Terms of Service Agreement

December 31, 2008

Babelpop.com (collectively “Babelpop” “Company,” “we,” or “us”) is an online community for fans of Asian pop culture.  The services offered by Company include the Babelpop.com website (the "Site") and any other features, content, or applications offered from time to time by Company in connection with the Site (collectively, the "Services").

By accessing or using in any manner the Site, you agree to these Terms of Service, the privacy policy posted at http://babelpop.com/privacy (the "Privacy Policy"), and any other guidelines, rules, and additional terms referenced herein (collectively the "Terms of Service"), whether you are a "Visitor" (which means that you simply browse the Site or otherwise use the Services without being registered) or you are a "Member" (which means that you have registered with us).  The term "User" refers to a Visitor or a Member. Please read the Terms of Service carefully. Your access to or use of the Site constitutes your acceptance of the Terms of Service. If you are unwilling to be bound by the Terms of Service, then please do not access or use the Site.

We may modify this Agreement at any time without prior notice and such modification shall be effective upon posting by us on the Site.  Your continued use of the Services after we post a revised Agreement signifies your acceptance of the revised Agreement.  It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on the Site or through the Services and that you provide to other Users. Your Babelpop profile may not include the following personal information: last name, address, telephone number, place of employment or school or any form of Prohibited Content, as outlined in Section 6 below.  Despite this prohibition, information, materials, products or services provided by other Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Company assumes no responsibility or liability for this material.  If you become aware of misuse of the Services by any person, please notify us by clicking on the "Contact Us” link at the bottom of the Site pages.

We reserve the right, in our sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Services at any time, for any or no reason, with or without prior notice or explanation, and without liability.  We expressly reserve the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Services if we determine, in our sole discretion, that you have violated this Agreement or pose a threat to Company, Site, Services and/or its Users.

The Site and the Services are offered by us from our facilities in the United States of America. We make no representations that the Site or the Services are appropriate or available for use in other locations. Users who access or use the Site or Services from other jurisdictions do so at their own volition and are responsible for compliance with local laws.

1. Eligibility.

You must be 18 or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register as a Member or use the Site and/or the Services. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can use the Site and/or the Services only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Service. If you do not qualify, do not use the Site and/or the Service. Membership in the Service is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service and to abide by all of the terms and conditions set forth herein. We do not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register. If you are under 13, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 13 may provide any personal information to or on the Services.

In accordance with Federal Children's Online Privacy Protection Act of 1998 (COPPA), we will never knowingly solicit nor will we accept personally identifiable information from users known to be under thirteen (13) years of age. Please see our Privacy Policy for additional information or how to notify us of any concerns in this regard.

2. Term.

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services or your membership at any time by following the instructions on the Site. We may terminate your access to the Services (and/or any feature thereof) or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. We may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Site, and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

3. Registration and Security.

As a condition to using the Services, you may be required to register with us and select a password and user name ("User ID"). You shall provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) enter, select or use as a User ID a name or email address owned or controlled by another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization. We reserve the right to refuse registration of, or cancel a User ID in our discretion. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your User ID and password. Any User ID and password provided to you for your access to the Service shall be for your personal use only. You agree not to use the account, User ID, or password of another Member at any time or to disclose your password to any third party.  You agree to (a) immediately notify us of any unauthorized use of your User ID or password, and (b) ensure that you exit from your account at the end of each session.

4. Use by Members.

The Services are for the personal use of Users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Illegal and/or unauthorized use of the Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Services. We do not control the Content posted by third parties via the Service, including the content of any messages, comments or postings, and do not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You are responsible for complying with all laws applicable to the Content you submit via the Service. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. We reserve the right to edit and delete links or content that we deem offensive and non-compliant with our Terms of Service. We also reserve the right to append or edit links submitted by users with our affiliate marketing tags. Links submitted by users with their own affiliate codes will be modified accordingly.

5. Restrictions on Rights to Use

You shall not (and you agree not to allow any third party to):

  • modify, adapt, translate, or reverse engineer any portion of the Site and/or the Services;
  • remove any copyright, trademark or other proprietary rights notices contained in or on the Site and/or the Services;
  • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site and/or the Services;
  • collect any information about other users or members (including usernames and/or email addresses) for any purpose other than to solicit and share with other Users or Members;
  • reformat or frame any portion of the web pages that are part of the Site and/or the Services;
  • create user accounts by automated means or under false or fraudulent pretenses;
  • create or transmit unwanted electronic communications such as "spam" to other users or members of the Site and/or the Service or otherwise interfere with other user's or member's enjoyment of the Site and/or the Services;
  • submit any third party materials or Content without such third party's prior written consent;
  • submit any Content or material that falsely express or imply that such Content or material is sponsored or endorsed by us;
  • submit any Content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other proprietary rights of any party;
  • transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
  • use of the Site and/or the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene;
  • copy or store any Content offered on the Site for other than your own use;
  • submit Content or materials that are unlawful or promote or encourage illegal activity;
  • submit false or misleading information to us;
  • take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
  • use the Site and/or the Services, intentionally or unintentionally, to violate any applicable local, state, national or international law; or
  • collect or store personal data about other users in connection with the prohibited activities described in this paragraph.
6. Content Posted
  • You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.
  • You understand and agree that we may review and delete any Content (including but not limited to links, images, profiles, comments, postings, messages) that in the sole judgment of us violates these Terms of Service or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other Users or Members of the Site and/or the Services.
  • You are solely responsible for the any Content that you publish or display on the Site or transmit to other Users or Members.
  • You are solely responsible for your ratings and comments on the Site. We reserve the right, but have no obligation, to monitor disputes between you and any site which you have posted.
  • You agree that you will only post Content that you believe to be true and you will not purposely provide false or misleading information.
  • By posting Content on the Site, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, us, our contractors, and the Users of the Site an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content.
  • The following is a partial list of the kind of Content and communications that are illegal or prohibited on/through the Site. We reserve the right to investigate and take appropriate legal action in our sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Services and terminating the membership of such violators or blocking your use of the Site and/or the Services. You may not post Content that:
    • is false or intentionally misleading;
    • is patently offensive to users of the Site, such as Content or messages that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
    • harasses or advocates harassment of another person;
    • involves the transmission of unsolicited mass mailing or "spamming";
    • promotes illegal activities or conduct that is abusive;
    • is threatening, obscene, defamatory or libelous;
    • is pornographic or sexually explicit in nature; and
    • seeks or recommends providers of material that exploits people under the age of 18 in a sexual or violent manner, or seeks or recommends providers that solicit personal information from anyone under 18.
7. Proprietary Rights in Content on Site.

We do not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, data, information or any other materials (collectively, "Content") that you post on or through the Services.  After posting your Content to the Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein.  By displaying or publishing ("posting") any Content on or through the Services, you hereby grant to us a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the Services, including without limitation distributing part or all of the Site in any media formats and through any media channels. 

The license you grant to us is irrevocable, perpetual, transferable, non-exclusive, fully-paid and royalty-free, sublicensable and worldwide.

You represent and warrant that: (i) you own the Content posted by you on or through the Services or otherwise have the right to grant the license set forth in this Section 7 , and (ii) the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.  You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on or through the Services.

The Services contain Content of Babelpop ("Babelpop Content"). Babelpop Content is protected by copyright, trademark, patent, trade secret and other laws, and we own and retain all rights in the Babelpop Content and the Services.  We hereby grant you a limited, revocable, nonsublicensable license to reproduce and display the Babelpop Content (excluding any software code) solely for your personal use in connection with viewing the Site and using the Services.

The Services contain Content of Users and other Company licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Services.

We perform technical functions necessary to offer the Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Services.

8. Ratings and Comments

You can rate and make comments about Content made available through the Site or Services ("Comments"). We advise you to exercise caution and good judgment when leaving such Comments. Once you complete and submit your Comments to the Site or Services you will not be able to go back and edit your Comments. You should also be aware that you could be held legally responsible for damages to someone's reputation if your Comments are deemed to be defamatory. We may, but are under no obligation to, monitor or censor Comments and disclaims any and all liability relating thereto. Notwithstanding the foregoing, We do reserve the right, in our sole discretion, to remove any Comments that we deem to be improper, inappropriate or inconsistent with the online activities that are permitted under these Terms of Use.

9. Protecting Copyrights and Other Intellectual Property.

We respect the intellectual property of others, and require that our users do the same.  You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. We have the right to terminate the Membership of infringers. Please review the Copyright Policy at babelpop.com/copyright for further details.

10. Member Disputes.

You are solely responsible for your interactions with other Members.  We reserve the right, but have no obligation, to become involved in any way with disputes between you and other Members.

11. Privacy.

Use of the Services is also governed by our Privacy Policy which is incorporated into this Agreement by this reference.

12. Warranty Disclaimers

THE SITE IS PROVIDED BY COMPANY ON AN "AS IS" BASIS. COMPANY AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO THE OPERATION OF THE SITE, THE SERVICE OR SOFTWARE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE OR IN ASSOCIATION WITH THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY AND ITS LICENSORS AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY AND ITS LICENSORS AND AFFILIATES FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SITE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, OF ANY USER OF THE SITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND 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. Company does not warrant or covenant that the Service will be available at any time or from any particular location, will be secure or error-free, that defects will be corrected, or that the Service is free of viruses or other potentially harmful components. Any material or Content downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM COMPANY, THE SITE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

13. Limitation on Liability.

IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.

14. Disputes.

The Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law provisions.  You and we agree to submit to the exclusive jurisdiction of the courts located within the State of Delaware to resolve any dispute arising out of the Agreement or the Services.  EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

15. Indemnity.

You agree to indemnify and hold us, our subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the Services causes us to be liable to another.

16. Other.

This Agreement is accepted upon your use of the Site or any of the Services and is further affirmed by you becoming a User or Member.  This Agreement constitutes the entire agreement between you and us regarding the use of the Services.  The failure of us to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  The section titles in this Agreement are for convenience only and have no legal or contractual effect. Babelpop is a trademark Babelpop.com. This Agreement operates to the fullest extent permissible by law.  If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: contact@babelpop.com with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.