Payment Terms of Service
1. Key Terms
Eduspanish provides an online venue for language learning where Members, both Students and Teachers (terms defined below), can collaborate with each other and take advantage of the services (collectively, the “Services”). These Services are accessible at eduspanish.com and any other websites where Eduspanish makes the Services available (collectively, the “Site”), and applications for mobile, tablet, and other smart devices and application program interfaces (collectively, the “Application”).
If you are using the Site, these Terms of Service are between you and Eduspanish (Eduspanish is hereinafter referred to as “Eduspanish”, “we”, “us”, or “our”). Eduspanish will handle any and all payments and payouts conducted through or in connection with the Site, Application or Services (“Payment Services”). Payment Services provided by Eduspanish are subject to the Payments Terms of Service (“Payments Terms”).
“Content” means all Content that Eduspanish makes available through the Site, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.
“Member Account” means the Eduspanish Account you open when you register to become a Member and use the Services.
“Member” means a person or legal entity that registers for an Account.
“Services” means any of the Connection or Payment Services that are delivered by Eduspanish.
“Student” means a Member that purchases Teaching Services.
“Teaching Services” means all Services delivered by Teachers. These include paid lessons, packages, courses and memberships.
“User” means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.
“Visitor” means a person who is only visiting the Site, not a Member or User.
“You” means a Visitor or Member accessing the Site or using the Services on his or her own behalf; or, if the Services are used on behalf of a company or organization, “you” means the Member for which the Services are used and the User who accesses the Site or Application on behalf of such Member (and such User represents that he or she has the authority to do so on the Member’s behalf).
2. Terms of Service
By using the Site, Application or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Content (defined below), and your participation in the Referral Program (defined below), and constitute a binding legal agreement between you and Eduspanish. In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Content) 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 Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Content.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Eduspanish reserves the right, at its sole discretion, to modify the Site or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site provide you with notice of the modification. We will also update the “Last Updated” date at the top of these Terms. By continuing to access or use the Site after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site is intended solely for persons who are 18 or older. Any access to or use of the Site by anyone under 18 is expressly prohibited. By accessing or using the Site, you represent and warrant that you are 18 or older.
For users in the United States, Eduspanish may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside the United States, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from Eduspanish’s vendors.
5. How the Site Works
The Site can be used to provide an online venue where Members, Students and Teachers, can collaborate with each other and take advantage of Connection Services and Payment Services for language learning.
Connection Services. The Site or Application is a venue where:
Members may upload information related to language learning.
Members conduct searches, connect with, choose, and engage each other for the purposes of language learning.
Students conduct searches, connect with, choose, and engage Teachers directly for language instruction.
Teachers advertise their capabilities, respond to inquiries, connect with and engage to provide their Services directly to Students.
In providing the Connection Services, Eduspanish only provides the venue for Students and Teachers to find and contract with each other.
Payment Services. The Site is a platform for Students seeking online languages lessons or other language learning services to connect with Teachers seeking to provide online language lessons and other language learning services.
You agree to Eduspanish’s Payment Terms of Service at eduspanish.com/paymentterms.
Teacher Services. Teacher services are described in more detail on the Teacher Terms of Service.
If you are accepted to be a Teacher, you agree to Eduspanish’s Teacher Terms of Service at eduspanish.com/teacherterms.
Unless explicitly specified otherwise in the Eduspanish platform, Eduspanish’s responsibilities are limited to facilitating the availability of the Site, Application and Services.
6. Account Registration
In order to access certain features of the Site and to participate in language learning Connection Services and Payment Services on Eduspanish, you must register to create an account (“Eduspanish Account”) and become a Member. You may register to join directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites (“SNS”) (including, but not limited to, Facebook; each such account is a “Third-Party Account”), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Eduspanish Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Eduspanish through the Site, Services or Application; or (ii) allowing Eduspanish to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Eduspanish and/or grant Eduspanish access to your Third-Party Account (including, but not limited to, for use 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 Eduspanish to pay any fees or making Eduspanish subject to any usage limitations imposed by such third-party service providers. By granting Eduspanish access to any Third-Party Accounts, you understand that Eduspanish will access, make available and store personal information.
Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Eduspanish Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Eduspanish’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Eduspanish Account and your Third-Party Accounts, at any time, by accessing the “Settings” section of the Site and Application.
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. Eduspanish makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Eduspanish is not responsible for any SNS Content.
Your Eduspanish Account and your Eduspanish Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Eduspanish 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. Eduspanish reserves the right to suspend or terminate your Eduspanish Account and your access to the Site, Application and Services if you create more than one (1) Eduspanish 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 Terms of Service.
You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Eduspanish Account, whether or not you have authorized such activities or actions. You will immediately notify Eduspanish of any unauthorized use of your Eduspanish Account.
7. General Member Terms
Our Services are available only to legal entities and individuals in business who can form legally binding contracts. To register for an Account with Eduspanish and become a Member, you must accept all of the terms and conditions in, and linked to, the Terms of Service. Eduspanish reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.
It is the sole responsibility of each registered Member that all personal details, including contact email addresses are up to date and accurate at all times. By accepting these terms and conditions all Members hereby release Eduspanish from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, which arise due to inaccurate personal information being held on the site or application. All Members are solely responsible for the content and accuracy of any information published by them on Eduspanish.
Eduspanish reserve the right to suspend or terminate the membership of any registered Member for any reason. No refunds, payments or compensation of any kind will be paid to Members whose registration has been terminated due to breach of these terms and conditions.
9. Intellectual Property
Eduspanish and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site or Application. The Eduspanish logo and name are trademarks of Eduspanish, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site or Application may be the trademarks of their respective owners.
10. Site and Application License
Subject to and conditioned on compliance with the Terms of Service, Eduspanish grants you a limited license to access and, if you are a Member, to use this Site or Application internally for the purpose of ordering and receiving the Services available and authorized from this Site or Application. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site or Application in any way for any public or commercial purpose without prior written consent of Eduspanish or the rights holder, unless such actions have previously been expressly permitted by Eduspanish or the rights holder for the content in question. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site or Application unless expressly permitted by law. This Site or Application or any portion of this Site or Application may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Eduspanish.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Eduspanish 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 Eduspanish 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.
12. Enforcement of Terms of Service
We may suspend or cancel your Member Account if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms of Service, or violated our rights or those of another party. Without limiting Eduspanish’s other remedies, we will suspend or terminate your Member Account and refuse to provide any Services to you if: (a) you breach any terms and conditions of the Terms of Service and the other written policies and procedures posted on the Site or Application; (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 Users or for Eduspanish.
Once suspended or terminated, you may not continue to use the Eduspanish service under a different Account or re-register under a new Account. This includes usage of any associated Payment Services. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If a User or Member engages in actions or activities which circumvent the Site or Application or otherwise reduces service fees owed Eduspanish under the Terms of Service, that User or Member will be liable to Eduspanish for the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of Eduspanish membership. Eduspanish reserves the right to terminate any User or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. When your membership is canceled, you may no longer have access to data, messages, files and other material you keep on the Site or Application.
THE SERVICES PROVIDED BY EDUSPANISH OR ANY OF OUR LICENSORS OR TEACHERS ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, 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). 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 WEB SITE OR APPLICATION 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.
14. Limitation of Liability
IN NO EVENT SHALL WE OR OUR LICENSORS OR TEACHERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, 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.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, 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. 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.
You agree to defend, hold harmless and indemnify Eduspanish from and against any and all losses, costs, expenses, damages or other liabilities incurred by Eduspanish from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Eduspanish: (a) in connection with your use of the Services including any payment obligations incurred through use of the Services; or (b) resulting from: (i) your use of the Site or Application(ii) your decision to supply credit information via the Site or Application, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site or Application; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Teacher; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations as a Teacher or to a Teacher. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
16. Accessing and Downloading the Application from iTunes
The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):
You acknowledge and agree that (i) these Terms are concluded between you and Eduspanish only, and not Apple, and (ii) Eduspanish, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Eduspanish and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Eduspanish.
You and Eduspanish acknowledge that, as between Eduspanish and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Eduspanish acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Eduspanish and Apple, Eduspanish, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
You and Eduspanish acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
17. Entire Agreement
Except as they may be supplemented by additional Eduspanish policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms (and the terms below) constitute the entire and exclusive understanding and agreement between Eduspanish and you regarding the Site, Application, Services, Content, and any Teaching Services Requests made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Eduspanish and you regarding bookings or listings of Accommodations, the Site, Application, Services, and Content.
18. Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13.
You may not assign or transfer these Terms, by operation of law or otherwise, without Eduspanish’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Eduspanish may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these 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, Eduspanishi will communicate with you by email or by posting communications on this Site or Application. 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 Eduspanish sends it to the email address you have provided to Eduspanish on this Site or Application, or when Eduspanish posts such communication on this Site or Application. You must keep your email address updated on this Site or Application, and you must regularly check this Site or Application for postings. If you fail to respond to an email message from Eduspanish regarding violation, dispute or complaint within two business days, Eduspanish will have the right to terminate or suspend your membership or your registration.
21. Controlling Law and Jurisdiction
The Terms of Service are governed in all respects by the laws of Colombia without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Eduspanish must be resolved by a court located in Colombia, or as described in the Arbitration Option paragraph below. You hereby submit to the personal jurisdiction of the courts located within Colombia for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site or Application must be commenced within 30 days after it arises, or the cause of action is barred.
22. Dispute Resolution
If a dispute arises between you and Eduspanish, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and Eduspanish agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Eduspanish Services (a “Claim”) in accordance with this section entitled “Dispute Resolution.” Before resorting to these alternatives, you agree to first contact us directly to seek dispute assistance by going to Customer Service.
The failure of Eduspanish to enforce any right or provision of these 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 Eduspanish. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.