Last Revised on Feb 14th, 2023

1. General

LanguageHouse.TV websites (“Websites”) and mobile applications (“Apps”) and related services (together with the Websites, the “Service”) are operated by BlueSky Learning Limited. (“BlueSky,” “us,” or “we”), part of Second Wind Media Capital Inc.

Access and use of the Service is subject to the following Terms and Conditions of Service (“Terms and Conditions”). By accessing or using any part of the Service, you represent that you have read, understood, and agree to be bound by these Terms and Conditions including any future modifications. BlueSky may amend, update or change these Terms and Conditions. If we do this, we will post a notice that we have made changes to these Terms and Conditions on the Websites for at least 7 days after the changes are posted and will indicate at the bottom of the Terms and Conditions the date these terms were last revised. Any revisions to these Terms and Conditions will become effective the earlier of (i) the end of such 7-day period or (ii) the first time you access or use the Service after such changes. If you do not agree to abide by these Terms and Conditions, you are not authorized to use, access or participate in the Service.

PLEASE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS.

2. Description of Website and Service

The Service allows users to access and use a variety of educational services, including learning or practicing a language. BlueSky may, in its sole discretion and at any time, update, change, suspend, make improvements to or discontinue any aspect of the Service, temporarily or permanently.

3. Acceptable Use of the Services

You are responsible for your use of the Services, and for any use of the Services made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful or offensive to other users or to us.

4. Additional Terms

Some of our Services have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using that Service, you agree to the Additional Terms.

5. Registration

In connection with registering for and using the Service, you agree (i) to provide accurate, current and complete information about you and/or your organization as requested by BlueSky; (ii) to maintain the confidentiality of your password and other information related to the security of your account; (iii) to maintain and promptly update any registration information you provide to BlueSky, to keep such information accurate, current and complete; and (iv) to be fully responsible for all use of your account and for any actions that take place through your account.

6. Your Representations and Warranties

You represent and warrant to BlueSky that your access and use of the Service will be in accordance with these Terms and Conditions and with all applicable laws, rules and regulations of the Republic of Ireland and any other relevant jurisdiction, including those regarding online conduct or acceptable content, and those regarding the transmission of data or information exported from Ireland and/or the jurisdiction in which you reside.

7. Inappropriate Use

You will not upload, display or otherwise provide on or through the Service (including social networks) any content that: (i) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or infringes upon the right of any third party (including copyright, trademark, privacy, publicity or other personal or proprietary rights); or (ii) in BlueSky’s sole judgment, is objectionable or which restricts or inhibits any other person from using the Service or which may expose BlueSky or its users to any harm or liability of any kind.

8. Indemnification of BlueSky

You agree to defend, indemnify and hold harmless BlueSky and its directors, officers, employees, contractors, agents, suppliers, licensors, successors and assigns, from and against any and all losses, claims, causes of action, obligations, liabilities and damages whatsoever, including attorneys' fees, arising out of or relating to your access or use of the Service, any false representation made to us (as part of these Terms and Conditions or otherwise), your breach of any of these Terms and Conditions, or any claim that any translation we provide to you is inaccurate, inappropriate or defective in any way whatsoever.

9. Payment Processors

All financial transactions made in connection with the Service will be processed by a third party in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. We encourage you to learn about the practices of such third party. In no event will BlueSky be responsible for the actions or inactions of any third party payment processor, including, but not limited to, system downtime or payment service outages.

10. Refund Policy

In the event that BlueSky suspends or terminates your use of the Service or these Terms and Conditions or you close your account voluntarily, you understand and agree that you will receive no refund or exchange of any kind, including for any unused virtual currency or other Virtual Item, any Content or data associated with your use of the Service, or for anything else.

11. Third-Party Links, Sites, and Services

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by BlueSky. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from BlueSky, you understand that these Terms and Conditions and our Privacy Policy do not apply to your use of such sites. You expressly acknowledge and agree that BlueSky shall not be responsible or liable, directly or indirectly, for any damage or loss arising from your use of any third-party website, service, or content.

The Service may include advertisements, which may be targeted to the Content or information on the Service, or other information. The types and extent of advertising by BlueSky on the Service are subject to change. In consideration for BlueSky granting you access to and use of the Service, you agree that BlueSky and its third party providers and partners may place such advertising in connection with the display of content or information submitted by you or others.

12. NO REPRESENTATIONS OR WARRANTIES BY BLUESKY

THE SERVICE, INCLUDING ALL IMAGES, AUDIO FILES AND OTHER CONTENT THEREIN, AND ANY OTHER INFORMATION, PROPERTY AND RIGHTS GRANTED OR PROVIDED TO YOU BY BLUESKY ARE PROVIDED TO YOU ON AN “AS IS” BASIS. BLUESKY AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, EITHER EXPRESS OR IMPLIED, AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BLUESKY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND RELATING TO ACCURACY, SERVICE AVAILABILITY, COMPLETENESS, INFORMATIONAL CONTENT, ERROR-FREE OPERATION, RESULTS TO BE OBTAINED FROM USE, OR NON-INFRINGEMENT. ACCESS AND USE OF THE SERVICE MAY BE UNAVAILABLE DURING PERIODS OF PEAK DEMAND, SYSTEM UPGRADES, MALFUNCTIONS OR SCHEDULED OR UNSCHEDULED MAINTENANCE OR FOR OTHER REASONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

13. LIMITATION ON TYPES OF DAMAGES/LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BLUESKY BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY) FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SERVICE OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO THE LOSS OF USE OF THE SERVICE, INACCURATE RESULTS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DAMAGES STEMMING FROM LOSS OR CORRUPTION OF DATA OR DATA BEING RENDERED INACCURATE, THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE SERVICES OR CLAIMS BY THIRD PARTIES FOR ANY DAMAGE TO COMPUTERS, SOFTWARE, MODEMS, TELEPHONES OR OTHER PROPERTY, EVEN IF BLUESKY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLUESKY’S LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO BLUESKY FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

You understand and agree that we have set our prices and entered into these Terms and Conditions with you in reliance upon the limitations of liability set forth in these Terms and Conditions, which allocate risk between us and form the basis of a bargain between the parties.

14. Termination

BlueSky may terminate your access and use of the Service immediately at any time, for any reason, and at such time you will have no further right to use the Service. You may terminate your BlueSky account at any time by following the instructions available through the Service. The provisions of these Terms and Conditions relating to the protection and enforcement of BlueSky’s proprietary rights, your representations and warranties, disclaimer of representations and warranties, release and indemnities, limitations of liability and types of damages, ownership of data and information, governing law and venue, and miscellaneous provisions shall survive any such termination.

15. Proprietary Rights in Service Content and Activity Materials

All content available through the Service, including designs, text, graphics, images, videos, audios, information, software, and other files, and their selection and arrangement (the "Service Content"), are the proprietary property of BlueSky or its licensors. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms and Conditions. You may not use any data mining, robots, scraping or similar data gathering or extraction methods to obtain Service Content. As between you and BlueSky, all data, information and materials generated from your access and use of the educational activities made available on or through the Service, including translated content generated by you (collectively, the “Activity Materials”), shall be exclusively owned by BlueSky, and you shall not have any right to use such Activity Materials except as expressly authorized by these Terms and Conditions. Activity Materials will not include Translation Materials. By using the Service, you hereby assign to BlueSky any and all rights, title and interest, including any intellectual property rights or proprietary rights, in the Activity Materials. All rights of BlueSky or its licensors that are not expressly granted in these Terms and Conditions are reserved to BlueSky and its licensors.

16. Trademarks

“BlueSky”, “LanguageHouse”, and all other trademarks, service marks, graphics and logos used in connection with the Service are trademarks or service marks of BlueSky or their respective owners. Access and use of the Service does not grant or provide you with the right or license to reproduce or otherwise use the BlueSky name or any BlueSky or third-party trademarks, service marks, graphics or logos.

17. Privacy

Use of the Service is also governed by our Privacy Policy, a copy of which is located at LINK A PRIVACY. By using the Service, you consent to the terms of the Privacy Policy.

18. Promotion Code Terms

LanguageHouse Promotion Codes (each a “Promotional Code”) are made available by BlueSky (either directly or through a partner) subject to the Terms and Conditions of Service (“Terms and Conditions”). Each Promotional Code is made available in connection with a form of an auto-renewing periodic subscription (as defined in the Terms and Conditions).

The Promotional Code.

Each Promotional Code provides access to LanguageHouse: A. at the price advertised; and B. beginning the moment that you confirm your acceptance of the Promotional Code by submitting valid payment details that are accepted by BlueSky (the “Promotional Period”); and C. in some circumstances, subject to an overall limit of allowed redemptions of that Promotional Code. By submitting your payment details, you (i) confirm your acceptance of the Promotional Code advertised; (ii) accept and agree to these Promotional Code Terms; and (iii) acknowledge and agree to the Terms and Conditions.

Eligibility.

In order to be eligible for a Promotional Code, users must satisfy all of the following conditions (each an “Eligible User”): A. Unless you are subscribing to a Promotional Code that is advertised as available to current subscribers, you must not be a current subscriber. B. Provide BlueSky with a valid and current payment method that is approved by BlueSky. C. Additional eligibility requirements (if any) as advertised from time-to-time in connection with a Promotional Code. Eligible Users may accept a Promotional Code once - previous users may not redeem the offer again.

Availability.

A Promotional Code must be accepted before the applicable expiration date advertised, if any. Except where prohibited by law, BlueSky reserves the right to modify, suspend or terminate a Promotional Code at any time and for any reason, in which case we will not honor subsequent Promotional Code enrollments.

Duration and cancellation.

Unless you cancel your subscription before the end of the Promotional Period, you will automatically become a recurring subscriber and your LanguageHouse subscription will continue to automatically renew for additional periods equal to the expiring subscription term, unless you cancel before the end of the relevant subscription term pursuant to BlueSky’s terms and conditions. The payment method you provided will automatically be charged for the then-current subscription price. If you cancel during the Promotional Period, you will lose access to Super BlueSky and you understand and agree that you will receive no refund or exchange of any kind, including for any unused virtual currency or other Virtual Item, any Content or data associated with your use of the Service, or for anything else.

Data sharing.

By using the Promotional Code, you understand and agree that your anonymized aggregated data may be shared by BlueSky with the partner or provider who made the Promotional Code available to you.

19. Notice for Claims of Copyright Violations and Agent for Notice

If you are a copyright owner and have a good faith belief that any material available through the Service infringes upon your copyrights, you may submit a copyright infringement notification to BlueSky pursuant to the Digital Millennium Copyright Act by providing us with the following information in writing:

• an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Please consult your legal counsel for further details. BlueSky’s Agent for Notice of claims of copyright infringement can be reached by email: info@languagehouse.tv.

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:

• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the courts of Dublin, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

20. Governing Law and Arbitration; No Class Action

These Terms and Conditions, its subject matter and BlueSky’s and your respective rights under these Terms and Conditions, as well as and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms and Conditions, shall be governed by and construed under the laws of the Republic of Ireland, excluding the conflict of law provisions of that or any other jurisdiction, regardless of your country of origin or where you access the Service. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS AND CONDITIONS OR THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except for BlueSky’s right to seek injunctive relief as set forth below. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding.

If you do not want to arbitrate disputes with BlueSky and you are an individual, you may opt out of this arbitration agreement by sending an email to info@languagehouse.tv within 30 days of the day you first access or use the Service.

If you intend to seek arbitration you must first send written notice to BlueSky’s Administration Office of your intent to arbitrate (“Notice”). The Notice to BlueSky should be sent by electronic mail to info@languagehouse.tv. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you.

The arbitration will be conducted before a neutral single arbitrator in the County of Dublin, whose decision will be final and binding. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of these Terms and Conditions. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, YOU AND BLUESKY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, YOU AND BLUESKY EACH WAIVE ANY RIGHT TO A JURY TRIAL. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and BlueSky agree that all claims arising out of or related to these Terms and Conditions must be resolved exclusively by a court in Dublin, and you and BlueSky each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such claims. Notwithstanding the above, you agree that BlueSky shall still be allowed to apply for and obtain injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

21. Language

This agreement was originally written in English. To the extent any translated version of this agreement conflicts with the English version, the English version controls.

22. Miscellaneous

These Terms and Conditions constitute the entire agreement between BlueSky and you concerning the subject matter hereof. In the event that any of the Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect. A waiver by BlueSky or you of any provision of these Terms and Conditions or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. BlueSky may assign its rights or obligations under these Terms and Conditions without condition. These Terms and Conditions will be binding upon and will inure to the benefit of BlueSky and you, and BlueSky's and your respective successors and permitted assigns.