Welcome to Say Mondo. Please review these Terms and Conditions, which are intended to constitute a binding agreement that conditions your use of this site and the Say Mondo Services (“Agreement”). We have tried to avoid unnecessary legalese, and hope that you understand that in order to provide services to Customers, Visitors all other users (collectively, the “Users”), we must protect our rights. You may contact us if you have any questions about these Terms and Conditions.

This document was last updated August 24, 2010. Substantive changes from the previous version are marked with Insertions and Deletions.

1. Definitions

The following definitions apply to these Terms and Conditions:

• User: A User is any individual who visits the Website or interacts with Say Mondo, including Customers and Visitors.
• Reader: A person affiliated with Say Mondo, who reads and records Your Text.
• Your Text: The written passage(s) which a Customer submits to Say Mondo for the purpose of reading out-loud and recording to audio Episode.
• Episode. The recorded version of Your Text, as read by a Say Mondo Reader.
• Say Mondo (“Us,” or “We”): This website and its accompanying services.
• Say Mondo Services (“Services”): Any services offered by Say Mondo to Users, through any means, website, application, or medium.
• Website: Saymondo.com other URL, or other interactive service through which Say Mondo provides Services.
• Materials: Marks, copyrighted material, or other intellectual property used in connection with the Services, including Your Text.

2. Your Acceptance

Visitors & Customers.As a Visitor or Customer you accept all applicable portions of these Terms and Conditions by visiting the Website, interacting with Say Mondo, or using the Say Mondo service in any way, or by clicking the "accept" Terms and Conditions check box upon ordering.

Effect of Acceptance. By accepting these Terms and Conditions, you represent that you (i) agree to be bound by these Terms and Conditions, (ii) shall be subject to the current version of the Privacy Policy, and (iii) shall comply with any technical specifications, rules of operation, or security procedures set forth by Say Mondo from time to time on the Website.

Changes to Terms and Conditions. Internet technology and the applicable laws, rules, and regulations change frequently. Accordingly, Say Mondo reserves the right to make changes to this agreement at any time. Your continued use of the services constitutes assent to any new provisions of this Agreement that may be posted on the Website. You shall be bound by the revised Terms and Conditions for all subsequent uses of the Service after such modifications have been made. If you do not wish to be bound by this Agreement after you have read it, please leave the site. If you remain at this site, or return thereafter, you agree to be bound by this Agreement.

3. User Accounts

Identification. In order to access and use the Service for any purpose, you shall identify yourself by giving your name, email address, and any other information requested by Say Mondo.

Passwords. Say Mondo does not currently require that users log-in with a username and password. However, you may assign a password to their Episode if you wish. You are soley responsible for keeping your passwords safe and secure.

Once your Episode is completed, you will be emailed a unique link to your episode. If you lose your Episode's link, you can have it emailed to you. Since anyone with the link is able to download your Episode, you are responsible for maintaining the confidentiality of your Episode's link and ensuring that no one uses it without authorization.

Responsibilities of Users. You agree that you will comply with all applicable local, state, and federal laws, statutes, and regulations regarding use of this Website and Say Mondo Service. You must at all times use this Service in a responsible and legal manner. In particular (but not exclusively), you must not do any of the following:

• provide any false personal information to Say Mondo;
• use an invalid or unauthorized credit card in making transactions with the Service;
• interfere with or disrupt the servers or networks connected to the Service; or
• circumvent, disable, or otherwise interfere with security-related features of the Website.

When posting Your Text, any information, Materials, or content, you agree that you will not:

• harass, defame, intimidate, or threaten another User or person;
• interfere with another User’s or person’s rights to privacy;
• submit any material that is defamatory (i.e., disparaging to the reputation of an individual or business);
• submit any material that is obscene, offensive, or indecent;
• submit any trademarks, logos, copyrighted material, or other intellectual property without the authorization of the owner; or
• submit any materials that may damage the operation of any computer (such as a virus, worm, SQL Injection, or Trojan horse);
• submit any material for which you do have not obtained proper permission.

Say Mondo's Rights. Say Mondo reserves the right to refuse to record Material that we subjectively consider to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable. Finally, Say Mondo reserves the right to remove any content or information you post on Say Mondo if we believe that it violates this Statement.

4. Services

Say Mondo connects people who want to practice American English pronunciation with native English speakers, who will read and record User-submitted text. Say Mondo will then license the audio file to the User for a fee. Say Mondo reserves the right to discontinue any function, service, or feature of the Website at any time.

5. Payments

Payment Policy. Your order will not be completed until payment is received through our third-party payment service, PayPal. A credit card or PayPal account is required in order to purchase Say Mondo services. We do not accept cash or e-check. Do not send sensitive information, including credit card information, to Say Mondo via e-mail, contact form, as a part of Your Text, or any other method.

Refund Policy. Refunds are issued at the sole discretion of Say Mondo, and will not be issued for Say Mondo's failure to record material which violates this policy. Further, no refunds will be issued for episodes which have been permanently deleted pursuant to your request, whether or not you downloaded the file. All refunds are subject to a $10 service charge. All decisions by Say Mondo shall be final.

Gift Certificates. Gift Certificates which have not been used for twelve (12) consecutive months will be charged a $2.50 per month service fee.

If you become aware of fraudulent use of your card, or if it is lost or stolen, you must notify your card provider in accordance with its reporting rules.

6. Website Content

Non-User-Generated Content. While Say Mondo makes reasonable efforts to ensure that non-User generated information is accurate, we cannot ensure 100% accuracy at all times. To the fullest extent permitted by law, Say Mondo expressly disclaims any and all liability arising from reliance on the accuracy or inaccuracy of information posted on the Website.

Links to Third Parties. Say Mondo will link to third party websites from time to time. Say Mondo is not responsible for the content of any third party websites or any other websites linked to or from the Website. Links appearing on the Website, including advertisements, are for convenience only and shall not constitute an endorsement by Say Mondo, our affiliates, or our partners of the referenced content, product, service, or supplier. You may link to third party websites in accordance with this policy, and only at your own risk. Say Mondo is in no way responsible for examining or evaluating, and does not warrant the offerings of, third party website pages or any other websites linked to or from the Website, and expressly disclaims all responsibility and liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy policies and terms and conditions. You should carefully review the terms and conditions and privacy policies of all third party websites that you visit. You assume full responsibility for your use of third-party websites or services. Say Mondo shall not be a party to any contract you between you and any third party.

7. Intellectual Property Rights and Confidentiality

7.1. Generally

Generally. Say Mondo and its licensors shall retain all Intellectual Property Rights in the software, tools, designs, documentation, data, and any other material developed or provided by Say Mondo, including, but not limited to, the Services and any data, text, pictures, sound, graphics, logos, marks, symbols, video, visual, oral, or other digital material and any other content of any description, on the Website or Services.

7.2. Copyrights

Unless otherwise stated, all content on the Website (the “Content”) is owned by Say Mondo, or other original providers, and is protected by applicable intellectual property and proprietary rights and laws including the United States Copyright Act, 17 U.S.C. section 101 et seq. The content on the Website is provided to you “AS IS” for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Say Mondo, and, where applicable, the copyright holder. If you have obtained a prior written consent of Say Mondo, and, where applicable, of the copyright holder to use such Content, such use must conform the limitations set forth in the authorization and be limited to your own personal, non-commercial use. In any event, you shall not alter the content or alter or remove any copyright, trademark, or other proprietary notice. Inquiries and permission requests may be sent to Say Mondo via our online submission form.

7.3. Trademarks

The names Say Mondo, saymondo.com, the Say Mondo logo(s), the Say Mondo slogan(s), and any other product and service names that Say Mondo may present on the Website from time to time may not be used in connection with any product or service that is not Say Mondo, nor in any manner that is likely to cause confusion, or in any way that may disparage or discredit Say Mondo. Other trademarks, service marks, or logos that appear on the Website are the property of their respective owners and are likely to be registered trademarks and subject to restrictions as to their use. They must not be used without the express permission of both Say Mondo and the mark owner.

7.4. Your Materials

As a User, you own all your marks or copyrighted material provided by you in connection with your use of this Service (collectively, your “Materials”). You hereby grant to Say Mondo a nonexclusive, royalty-free, transferable, fully paid-up, world-wide license to perform, use, copy, transform, transmit, publish, and distribute your Materials for the purpose of providing or promoting the Services described in these Terms and Conditions. You warrant that you are authorized to grant such rights to the Materials to Say Mondo, and you specifically warrant that by disclosing the Materials to Say Mondo, you do not violate any duty to or right of a third party.

Say Mondo reserves the right to remove any of your Materials or refuse to give service if your Materials are likely to infringe on another's intellectual property rights. Say Mondo obtains no other right, title, or interest in your Materials except as set forth herein.

7.5. Rights Granted to Customers

Say Mondo retains copyright to the Episode recording, and grants to you a nonexclusive, non-transferable license to use the Episode recording for personal and educational purposes (the "License"). You further agree that you shall use the Episode recording in accordance with all applicable local, state, and federal laws, statutes, and regulations.

7.6. Prohibited Uses of Episodes

Say Mondo reserves the right to revoke or modify your license to use a Episode recording, pursuant to this agreement. You agree to remove or delete all copies of the Episode recording if your license is revoked. You are expressly prohibited from the following conduct (without limitation), and agree to indemnify and hold harmless Say Mondo for any liability incurred as a result of such conduct:

• misrepresenting your rights to use the Material;
• exceeding the permitted uses under the License;
• using the Episode recording in violation of the license granted to you;
• misrepresenting your identity;
• using the Episode recording in a way that implies that Say Mondo endorses a third party good or service;
• using the Episode recording in an unfair or deceptive manner;
• making unauthorized copies of the Episode recording;
• continuing to use the Episode recording after your license has been revoked.

Say Mondo disclaims any liability arising from or in connection with the use of an Episode recording by a User or third party. You agree to indemnify Say Mondo for any liability arising from use of an Episode recording. Any User that becomes aware of any misuse of an Episode recording shall immediately notify Say Mondo by sending an e-mail to us.

7.7. Confidentiality

Although we will treat your Materials (including Your Text) with respect and commercially reasonable security, your Materials and Episodes are not confidential, as described in Section 7.4. However, you may add a password which will prevent others from downloading the file without the Episode ID and the password.

We incur no other duties or liabilities regarding your Episode Text except as expressly enumerated herein.

8. Representations and Warranties; Disclaimers.

YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SAY MONDO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. Each User represents and warrants that he or she shall perform its obligations in a manner that complies with the applicable federal, state, and local laws, regulations, ordinances, and codes. Without limiting the generality of the foregoing, you further warrant that you own or otherwise have sufficient rights to grant the licenses granted hereunder to your Materials, have collected your Materials in compliance with all applicable laws, rules, and regulations (including any infringement or misappropriation of U.S. patent, copyright, trademark or trade secret); and that the use and provision of your Materials as contemplated herein will not infringe upon any intellectual property, privacy or other rights of any third party.

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. To the extent permitted by law, Say Mondo expressly disclaims any and all such other warranties and duties, including but not limited to the obligation to maintain the Service or keep the Website operational. Further, we cannot insure against all unforeseen glitches, security flaws, potential hackers and others who would engage in computer crimes. Further, unscrupulous individuals could theoretically make an unauthorized copy of an Episode recording or redirect you to an unauthorized website. If you have any doubt as to the authenticity of the website, you should not use the services. Instead, please contact us immediately.

9. Indemnification

9.1. By Say Mondo

Say Mondo agrees to indemnify, defend, and hold harmless you and (if applicable) your officers, directors, employees, agents, successors, and assigns, from any and all losses arising from any third party claim, action, or proceeding alleging that Say Mondo Materials (excluding your Materials) (i) violate or infringe the intellectual property rights of such third party or (ii) violate any applicable law, rule, or regulation.

9.2. By You

You agree to indemnify, defend, and hold harmless Say Mondo and its officers, directors, employees, agents, successors and assigns, from any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorneys’ fees and court costs) arising from: (i) your use of the Services and access to the Website; (ii) your violation of any term of these Terms and Conditions; (iii) the violation by you, or anyone using your Materials, of any third party right, including without limitation any copyright, property, or privacy right; (iv) fraud or misrepresentation by you; (iv) any claim that your use of an Episode recording caused, directly, or indirectly, damage to a third party or (v) any claim that your use of the Service caused damage to a third party. This defense and indemnification obligation shall survive these Terms and Conditions and your use of the Services and Website.

9.3. Procedures

A party seeking indemnification hereunder (the “Indemnitee”) shall promptly notify the other party (the “Indemnitor”) upon knowledge of the likelihood of any action or proceeding, and on receipt of notice of the commencement or threatened commencement of any action or proceeding, that may be subject to indemnification hereunder. The Indemnitor shall have sole control over the defense and settlement of such claim, provided that the Indemnitee (a) shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (b) shall reasonably cooperate with Indemnitor in the defense or settlement of such claim.




10. Limitations on Liability

Say Mondo’s liability to you for any recoverable losses or damages arising under, or in connection with, these Terms and Conditions and your use of this Service or of the Website shall be limited, to extent applicable, to the actual, direct damages incurred by you, in an amount not to exceed the total revenue received by Say Mondo resulting from your use of the Service provided hereunder during the most recently preceding 12-month period. Say Mondo shall not be liable for: (i) damages caused by your failure to perform your responsibilities imposed by law or this agreement; (ii) claims or demands of third parties; (iii) any lost or corrupted data; or (iv) any lost profits, loss of business, loss of use, lost savings, or other consequential, special, incidental, indirect, exemplary, or punitive damages, even if Say Mondo has been advised of the possibility of such damages.

To the maximum extent permitted by law, Say Mondo disclaims liability for any loss or damages, whether direct, indirect, special, incidental, or consequential (even if Say Mondo has been advised of the possibility of such damages) arising out of (i) your use of the Say Mondo Website and Services or your inability to do so, (ii) your reliance on any content provided on the Service or through the Services provided thereunder, (iii) goods and services in any way associated with this Service, (iv) unexpected or adverse tax consequences as a result of using the Services, and/or (v) damages caused by malicious hackers or crackers.

The limitations of liability set forth in this Section will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these Terms and Conditions. YOU AGREE THAT ANY CAUSE OF ACTION AGAINST SAY MONDO ARISING OUT OF OR RELATED TO THE SAY MONDO WEBSITE OR THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

11. Dispute Resolution

Except for an action exclusively seeking injunctive relief, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Maryland, and be conducted in the English language. The arbitrator shall award any and all reasonable expenses including arbitration filing fees, attorney fees, expert fees, the arbitrator’s fees, and any and all fees related to the arbitration, to the prevailing party. For matters of less than $1,000,000.00 USD in value, there shall be one neutral arbitrator either agreed upon by both parties or selected by the AAA. For all disputes in excess of $1,000,000.00 USD, there shall be three arbitrators, with each party selecting one neutral arbitrator, and the third arbitrator to be neutral and selected by the AAA. Notwithstanding the foregoing, the Parties may by agreement in writing, enter into non-binding mediation to resolve any controversy or claim relating to this Agreement within fourteen (14) calendar days of notice being served upon the alleged breaching party by the non-breaching party.

The award of the arbitrator with respect to such disagreement, claim or controversy shall be in writing with sufficient explanation to allow for such meaningful judicial review as permitted by law, and that such decision shall be enforceable in any court of competent jurisdiction and shall be binding on the parties hereto.

12. Jurisdiction and Consent

This Agreement shall be governed by the laws of the State of Maryland, excluding the United Nations Convention on Contracts for the International Sale of Goods (“CISG”), without reference to the conflict of law provisions thereof. Any action brought seeking injunctive relief in regards to this Agreement shall be brought in the courts of the State of Maryland, United States of America, in the applicable state or federal court closest to Say Mondo's corporate address of record.

To the extent allowable by law, you agree that: (i) the Website and Services shall be deemed solely based in the State of Maryland; and (ii) the Website and Services shall not give rise to personal jurisdiction over Say Mondo, either specific or general, in jurisdictions other than Maryland.

Each of the parties irrevocably agrees and submits to the exclusive jurisdiction of the applicable court(s) listed in this Section for any action or proceeding arising out of or related to this Agreement.

13. Force Majeure

Neither party shall be liable for any default or delay in the performance of its obligations herein if and to the extent such default or delay is caused by causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation: fire, flood, earthquake, elements of nature or acts of god; riots, civil disorders, rebellions or revolutions in any country; or any other similar cause. In such event the non-performing party shall be excused from further performance or observance of the obligation(s) so affected:

• provided that, as a condition to the claim of nonliability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon; and
• for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance without delay.

14. Termination and Survivability

14.1. Termination

Either party may terminate this agreement in writing with 5 days notice.

14.2. Survivability

Any applicable rights or obligations in Sections 1, 2, and 5 through 22 shall survive any termination or expiration of these Terms and Conditions.

14.3. Effect of Termination or Expiration

If you terminate this Agreement, Say Mondo will cease working on any outstanding orders. Refunds shall be given according to our Refund Policy above.




15. Nature and Scope of the Terms and Conditions

Nothing in these Terms and Conditions shall be construed as creating or constituting a partnership, joint venture, or employer/employee relationship between the parties.

16. Discount Packages

Say Mondo may provide bulk services packages at a discount ("discount package"). Prices and availablity of discount packages are subject to change without notice. Packages which are not used for 12 consecutive months are subject to a monthly service charge of $2. The service charge will automatically stop if you begin using your package at any time. You are responsible for ensuring that only authorized individuals use the code associated with your discount package.

17. Severability

Any provision of these Terms and Conditions that is held to be invalid or unenforceable shall be deleted and replaced by a valid and enforceable provision which achieves, as far as possible, the same objectives as the severed provision intended to achieve. The remaining provisions of these Terms and Conditions shall continue in full force and effect.

18. Say Mondo Inc. Contact Information

If you have any questions about these Terms and Conditions, our payment, or refund policies please contact us.

19. No Third Party Beneficiaries

This Agreement is between you and Us. There are no third party beneficiaries.

20. Amendments and Waiver of Rights

This Agreement may be amended and rights under this Agreement waived only by a written agreement executed you and Say Mondo. No failure of Say Mondo to exercise or enforce any of its rights hereunder will constitute a waiver of that or any other provision. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein.

21. Assignment

These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred, sublicensed or assigned by you, but may be assigned by Say Mondo without restriction. Any purported assignment in violation of the preceding sentence is void and of no effect. These Terms and Conditions are binding upon the parties' respective successors.

22. Headings

The headings and titles used in this Agreement are for reference and convenience only and shall not enter into the interpretation hereof.

23. Entire Agreement

These Terms and Conditions, together with the current version of the Privacy and Security Policy and any other notices published by Say Mondo on the Website or email to you, shall constitute the entire agreement between you and Say Mondo concerning the Website and Services. This Agreement shall supersede all prior agreements and understandings between you and Say Mondo with respect to its subject matter.