Mango Languages – Terms of Library Activation

You, hereafter referred to as “Library”, will need to click the “I Acknowledge and Accept the Terms of Activation-” button at the bottom of the page to activate the Mango Languages Library Edition Product (“Activation”).This Terms of Library Activation (the, “Agreement”) is made and entered into between Library and Creative Empire, LLC, D/B/A Mango Languages (“Mango”, “we”, “us”, or “our”). PLEASE READ THE AGREEMENT CAREFULLY BEFORE ACTIVATION. By Activation, Library states that it understands and agrees to the terms of this Agreement.

  1. SERVICES; TERM Subject to the satisfaction of the terms and conditions of this Agreement, Mango shall provide Library certain services identified as Library Edition (collectively, “Services”). This Agreement shall be effective as of the date of acceptance of this Agreement, and shall remain in full force and effect for one (1) year (the “Term”).
  2. ELIGIBILITY REQUIREMENTS. Library acknowledges that in order to be eligible to execute this Agreement and to receive the Services described herein, it must both serve a population of less than ten thousand (10,000) people, and be a New Mango Customer (collectively, “Eligibility Requirement”). “New Mango Customer” is defined as a customer that has never purchased Mango’s products or services before. By executing this Agreement, Library represents and warrants that it satisfies the Eligibility Requirements.
  3. CONSIDERATION. As consideration for Services, Library agrees to promote the use of the Services through its website homepage as well as other written or electronic publications which may be utilized by Library throughout the Term. Mango will supply all the necessary artwork for the promotion of the Services.
  4. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SERVICES AND SERVICES PURCHASED BY LIBRARY FROM MANGO ARE PROVIDED “AS IS”. MANGO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. To the maximum extent permitted by applicable law, neither Mango nor its licensors or distributors shall be liable to the Library for any lost profits, cost of substitute goods or services, or any form of indirect, special, incidental, consequential or punitive damages from any causes of action arising with respect to the Services that Library purchases from Mango, whether arising in tort (including negligence), contract, strict liability or otherwise, whether or not such party has been advised of the possibility of such damage. In no event shall Mango’s aggregate liability under this Agreement exceed the amount actually paid by Library for the applicable Services.
  5. WEB-SITE/SOFTWARE ACCESS. To the extent that any Services are accessed through Mango’s website (“Website”) or software programs, Mango hereby grants the Library’s Authorized Users a limited license to access and make use of such Services. “Authorized Users” means users who are registered borrowers of the Library, those that are walk-ins, and those who are remote users accessing the Services through the Library’s website. Library will make reasonable efforts to protect Mango’s proprietary information (including but not limited to Mango’s intellectual property and other similar Content (as defined below)), and will promptly notify Mango if Library discovers there is unauthorized use of Mango’s Services and will cooperate with Mango to mediate the situation.
  6. WEB-SITE LICENSE AND CONDITIONS. As a condition of the Website license granted in paragraph 4 above, Library agrees:
    • • not to download or modify any part of the Website, except with the express and prior written consent of Mango;
    • • not to download or copy any account information for the benefit of another merchant;
    • • not to resell or make any commercial use of the Website or its Content;
    • • not to reproduce, duplicate, copy, sell, resell or otherwise exploit the Website for any commercial purpose without the express written consent of Mango;
    • • not to make any derivative use of the Website or its Content;
    • • not to frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Mango except for the purposes of this Agreement and for promoting the Services;
    • • not to use any meta tags or any other “hidden text” utilizing the Mango name or trademarks without the express written consent of Mango;
    • • While Mango attempts to insure that its Website is normally available 24 hours a day, Mango shall not be liable if for any reason its Website is unavailable at any time or for any period; provided however, that Mango shall use its best efforts to provide adequate capacity and bandwidth to support the Library’s needs and provide service on a 24 hour basis except for routine maintenance (for which the Library is pre-notified). In the event that Mango fails to provide such service for five days within a 30 day period, Mango shall provide a pro rata refund for the 30 day period in question;
    • • Access to Mango’s Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Mango’s control; and
    • • Any rights not expressly granted in these terms are reserved.
  7. INDEMNIFICATION. Mango and the Library agree to indemnify, defend and hold one another, and all of their respective members, directors, officers, employees, attorneys and agents (collectively, “Agents”) harmless from and against any loss, claim, judgment, liability, damage, action or cause of action (including reasonable attorneys’ fees and court costs) arising out of or in connection with (a) a third party claim that the Library’s possession and/or use of the Services infringe or misappropriate the patent, copyright, trademark or other intellectual property rights of a third party, or (b) the negligence or willful misconduct of either Mango or the Library or their respective Agents with respect to any obligation, term or condition of this Agreement.
  8. SUPPORT. Mango shall support the Library by responding to emails and phone calls from the Library. Mango shall make reasonable efforts to respond to all customer support issues during normal business days between the hours of 9 a.m. and 5 p.m. Eastern Standard Time, Monday through Friday.
  9. UPDATES. Mango shall from time to time update its online software and language lesson Content. The Library shall only receive updates to the Library Edition (the “Services”), and any changes or enhancements to Mango’s “consumer edition” and/or other editions will not necessarily be made to the Services.
  10. INTELLECTUAL PROPERTY. All materials on the Mango Website or Services, including without limitation, text, images, logo, software, Audio Content and video clips, databases, e-mails, and posted comments and reviews (collectively, the “Content”’) are owned or controlled by Mango and/or it licensors, who retain all right, title, and interest in and to the Content. The Website and Content are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws. Library shall use all reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting Mango’s intellectual property rights.
  11. INTELLECTUAL PROPERTY. All materials on the Mango Website or Services, including without limitation, text, images, logo, software, Audio Content and video clips, databases, e-mails, and posted comments and reviews (collectively, the “Content”’) are owned or controlled by Mango and/or it licensors, who retain all right, title, and interest in and to the Content. The Website and Content are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws. Library shall use all reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting Mango’s intellectual property rights.
  12. LICENSE OF LIBRARY’S TRADEMARKS. Library agrees to grant Mango a non-exclusive, non-transferable, royalty-free, right and license, solely during the Term of the Agreement, to reproduce, display, and otherwise use the trademarks, service marks, logos, and trade names of Library solely in connection with the advertising and promotion of Mango’s language learning business.
  13. APPLICABLE LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, excluding any conflicts of law provisions. The parties hereto agree to submit any suit arising under or relating to this Agreement to any state court of competent jurisdiction located in Oakland County, Michigan, or in the United States District Court for the Eastern District of Michigan, and the parties hereto waive any objection to submitting to the personal jurisdiction and venue therein.
  14. FORCE MAJEURE. Neither party hereto shall be deemed in default of this Agreement to the extent that performance of its obligations under this Agreement (other than any payment obligations) are delayed or prevented solely by supervening conditions beyond a party’s reasonable control, including without limitation natural disasters, war, terrorism, strikes, power outages, internet connectivity outages, labor disputes, and government demands or requirements (each, a “Force Majeure”), provided that such party gives the other party written notice thereof within fifteen (15) days of its discovery of a Force Majeure that prevents the performance of its obligations under this Agreement (other than any payment obligations). The time for performance shall be extended for a period equal to the duration of the Force Majeure, not to exceed six (6) months.
  15. TAXES. All prices for the Services and other amounts in this Agreement are exclusive of any applicable customs, duties, assessments, fees and taxes, including any applicable value added or any other sales taxes (collectively, “Taxes”). Library shall be responsible for payment of any and all applicable Taxes to the extent required under applicable law.
  16. GENERAL. This Agreement constitutes the entire agreement between Mango and the Library regarding the subject matter hereof, supersedes all prior or contemporaneous agreements, understandings or negotiations between Mango and the Library, whether written or oral, regarding the subject matter hereof, and may be amended, modified or waived only by a writing signed by Mango and Library. The parties hereto represent and warrant to the other party that they each have the right power, and authority to enter into and fully perform its obligations under this Agreement and have obtained all necessary licenses, permissions, and consents to fulfill their respective obligations under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, but only Mango may assign any of its rights or obligations under this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Agreement shall be held to be void or unenforceable by any competent court or tribunal, the remaining provisions of this Agreement shall continue in full force and effect. No failure or delay by Mango in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or power hereunder. This Agreement may be executed in counterparts (including counterparts delivered via facsimile or other electronic transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.