Terms of Service(Last Updated on 31 August, 2020)
Please read these italki Terms of Service (the "italki Terms" or "italki Terms of Service") carefully as they govern (i) your access to and use of our Sites, (ii) your access to and use of our Applications, or (iii) your access to and use of our services that link to or reference these italki Terms, and contain important information about your legal rights, remedies and obligations. The Site, Application and other italki services together are hereinafter collectively referred to as the "italki Platform". By accessing or using the italki Platform, you are agreeing to these italki Terms and concluding a legally binding contract with italki, whether or not you become a registered user of the italki Platform. Certain areas of the italki Platform may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these italki Terms and the terms and conditions posted for a specific area of the italki Platform, the terms and conditions that are specific to that area will take precedence with respect to your use of, or access to, that area of the italki Platform.
You may be referred to in this italki Terms as "you" or "your", or may be referred to specifically in your applicable role as a Company or an Authorized User (each as defined below). If you are entering into this italki Terms on behalf of a company or other legal entity (such company or legal entity, the "Company"), this italki Terms shall be a binding agreement between italki and the Company that you represent, and you represent that you have the authority to bind such Company, its users, and its affiliates to this italki Terms. In that case, the terms "you" or "your" shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this italki Terms, you may not use the Service. If you are entering into this italki Terms as an individual and not on behalf of a company or other legal entity, this italki Terms shall be a binding agreement between italki and you personally. You acknowledge that this italki terms is a contract between you and italki, even though it is electronic and is not physically signed by you and italki, and it governs your use of the Service.
Do not access or use the italki Platform if you are unwilling or unable to be bound by these italki Terms.
Table of Contents
- Description of Services
- italki Account
- Virtual Currency of Lingbe Product
- License Grant
- Member Content
- Enforcement of italki Terms of Service
- Limitation of Liability
- Suspension, Termination or Cancellation
- Entire Agreement
- Governing Law and Jurisdiction
- Dispute Resolution; Binding Arbitration and Class Action Waiver
- Contacting Customer Service
"Applications" means the applications for mobile, tablet, and other smart devices and application program interfaces provided by italki, including but not limited to the mobile applications entitled as "italki" and "Lingbe".
"italki", "we", "us", or "our" means (i) italki HK Limited, with respect to Members that access and use of the italki Service; and (ii) Lingbe, S.L., with respect to Members that access and use of the Lingbe Service.
"italki Content" means any content that italki creates and makes available in connection with the italki Platform, including proprietary italki content and any content licensed or authorized for use by or through italki from a third party, but excluding Member Content.
"italki Product" means the Application(s) of "italki", the Site "www.italki.com" and any website operated by italki HK Limited.
"Lingbe Product" means the Application(s) of "Lingbe", the Site "www.lingbe.com" and any website operated by Lingbe, S.L..
"Member Content" means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.
"Sites" means italki’s websites, including but not limited to www.italki.com and www.lingbe.com.
"Student" means a Member that purchases Teacher Services.
"Teacher" means a Member that offers and delivers Teacher Services.
"Teacher Services" means all services delivered by Teachers as described in the Teacher Policy, including but not limited to paid lessons, packages and other services rendered where italki Credits (as defined in Payment Policy) are exchanged.
The italki Platform is an online venue for language learning where registered users ("Members") may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that italki is not a party to any agreements entered into between Students and Teachers or between Members, nor is italki a language services broker or agent. italki has no control over the conduct of Students, Teachers, Members or other users of the italki Platform or over any services provided by Teachers or other Members over the italki Platform, and disclaims all liability in this regard to the maximum extent permitted by law.
If you choose to teach on the italki Platform, you understand and agree that your relationship with italki is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venturer or partner of italki for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of italki. italki does not control, and has no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of italki, including by using any italki intellectual property in an unauthorized or in appropriate manner.
italki reserves the right, at its sole discretion, to modify the italki Platform and to modify these italki Terms, at any time and without prior notice. If we modify these italki Terms, we will either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification. We will also update the "Last Updated" date at the top of these italki Terms. By continuing to access or use the italki Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified italki Terms. If the modified italki Terms are not acceptable to you, your only recourse is to cease using the italki Platform.
The italki Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law.
WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH TEACHER ON THE ITALKI PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF TEACHERS AND THE ACCURACY OF THE INFORMATION TEACHERS PROVIDE VIA THE ITALKI PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER ITALKI NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE ITALKI PLATFORM. ITALKI AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE ITALKI PLATFORM.
5. Description of Services
5.1 italki Services
italki’s services includes:
- Connection Services. italki provides Members with access to and use of the italki Platform, which is an online venue where (a) Members can upload, submit, store, send and receive content related to language learning; (b) Members can conduct searches, connect with, choose, and engage each other for the purposes of language learning and instant language practice; (c) Students can conduct searches, connect with, choose, and engage Teachers directly for language instruction and Teacher Services; (d) Teachers can advertise their capabilities, respond to inquiries, connect with and engage Students to provide them with their Teacher Services (collectively, "Connection Services"). For the avoidance of doubt, in providing the Connection Services, italki only provides the venue for Members, including Students and Teachers, to find and contract with each other, and italki does not take part in direct interactions between Members.
- Payment Services. For Students and Teachers, italki also provides certain payment processing services, credit purchase and payment tools, dispute resolution procedures and assistance, and other services in accordance with italki’s Payment Policy (collectively, "Payment Services"). Payment Services do not include Connection Services.
- Business Services. If a Member is a Company, such Member may authorize additional individuals and/or their employees (the "Employees") to use of the italki Platform, including but not limited to the Connection Services and Payment Services. The Company may (i) track Employees’ completed lessons, (ii) add or remove any Employees from access to or the use of italki Platform, (iii) control, refill or shift their italki credits balances within such Company’s italki Account (as defined below). The Company may also review the Employees’ language learning performance report through its italki Account. For the avoidance of doubt, an Employee shall be considered as a "Student".
5.2 Teacher Services
Teachers may provide certain Teacher Services through the italki Platform. If you are accepted to be a Teacher, you agree to italki's Teacher Policy. All Members hereby acknowledge that the Teacher Services are solely provided by Teachers and are not provided by italki. italki’s responsibility with respect to Teacher Services is limited to facilitating the availability of the italki Platform.
6. italki Account
6.1 Account Registration
In order to use many of the features that are offered through the italki Platform, you must create an account ("italki Account") and become a Member.
You may not have more than one (1) active italki Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. italki reserves the right to suspend or terminate your italki Account and your access to the italki Platform if you create more than one (1) italki Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these italki Terms.
In addition, to create an italki Account, italki may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. italki may refuse to grant you a username in italki’s sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by italki in italki’s sole discretion. Your selection and use of a specific username do not convey any ownership or rights in that username and italki reserves the right to revoke and/or reassign that username in italki’s sole discretion. You understand and agree that italki reserves the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in italki’s sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR ITALKI ACCOUNT, INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE ITALKI PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR ITALKI ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR ITALKI ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE ITALKI TERMS.
You agree to notify italki immediately of any unauthorized use of your italki Account. We reserve the right to close your italki Account at any time if you violate these italki Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.
6.2 Third-Party Account
You can also register to become a Member by logging into your account with certain third-party social networking sites ("SNS") including, but not limited to, Facebook and WeChat (each such account is a "Third-Party Account"), through our Sites or Applications. Unless you add your email address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or italki's access to such Third-Party Account is terminated by you or the third-party service provider, then you are no longer be able to log into any italki Platform through such Third-Party Account.
6.3 Link your italki Account with Third-Party Account
As part of the functionality of the italki Platform, you may link your italki Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to italki through the italki Platform; or (ii) allowing italki to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to italki and/or grant italki access to your Third-Party Account (including, but not limited to, for use by italki for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating italki to pay any fees or making italki subject to any usage limitations imposed by such third-party service providers. By granting italki access to any Third-Party Accounts, you understand that italki will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the italki Platform via your italki Account and italki Account profile page. Unless otherwise specified in these italki Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these italki Terms.
If you choose to link Third-Party Accounts with your italki Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-Party Accounts might be available on and through the italki Platform via your italki Account and italki Account profile page. You have the ability to disable the connection between your italki Account and your Third-Party Accounts at any time by accessing the "Settings" section of the Sites or Applications. If you disable the connection between your italki Account and your Third Party Accounts, then SNS Content from that Third Party Account will no longer be available on and through the italki Platform, and you will no longer be able to access your italki Account through such Third Party Account.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. italki makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and italki is not responsible for any SNS Content.
Your italki Account and your italki Account profile page will be created for your use of the italki Platform based upon the information you provide to us or that we obtain through a Third-Party Account that you link with your italki Account as described above.
6.4 Link to a Company
If you are an Employee of a Company, during the registration process, you may identify a Company with whom your profile and italki Account is associated. Alternately, your individual profile may have been created by an authorized representative of the Company, and your profile and italki Account will be associated with such Company. If your italki Credits, Teacher Services and Payment Services are provided or scheduled by a Company, you may lose access to such italki Credits, Teacher Services and Payment Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and (b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.
7. Virtual Currency of Lingbe Product
7.1 Virtual Currency License
You acknowledge that the Lingbe Product may include a component of virtual credits or currency called "Lingos" ("Virtual Currency"). The Virtual Currency may only be used within the Lingbe Product in exchange for the service times of the Lingbe Product. Regardless of the terminology used, Virtual Currency represents a limited license right governed solely under these italki Terms, and are not redeemable for any sum of money or monetary value from italki or any other person or entity at any time. Virtual Currency provided by italki include only a limited license right to use such Virtual Currency. Other than a limited, personal, revocable, non-transferable, non-sublicensable license to use Virtual Currency on and in the Lingbe Product, you agree that you have no right, title or ownership in or to any such Virtual Currency. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY HAS NO CASH VALUE AND THAT NEITHER ITALKI NOR ANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL CURRENCY FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT, IF YOUR ITALKI ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IF YOUR RIGHT TO ACCESS The LINGBE PRODUCT IS TERMINATED, THE VIRTUAL CURRENCY AND YOUR ITALKI ACCOUNT SHALL HAVE NO VALUE.
7.2 Virtual Currency Fees
We reserve the right to charge fees for the right to access or use Virtual Currency, and/or may distribute Virtual Currency without charge, in our sole discretion. You acknowledge and agree that we may revise or take action that impacts the perceived value of, or pricing for, any Virtual Currency at any time except to the extent that we agree otherwise in writing. Virtual Currency will expire after 12 months of non-use of your italki Account.
7.3 Managing Your Virtual Currency. All purchases of Virtual Currency are final and under no circumstances will be refundable, transferable or exchangeable
By purchasing Virtual Currency, you are confirming that you want the Virtual Currency immediately credited to your italki Account and that by doing so you lose any cancellation rights under applicable laws.
We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency as we see fit in our sole discretion, and we shall have no liability to you or anyone else for the exercise of such rights. For example, Virtual Currency will be lost, deleted from your italki Account or forfeited when/if your italki Account is terminated, suspended or closed for any reason or when we discontinue any or all of the Lingbe Product, including without limitation any services provided or offered through third party platforms.
We reserve the right, in our sole discretion, to make all calculations regarding the balance of Virtual Currency in your italki Account. We further reserve the right, in our sole discretion, to determine the amount of Virtual Currency that is credited and debited from your italki Account in connection with your use of the Lingbe Product. While we strive to make all such calculations on a consistent and reasonable basis, you hereby acknowledge and agree that our determination of the amount of Virtual Currency in your italki Account is final, unless you can provide documentation to us that such calculation was or is intentionally incorrect.
7.4 Transfers of Virtual Currency; Unauthorized Transactions
Any unauthorized transferring, trading, selling or exchanging of any Virtual Currency or italki Accounts ("Unauthorized Transactions") with anyone, including with other users of the Lingbe Product, is not sanctioned by us and is strictly forbidden. All Members who participate in such activities do so at their own risk and hereby agree to indemnify italki against any and all consequences resulting from such actions. You acknowledge that italki may stop, suspend, terminate, discontinue or reverse any Unauthorized Transactions when italki suspects or has evidence of fraud, violations of these italki Terms, violations of any other applicable law or regulation or any intentional act designed to interfere at all with the normal operation of the Services. You further agree that italki may, in italki’s sole discretion, reverse any transaction if such reversal is in italki’s best interest, or may debit your balance of Virtual Currency, including without limitation, taking actions, which may cause your balance to be zero and/or a negative amount. italki may, in italki’s sole discretion, terminate, suspend or modify your italki Account if you engage or assist in any Unauthorized Transactions. Verification of certain information applicable to a transaction involving Virtual Currency may be required prior to our acceptance thereof. In addition, as a condition to receiving certain Virtual Currency or other awards for participating in promotions, giveaways, contests or sweepstakes, you may be required to provide additional information about yourself in our marketing materials. You acknowledge and agree that italki shall have no liability for the use or loss of such information and/or Virtual Currency due to any unauthorized third party activity, such as hacking, phishing, password mining, social engineering and/or any other unauthorized third party or other user’s activity. italki may replace such lost Virtual Currency under certain circumstances, at italki’s sole discretion on a case-by-case basis, without incurring any obligation or liability. You may be required to provide the italki or our designated representative with your credit card number or other billing information, and related information, in order to purchase Virtual Currency. italki may also provide you with the option of participating in third party offers to receive Virtual Currency.
7.5 Purchasing Virtual Currency
You may pay for Virtual Currency by using the Lingbe Product or any alternate billing and payment provider (such as iTunes and Google Checkout) identified on the Lingbe Product. We will not supply any products or services to you until the alternative billing and payment provider has authorized the use of your credit card or other applicable method for payment. If you use the services of an alternate billing and payment provider, you will be bound by that third party provider’s terms and conditions, which are available from such provider. You may be required to create an account with such alternate provider, and to provide such provider with your bank account or credit or debit card details.
All content made available through italki Platform is either owned by italki or italki’s licensors, or is licensed to italki and italki’s licensors pursuant to Section 10 (Member Content). As between you and italki, you own your Member Content. We own the italki Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the italki Platform excluding Member Content. As between you and italki, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world associated with the italki Content and the italki Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the italki Platform and the italki Content are retained by italki.
9. License Grant
Subject to and conditioned on compliance with these italki Terms, italki hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, terminatable license to access and use the italki Platform. Except as expressly set forth in these italki Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole or in part, the italki Content, other Members’ Member Content and the italki Platform without italki’s or our licensors’ express prior written permission.
The licenses granted to you are conditioned upon your proper conduct and compliance with these italki Terms at all times, as judged by italki in italki’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the italki Platform.
10. Member Content
We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the italki Platform, you hereby grant to italki a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of, or to promote or market the italki Platform. italki does not claim any ownership rights in any Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the italki Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the italki Platform or through italki promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to italki the rights in such Member Content, as contemplated under these italki Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your Member Content or italki’s use of your Member Content (or any portion thereof) on, through or by means of the italki Platform or italki promotional campaigns will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
If you are a Teacher, you may share your Member Content with your Students.
italki respects copyright law and expects its Members to do the same. If you believe that any content on the italki Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.
We are under no obligation to enforce the italki Terms on your behalf against another Member. While we encourage you to let us know if you believe another Member has violated the italki Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
11.1 Improper Use
You agree not to, and will not assist, encourage, or enable others to use the italki Platform to:
- Violate any third party's rights, including any breach of confidentiality, or any infringement of copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right;
- Upload any content that is indecent, libelous, defamatory, obscene, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable;
- Solicit personal information from minors, or submit or transmit pornography;
- Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
- Promote a business or other commercial venture or event, or otherwise use the italki Platform for commercial purposes, except as expressly permitted by italki or contemplated by these italki Terms;
- Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the italki Platform’s search results or the search results of any third-party website; or
- Violate any applicable law.
11.2 Additional Restrictions
You also agree not to, and will not assist, encourage, or enable others to:
- Violate these italki Terms;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade or in any way exploit the italki Platform, any italki Content or other Members’ Member Content, except as expressly authorized by us;
- Use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the italki Platform, any italki Content or other Members’ Member Content;
- Reverse engineer any portion of the italki Platform;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the italki Platform or on any materials printed or copied from the italki Platform;
- Record, process or mine information about other Members;
- Access the italki Platform by means other than through the public interfaces we provide to you;
- Reformat or frame any portion of the italki Platform;
- Take any action that imposes, or may impose, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the italki Platform, as determined by italki in italki’s sole discretion;
- Attempt to gain unauthorized access to the italki Platform, italki Accounts, computer systems or networks connected to the italki Platform through hacking, password mining or any other means;
- Use the italki Platform, any italki Content or other Members’ Member Content to transmit any computer viruses, worms, defects, Trojan horses or any other computer code, files or programs designated to interrupt, destroy or limit the functionality of the italki Platform;
- Use any device, software or routine that interferes with the proper working of the italki Platform or otherwise attempt to interfere with the proper working of the italki Platform;
- Use the italki Platform to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the italki Platform, any italki Content or other Members’ Member Content;
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the italki Platform, features that prevent or restrict the use or copying of any italki Content, or other Members’ Member Content or features that enforce limitations on the use of the italki Platform;
- Authorize any third party to use italki Platforms, including but not limited to Teacher Services, through your italki Account, or schedule any Teacher Services on behalf of any individuals other than yourself, except that the Company authorizes its Employee to use italki Platforms, and schedule the Teacher Services on behalf of its Employees;
- Schedule and/or provide for any Teacher Service outside of the italki Platform;
- Make, accept, or receive any payment in connection with the Teacher Service outside of the italki Platform; or
- Solicit and/or recruit italki Members to work or study on other software or language learning platforms.
The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, italki reserves the right to determine what conduct italki considers to be in violation of these italki Terms or otherwise outside the intent or spirit of the italki Platform. italki reserves the right to take action as a result of any such violation, which may include terminating your italki Account and prohibiting you from using the italki Platform in whole or in part.
The italki Platform may contain links to third-party websites or resources. You acknowledge and agree that italki is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by italki of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.
13. Enforcement of italki Terms of Service
We may suspend or cancel your italki Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of these italki Terms, or violated our rights or those of a third-party in connection with your use of the italki Platform. Without limiting italki's other remedies, we will suspend, cancel or terminate your italki Account, suspend your ability to use certain portions of the italki Platform, freeze or confiscate your italki Credits (as defined in the Payment Policy) and/or ban you altogether from the italki Platform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these italki Terms or any other written policies and procedures posted on the italki Platform, including but not limited to italki Policies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for italki.
Once suspended or terminated, you may not continue to use the italki Platform under a different italki Account or re-register under a new italki Account. This includes usage of any associated Payment Services. In addition, violations of these italki Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the italki Platform or otherwise reduce service fees owed or paid to italki under these italki Terms, you will be liable to italki for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your italki Account. italki reserves the right to terminate any Member or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files and other material you store at the italki Platform.
THE ITALKI PLATFORM PROVIDED BY ITALKI AND THE SERVICES PROVIDED BY ITALKI, ANY OF OUR LICENSORS OR TEACHERS ARE PROVIDED ON AN "AS IS," AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND "WITH ALL FAULTS", WITH THE EXPRESS UNDERSTANDING THAT ITALKI MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. ITALKI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE ITALKI PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE ITALKI PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN ADDITION, NOTWITHSTANDING ANY FEATURE A STUDENT MAY USE TO SELECT A TEACHER, EACH STUDENT IS RESPONSIBLE FOR SELECTING THEIR TEACHER AND NEGOTIATING A CONTRACT AND ITALKI DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A STUDENT ON THE ITALKI PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR TEACHER. ITALKI DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY TEACHER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.
15. Limitation of Liability
IN NO EVENT SHALL ITALKI, OUR LICENSORS OR THE TEACHERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE ITALKI TERMS, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU
NOTWITHSTANDING ANY OTHER PROVISION OF THESE ITALKI TERMS, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE ITALKI PLATFORM PROVIDED UNDER THESE ITALKI TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.
You agree to indemnify, defend and hold italki harmless, including against all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the italki Platform, (ii) your decision to submit postings and accept offers from other Member, (iii) any breach of contract or other claims made by Members with which you conducted business through the italki Platform, (iv) your violation of these italki Terms, (v) any products or services purchased or obtained by you in connection with the italki Platform, (vi) any liability arising from the tax treatment of payments to Teachers, (vii) any negligent or intentional wrongdoing committed by you on or through the italki Platform, (viii) any infringement by you, or any third party using your italki Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Teacher or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as a Teacher or to a Teacher. italki reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify italki and you agree to cooperate with italki’s defense of these claims. You agree not to settle any such matter without the prior written consent of italki. italki will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.
17. Suspension, Termination or Cancellation
17.1 Termination By You
You may terminate these italki Terms at any time by closing your italki Account, discontinuing your use of the italki Platform and deleting the Applications from your device. You have the right to cancel your italki Account at any time.
17.2 Termination by italki
We may suspend, cancel or terminate your italki Account, suspend your ability to use certain portions of the italki Platform, freeze or confiscate your italki Credits (as defined in the Payment Policy) and/or ban you altogether from the italki Platform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you, a related person, or your Employee (to the extent you are a Company) has engaged in any of the restricted conduct described in Section 11 (Restrictions) or otherwise violated or may have violated these italki Terms and/or any italki Policies, or (b) your italki Account and use of the italki Platform have been inactive for more than twelve (12) months. To the extent that you violate these italki Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the italki Platform. We are under no obligation to compensate you for any such losses.
We reserve the right to stop making available any one or more of the italki Platform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you. Your license to the italki Platform automatically ends when we terminate access to such italki Platform. Any such action could prevent you from accessing your italki Account, the italki Platform, any italki Content, or any other related information.
In the event of any termination of these italki Terms, whether by you or italki, the following Sections will continue in full force and effect: Section 8 (Ownership), Section 10 (Member Content), including but not limited to italki’s right to use your Member Content, Section 11 (Restrictions), Section 12 (Links), Section 13 (Enforcement of italki Terms of Service), Section 14 (Disclaimers), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 17 (Suspension, Termination or Cancellation), Section 18 (Entire Agreement), Section 19 (Assignment), Section 20 (Notices), Section 21 (Governing Law and Jurisdiction), Section 21 (Dispute Resolution), Section 23 (Feedback) and Section 24 (General).
18. Entire Agreement
Except as they may be supplemented by additional italki policies, guidelines, standards, or terms for a specific product, feature, service or offering, these italki Terms together with the italki Policies constitute the entire and exclusive understanding and agreement between italki and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between italki and you in relation to your access to and use of the italki Platform.
You may not assign or transfer these italki Terms, or any rights or obligations hereunder, by operation of law or otherwise, without italki's prior written consent. Any attempt by you to assign or transfer these italki Terms without such consent will be null and of no effect. italki may assign or transfer these italki Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these italki Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Unless you otherwise indicate in writing to customer service in accordance with Section 25 (Contacting Customer Service), italki will communicate with you by email or by posting communications on the italki Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when italki sends the communication to the email address you have provided to italki on the italki Platform, or when italki posts such communication on the italki Platform. You must keep your email address updated on the italki Platform, and you must regularly check the italki Platform for postings. If you fail to respond to an email message from italki regarding violation, dispute or complaint within two business days, italki will have the right to terminate or suspend your italki Account.
All notices to italki intended to have a legal effect concerning these italki Terms must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
For Members that access and use of the italki Product:
italki HK Limited.
Suite 2004, 20/F., Tower 5, China Hong Kong City
33 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong
For Members that access and use of the Lingbe Product:
Cronos 10, 28037
Such notices to italki are deemed effective upon receipt.
21. Governing Law
21.1 For Residents Outside of the United States
Except as otherwise specified in Section 21.2 below, any claims arising out of the italki Platform or these italki Terms will be subject to the laws of Hong Kong, without reference to conflict of laws principles.
21.2 For Residents in the United States
Any claims arising out of the italki Platform or these italki Terms that are brought in the United States will be subject to the laws of the State of California without reference to conflict of laws principles.
22. Dispute Resolution; Binding Arbitration and Class Action Waiver
READ THIS SECTION 22 CAREFULLY. THIS SECTION 22 MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
22.1 Informal Dispute Resolution
Our customer service department is available as noted in Section 25 (Contacting Customer Service) to address any concerns, disputes, claims or controversies you may have regarding the italki Platform, these italki Terms or the relationship between you and italki (collectively, "Disputes"). Most Disputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
22.2 Dispute Resolution for Residents outside of the United States
In the event that the parties do not agree upon a resolution in connection with a Dispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 23.1 (Initial Dispute Resolution), except as otherwise specified in Section 23.3 (Dispute Resolution for Residents in the United States) below, you and italki expressly agree that any claim or action arising out of or relating to italki Platform or these italki Terms shall be submitted by any party to be finally resolved by arbitration by written notice to the other party. The arbitration shall be conduced in Hong Kong under the auspices of the Hong Kong International Arbitration Center ("HKIAC"). The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the arbitration rules of the HKIAC in effect at the time of the arbitration.;
22.3 Dispute Resolution for Residents in the United States
If you are domiciled in and/or use the italki Platform in the United States, this Section 22.3 applies to you.
Agreement to Arbitrate. If the parties do not agree upon a resolution in connection with a Dispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 22.1 (Initial Dispute Resolution), then either party may initiate binding arbitration as the sole means to formally resolve claims (the "Agreement to Arbitrate"), subject to the terms set forth below. Specifically, all Disputes shall be finally settled by binding arbitration administered by the American Arbitration Association (the "AAA"). The arbitration proceedings shall be governed by AAA’s Commercial Arbitration Rules (the "AAA Rules") and, where appropriate, AAA’s Supplementary Procedures for Resolution of Consumer-Related Disputes (the "AAA Consumer Rules"). This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act shall apply to the interpretation, applicability, enforceability and formation of these italki Terms notwithstanding any other choice of law provision contained in these italki Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these italki Terms, including without limitation any claim that all or any party of these italki Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
The AAA Rules and the AAA Consumer Rules are both available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited in arbitration than in court.
- Location. The arbitration will take place at any reasonable location within the United States convenient for you.
- Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND ITALKI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITALKI’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this subsection is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Disputes.
- Exception – Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all Disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the italki Platform under this Agreement. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
- 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Section 22.3(i) (Agreement to Arbitrate), Section 22.3(ii) (Location) and Section 22.3(iii) (Class Action Waiver) above by sending written notice of your decision to opt-out pursuant to Section 20 (Notice). The notice must be sent within 30 days of your first access or use of the italki Platform; otherwise you will be bound to arbitrate Disputes in accordance with the terms of those Sections. If you opt-out of these arbitration provisions, italki also will not be bound by such provisions.
By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against italki and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.
The failure of italki to enforce any right or provision of these italki Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of italki. Except as expressly set forth in these italki Terms, the exercise by either party of any of its remedies under these italki Terms will be without prejudice to its other remedies under these italki Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these italki Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these italki Terms will remain in full force and effect.
25. Contacting Customer Service
If you wish to report a violation of these Terms, have any questions or need assistance, please contact italki customer service as follows:
For Members that access and use of the italki Product:
Online Support: https://support.italki.com
Email: [email protected]
For Members that access and use of the Lingbe Product:
Email: [email protected]