: www.uplingua.com/privacypolicy. By using the Site, you agree to be bound by our
Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is
hosted in the United States. If you access the Site from the European Union, Asia, or any other
region of the world with laws or other requirements governing personal data collection, use, or
disclosure that differ from applicable laws in the United States, then through your continued use
of the Site, you are transferring your data to the United States, and you expressly consent to have
your data transferred to and processed in the United States. Further, we do not knowingly
accept, request, or solicit information from children or knowingly market to
children. Therefore, in accordance with the U.S. Children’s Online Privacy
Protection Act, if we receive actual knowledge that anyone under the age of 13
has provided personal information to us without the requisite and verifiable
parental consent, we will delete that information from the Site as quickly as is
reasonably practical.
COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on
or through the Site infringes upon any copyright you own or control, please immediately notify us
using the contact information provided below (a “Notification”). A copy of your Notification will be
sent to the person who posted or stored the material addressed in the Notification. Please be
advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to
by the Site infringes your copyright, you should consider first contacting an attorney.
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT
LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE
RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY
ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES),
TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT
LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT
CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR
DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED
AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of any third
party, even if you may be acting on behalf of the third party. In addition to terminating or
suspending your account, we reserve the right to take appropriate legal action, including without
limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any
reason at our sole discretion without notice. However, we have no obligation to update any
information on our Site. We also reserve the right to modify or discontinue all or part of the Site
without notice at any time. We will not be liable to you or any third party for any modification, price
change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware,
software, or other problems or need to perform maintenance related to the Site, resulting in
interruptions, delays, or errors. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You
agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your
inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in
these Terms of Use will be construed to obligate us to maintain and support the Site or to supply
any corrections, updates, or releases in connection therewith.
GOVERNING LAW
These Terms of Use and your use of the Site are governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be entirely performed
within the State of New York, without regard to its conflict of law principles.
DISPUTE RESOLUTION
Informal NegotiationsTo expedite resolution and control the cost of any dispute, controversy, or claim related to these
Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us
(individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate
any Dispute (except those Disputes expressly provided below) informally for at least thirty
(30) days before initiating arbitration. Such informal negotiations commence upon written notice
from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except
those Disputes expressly excluded below) will be finally and exclusively resolved by binding
arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE
RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and
conducted under the Commercial Arbitration Rules of the American Arbitration Association
(“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related
Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA
Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are
determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The
arbitration may be conducted in person, through the submission of documents, by phone, or
online. The arbitrator will make a decision in writing, but need not provide a statement of reasons
unless requested by either Party. The arbitrator must follow applicable law, and any award may
be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable
AAA rules or applicable law, the arbitration will take place in Westchester County, New York.
Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay
proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award
entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be
commenced or prosecuted in the state and federal courts located in Westchester County, New
York, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction,
and forum non conveniens with respect to venue and jurisdiction in such state and federal
courts. Application of the United Nations Convention on Contracts for the International Sale of
Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from
these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced
more than one (1) years after the cause of action arose. If this provision is found to be illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute shall be decided by a court
of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to
submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties
individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action
basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to
be brought in a purported representative capacity on behalf of the general public or any other
persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning
informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or
concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related
to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c)
any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal
or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within
the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction
of that court.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or
omissions, including descriptions, pricing, availability, and various other information. We reserve
the right to correct any errors, inaccuracies, or omissions and to change or update the information
on the Site at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR
USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S
CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL
ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY
DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND
USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE
SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR
THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD
PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR
FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY
CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE
DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE
SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION
FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN
YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION
WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT,
LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF
THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE
FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT
PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE
OF ACTION ARISING OR $99.00 USD. CERTAIN STATE LAWS DO NOT ALLOW
LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE
ADDITIONAL RIGHTS.
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and
all of our respective officers, agents, partners, and employees, from and against any loss,
damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by
any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of
these Terms of Use; (4) any breach of your representations and warranties set forth in these
Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual
property rights; or (6) any overt harmful act toward any other user of the Site with whom you
connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to
assume the exclusive defense and control of any matter for which you are required to indemnify
us, and you agree to cooperate, at your expense, with our defense of such claims. We will use
reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.

USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site. Although we perform
regular routine backups of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site. You agree that we shall have no liability
to you for any loss or corruption of any such data, and you hereby waive any right of action against
us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURESVisiting the Site, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree that all
agreements, notices, disclosures, and other communications we provide to you electronically, via
email and on the Site, satisfy any legal requirement that such communication be in writing. YOU
HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND
RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You
hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or
other laws in any jurisdiction which require an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by any means other than electronic
means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of Consumer Affairs in
writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at
(800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to
the Site constitute the entire agreement and understanding between you and us. Our failure to
exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of
such right or provision. These Terms of Use operate to the fullest extent permissible by law. We
may assign any or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond
our reasonable control. If any provision or part of a provision of these Terms of Use is determined
to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable
from these Terms of Use and does not affect the validity and enforceability of any remaining
provisions. There is no joint venture, partnership, employment or agency relationship created
between you and us as a result of these Terms of Use or use of the Site. You agree that these
Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive
any and all defenses you may have based on the electronic form of these Terms of Use and the
lack of signing by the parties hereto to execute these Terms of Use.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use
of the Site, please contact us at:
Motion Mensch Inc.
75 S. Broadway, 4th floor
c/o Carlos Gonzalez
White Plains, NY 10601
United States
Phone: 800-309-1556

support@uplingua.com