TERMS OF SERVICE
1.CHANGES TO THE TERMS OF SERVICE.
We may change the Terms of Service at any time, as we reasonably deem appropriate. Upon any change in the Terms of Service, we will post the amended agreement on the Site. Your continued access and/or use of the Site following such posting shall constitute your affirmative acknowledgement of the modification and your agreement to abide and be bound by the Terms of Service, as amended. If at any time you choose not to accept the Terms of Service, including following such posting or notification of any modifications hereto, then you agree to no longer access or use the Site.
2.THE SITE AND SERVICES.
Our Site is an online platform for English language learning, on or through which members seeking to improve their English skills (“Students”) may converse directly with English-speaking members (“Teachers”) by purchasing English language lessons therefrom and participating in such lessons via third-party audiovisual conferencing technology and may engage related services (the “Services”). Students may also join paid or free classes created by Face-2-Face English Center and Teachers. Students and Teachers are hereinafter referred to collectively as the “Members”. A limited amount of the Site’s content is viewable without registering with us, but to access the majority of the Site and actively partake in the Services you must register as a Member.
3. CHANGES TO THE SERVICES.
We may from time to time add new services to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Information about the new services will be included on the Site, and the users of new services will be governed by the Terms of Service. You agree that Face-2-Face English Center will not be liable to you or any third party for any suspension or discontinuation of any of the Services.
As part of the registration process, you will create a username and password. The username and password that you provide are your credentials (“Credentials”) for accessing the Services that are only available to Members. You warrant that all information provided during registration process is accurate and complete. You are entirely responsible for maintaining the confidentiality of your Credentials. You are prohibited from using the account, username, email address or password of another Member at any time and from allowing anyone else to use your Credentials. If at any time you suspect any unauthorized use of your Credentials, you agree to notify Face-2-Face English Center immediately by emailing us at: firstname.lastname@example.org. You are solely responsible for any and all use of your Credentials.
5. YOUR PERSONAL INFORMATION.
6. YOUR RESPONSIBILITIES.
You may use the Site and the Services for lawful purposes only. You may not use the Site or the Services in any manner that could damage, disable, overburden or impair our servers or networks, or interfere with any other party's use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to the Site, any of the Services, Member accounts or computer systems or networks, through hacking, password mining or any other means. Without limiting anything else contained herein, you agree that you shall not (and you agree not to allow any third party to):
· copy, modify, adapt, translate, distribute, download, transmit or reverse engineer any portion of the Site, its content, materials, security technology and/or the Services;
· reformat or frame any portion of the web pages that are part of the Site and/or the Services;
· engage in activity that involves the use of viruses, worms, or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or network;
· remove notices of any copyright, trademark or other proprietary rights contained in or on the Site and/or the Services or in any content or other material obtained via the Site and/or the Services;
· provide or use tracking or monitoring functionality in connection with the Site, including, without limitation, to identify other users’ views, actions or other activities;
· impersonate or attempt to impersonate Face-2-Face English Center or a Face-2-Face English Center employee, administrator or moderator, another Member, user, individual or entity (including, without limitation, through the use of email addresses associated with or of any of the foregoing);
· use any automated device, process or means to access, harvest, retrieve or index any portion of or content from the Site, the Services and/or other data;
· violate or attempt to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any third party;
· defame, threaten, libel or harass or advocate the harassment of another person or entity;
· promote or otherwise incite racism, bigotry, hatred or physical harm of any kind against any group or individual;
· request, collect or store financial or contact data or other personal information from another Member; or
· use the Site and/or the Services in a manner inconsistent with any and all applicable US or international law.
Face-2-Face English Center reserves the right to terminate the account of any Member who engages in any of the foregoing or for any other reason in its sole discretion. Face-2-Face English Center may take any appropriate legal action, including without limitation, referral to law enforcement and implement any technical remedies, including without limitation, termination of the account of any Member to prevent the violation of this provision and to enforce the Terms of Service.
7. CONTENT YOU PROVIDE.
As part of the Services, Face-2-Face English Center may offer Members the opportunity to submit, post, publish, transmit, communicate, display or otherwise distribute textual, graphic and/or audiovisual content with other Members on the Site and/or in real-time via the Services, which may feature their likenesses, voices, appearances and/or performances on or through the Site (hereinafter, “Published Content”). We reserve the right to remove any Published Content from the Site in our sole discretion. We are not, however, responsible for any failure or delay in removing Published Content. Likewise, by accepting or allowing you to provide Published Content to the Site, Face-2-Face English Center is not obligated to use, display or make available to the public Published Content, and we reserve the right not to do so for any reason in our sole discretion. If you have a question as to why your Published Content was not published on the Site or was removed from the Site, please contact us at: email@example.com.
Face-2-Face English Center assumes no responsibility for inappropriate Published Content, which may be posted on or transmitted via the Site and/or Services and no responsibility for the conduct of the Member submitting such inappropriate Published Content. In addition, Face-2-Face English Center does not endorse or recommend the opinions, information or instruction expressed or provided in or by any Published Content. In addition, you acknowledge and agree as follows:
· You are solely responsible for your Published Content;
· You may not post, distribute, transmit or reproduce in any way any material subject to copyright, trademark or other third party proprietary rights without obtaining the prior written consent of the owner of such rights or which otherwise infringe, misappropriate or violates the intellectual property, publicity, privacy or other rights of any third party;
· You agree to always give proper attribution when posting material of which you are not the original author but for which you have received permission to post, distribute, transmit or reproduce;
· You may not provide Published Content that falsely expresses or implies that such content, in whole or in part, is sponsored or endorsed by Face-2-Face English Center;
· You may not provide any Published Content that is unlawful or that promotes or encourages illegal activity;
· You may not provide any Published Content that is pornographic, obscene, profane, sexually explicit, violent or otherwise patently offensive;
· You understand and agree that Face-2-Face English Center may review and delete any Published Content that in the sole judgment of Face-2-Face English Center violates the Terms of Service or which might be offensive, illegal or that might violate the rights of, harm or threaten the safety of other Members and/or users of other Web sites; and
· You agree that you will not provide Published Content that purposely contains false, incomplete, inaccurate or misleading information;
Face-2-Face English Center reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation removing the offending content or communication from the Site, terminating the membership of and blocking use of the Services and/or the Site by such violators, and/or reporting such content or activities to law enforcement authorities.
8. FACE-2-FACE ENGLISH CENTER’S PROPRIETARY RIGHTS.
Except for your Published Content, all of the content available on or through the Services and/or the Site, including without limitation, text, photographs, graphics and video and audio content, is owned by us and/or a third party and is protected, as applicable, by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain Face-2-Face English Center’s proprietary information. We give you permission to use the aforementioned content in connection with the Services and for personal purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Site and the Services. You may print, download and store information from the Site for your own convenience, but you may not copy, distribute, republish, sell or exploit any of the content or exploit the Site or Services, in whole or in part, for any commercial gain or purpose whatsoever except as expressly provided herein.
9. FEES AND PAYMENT TERMS.
On or through the Site, Teachers may offer certain Services which Students may purchase for a corresponding set of fees (the “Fee Services”). Payments from Students to Teachers are processed using PayPal (www.paypal.com), the “Payment Processor”). Teachers must register a PayPal account before receiving payments for Fee Services on the Site and payments owing to Teachers in return for delivering Fee Services on the Site shall be remitted to the Teacher’s registered PayPal account as soon as the purchase is made.
All sales and purchases of Fee Services transacted on or through the Site are subject to these Terms of Service and the additional terms and conditions of the Payment Processor (see PayPal User Agreement and PayPal Acceptable Use Agreement). Please review all such Payment Processor policies carefully before purchasing Services or registering to provide Fee Services. Concerns related to payment-processing in connection with any Payment Processor should be directed to the appropriate Payment Processor, and Face-2-Face English Center bears no responsibility for Payment Processors’ payment-processing services and makes no warranties, express or implied, as to the Payment Processors’ services. [Sales tax will be added to subtotals in calculating the total cost of any Services, according to applicable local, national and international tax law.] A Student who purchases Services and provides his or her checking account, debit or credit card information in connection therewith, hereby agrees to be responsible for the total cost of the Services and authorizes the Payment Processors to debit such amount from his or her checking or card account, as applicable, and authorizes Face-2-Face English Center to transfer such funds to the appropriate Teacher as payment for Fee Services, as designated by Face-2-Face English Center.
Students and Teachers acknowledge and agree that Face-2-Face English Center is entitled to retain a portion of all funds remitted by Students to purchase Fee Services, as compensation for operating the Site and managing the Services and underlying technology (the “Face-2-Face English Center Return”). Teachers shall receive payment for Fee Services in the amount they themselves set for such Fee Services (whether for live sessions, paid classes, or any other Fee Service they may be able to offer at a later date), minus the Face-2-Face English Center Return, and minus any payment processing fees charged by the Payment Processor (see PayPal fee information). Students and Teachers represent and warrant that all information provided in connection with the provision or purchase of any Fee Services is true, accurate and complete.
10. REFUNDS AND DISPUTE RESOLUTION.
In the event that Fee Services have been purchased and the Fee Services do not take place, or the Fee Services rendered/delivered clearly do not match the description of the Fee Services as advertised/described by the Teacher, Teachers and Students must contact each other to remedy the situation, typically either by scheduling a Make-Up Session at an alternate time, or by agreeing to have the Teacher provide a refund. Such refunds must be initiated by the Teacher upon mutual agreement with the Student. Teachers agree to issue refunds within five business days of receiving the refund request from the Student in the event Fee Services which were paid for by the Student were not rendered (for example, the Teacher did not conduct the live session that the Student paid for, and the student does not want to or is not able to schedule a Make-Up Session). Teachers initiate refunds to Students through the Payment Processor's website, by logging in with their account and accessing their transaction history. For Teachers to receive refunds of the Face-2-Face English Center Return, they must email their request to firstname.lastname@example.org and attach the Payment Processor's email confirmation that the Teacher's refund to the Student has already been processed successfully. Teachers have five business days from the processing date of their refund to a Student (the date they receive the Payment Processor's email confirmation that the refund has been processed successfully) to request a refund of the Face-2-Face English Center Return. Refund requests received later than five business days from recepit of the Payment Processor's email confirmation will be processed at our sole discretion. Note that refunds to Students and Teachers may take several days to be processed by the Payment Processor once the refund request has been submitted.
Upon request only and at Face-2-Face English Center’s sole discretion, Face-2-Face English Center provides "Dispute Resolution Services" to assist in resolving any valid dispute that the Teacher and Student have been unable to remedy on their own, providing that the transaction occurred with the Site, and that the Teacher and Student used the Site's lesson scheduling system or class access system. While we will make every attempt to resolve disputes between Teachers and Students by conducting a thorough and objective analysis of the facts related to the dispute, we make no garantees that will will be able to satisy all parties involved in disputes. With or without our Dispute Resolution Service, refunds to Students must be initiated by Teachers, and we will not refund funds paid for Fee Services directly to any Students, and we have no way to force Teachers to initiate a refund. We expect Teachers and Students to operate in good faith and to conduct business with each other with the highest standards of ethics. Students or Teachers who violate the terms of service as it relates to refunds may be banned from the Site and may have criminal charges filed against them if they used the Site to deceive or defraud other Site members.
To request dispute resolution services or to request assistance with any problems related to fees, payments or refunds, please email email@example.com, or call +1 (520) 837-1277 during the hours of 8:00 - 17:00, Pacific Standard Time, Monday through Saturday.
11. TEACHER WARRANTIES AND REPRESENTATIONS.
By registering as a Teacher, you represent and warrant that (i) you are fluent in the English language; (ii) you are ready, willing and able to converse with Students in English and to provide Students with English language instruction; and (iii) you agree to do so to the best of your ability, in a professional and workmanlike manner. Face-2-Face English Center makes no warranties or representations as to the reliability, capability, proficiency or qualifications of any Teacher or the quality, accuracy, security or legality of any Services with which an Teacher is associated. Face-2-Face English Center expressly disclaims any and all liability relating thereto.
12. LINKS TO OTHER WEB SITES.
13. ADDITIONAL TERMS AND CONDITIONS.
Certain of the Services may have additional terms, such as policies, guidelines, and rules that will further govern your use of that particular Service and supplement the Terms of Service. If you choose to register for or use any such Services, you will be presented with any relevant additional terms and conditions at that time. By using those Services, you agree to comply with such additional guidelines and rules.
14. WARRANTY DISCLAIMERS.
The Face-2-Face English Center Services are provided “AS-IS,” with “ALL FAULTS” and “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SITE OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SITE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, FACE-2-FACE ENGLISH CENTER MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SITE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. FACE-2-FACE ENGLISH CENTER DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.
15. LIABILITY LIMITATIONS.
IN NO EVENT SHALL FACE-2-FACE ENGLISH CENTER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE FACE-2-FACE ENGLISH CENTER SERVICES OR LINKED SERVICES, EVEN IF FACE-2-FACE ENGLISH CENTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION. FACE-2-FACE ENGLISH CENTER’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO FACE-2-FACE ENGLISH CENTER FOR THE FACE-2-FACE ENGLISH CENTER SERVICES DURING THE TERM OF MEMBERSHIP OR (B) $100 US DOLLARS.
Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, and suppliers, from all liabilities, claims, demands and expenses, including attorney's fees, made by any third party that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of the Terms of Service by you or any third party using your Credentials of any intellectual property or other right of any person or entity.
17. ELECTRONIC CONTRACTING AND NOTICE.
18. ENTIRE AGREEMENT.
such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Face-2-Face English Center’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
19. CHOICE OF LAW AND DISPUTE RESOLUTION.
You agree that: (i) the Site and Services shall be deemed solely based in the state of Arizona in the United States of America; and (ii) the Site shall be deemed a passive Web site that does not give rise to personal jurisdiction over Face-2-Face English Center, either specific or general, in jurisdictions other than Arizona, United States of America. These Terms of Service shall be governed by the internal substantive laws of the state of Arizona, United States of America, without respect to its conflict of laws principles. Any controversy, claim or dispute between you and Face-2-Face English Center that arises in whole or in part from the Site and Services shall be decided exclusively by final and binding arbitration to be conducted by an arbitration tribunal in Arizona, the United States of America. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.
We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense the Terms of Service to anyone else and any attempt to do so shall be null and void.
If you are at least 13 years of age but under the age of 18 or the applicable legal age in your jurisdiction, you can use the Site or Services only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Service. Any and all use of the Site or Services by anyone under the age of 13 is strictly prohibited. Membership on the Site 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 the Terms of Service and to abide by all of the terms and conditions set forth herein. The Site is administered in Arizona, United States of America; any use outside of the United States of America is at the user's own risk and users are responsible for compliance with any local laws applicable to their use of the Site or the Services.
22. INDEPENDENT CONTRACTORS.
The relationship between and among registered Teachers, Face-2-Face English Center and the other Face-2-Face English Center Members is one of independent contractors. Face-2-Face English Center does not in any way supervise, direct or control work performed by or on behalf of any of our Members. You are prohibited from representing that you have any authority to assume or create any obligation, express or implied, on behalf of Face-2-Face English Center or from representing Face-2-Face English Center as agent, employee or in any other capacity, except as specifically provided herein. Each member is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, and all other requirements applicable to the purchase and sale of services from and by independent contractors.
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