1. Contractual Relationship
1.2. By accessing, using the Services or clicking on the “Accept” button, you confirm your agreement to be bound by these Terms. You agree to stand in the shoes of the child or student for the purposes of making us whole in case of damages or indemnification that could properly lie against a child, if not for his or her age. If you do not agree to these Terms, you may not access or use the Services. Vendor may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
1.3. Vendor may amend the Terms throughout from time to time. Amendments will be effective upon Vendor’s posting of such updated Terms on its Applications, Website, or in the amended policies on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the amended Terms. If Vendor changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by cease to use or access to the Service(s) and apply for a refund. Such application must be provided by email from the email address associated with your account to Vendor’s Customer Service email at firstname.lastname@example.org. In order to be effective, the notice must include your full name and clearly indicate your intent to be refunded.
2.1. The services as offered by Vendor comprise computer (including PC and Macintosh) software and/or mobile applications (including iOS, Android and WhatsApp, each “Application”) and related services (together, “Services”), which enable you to purchase, arrange and schedule online courses, and/or delivery such courses as a single Session or as different memberships which contain a certain number of Sessions and a certain number of free Sessions (if any), including the live online teaching/training services of such Sessions as performed by the independent contractors under agreement with Vendor or certain of Vendor’s affiliates (“Tutor(s)”).
2.2. You may use the Applications to connect the students with Tutors in the course (“Course”), and each Session of such Course generally takes twenty-five (25) minutes long, unless otherwise provided by Vendor’s Policies.
2.4 The Vendor does not endorse any user, Tutor, and the Vendor makes no guarantee (explicit or implied) that any interactions you may have with other users through any Language Practice Sessions will meet your expectations.
2.5. If the Student cannot attend a Session on the scheduled time as confirmed and listed in the Student account, you may cancel or reschedule such Session at least 24 hours in advance. If you fail to cancel or reschedule such Session at least 24 hours in advance, the Student will be deemed as “no-show” for this Session. Each no-show will result in deduction of one Session from the Sessions number of remaining Course(s) membership in your Account.
2.6. If a Student fails to attend a Session on the scheduled starting time but attends the Session during the scheduled time period, this Session shall be concluded upon the scheduled ending time, and neither the Student nor you can request that the ending time of the Session be postponed or prolonged. This Session will be deemed as completed and will be deducted from the Sessions number of remaining Course(s) membership in your Account.
2.6. If a Student is unable to complete the Session as a result of User’s system outages occurred after a scheduled Session has started, the Session will be deemed as completed and will be deducted from the Sessions number of remaining Course(s) membership in your Account.
2.7. You understand and agree that the Tutor may, at their sole discretion, terminate their independent contractor relationship with Vendor at any time. Vendor shall not in any way guarantee the Tutor’s availability to you and/Users and shall not be held liable for any issues relating to Instructor availability.
2.8. If the Student cannot complete a scheduled Session due to the Vendor’s or the Tutor’s reasons, which include but are not limited to, (i) the Instructor is late for over 5 minutes, (ii) the Tutor cancels the Session or stops teaching prior to the scheduled ending time for any reason; or (iii) the Vendors website or Services experiences system outrages, you may reschedule such Session, and such Session will not be deducted from the number of remaining Sessions in your account. Other than the right to reschedule the same Session as provided herein, you acknowledge and agree that Vendor and/or the Tutor shall not be liable for: (a) the unavailability of the Session during the scheduled time period; (b) any loss of materials, data or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Session, any internet service providers, any third-party platforms, or any internet facilities and networks.
2.9. Each type of Course, as well as the same type of course during different promotion campaigns, have the same valid terms of access and usage in your account, within a period of thirty (30) days (“Valid Term”). The Valid Term shall not be suspended and/or extended unless otherwise provided by Vendor’s Policies. The Valid Term of a new Course purchased during the Valid Term of the same Course in your Account, will be calculated separately from the Valid Term of the existing Course in your Account.
3. Access & Use Of Service
3.1. Privacy Policies
3.2. Network & Equipment
You are responsible for obtaining the data network access necessary to use the Services. Your network’s data rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible equipment necessary to access and use the Services and Applications and any updates thereto. Vendor does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications, which Vendor shall not in any way be responsible for.
3.3. User Accounts.
You must be at least 18 years of age to register, obtain and maintain an active personal user Services account (“Account”), before further access to and/or use of Services. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian. Account registration requires you to submit to Vendor certain personal information, such as account username, email and others. Please note that your failure to maintain accurate, complete and up-to-date Account information may result in your inability to access or use the Services. In any and all events, you shall be responsible for and shall indemnify Vendor from any losses or damages resulting from the inaccurate, misleading or ambiguous information provided by you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Vendor in writing, you may only possess one Account.
3.4. Purchase of Courses
Before purchasing Courses from Vendor, you shall (i) have read, understood and accepted these Terms and Policies; (ii) agreed to read and accept any updates, amendments, or supplements to these Terms and Policies, which may be posted from time to time on Website and/or Applications; and (iii) have successfully registered an Account.
You understand that use of the Services may result in charges to you for the services or goods you receive (“Fees”). Vendor will receive and/or enable your payment of the applicable Fees for Services provided via a third-party payment service provider (e.g., BigCommerce, Subscrimia). Fees will be inclusive of applicable taxes where required by applicable law. If you elect to access or use the Services that involve payment of Fees, you shall agree to make the full payment of such Fees and all taxes associated with such access or use, before receiving and using the Service(s). You hereby represent and warrant that you are fully authorized to provide payment method(s) to a third-party payment service provider to charge such Fees and hereby authorize a third-party payment service provider to charge such Fees on a regular basis as they are due on behalf of Vendor.
You could purchase several different Sessions or Memberships of Courses for one or more students under your parental and/or legal guardian (“Students”). All Students under your account share all available Sessions for Course(s) in your Account. You shall not transfer the Account to any other person or use another person’s Account at any time.
As a parent or a legal guardian of a student (collectively with Student, “Users”), you are fully responsible for (i) all the conduct of such Student; (ii) controlling such Student’s access to and use of the Services; and (iii) the consequences of such Student’s any misconduct.
For a particular Course, Vendor will assess a Student’s academic level based on information of the Student’s academic background as collected upon Account registration, and assist Users to determine the appropriate level for the Student. The Student will start the Course from the level as determined by Vendor and the Users accordingly.
Users may use the Applications to arrange, schedule a Session available in the Account, subject to the availability of the Tutors. Once such scheduled Session is confirmed, the Student shall attend the Session accordingly.
4. Payment Refund
4.1. Once courses as a single Session or as different Memberships which contain a certain number of Sessions have been purchased, you have up to 72 hours from date of purchase to request for full refund.
Such requests must be done by filing a written request for refund to Vendor’s Customer Service at email@example.com.
4.2. No refund will be issued after 72 hours from date of purchase.
4.3. If for any reason you find your refund request due to an emergency (e.g. accident, death related, etc.) you agree that the Vendor may ask for documents of proof to issue the refund. You also understand that it will be under the Vendor’s discretion to issue or not any refund. The refund of the payment for the remaining Sessions, will be subject to the formula as shown below.
Amount of refund equals the amount paid for the Course minus the number of completed Sessions as schedule (including Sessions in which “no-shows” of Students) multiplied by the price per Session at the time of purchase
You shall pay for any bank transaction fees and/or taxes incurred in connection with the refund, which will be deducted from the payment to you in advance. The refund payment will be arranged within two (2) weeks from the approval date of the refund request. The refund will be made to the same account and in the same manner from which the payment was made. Vendor will notify you upon the refund application being submitted to the relevant bank/third-party online payment service provider. The time period of successful receipt of the refund transfer may vary depending on the different manner of transfer, which Vendor could not guarantee.
Any free Sessions given to Users (if any) at the time of purchase of Course(s) can only be used after the Student completes all the paid Sessions. All the free Sessions will be canceled automatically upon your request of refund of relevant Course. All the free Sessions should not be monetized at all time.
Please note that if Vendor believe or have the reason to believe, in its sole discretion that you are abusing the refund policy in these Terms, Vendor is entitled to unilaterally suspend or terminate your Account and refuse or restrict any and all current or future use of the Services, without any liability to Vendor.
5. Memberships & Single Sessions
5.1. Lingo Plaza is a subscription service that is billed on a monthly basis. You will be billed in monthly cycles as long as you continue to be a member.
You are responsible for canceling your monthly subscription in order to stop the billing process. In order to avoid additional monthly charges, you must cancel your subscription 1 day before the start of the next month of classes. If you do not cancel 1 day before the start of the next month of classes, you will be charged the regular rate.
5.2. Online courses can be purchase as Single Sessions or as different Memberships which contain a certain number of Sessions and a certain number of free Sessions (if any). Certain Sessions whether Single or within a Membership must be used within a period of 30 days or a monthly cycle from date of purchase. Such Sessions will expire after 30 days or monthly cycle from date of purchase. Unused Session cannot be rolled over onto the next monthly cycle. Membership Terms & Conditions are subject to change.
6. User Conduct
6.1. You and Users in your Account will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services.
6.2. You and Users in your Account will not conduct, perform, post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information.
6.3. You and Users in your Account will not copy, modify, reverse engineer, reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from, deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit Vendor’s Applications, Website, any and all content, Vendor’s Materials, the Services or Courses except as permitted by these Terms.
6.4. You and Users in your Account will not engage in any and all activities that Vendor knows or should have reasonably known having adversely affect toward the normal operation of the Services, Applications, Website and/or Vendor’s reputation.
6.5. You and Users in your Account will not solicit, collect, probe, or ask for any private information of other Students, Users and/or Tutors, including but not limited to personal information, contact information, personal network or financial status while using the Services.
6.6. You understand that any form of contact between you and Users in your account and another Student(s), User(s) and/or Tutor(s) outside of the Services provided by the Vendor is under your sole discretion and any User(s) in your account. The Vendor is not liable for any misconduct, misunderstanding, altercation or any form of contact between you and/or the Users in your account and other Student(s), User(s) and/or Tutor(s) outside of the Services.
7. Vendor Represents, warrants and covenants
7.1. The Vendor reserves the right to terminate, suspend, modify, or delete, at its sole discretion, any Courses or any Service; and your access or the access of any User(s) in your account to its Services.
7.2. If you or any User(s) in your account breaches or violates this Agreement or any of the Policies, as posted on the Vendor’s website from time to time, the Vendor may take action immediately without prior notice to you or the User(s) in your account. If the Vendor takes action pursuant to this section, the Vendor shall not have any liability to you or any User(s) in your account for any Courses you may have purchased nor for any other use of the Services associated with your account. For avoidance of any doubt, you understand and agree that it will not be compensated nor be eligible for any refund under any circumstances for any such access lost to the Services, including without limitation to the Courses purchased.
7.3. The Vendor may also take action for any reason or no reason, in which case the Vendor will provide prior notice to you and/or User(s) in your account of any of the above changes through the Vendor’s website or other manners of communication set out herein.
7.4. The Vendor shall provide you and/or User(s) in your account with reasonable technical support services during regular business hours of the Vendor.
8. Personal Information & Confidentiality
8.2. If there is any change to any information provided by you, you shall promptly inform the Vendor by email at firstname.lastname@example.org. You will be responsible for any loss or damages to both parties resulting from your failure to promptly notify the Vendor of such change.
8.3. You agree to properly keep the confidentiality of your account and password. You are responsible for the activity of any person (including the Students) who uses the account and the password. If the Student’s account or password is misused, you shall immediately notify the Vendor and request the Vendor to suspend the Services. You shall not disclose, lend, transfer or assign its account and password to any third party. The Vendor may temporarily suspend the use of your account if the Vendor reasonably suspects that you have breached its obligation under this Subsection 8.3. The Vendor may terminate this Agreement and all Services with respect to you immediately upon actual knowledge of your breach.
8.4. Without the Vendor’s explicit written consent and authorization, you shall not, in any way, provide or disclose to any third party any technical data, trade secrets and other confidential or proprietary information he or she obtained by accessing to or use the Vendor’s website or Services under this Agreement. If you breach your obligation under this Subsection 8.4, the Vendor has the right to terminate this Agreement and all Services with respect to you immediately, and you shall be liable for any losses or damages suffered by the Vendor due to your breach.
9. Intellectual Property
Vendor has the ownership of all intellectual property rights, including but not limited to copyrights, in the following materials: (1) all the materials, including but not limited to Applications, textbooks and all relevant torturing and training materials as prepared by Vendor and/or Tutors for Services.
9.1. All the materials, including but not limited to any picture, screen-shot, voice, videos and schemes as generated, recorded or made during any Session, Course and/or your use of Services.
9.2. Software, programs and similar Applications and their contents as displayed, used, or provided by Vendor and/or on its Website at www.lingoplaza.com
9.3. Any other materials, content or technologies created by or for Vendor in connection with provision of Services.
9.4. Vendor hereby grants Users in their Account a limited, non-exclusive, non-transferable non-sub-licensable, revocable license to (i) access and use the Vendor Materials solely for the User’s personal, non-commercial, educational purposes in connection with your use of Services; and (ii) access and use any content, information and related materials that may be made available through Services, in each case solely for User’s personal, noncommercial use, in accordance with these Terms and any conditions or restrictions associated with particular Courses or Services. Any rights not expressly granted to Users herein are reserved by Vendor.
9.5. Without Vendor’s prior expressed consent, Users shall not, at any time during and after the termination of the use of Services, (i) use Vendor Materials for commercial purpose; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Services and/or Vendor Materials; (iii) disclose, sell, share, license, or otherwise redistribute or transmit Vendor Materials to any third-party; (iv) decompile, reverse engineer or disassemble the Applications, Website and/or Vendor Materials; (v) link to, mirror or frame any portion of the Services, Website and/or Vendor Materials; (vi) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of Services and/or Website or unduly burdening or hindering the operation and/or functionality of any aspect of Services and/or Website; or (vii) attempt to gain unauthorized access to or impair any aspect of Services and/or Website or its related systems or networks.
9.6. Users acknowledge and agree that Vendor is authorized to record both video and voice of any Session of the Courses taken by Students, for the purpose of internal training, researching, safety and quality control. Vendor shall have full, exclusive and complete intellectual property rights, as permitted by applicable laws, to all of the recorded materials including but not limited to live pictures, steams, screen-shots, voices and/or videos.
Tutors’ and Vendor’s employees are important human resources to Vendor’s existence and development. You agree not to, in any way, solicit, request, invite or otherwise cause any Tutor or Vendor’s employees to terminate the contractual and/or employment relationship with Vendor and/or accept a position for similar function (whether full-time, part-time, or temporary) offered by you or other individuals or organizations unaffiliated with Vendor, during the term and within two (2) years after the termination of the use of Services.
In the event of any breach of the foregoing non-solicitation obligation by you, you shall be liable for penalty to Vendor in an amount equivalent to twice the annual payment earned by the solicited person from Vendor immediately before the termination of the relationship with Vendor.
11. Liability for Breach of these Terms
Subject to Clauses 9, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6 and 9.7, a party who breaches its representations, warranties, covenants or obligations under these Terms shall be liable for all the losses and damages incurred by the other party as a consequence of the breach.
12. Disclaimers; Limitation of Liability; Indemnity
The Services, Courses and any relevant materials made available on or through the use of Services are provided “as is”, without warranties of any kind, either express or implied. to the fullest extent permissible pursuant to applicable law. Vendor and/or its affiliates, licensors, suppliers, advertisers, sponsors, agents, employees and Instructors, disclaim all warranties, express or implied, including without limitation, implied warranties of title, non-infringement, accuracy, merchantability and fitness for a particular purpose, and any warranties that may arise from course of dealing, course of performance or usage of trade. Vendor and/or its affiliates, licensors, suppliers, advertisers, sponsors, agents, employees and Instructors do not warrant that your use of Services will be uninterrupted, error-free or secure, that defects will be corrected, or that the Services, the submissions, the server(s) on which the services are hosted, or any Services available on any third-party platforms are free of viruses or other harmful components. No opinion, advice or statement of Vendor and/or its affiliates, licensors, suppliers, advertisers, sponsors, agents, employees and Tutors, whether made through the use of the Services, or on third-party platforms or otherwise, shall create any warranty of any kind, either express or implied. You acknowledge and agree that the entire risk arising out of your use of Services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.
12.2. Limitation of liability.
The Services may be used by you to request, schedule and receive Courses with Tutors, and you acknowledge and agree that the Vendor has no responsibility or liability to you related to any service(s) provided to you by Tutors other than as expressly set forth in these Terms.
Vendor shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the services, regardless of the negligence (either active, affirmative, sole, or concurrent) of vendor, even if vendor has been advised of the possibility of such damages.
Vendor shall not be liable for any damages, liability or losses arising out of: (i) your use of or reliance on Services or your inability to access or use Services; (ii) any delay or failure in performance resulting from causes beyond Vendor’s reasonable control; or (iii) any relationship between you and any Tutor, whether or not Vendor and/or its affiliates, licensors, suppliers, advertisers, sponsors, agents and employees have been advised of the possibility of such damages.
The limitations and disclaimer in this Clause 12 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. If the jurisdictions do not allow the exclusion of or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Vendor’s liability shall be limited to the extent permitted by law. In all circumstances, you acknowledge and agree that Vendor’s liability to you arises from these Terms is limited to the full amount you have paid under your Account to Vendor.
In consideration for using the Services, you agree to indemnify, defend, and hold Vendor and/or its owners, affiliates, officers, directors, employees, Tutors, licensors, agents, representatives, successors, and assigns harmless from any and all claims, demands, losses, liabilities, damages (including consequential, compensatory, or punitive damages), and expenses (including attorneys’ fees), whether based upon breach of contract, breach of warranty, or any other legal theory, arising out of or in connection with (i) your use of the Services; (ii) your breach or violation of any reorientations, warranties, covenants contained in these Terms; (iii) your violation of any applicable laws or regulations; and (iv) your violation of the rights of any third party, including the Tutors.
Vendor does not employ Tutors and is not responsible or liable for interactions, communications, transactions and/or relationship of any kind between the Tutors and the Users. Vendor shall not be responsible for any disputes, claims, losses, liabilities, damages (including consequential, compensatory, or punitive damages), and expenses that arises out of or relate to either active or inactive, implied or expressed conducts of Tutors and/or Users, including but not limited to, any Users reliance upon any information, materials and other goods and/or services provided by an Tutor.
13. Jurisdiction and Dispute Resolution
13.1. By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Vendor on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Vendor, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Vendor by someone else.
13.2. You and Vendor agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by the parties through friendly negotiation via emailing Vendor at email@example.com first. If the dispute cannot be resolved through negotiation, the parties agree that any such dispute or claim will be settled by binding arbitration between you and Vendor, and not in a court of law.
13.3. You acknowledge and agree that you and Vendor are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Vendor otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Vendor each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
13.4. The arbitration will be in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page. Unless the parties otherwise agree, the arbitration will be conducted in Rapid City, SD, USA.
13.5. The Arbitrator will render an award within the time frame specified in the (“AAA”) Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. Your responsibility to pay any (“AAA”) filing, administrative and arbitrator fees will be solely as set forth in the (“AAA”) Rules.
13.6. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
After the Courses in your account are completed, or the Services with respect to Vendor are terminated earlier pursuant to Section 6, 8.3 6.4 or 14.2, this Agreement shall be terminated automatically and your account shall expire immediately. The termination of this Agreement will not affect the validity of the provisions pertaining to confidentiality, intellectual property and non-solicitation set forth in Section 6, Section 7 and Section 8 herein, respectively.
Vendor shall be entitled to amend these Terms, Policies and other content on Website from time to time, and Vendor will notify you through Website or other manners of communication provided herein. The amended Terms or Polices will come into force once posted on Website and will supersede the previous Terms or Polices automatically. In case of disagreement of the amended Terms or Polices, you shall notify Vendor by email to firstname.lastname@example.org and immediately stop using the Services. You will be deemed to have read, understood and accepted the amended Terms or Polices, if you fail to object to such amendment in writing within two (2) days or your continuously use of Services thereafter.
If any provision hereof is held to be invalid or unenforceable, in whole or in part, for any reasons, such provision or part thereof shall to that extent be deemed not to form part of these Terms The remaining provisions of these Terms shall remain valid and binding.
You may not assign or transfer this Agreement in whole or in part without Vendor’s prior written approval. Vendor may assign or transfer these Terms in whole or in part, without any notice to or approval by you to any party, provided that your rights hereunder are not prejudiced.