Effective Date: September 27, 2017
PLEASE READ THESE TERMS & CONDITIONS (“TERMS”) BEFORE USING THE SERVICES. THEY ARE THE RULES AND REQUIREMENTS THAT APPLY TO THE SERVICES. DO NOT TEACH ON THE SERVICES, REGISTER FOR AN ACCOUNT, PURCHASE A SUBSCRIPTION, OR USE THE SERVICES IF YOU ARE NOT IN AGREEMENT WITH THESE TERMS.
Welcome to Lingokids, which is owned and operated by MONKIMUN, Inc. (“Company,” “we,” “us” or “our”). By purchasing a subscription to, registering an account for, or using Lingokids.com, including all of the services provided therein, and any other websites and applications that link to these Terms (collectively, the “Services”), you acknowledge that you have read and understand these Terms, and agree to be bound by them. Both these Terms and separate terms of service or sale documents may apply to your use of the Services or to a sweepstakes, service or product offered via the Services (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. In these Terms, “you” and “Online Teachers” refer to independent contractors who provide online instruction, tutoring, and learning services via the Services. “Adult Users” are adult users of the Services and purchasers of accounts. An “Adult” is a person of legal age who can enter into a contract in the state in which the user resides; by or using the Services, you represent and warrant that you are an Adult, and that you will be responsible for ensuring that any child or student authorized by you to use and access the Services does so in accordance with these Terms.
Terms for Users is detailed here and is incorporated by reference and made a part of these Terms.
Table of Contents
As part of the Services, we provide a platform via our website www.lingokids.com and various related games, applications, features, content, and online classes “Class” or “Classes” with “Online Teachers” (teachers that provide online teaching services via the Service).
Users of the Services (“Users”) include “Child Users” or “Students” (children who use the child-directed learning portion of the Services), “Adult Users” (including parents and guardians of Child Users, teachers and school administrators).
Lingokids takes reasonable measures to ensure that only high-quality Online Teachers provide Classes via the Services. All Online Teachers are subject to a teacher Code of Conduct where they must agree to provide quality and accurate services.
Parental Permission to Record Classes. You agree to ask the parent for permission to record the Class at the start of any Trial class. If the parent does not give permission you will cease the recording immediately and Company will delete the recording. If a parent is not present to seek consent, you will not record the Class.
Class Attendance. If the Student cannot attend a Class on the scheduled time as confirmed and listed in the Student account, a User may cancel or reschedule such Class at least 24 hours in advance. If the User fails to cancel or reschedule such Class at least 24 hours in advance, the Student will be deemed as “no-show” for this Class. Each no-show will result in deduction of one Class from the User’s subscription. If the Student fails to attend a Class on the scheduled starting time but attends the Class during the scheduled time period, this Class shall be concluded upon the scheduled ending time, and, neither the Student nor User can request that the ending time of the Class be postponed or prolonged. This Class will be deemed as completed and will be deducted from the number of remaining Classes in the User account.
Online Teacher Absence. If a User cannot complete a scheduled Class due to Company or the Online Teacher’s reasons, which include but are not limited to, (i) the Online Teacher is late for over 5 minutes, (ii) the Online Teacher cancels the Class or stops teaching prior to the scheduled ending time for any reason; or (iii) Company’s website or Services experiences system outages, a User may reschedule such Class, and such Class will not be deducted from the number of remaining Classes in the User’s account. Other than the right to reschedule the same Class as provided herein, neither Company or any Online Teacher shall have responsibility and is not liable for: (a) the unavailability of the Class during the scheduled time period; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions 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 Class, any Internet service providers, any third party platforms, or any internet facilities and networks.
Class Cancellations. Online Teachers are required to teach Classes that have been scheduled with them. We will determine particular circumstances as excusable motives for cancellation. We require documentation or proof justifying a cancellation. Unexcused Class cancellations may be considered a violation of the agreement. You hereby acknowledge that canceled Classes are not billable and therefore, will not be paid to you.
Providing your Teaching Services on the Service. We encourage open, complete and professional communication between Students and Online Teachers. In the event of a dispute, all written communication on the Service will serve as the record for resolution of the dispute.
You shall render services hereunder as an independent contractor and shall be treated as an independent contractor for all purposes. You hereby acknowledges that you shall not be treated as an employee with respect to the services performed hereunder. You understand that, as an independent contractor, you are responsible for the compliance with all applicable laws and for the payment of all taxes arising out of your services provided hereunder. As an independent contractor, the Company shall not provide any employee benefits to you, such as health insurance, life insurance, profit sharing, or any other employment fringe benefit. You shall retain control over the methods and means by which the services are performed; provided, however, that the Company retains sole discretion to determine the objectives of the services performed hereunder, completion deadlines, and whether the services have been provided in a satisfactory manner.
Maintain a minimum schedule of availability. We require that you have at least 10 hours of availability per week.
Terms of payment. We agree to pay Online Teachers ten dollars ($10) per thirty-minute subscription class and five dollars ($5) per twenty-minute trial class. If a user subscribes to Company within twenty-four (24) hours of trial class, Company agrees to pay Online Teacher ten dollars ($10). No-shows or classes cancelled within two hours, will be paid at a rate of five dollars ($5) per class. Classes cancelled by users more than two hours before the scheduled class will not be considered billable. Classes cancelled by the Company more than two hours before the start time are absolutely not billable.
Resignation. The Company requires a minimum of fifteen (15) days notice from the Online Teacher in the case of resignation. The parties shall deal with each other in good faith during such (15)-day-period after notice of intent to resign has been given. The Online Teacher is obliged to teach all scheduled classes in the (15)-day-period. If the Online Teacher does not give a (15) day notice, the Online Teacher is not eligible for payment for any classes (15) days prior to the notification of resignation.
Online Teacher hereby acknowledges and agrees that in providing services to Company pursuant to this policy, that the Online Teacher will have access to information concerning Company and the business methods and operations of Company as well as confidential and proprietary information and materials. Online Teacher acknowledges that all the foregoing confidential and proprietary information and materials (collectively referred to as “Confidential Information”) includes, but is not limited to lesson plans, class materials, oral or written knowledge and information not generally known whether presently existing or developed in the future, including trade secrets about Company methods, processes, technology, intellectual property, products and services, including but not limited to information relating to such matters as research and development, designs, formulas, configurations, studies and plans pertaining to or used in connection with any and all computer software or hardware products, contemplated, under development or developed (in whole or in part) by Company, techniques, composition and materials, applications for particular technologies, materials or designs, business relationships of the Company (including relationships with customers, suppliers, distributors, licensees, and licensors), management systems, financial data, financial statements and sales and marketing plans regardless of whether such information or materials are expressly identified as confidential or proprietary. Online Teacher acknowledges that, regardless of whether such Confidential Information is prepared or generated by the Online Teacher, Company, and/or third parties, is provided to the Online Teacher in connection with the performance of services hereunder, or comes into the Online Teacher’s possession or knowledge in some other fashion, such Confidential Information will remain the exclusive confidential property of Company. Online Teacher further acknowledges and agrees that all such Confidential Information constitutes trade secrets and are valuable proprietary information of Company.
During the term of this Agreement and following the termination of this Agreement, Online Teacher agrees that Online Teacher will not disclose, reveal or make known any of such Confidential Information to any third party without the prior written approval of Company and Online Teacher will take all reasonable steps and actions necessary to maintain the confidentiality of such Confidential Information. Online Teacher acknowledges and agrees that Company will be irreparably harmed by any violation of Online Teacher’s obligations under this Section 7. Therefore, Online Teacher acknowledges and agrees that in addition to all other rights or remedies available at law or in equity Company will be entitled to any adjunctive equitable relief to prevent or enjoin any such violation. Online Teacher acknowledges and agrees that the restrictions imposed herein are necessary for the protection of the Company Business and are reasonable as to scope, duration, and area. The term “Business” as used herein, means the business of a web and mobile/tablet app based service for children’s learning.
A. Account Types. We currently offer the following types of accounts through the Services: Family Accounts, Teacher Accounts, and Online Teacher Accounts (collectively, “Accounts”).
(i) Family Accounts. A Family Account can have a maximum of four users, including an Adult User and up to three Child Users that Adult Users add to the Family Account.
B. Passwords and Account Access. Every Account has one designated Adult User who must be at least 18 years of age. You are responsible for maintaining the confidentiality of your password and Account information. You agree (a) that you will provide complete and accurate registration information about yourself and any individual you authorize to access your Account and keep your Account information up-to-date, (b) that you are solely responsible for all activities that occur under your Account, (c) to notify us immediately of any unauthorized Account use, (d) that we are in no way responsible for any loss that you may incur as a result of any unauthorized use of your Account and password, and (e) that you will not sell, transfer, or assign your Account or any Account rights. If we learn that an ineligible user has created an Account, we may seek confirmation of the user’s status or deactivate the Account.
C. Account Fees. For certain types of Accounts, we may charge a fee, such as an Account fee or subscription fee. For existing subscribers, we may change your fee at any time in our sole discretion at the end of your subscription period. All fees are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. We may offer promotional trial subscriptions to access the Services for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the Services are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable Additional Terms. Please note that we do not provide price protection or refunds for existing subscribers in the event of a price drop or promotional offering for new subscribers.
(i) Authorization to Charge for Services. You must either use a credit card, debit card or other payment mechanism accepted by us (e.g., Google Play Store, Apple’s iTunes App Store) (“Pay Mechanism”) to activate and maintain a paid Account. You authorize us to charge you through the Pay Mechanism that you use when registering for an Account. You will also be responsible for charges for any products or services that you order that are offered for sale through the Services. If we do not receive payment from the Pay Mechanism you use, you agree to pay all amounts due hereunder upon our demand and will be solely responsible for any dispute with your payment provider. Should the Pay Mechanism provided initially be declined for insufficient funds or any other reason, we reserve the right to attempt to recharge the Pay Mechanism in full or in lesser installments of the initially incurred charge. You will not be charged more than the amount for which you purchased your Account subscription. You will be solely responsible for all overdraft fees and/or penalties that may be assessed by your payment provider. We use a third-party service provider to process payments on our behalf. You acknowledge and agree that in the event the third-party payment processor experiences a data breach that affects your information through no fault of Company, Company will in no way be responsible or liable to you for any such breach.
(ii) Subscription Renewal. By activating an Account, you agree that we may renew your subscription automatically for the same subscription term on the day after your previous subscription ends, and you authorize us to charge you for the subscription term, unless you cancel your Account prior to its renewal date through the procedures described in the “Subscription Cancellation” section below. We will charge your credit card (or the other method of payment initially used by you) each year, month, or other applicable period (depending on the term that you selected) for the then-current applicable price.
(iii) Subscription Cancellation. Unless you purchased your subscription through Apple’s iTunes App Store, to cancel your subscription and avoid future billing, you may cancel your Account prior to its renewal date through the Manage My Subscription area in the Parents Section of the App or by contacting our Customer Support team. If you do so, please know that we endeavor to have customer requests handled within 24 hours; however, we cannot guarantee that your cancellation will be registered within that time period. We will honor all cancellations received before the renewal date, outside of iTunes App Store subscriptions. If you downloaded our app through Apple’s iTunes App Store, you must follow the cancellation instructions provided in the iTunes App Store. For all Accounts, you will continue to have access to your Account for the period of time that has already been prepaid. If you activated a paid Account at a discounted or promotional rate, chose to pay in installments, and then canceled that Account prior to all of the installments having been paid, the period of time after cancellation that your Account will continue to be accessible will be calculated based on the non-promotional/non-discounted rate in effect at the time of cancellation. After you cancel your Account, we will not charge you any subscription fees after the expiration of your then-current subscription. Please note we do not provide full or partial refunds for prepaid sums. In any event, you will be able to continue to use the Services throughout the remainder of the subscription period for which you have already paid. In addition, if you have purchased Classes and cancel the renewal of your subscription, you will be able to use any remaining Classes before the renewal date. A Class will remain accessible to you for a period of 30 days from the day following the date of purchase of the Class. Any Class not used before this date will not be honored. Canceling your Class subscription will also end access to your paid Account within the App.
(iv) Refunds. If you sign up for a trial subscription through a Pay Mechanism that is NOT through Apple’s iTunes App Store, you are entitled to a refund for any fees paid for your Account within 7 days of the payment date. After the 7th day, you are not entitled to any refund. If your Account includes any additional add on services (for example Classes), you are not entitled to any refund.
A. Ownership. As between us and you, the Services (including past, present and future versions) are owned and controlled by us and their Content is protected by U.S. and international copyright, trademark, trade dress, patent, and other intellectual property rights and laws to the fullest extent possible. “Content” means all text, graphics, user interfaces, visual interfaces, photographs, logos, sounds, music, artwork, and computer code displayed on or available through the Services and the design, structure, selection, coordination, expression, and arrangement of such materials including, without limitation, (i) materials and other items relating to us and our products and services, including, without limitation, all activities, games, lesson plans, teacher trainings, printables, characters, photographs, audio clips, sounds, pictures, videos, and animation; (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including ours (collectively, “Trademarks”); and (iii) other forms of intellectual property.
B. Limited License. Subject to your strict compliance with these Terms and your payment of any applicable subscription fees, we grant you a limited, non-exclusive, revocable, non-assignable and non-transferable license (“License”) to access, display, view, use, play, and/or print one (1) copy (excluding certain printable activities made available through the Services, which indicate that they may be printed multiple times) of the Content on a personal computer, mobile phone or other wireless device, or other Internet-enabled device (each, an “Internet Device”) for your personal, non-commercial use only (e.g., teachers may use Content from the Services for educating their students and other users’ use is limited to personal use). The License does not give you any ownership of, or any other intellectual property interest in, any Content or the Services, and you cannot otherwise use the Content or the Services without our express prior written permission. All rights not expressly granted to you are reserved by us and/or our licensors and other third parties. Except as expressly provided in these Terms or with Company’s express prior written consent, no part of the Services and no Content may be used, copied, reproduced, distributed, uploaded, posted, publicly displayed, translated, transmitted, broadcasted, sold, licensed or otherwise exploited for any purpose whatsoever. Any unauthorized use of any Content or the Services for any purpose is prohibited.
You agree that you will not: (i) engage in any activities, including, without limitation, the uploading, posting, emailing, or transmitting of User-Generated Content, that (a) attempt to or do harm to us, the Services or any others; (b) are unlawful, false, inaccurate, misleading, offensive, obscene, lewd, violent, harassing, threatening, abusive, tortious, defamatory, invasive of another’s privacy, or are otherwise objectionable to us, in our sole discretion; or (c) violate any right of any third party, including, without limitation, the uploading, posting, emailing, or transmitting of User-Generated Content that violates another person’s intellectual property right, right of publicity, trade secret right, or other proprietary right; (ii) You and Student shall not disparage Company or the Online Teacher’s performance, or distribute any false or misleading statement or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of Company, Company’s employees or the Online Teachers. (iii) To protect the privacy and interests of Online Teachers, other users of the Services and Students in other users' accounts, you and the Students in your account shall not to solicit, collect, probe, or ask for the private information of other Students, users or Online Teachers, including but not limited to personal information, contact information, personal network or financial status. (iv) You understand and agree that Online Teachers for the Classes you have purchased may choose to terminate their contract relationship with Company and become inactive. Company does not guarantee Online Teacher availability to Students and shall not be held liable for any issues relating to Online Teacher availability. (v) reverse engineer, disassemble, or modify any source or object code or any software or other products, services, or processes accessible through the Services, install any software, file, or code on the Services that is not authorized by Company, or attempt to do so; (vi) engage in any activity (other than the use of specific features of the Services, such as Site Timer or Activity Blocker) that interferes with a user’s access to the Services or the proper operation of the Services; (vii) access or collect information from the Services using automated means (such as through scripts, robots scrapers, or spiders); (viii) use any meta tags or other “hidden text” utilizing any of our Trademarks; (ix) interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on the use of or access to the Services or its Content; (x) use the Services for commercial or political purposes; (xi) disclose, harvest, or otherwise collect information, including email addresses, or other private information about any third party without that party’s express consent; or (xii) otherwise violate these Terms, or any Additional Terms, or solicit, encourage, or facilitate anyone else to do so.
A. Linking to or Framing Our Services. When linking to our Services, you must adhere to the following requirements: (i) the link to the Services must not damage, disparage, present false information about or tarnish the goodwill associated with any of our Trademarks, products, services and/or intellectual property; (ii) the link to the Services must not create the false appearance that your websites and/or organization is sponsored by, endorsed by, affiliated with, or associated with us; (iii) no one may “frame” the Services or create a browser environment around any of the Content; and (iv) you may not link to the Services from a website that is unlawful, abusive, indecent, or obscene; that promotes violence or illegal acts; that contains expressions of racism; that is libelous, defamatory, scandalous, or inflammatory; or that we otherwise deem inappropriate in our sole discretion. We reserve the right to prohibit linking to the Services for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.
B. Links to Other Services and Third Parties. Child Users are blocked from accessing external links, which will only be available if an Adult User successfully passes the “Parents Only” question to unlock Adult sections or enters a password. Any interactions, transactions, and other dealings that you have with any third parties found on or through the Services (including those that are linked to from the Services) are solely between you and the third party (including issues related to payments, delivery of goods and warranties), and we disclaim all liability in connection therewith.
A. Governing Law/Jurisdiction. These Terms and any Additional Terms shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflict of laws and principles and each party hereby submits to the nonexclusive jurisdiction of the state and federal courts of California for purposes of all legal proceedings arising out of or relating to these Terms and the services contemplated hereby.
B. Arbitration and Dispute Resolution. If any controversy, allegation, or claim arises out of or relates to the Services or these Terms (collectively, “Dispute”), you and we agree to the following resolution process with respect to the Dispute. To most efficiently resolve any Dispute, you and we agree to first discuss the Dispute informally for at least thirty (30) days. To do so, the party who wants to raise the Dispute must first send to the other party a notice that must include (1) a description of the Dispute and (2) a proposed resolution (together, the “Dispute Notice”). If you want to raise a Dispute, you must send your Dispute Notice by certified mail to us at: Monkimun Inc 427 N Tatnall St #42597 Wilmington, Delaware 19801-2230 USA. If we would like to subsequently discuss your Dispute Notice with you, we will contact you by using contact information included with your Dispute Notice. If we want to raise a Dispute, we will send our Dispute Notice to you at the email address we have on file for you. If we do not have a valid email address on file for you, we will send our Dispute Notice to you through certified mail.
If you and Company do not reach an agreed-upon resolution within 30 days of receipt of the Dispute Notice, you and Company agree that the Dispute will be resolved solely by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration will be heard and determined by a single neutral arbitrator who is a lawyer or retired judge, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. In resolving the Dispute, the arbitrator will consider applicable law, the provisions of these Terms and any Additional Terms, and any facts based upon the record and no other basis, and will issue a reasoned decision. If a party properly submits the Dispute to the AAA for arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) and determined by a single neutral arbitrator who is a lawyer or retired judge, using JAMS’ Streamlined Arbitration Rules and Procedures, or by any other arbitration administration service to which you and we consent. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 JAMS: 800.352.5267 http://www.adr.org http://www.jamsadr.com
(i) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator will resolve the submitted Dispute and can issue a decision consistent with this Section 6. However, WITH ARBITRATION, THERE IS NO JUDGE OR JURY; THE ARBITRATION PROCEEDINGS AND ARBITRATION ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES; AND JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules, but if applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this Section 6 to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered into any court that has jurisdiction over the parties.
(ii) Small Claims Matters Are Excluded. Either of us may bring a qualifying claim of Disputes in small claims court.
C. Injunctive Relief. The foregoing provisions of this Section 6 will not apply to any legal action taken by either party to seek an injunction or other equitable relief in conjunction with any intellectual property claim or claim related to unauthorized access to data through the Services (including, but not limited to, claims related to patent, copyright, trademark, and trade secrets, and claims relating to the access or retrieval of data through the Services using an automated process such as scraping).
D. Timing of Claim. To help resolve any issues between you and us promptly and directly, you and Company agree that any Dispute Notice must be sent, or that any small claims or injunctive relief complaint permitted under this Section 6 must be filed, within one year after the events giving rise to the Dispute arise; otherwise, the Dispute is waived.
E. No Class Actions. You and Company agree that any Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.
YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK.
THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, we and our parent, affiliates, subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Company Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
The Services (including the Content and the User-Generated Content); The functions, features, or any other elements on, or made accessible through, the Services; Any products, services, or instructions offered or referenced at or linked through the Services; Whether the Services (and their Content), or the servers that make the Services available, are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Internet Device); The specific availability of the Services, and whether any defects in the Services will be repaired, or will be repaired in a particular time frame; and Whether your use of the Services is lawful in any particular jurisdiction.
EXCEPTING ONLY AS MAY BE SPECIFICALLY SET FORTH IN ANY ADDITIONAL TERMS, THE COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM ERRORS, COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties, so the above disclaimers may not apply to the extent that such jurisdictions’ laws are applicable.
UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
The Services (including the Content and the User-Generated Content); Your use of or inability to use the Services, or the performance of the Services; The failure of a child user to learn or otherwise benefit educationally from their use of the Services; Any action taken in connection with an investigation by Company Parties or law enforcement authorities regarding your access to or use of the Services; Any action taken in connection with copyright or other intellectual property owners or other rights owners; Any errors or omissions in the Services’ technical operation; or Any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, inaccuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if Company Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action of contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, force majeure, telecommunications failure, or destruction of the Services).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES’ TOTAL LIABILITY TO YOU IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES AND YOUR RIGHTS UNDER THESE TERMS EXCEED THE AMOUNT PAID BY YOU TO US DURING THE PREVIOUS TWELVE MONTHS FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION.
Online Teacher shall indemnify and hold harmless Company from any claims, losses, damages, injuries, or liabilities arising from Contractor's gross negligence, recklessness, fraud or other conduct involving moral turpitude. Termination of this Agreement shall not terminate the indemnification obligations of this section.
To the maximum extent allowed by law, you agree to indemnify, defend and hold harmless the Company Parties from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from: (a) your breach or alleged breach of these Terms; (b) your use of the Services or activities in connection with the Services; (c) your User-Generated Content; (d) your violation of any law, rule or regulation; (e) your violation of any third party rights; or (f) gross negligence, recklessness, fraud or other conduct involving moral turpitude. The Company Parties reserve the right to assume, at their sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with the Company Parties in asserting any available defenses. You will not, in any event, settle any claim without our prior written consent. If any child you authorize to use or access the Services disaffirms any or all of these Terms, you agree to defend, indemnify and hold us harmless for any damages we suffer by the child’s disaffirmance.
In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), our designated agent to receive notices of copyright infringement is Cristobal Viedma, who may be reached by email at email at firstname.lastname@example.org, or by postal mail at Monkimun Inc 427 N Tatnall St #42597 Wilmington, Delaware 19801-2230 USA. If you believe that your material has been posted on, or distributed via, the Services in a way that constitutes copyright infringement, please provide the following information as required by the DMCA: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (the “complaining party”); (ii) identification of the copyright work(s) claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party; (v) a statement that the complaining party (name, address, telephone number, and email address) has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The DMCA provides that a person who knowingly materially misrepresents that material or an activity is infringing may be subject to liability. We may send the information in the notice from the complaining party to the person who provided the allegedly infringing material.
A. Wireless Features. The Services may offer certain features and services that are available to you via your wireless Internet Device (collectively, “Wireless Features”). Your carrier may charge standard messaging, data, and other fees, which may appear on your wireless bill or be deducted from your prepaid balance. Your carrier may prohibit or restrict certain Wireless Features, and certain Wireless Features may be incompatible with your carrier or wireless Internet Device. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Internet Device regarding us or other parties. If you have registered via the Services for Wireless Features, then you agree to notify us of any changes to your wireless number (including phone number) and update your Account to reflect the changes.
Under certain circumstances, we might ask Adult Users or Online Teachers for feedback or ideas as to their experiences with our Services. If you choose to provide us with feedback, you acknowledge and agree (i) that you have no expectation of review, compensation, or consideration of any type for any such feedback or ideas, and (ii) we will be free to use and exploit such feedback or ideas in our discretion and without compensation or obligation to you.
A. Termination and Suspension. We reserve the right to discontinue the Services or suspend or terminate your access to it, including any Accounts or User-Generated Content submitted by you, at any time, without notice, for any reason and without any obligation to you or any third party. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, or otherwise violates these Terms, then we may suspend or terminate your Account or deny you access to all or part of the Services. Any suspension or termination will not affect your obligations to us, including any payment obligations to us, and you will not be entitled to a refund of any payments. Upon suspension or termination of your access to the Services, or upon notice from us, your License to use the Services will terminate immediately.
B. Communications. When you communicate with us electronically, such as via a Services communication tool, you consent to receive communications from us electronically. Please note that we will do our best to respond to your inquiry, but it may take us some time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
C. Operation of Services; International Issues. We control and operate the Services from the U.S.A. If you use the Services from other locations, you are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply (e.g., any local education regulatory or data privacy laws). You and we disclaim any application of the Convention on Contracts for the International Sale of Goods.
D. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed unenforceable by a court or arbitrator, you agree that every attempt will be made to give effect to the parties’ intentions as reflected in that provision, and the remaining provisions contained in this Agreement will continue in full force and effect. You agree that these Terms, and Additional Terms, will not be construed against us because we drafted them.
E. Assignment. We may assign our rights and obligations under these Terms, or any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms, and any Additional Terms, may not be assigned by you, and you may not delegate your duties under them.
F. No Waiver. No waiver by us of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Monkimun Inc.
G. Updates to Terms. We reserve the right to modify these Terms, or any Additional Terms, from time to time in our sole discretion (“Updated Terms”). You agree that any Updated Terms will be effective immediately upon our posting them on the Services provided that (i) any modification to Section 6 related to dispute resolution shall not apply to any Dispute initiated prior to the applicable modification, and (ii) any modification to provisions related to fees and billing shall not apply to fees incurred prior to the applicable modification. If you do not cancel your Account within 7 days after receiving notice of Updated Terms as described above, or if you continue to use the Services after receiving notice of Updated Terms, you agree to comply with, and be bound by, the Updated Terms.
H. Survival. In the event of any termination of these Terms, whether by you or the Company, the following Sections will continue in full force and effect: Section 6 (Content), including but not limited to the Company’s right to use Your Content, Section 7 (Services and Content Use Restrictions), Section 8 (Linking to and from Our Services), Section 9 (Governing Law; including Arbitration and Dispute Resolution), Section 10 (Disclaimer of Representations and Warranties), Section 11 (Limitations of Liability), Section 13 (Infringement Policy and Reporting Procedure), Section 15 (Submission of Feedback), and Section 16 (General Provisions).
I. Entire Agreement. These Terms constitute the entire agreement and understanding between Company concerning the subject matter of the Terms and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms may not be altered, supplemented, or amended by the use of any other document(s), unless otherwise agreed to in a written agreement signed by you and Company. To the extent that anything in or associated with the Service is in conflict or inconsistent with these Terms, these Terms shall take precedence.
J. Contact Us. If you have any questions or concerns with respect to these Terms or the Services, you may contact us at email@example.com.