Legal Information

Movielearn™, the Movielearn logo, Learn English with Movies!™ are trademarks and service marks of Movielearn Systems PTE. Ltd. Patents pending Movielearn Systems PTE. Ltd. All rights reserved. Cleverlearn® and the Cleverlearn logo are registered trademarks of Cleverlearn Ltd. and are used under license and with permission of Cleverlearn Ltd.

Terms and Conditions

This Agreement is between Movielearn Systems PTE. Ltd. ("Movielearn") and you ("you", "your" or the "User"), as an authorized user of the products and services provided by Movielearn, and governs the terms and conditions of your use of any products and services offered by Movielearn and access to the Site. Movielearn, through its website www.movielearn.com (the "Site"), provides patent pending and a proprietary English software application (the "Movielearn Application”). By accessing the Site and/or using the Movielearn Application, you confirm your acceptance of, and agree to be bound by, (i) all of the conditions of use set forth in this Agreement, (ii) any of the rules, policies and terms and conditions of use published on the Site or any website of a third party that may handle fulfillment of your purchase of the Movielearn Application, (iii) the license agreements for the Movielearn Application and (iv) the Privacy Policy. This Agreement, together with any end user license agreements, Privacy Policy, any operating rules, policies, pricing schedules, conditions of use or other documents on the Site or expressly incorporated herein by reference, constitute the entire agreement between Movielearn and You, and supersede all prior agreements between the parties regarding the subject matter of this Agreement. Notwithstanding the foregoing, your use of the Movielearn Application shall be pursuant to a separate license agreement governing the use of such software.

1. Account Information

   If a particular product or service offered by Movielearn requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You may be asked to choose a password and a user name, and you are entirely responsible for maintaining the confidentiality of your password and account. Your Login name may not include any racist, profane, crude or otherwise be offensive. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Movielearn immediately of any unauthorized use of your account or any other breach of security. Movielearn will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Movielearn or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.

2. Billing/Promotions

   (a) You agree to pay all charges that may be required for purchase the Movielearn Application and any accompanying Movie Title from Movielearn or a third party responsible for order fulfillment. All prices are exclusive of value added ("VAT"), sales or other taxes, which shall be added to any final charge to you, except as required by law. Movielearn reserves the right to modify its prices. Movielearn has the right to seek all charges and fees from you upon rejection by your credit card or debit card issuer of any charges or in the event the card issuer or its agents seeks reimbursement for payments previously made to Movielearn and as to which Movielearn believes such payments were proper. Movielearn has the right to seek any fees, damages, expenses or the like arising from your failure to pay for the Movielearn Application, including, but not limited to, fees charged to Movielearn by any credit card issuer or its agent as a penalty for reversing any payment (i.e., a charge back fee) as well as collection fees and expenses, court costs, and attorney's fees. (b) Any special offer or promotion regarding Movielearn

3. No Commercial Use.

   No User may reproduce, or otherwise utilize, for commercial purposes the information provided by Movielearn through the Site or the Movielearn Application, without the written permission of Movielearn. No User may resell or commercially exploit the data obtained by use of any of the Movielearn Application. Your right to use the Movielearn Application is personal to you, and you hereby agree not to resell the Movielearn Application. No user may use any of the Movielearn Application or access the Site for commercial gain, including advertising, promotion or marketing to members or third parties. Except as expressly agreed in writing between you and Movielearn, no material from the Site may be copied, duplicated, modified, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may not, under any circumstances, use any content on the Site for any resale or commercial use; any advertising or solicitation of funds or goods or services; any derivative use; any downloading or copying of account information; any reverse-engineering of software; or any use of data mining, robots, or similar data gathering and extraction tools. Modification of the content or use of the content for any other purpose is a violation of Movielearn’s copyright and other proprietary rights.

4. Intellectual Property.

   (i) Movielearn has copyrighted the contents of the Site, as a compilation copyright and that reproductions, redistribution or publication of such content is prohibited without the express written consent of Movielearn. (ii) The Movielearn Application and any accompanying movie titles owned and distributed, licensed or sold in DVD format by third parties (“Movie Titles”) that may be purchased along with the Movielearn Application, are copyrighted works of Movielearn, or of third parties, and otherwise protected by the intellectual property laws of the United States and various countries worldwide. Copyright © Movielearn Systems PTE. Ltd. 2005. (iii) Movielearn Application. Patents Pending. All rights reserved, Movielearn Systems PTE. Ltd. The use of the Movielearn Application is governed by the terms of the end user license agreement which accompanies the product ("End User License Agreement"). You will be unable to install the Movielearn Application unless you first agree to the End User License Agreement. (iv)The names and logos of Movielearn are trademarks and service marks of Movielearn, and are protected by intellectual property laws of the United States and several other countries worldwide. Any use or reproduction of any of the foregoing intellectual property without express consent of Movielearn shall be prosecuted to the fullest extent of the law. Further, the Site and any products (including any movie titles owned, licensed or distributed by third parties) purchased by you from Movielearn may include or contain material of third parties protected by copyright, trademark or other laws and that the use or reproduction thereof without express consent shall be prosecuted to the fullest extent of the law.

5. Deny Access/Minors.

   Children must always ask parents or a legal guardian for permission, and provide verifiable consent of a parent or legal guardian, before providing information to, or purchasing any products from, Movielearn. If Movielearn determines that information has been provided by any child without permission of a parent or legal guardian, Movielearn will immediately terminate the account and delete the information from our records.

6. Use of Information.

   By providing information to Movielearn, you hereby grant permission for Movielearn to use such information in accordance with and subject to the Movielearn Privacy Policy unless a restriction on such use is transmitted by you to Movielearn by email prior to such use.

7. Indemnification.

   You hereby indemnify Movielearn, its subsidiaries, affiliates, employees, counsel, agents, shareholders and representatives and each of its licensors and service providers, against any and all liabilities, expenses (including attorney's fees of in-house and retained counsel) and damages, relating to Movielearn’s use of information provided by you. You further agree to indemnify Movielearn and each of its licensors and service providers from and against any and all liabilities, expenses (including attorneys' fees of in-house and retained counsel) and damages arising out of claims based upon your use of any of the Movielearn Application, including any violation of this Agreement or any other Movielearn policy, rule or conditions of use posted on the Site or relating to the Movielearn Application, by you or any other person using your account, any claim of libel, defamation, violation of rights of privacy or publicity, any loss of service by other customers, any infringement of intellectual property or other rights of any third parties.

8. Content.

   Movielearn undertakes no responsibility to review the content of any information provided to you, including but not limited to information accessed through links to other websites and by using the Site and the Movielearn Application you agree that Movielearn shall have no liability for such content.

9. Compliance with Laws.

   Use of the Movielearn Application and Site are subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree:
   
   (a) To comply with all laws regarding the transmission of technical data;
   
   (b) Not to use the Movielearn Application or Site for illegal purposes or to provide instructions for illegal or harmful activities;
   
   (c) Not to interfere or disrupt networks connected to the Site or Movielearn Application;
   
   (d) To comply with all regulations, policies and procedures of networks connected to the Site or Movielearn Application;
   
   (e) Not to use the Site or Movielearn Application to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy or to knowingly receive information relating to (or include links to) pornography, pirated software and/or computer games or other counterfeit goods;
   
   (f) Not to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable material of any kind or nature;
   
   (g) Not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation ;
   
   (h) Not to use the Site for chain letters, pyramid schemes, junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process, and further agree not to attempt to gain unauthorized access to other computer systems. User shall not interfere with another customer's use and enjoyment of the Movielearn Application or Site. You agree not to post links to web addresses, to harvest or otherwise collect information about others, including e-mail addresses or download or otherwise copy, or provide (whether for a fee or not) to a person or entity any directory of users of Movielearn or other usage information or any portion thereof; and
   
   (i) In addition, you may not use the Site or Movielearn networks, servers, etc. to transmit SPAM or other unsolicited bulk email. If actual damages cannot be reasonably calculated, you agree to pay Movielearn liquidated damages of $10 for each piece of SPAM or unsolicited bulk email transmitted from or otherwise connected with You; otherwise you agree to pay Movielearn??s actual damages, to the extent such actual damages can be reasonably calculated.
   
   Movielearn reserves the right to pursue all claims against you to the fullest extent of the law and to terminate any account you may have with Movielearn if you violate these policies or any of the rules and policies set forth in this Agreement, the Privacy Policy or the End User License Agreements.

10. Additional Copyright Notice.

    Movielearn Systems PTE. Ltd. owns, protects and enforces copyright in its own creative materials and respects the intellectual property of others. This Site contains materials of third parties and links to third party sites, portals and directories. As a result, materials of third parties, not owned or controlled by Movielearn are included in or linked to the site or are stored or transmitted by or over the Site. To the best of Movielearn's knowledge, these materials do not infringe the copyrights of others. Upon receipt of proper notice of claimed infringement, Movielearn will respond expeditiously to resolve the claim between the notifying party and the alleged infringer who provided the materials in issue, including, where applicable, removing or disabling access to materials claimed to be infringing or by removing or disabling access to links to such material. It is the policy of Movielearn to terminate its relationships with third parties who repeatedly infringe the copyrights of others where such parties are known to be repeat infringers in connection with their use of Movielearn site, links, or storage and communication systems and networks.

11. Modification of Agreement.

    This Agreement may be modified by Movielearn at any time by publication through the Site or by, at Movielearn’s discretion, sending each an email your email address last provided to Movielearn. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE SITE TO OBTAIN TIMELY NOTICE OF SUCH MODIFICATIONS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH MODIFICATIONS BY CONTINUING TO USE THE SITE AFTER SUCH MODIFICATIONS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH MODIFICATIONS HAS BEEN SENT TO YOU.

12. Assignment.

    Movielearn may assign this Agreement in accordance with the sale of all or substantially all of its stock or membership interest or all or substantially all of its assets to a third party.

13. Disclaimer of Warranties; Limitations on Liability.

    EACH USER EXPRESSLY AGREES THAT USE OF THE SITE, THE MOVIELEARN APPLICATION AND ANY MOVIE TITLES ARE AT THE USER'S SOLE RISK. NEITHER MOVIELEARN NOR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS, SHAREHOLDERS WARRANT THAT THE SITE OR THE MOVIELEARN APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE AND NEITHER MOVIELEARN NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES WHICH COULD LEAD TO THE INTERRUPTION AND OR DELIVERY OF ANY OF THE SITE OR THE MOVIELEARN APPLICATION; NOR DOES MOVIELEARN OR ANY OF ITS LICENSORS, EMPLOYEES, AGENTS OR SHAREHOLDERS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE, THE MOVIELEARN APPLICATION OR ANY MOVIE TITLES. THE SITE, MOVIELEARN APPLICATION AND ANY MOVIE TITLESARE DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO SUCH SOFTWARE AND SERVICES. NEITHER MOVIELEARN NOR ANY ONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR THE MOVIELEARN APPLICATION SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SITE OR THE MOVIELEARN APPLICATION OR INABILITY TO USE THE SITE OR THE MOVIELEARN APPLICATION OR OUT OF ANY BREACH OF ANY WARRANTY, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF MOVIELEARN OR ANY SUCH LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF MOVIELEARN AND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SITE , THE MOVIELEARN APPLICATION AND ANY MOVIE TITLESOR ANY BREACH OF THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR USE THEREOF. YOU HEREBY RELEASE MOVIELEARN AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.

14. Governing Law; Jurisdiction.

    The laws of Hong Kong, SAR, excluding its conflicts-of-law rules, shall govern all matters relating to this Agreement and use of the Site, Movielearn Application and the Movie Titles. The United Nations Convention on contracts for the international sale of goods is expressly disclaimed. Any controversy or dispute arising out of this Agreement, the interpretation of any provision hereof, or the action or inaction of any party hereto shall be submitted to the courts of Hong Kong, SAR. The successful party to any proceeding or litigation relating to this Agreement shall be awarded reasonable costs and expenses (including attorney's fees of in-house and retained counsel).

15. Miscellaneous

    If any provision of this Agreement is invalid or unenforceable under applicable law, such provision will be deemed modified to the extent necessary to render such provision valid and enforceable and the other provisions of this Agreement will remain in full force and effect. The failure of Movielearn to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement may not be amended except as provided in this Agreement. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter.