The following terms of service, (these “Terms”) are entered into by and between you and Talaera Inc. (“Talaera,” “Company,” “we,” “us” or “our”).  These Terms govern your access to and use of our website (our “Site”), our platform (“Platform”), our application (“App”) or any other products and services made available by us (collectively, the “Services”).

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Please read these Terms carefully. By accessing or otherwise using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you (1) acknowledge that you have read and understood these Terms, (2) represent and warrant that you meet all of our eligibility requirements for using the Services as described in these Terms, and (3) accept and agree to be bound by these Terms, including any other terms applicable to the Services that are incorporated herein by reference.  Your use of the Services is contingent on your compliance with the terms and conditions outlined herein, and subject to such compliance we grant you a limited, non-exclusive, non-transferable, non-assignable right to access the Services, which access shall remain in effect unless and until terminated by you or us.

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If you are an individual accessing or using the site on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated, then you are agreeing to these terms on behalf of yourself and such organization (an “Organization”), and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Service and to any such Organization.

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THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW (AND SUBJECT TO THE EXCEPTIONS SET FORTH THEREIN), REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

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1. Privacy Policy.

Your use of, and participation in, the Services offered by the Company is subject to the terms set forth in our privacy policy located at https://www.talaera.com/privacy (“Privacy Policy”). Our Privacy Policy details how we collect and use your information.

 

2. Changes to these Terms 

We reserve the right to update and revise these Terms at any time. We’ll make sure to also change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.  If you do not accept any modification to the Terms, you must stop using the Services, including (as applicable) cancelling your membership and deleting your account.

 

3. Use of the Services

Your use of the Services is subject to your compliance with these Terms. We reserve the right to modify the Services (or any part thereof) from time to time and we are not liable to you or to any third party for any such modification. 

 

By accessing and using the Services, you warrant that: 

(i) You are legally capable of entering into binding contracts;

(ii) All registration information you submit is truthful and accurate;

(iii) You will maintain the accuracy of such information; and

(iv) Your use of the Services does not violate any applicable law or regulation.

 

3.1. Eligibility. We only permit individuals who are at least 18 years old, or the age of majority in your province, territory or country, and who can form legally binding contracts with us to use the Services. Individuals under the age of 18, or the applicable age of majority, (“Minors”) may utilize the Services only with the consent and support of a parent, legal guardian or other qualified adult. If you are a parent or guardian and you allow your Minor to use the Services, you agree to be bound by the Minor’s use of the Services and by these Terms. If you are a Minor and do not have the requisite parent or guardian consent, please do not attempt to access or use the Services. 

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You can only use or receive the Services to the extent the laws of the United States, the European Union, or other applicable jurisdictions, including the country in which you reside or from where you use the Services, do not bar you from doing so.  You are solely responsible for ensuring compliance with any laws applying to your use of the Services.

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Certain of our Services are subject to trade control laws of the United States that prohibit the transmission, export, and re-export of certain products, services, downloadable software, and data (technical data) to particular persons, territories, and foreign states.  As such, you may not use or otherwise access any part of the Services if you are located in or ordinarily a resident of any region, country, or territory subject to the territorial sanctions of the United States (each such region, country, or territory, a “Sanctioned Country”).  A non-exhaustive list of presently Sanctioned Countries includes the following: Cuba; Iran; North Korea; Sudan; and Syria.

 

In accessing or using the Services, you (1) represent and warrant that you are (a) not located in, organized under the laws of, or ordinarily resident in any Sanctioned Country, nor are you owned by or acting on behalf of a Government subject to asset-blocking sanctions or any person or entity organized, located or ordinarily resident in a Sanctioned Country, and (b) not a person identified on, or more than 50% owned or controlled, directly or indirectly, by or acting on behalf or at the direction of any entity identified on applicable government restricted party lists, such as the Specially Designated Nationals List maintained by the United States Department of Treasury’s Office of Foreign Assets Control, (2) agree not to, directly or indirectly, use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from us to any destination, entity, or person or for any end use who is prohibited using, accessing or possessing such products, software, or technology. 
 

3.2 Access to the Platform.  To access the Platform, you must have a desktop or laptop computer, running the latest version of either Windows or Mac and the latest version of Chrome, Firefox, Safari or Edge.

Further, you must have Internet access with a strong network connection, and, if you are engaging in live learning sessions, a connection that is capable of supporting real time WebRTC based video communication.  

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3.3. Access to the App.  To access the App, you must have an Android mobile device and download the App to that device.  At present, the App is not available on Apple devices.

 

3.4. Restrictions on Use. You may only use the Services as explicitly authorized and in compliance with any policies made available to you within the Services.  No portion of the Services may be reproduced in any form or by any means. Without limiting the foregoing, you may not do any of the following while accessing or using the Services: 

• Using the Services for any revenue-generating endeavor, commercial enterprise, or other purpose other than for the permitted uses under this Terms or any services agreement you may have with the company, without our express written consent;

• Reselling the Services, or any portion thereof, for commercial purposes;

• Scraping the Services or use of other automated or manual means to take our content or harvest or collect information about other users without our express prior written consent;

• Recording any group, workshop or One-On-One Program sessions;

• Modifying, adapting, translating, reverse engineering, decompiling, disassembling or converting into human readable form any of the contents of the Services not intended to be so read;

• Taking any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third-party providers’ infrastructure;

• Interfering or attempting to interfere with the proper working of the Services or any activities conducted on the Services;

• Bypassing, circumventing, or attempting to bypass or circumvent any measures we may use to prevent or restrict access to the Services, including without limitation other accounts, computer systems or networks connected to the Services;

• Running any form of auto-responder or “spam” on the Services; 

• Accessing or using the Services for any illegal or unauthorized purpose, including to harass, abuse, defame or otherwise infringe or violate the rights of any other party; 

• Engaging in racism, sexism, religious discrimination, hate speech, harassment, bullying, personal attacks, name-calling, trolling and any other type of abuse;

• Posting any defamatory, indecent, offensive, profane, misleading content or otherwise making any threatening comments.

• Circumventing the Platform or the App by engaging a teacher or any other user by any means other than through the Platform or the App

• Soliciting, advertising for, or contacting in any form the teachers for employment, contracting, or any other purpose not related to the services facilitated through Talaera without express written permission from Talaera;

• Choosing a username that we, in our sole discretion, deem offensive;

• Disrupting or interfering with another user’s use of the Services;

• Using or posting the personal information of any third party;

• Promoting or soliciting users for services or products;

• Transferring your account to or sharing your login information with a third party; 

• Providing a third party with access to the Services via any means; or

• Otherwise taking any action in violation of these Terms.

 

We encourage you to report any conduct that you believe violates these prohibitions by contacting us at scheduling@talaera.com.

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3.5. Modifications to the Services. We may from time to time in our sole discretion develop and provide updates to the Services, change the Services, restrict access to the Services (including to registered users) or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice to you.  Any such updates or changes will be deemed part of the Services and subject to all terms and conditions of these Terms. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services. In the event of modification or termination, you will still be bound by your obligations under these Terms, including the warranties made by you, and by the disclaimers and limitations of liability.

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3.6. Availability of the Services. Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. We will restore the Services as soon as we reasonably can. We will not be liable to you if the Services are unavailable from time to time.

 

3.7. Suspension or Termination of Use. We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms includes, without limitation, the unauthorized copying or download of content from the Services. 

 

3.8. Effect of Termination. Unless (a) your account is terminated by us for you having violated these Terms or otherwise engaged in conduct that harms or is intended to harm us or the Services, (b) your account is deleted after having been deemed inactive, or (c) we discontinue the Services, the term of your access to the Services will continue indefinitely until canceled by you.

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If your access to the Services is terminated or suspended for any reason (including where you delete your account or cancel your access to the Services), (i) all rights granted under these Terms will end, (ii) you agree to immediately terminate and cease use of all Services, and (iii) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. All sections of these Terms that by their nature are intended to survive such suspension or termination shall so survive.

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4. Platform- & App-specific Terms.  

 

4.1. User Accounts. To access and use the Platform and the App, you will be required to register a user account (“Account”).  This requirement extends to any individual who is using the Platform or the App pursuant to an agreement between their employer and us.

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In order for us to provide you the best possible service, you agree that, as part of the registration process, you will provide us with complete and accurate information and also agree to keep your Account information up to date at all times. You agree that all information that you submit upon creation of your Account is accurate and truthful. If any information on your Account or on the Services is incorrect or outdated, it can lead to errors or delays, for which we will not be responsible.

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You are solely responsible for any activity that occurs through your Account. You should not share your Account information with a third party. You agree to not use another person’s Account or registration information to access or use the Services.  You agree not to permit any third party to use your Account or registration information to access or use the Services. You are solely responsible for keeping your Account and Account password secure and for any consequence resulting from your failure to do so. You should never publish, distribute, or post login information for your Account.

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We reserve the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

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4.2. Memberships.  Except for users who are accessing the Platform or App pursuant to an agreement entered into between their employer and us, each user must select a membership tier as part of accessing and using the content offered via the Platform and App.  The membership tiers are as follows:

 

4.2.1. Basic Membership – This is a no-cost membership pursuant to which a user will only have access to a limited selection of Talaera’s recorded content.

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4.2.2. Pro Membership – Membership at this level is fee-based, with such fees assessed on a monthly or annual basis, as determined by the user when signing up for a Pro Membership.  With a Pro Membership, a user will have access to all of the recorded content made available on the Platform or the App and will be able to participate in live, speaking groups with other Platform users.  

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4.2.3. One-On-One Program – Participation in our One-On-One Program is fee-based, with such fees depending on the number of teacher-led One-On-One Program sessions that you purchase when signing up to participate in this program.  Participation in the One-On-One Program includes access to any content assigned to you by a teacher even if such content is typically restricted to individuals with a Pro Membership.

 

4.3. Term and Termination of Membership.

4.3.1. Basic Membership.  Basic Memberships will last for as long as you are actively logging into your account.  If you have not logged into the Platform or the App for 180 consecutive days or more, your account will be deemed inactive and is subject to deletion without notice to you.  You may delete your account at any time by navigating to your Account Settings page and clicking on Delete Account.  Once your account has been deleted, any data associated with your account is also deleted and we will not be able to restore your account once this occurs.  Thus, you will need to create a new account if your account has been deleted and you wish to again use the Services.

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4.3.2. Pro Membership.

4.3.2.1. Term. The term of a Pro Membership is on a monthly or annual basis, as determined by you when signing up for a Pro Membership.  

4.3.2.2. Auto-Renewal. Unless you cancel your Pro Membership at least two days prior to the end of the then-current period, at the end of each month or year, as applicable, your Pro Membership will automatically renew for an additional period of the same duration.

4.3.2.3. Cancellation.  You may cancel your Pro Membership at any time by clicking the “Cancel Subscription” option located on your Account Settings page.  Any cancellation will take effect at the end of the then-applicable term, and you will maintain access to the Platform and the App at your membership level through the end of your subscription period.  When the cancellation of your Pro Membership becomes effective, your will lose access to any content made available to you in connection with your Pro Membership regardless of whether you have previously accessed that content and, unless you delete your account, your account will automatically be downgraded to a Basic Membership.

 

You may also cancel your Pro Membership by deleting your account.  However, if you opt to cancel your Pro Membership in this manner, you will no longer be able to continue to access the Platform or the App through the end your subscription period.  

 

Upon cancelling or deleting your Pro Membership, at the end of the then-current term, your subscription will no longer be subject to auto-renewal. 

If you cancel your membership or delete your account during the term of your Pro Membership subscription, you will not receive nor be entitled to receive, and Talaera will not provide you with, a refund of any portion of the Fees you paid when purchasing your Pro Membership subscription, notwithstanding that you may opt not to use or may no longer be able to use the Services as of the date of such cancellation or deletion.

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4.3.3. One-On-One Program.  Any sessions that you purchase as part of the One-On-One Program must be used within one (1) year from the date on which the session is purchased.  (For example, if you purchase a ten (10) session package, all ten (10) sessions must be used within one (1) year from the date of purchase.)  Any session not used within one (1) year from the date of purchase will automatically expire and you will not receive nor be entitled to receive, and Talaera will not provide you with, a refund of any portion of the Fees you paid for the sessions. After all sessions have been used or expired, you will continue to have access to any content that was assigned to you by a teacher in connection with your participation in the One-On-One Program, while your account remains active.

 

4.3.4. Termination.  Talaera reserves the right to terminate your account if you breach any of these Terms.  Such termination or suspension may be immediate and without notice.  In the event of such termination, you will no longer be able to access the Platform or the App and you will not be entitled to a refund of any Fees you have paid. 

 

4.4. Fees. As noted above, the Pro Membership and the One-On-One Program are subscription based such that to become a Pro Member or participate in the One-On-One Program you will be charged fees (“Fees”) to sign up for either option.  

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Talaera reserves the right to, at any time and from time to time and in our sole discretion change the membership plans and Fees, including the right to charge Fees for any Services that were previously free of charge.  To the extent that we change the Fees for the membership that automatically renews, we will provide you with notice of such change and such change will only go into effect at the time of membership renewal.  If you do not agree with the changes, you may cancel your membership as described herein and/or in any notice we provide to you.

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4.4.1. Payment. All Fees must be paid via credit card.  We use a third-party payment service provider, Stripe Inc. (https://stripe.com/) to collect any Fees you incur in the course of your use of the Services.  

The Fees and any other charges you may incur in connection with your use of the services, such as taxes and transaction fees, will be charged to you at the time you purchase a Pro Membership or any One-On-One Program session(s), and at the time your Pro-Membership renews (whether such renewal is automatic or otherwise).  

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All fees are payable in USD.  If your payment method’s billing currency is not USD certain fees may apply, such as international transaction fees and foreign exchange fees, and the amount listed on your bank statement may be different from the stated amount of your subscription that you received at the time of signup.  Talaera is not responsible for any such fees, or any other fees charged by banks or third-party service providers in connection with your paying any Fees, and to the extent you are eligible for a refund, Talaera will not refund any of these fees.  

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For Pro Memberships, you will continue to be billed for Fees on the specific billing date indicated on your account “Settings” page until you cancel your membership. Unless you cancel your subscription before the end of the then-current subscription period, you authorize our third-party payment service provider to bill you for the Fees associated with any auto-renewal of your Pro Membership.  The frequency at which you are billed will depend on whether you enrolled in a monthly or annual Pro Membership.  Further, your billing date may change if a payment is not successfully completed or if your subscription began on a day not contained in a given month.  If a payment of Fees for any renewal is unable to be completed due to an issue with your payment information (e.g., there is no longer a credit card on file, your credit card has expired, etc.), we will notify you that your payment has failed and, should you not correct the issue and pay the applicable Fees within fourteen (14) days, your Pro Membership will be cancelled.

 

Our third-party payment service provider may receive and implement updated credit card information from your credit card issuer in order to prevent your payment or subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to third-party payment service providers at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the updated service. Should you desire to do so, please contact your credit card issuer. 

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In the event of a chargeback by banks or a third-party payment service provider in connection with your purchase of a Pro Membership or One-On-One Program sessions, you agree that we may suspend access to any and all accounts you have with us. You shall be responsible for any fees and expenses, incurred as the result of chargebacks or other payment disputes brought by you, your bank, or a third-party payment processor.

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4.4.2. Refunds.  To the extent permitted by applicable law and except as expressly set forth herein, all payments are final and non-refundable.  Your failure to use the service(s) purchased does not constitute a basis for a refund of any Fees.

 

4.4.3. Taxes. You are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by a governmental entity on the transactions contemplated by these Terms. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section 5.4, the appropriate amount will be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. 

 

4.5. One-On-One Program Sessions. 

 

4.5.1. Teachers. The One-On-One Program sessions offered by Talaera are run by Teachers with demonstrated experience in teaching business English and/or corporate clients.  Our teachers are independent contractors engaged by us solely for the purpose of providing online assistance with English language and grammar issues. To qualify to become a teacher, among other requirements, an individual must have obtained a bachelor’s degree (at minimum) and an industry standard teaching certification (for example, TEFL or CELTA)  and must complete a mock teaching session prior to being onboarded.  

 

4.5.2. Purpose.  Our One-On-One Program Sessions are intended solely for the purpose of providing users with English-language lessons relevant to the user’s goals.  Notwithstanding the personal or professional background of any teacher, you are prohibited from seeking a teacher’s advice or guidance on any matter unrelated to your learning of the English language.  Thus, among other topics, you may not seek advice or guidance from a teacher on legal, immigration, tax, financial, medical, or therapeutic matters.  To the extent that you receive such advice or guidance, we do not endorse, vouch for, warrant, or recommend, assume no liability of any kind for, and you agree to hold us harmless from, any solicited or unsolicited advice or guidance you receive from a teacher on any matter outside of your learning the English language and, to the extent that you need any advice or guidance related to legal, immigration, tax, financial, medical, therapeutic or any other matters, we advise you to consult an appropriate professional.  

 

4.5.3. One-Time Trial. Prior to purchasing any One-On-One Program session, to determine if you wish to participate in the One-On-One Program, you may participate in a one-hour trial session with a teacher.  This trial is typically offered at a rate below the standard rates for our One-On-One Program sessions.  Each user may only participate in one (1) such trial session. 

 

4.5.4. Teacher Match. Following your purchase of a One-On-One Program session, you will be asked to provide information about what you hope to achieve by participating in the One-On-One Program.  Based on your responses, we will match you with the teacher whom we believe is best suited to help you achieve those goals.  Upon doing so, we will provide you with certain information about the teacher, including their first name and first letter of their last name, a brief biography, education and profile picture, and your teacher will be provided with information about you, including but not limited to your name and email address.

 

4.5.5. Teacher Communication. You are not permitted to communicate with the teacher assigned to you prior to your first session with that teacher.  Except for circumstances in which you or your teacher need to cancel or otherwise coordinate the schedule for a One-On-One Program session on short notice, all communication with your teacher should occur within the Platform or during your One-On-One Program sessions.  For the avoidance of doubt, to the extent it becomes necessary for communication between you and your teach to occur outside of the Platform or a One-On-One Program session, the Terms, including but not limited to the Restrictions on Use set forth herein, apply to all communications exchanged between you and your teacher.

 

4.5.6. Requesting a Teacher Change.  To the extent you are unhappy with the teacher with whom you have been matched, you may request that we match you with a new teacher by emailing us at scheduling@talaera.com.  Absent extraordinary circumstances, only one request to be matched with a new teacher will be granted.

 

4.5.7. No Warranty.  Notwithstanding the foregoing, we make no representations, warranties, or guarantees as to acts or omissions of any teacher with whom you may interact or that you will meet your learning goals as a part of the One-On-One Program.

 

4.5.8. Remaining Sessions. At any time, you may see the number of One-On-One Program sessions that you paid for but have not yet used (each a “Remaining Session”) on your “My Dashboard” tab.

 

4.5.9. Cancelling/Rescheduling a One-On-One Program Session. To the extent that you register to attend a One-On-One Program Session and subsequently need to cancel or reschedule the session, you must do so at least twenty-four (24) hours prior to the date and time of the scheduled session.  If you fail to cancel or reschedule the session with at least twenty-four (24) hours’ notice and do not show up at a session you have registered for, your number of Remaining Sessions will decrease by one (1) as if you had attended the session.

 

4.5.10. Teacher Absence.  If a teacher misses a One-On-One Program session, your balance of Remaining Sessions will not change or will increase by one (1) if it had been decreased to account for the session that was missed by the teacher.

 

4.5.11. Technical Issues & Feedback. One-On-One Program sessions are conducted within the Platform or the App.  To the extent your network connection is slow, such that you are experiencing lag, or your video is cutting out when participating in a One-On-One Program session, you can ask your teacher to move the session to Zoom for you. You will then receive a popup and an email with a Zoom link.

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If you are having problems entering a One-On-One Program session, contact our Tech Support Team by clicking the blue chat icon at the bottom right corner of the Platform or via our webpage (http://talaera.com) to request that the session be moved to Zoom. You will then receive a popup and an email with a Zoom link.

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If you only have access to a slower internet connection and would like to request that your sessions be permanently moved to Zoom, please reach out to us at scheduling@talaera.com. Once you are set permanently to Zoom, you will automatically receive a Zoom link via email at least five minutes before the start time of each session.

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We are not responsible for any connectivity issues you may encounter with your network when attempting to join or during a One-On-One Program session and will not provide a refund or credit to you to the extent any issues with your network (a) result in you being unable to attend a scheduled One-On-One Program session or (b) degrade performance or your live video and/or audio feed during a One-On-One Program session.

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For general questions, feedback about your teacher or your course or to request scheduling assistance, please contact us at scheduling@talaera.com.

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4.6. Group Sessions.  All group sessions (including but not limited to small group language sessions, and lectures) will be conducted through Zoom instead of within the Platform or the App.  If you sign up to attend a group session within the Platform or the App you will receive an email or calendar invitation with a link through which you will be able to join the group session at the appointed date and time.  For the avoidance of doubt, the Terms, including but not limited to the Restrictions on Use set forth herein, apply to your participation in any group session.

 

4.7. Trials and Promotions.  From time to time, subject to any stated eligibility requirements, Talaera may offer trials or promotions that allow you to use a Pro-Membership or take One-On-One Program sessions at a reduced cost or for free for a specified period of time or number of sessions (any such offer, a “Promotion”).  To the extent you are eligible for a Promotion, you will either be automatically upgraded to a Pro Membership or have your account credited with One-On-One Program sessions automatically or after you enroll in the Promotion.  At the end or expiration of the Promotion, any One-On-One Program sessions granted to you as part of the Promotion and not used by you during the applicable period will be deducted from your account and, unless you elect to pay for a Pro Membership, your membership will automatically revert to a Basic Membership.

 

4.8. Referral Program.  Existing Pro Members and/or One-On-One Program participants may participate in Talaera’s referral program (“Referral Program”) and, subject to the requirements specified herein, per which, and may earn a reward for such referrals (“Reward”).  

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Subject to any terms specified and conditions specified by us, under the Referral Program, an eligible Pro Member may refer other individuals to sign up for a Pro Membership or an eligible One-On-One Program participant may refer other individuals to purchase One-On-One Program sessions (“Reward”).

 

Among any other eligibility criteria specified by us, only individuals who purchase a Pro Membership or One-On-One Program sessions on their own behalf are eligible to earn a Reward through the Referral Program.  For the avoidance of doubt, corporate customers—meaning individuals who are provided access to a Pro Membership or One-On-One Program sessions through their employer—are not eligible to earn any Rewards through the Referral Program.  

 

We reserve the right to amend or terminate the Referral Program at any time, for any reason.

 

4.8.1. Enrollment. To the extent you are eligible to participate in the Referral Program, you must first enroll in the Referral Program.  

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4.8.2. Reward Limits.  Only one Reward can be earned for each individual referred and, unless otherwise allowed by us, the maximum number of Rewards that may be earned is ten (10) Rewards per calendar year.  Subject to meeting the applicable criteria set forth below, a Reward will only be earned when the person referred completes the initial sign up for a Pro Membership or completes the initial purchase of One-On-One Program sessions.  As such, any renewals or subsequent purchases by a referred individual are not eligible for a Reward.

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4.8.3. Pro Membership Referrals.  Upon the completion of enrollment into the Referral Program, eligible Pro Members will be provided with a unique referral link (“Unique Link”) that may be provided to others.  

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A “Qualified Pro-Membership Referral” is one where the individual referred: (a) completes the enrollment process pursuant to the referral made by the existing One-On-One Program participant; (b) is enrolling on an individual basis (as opposed to through their employer or another organization); (c) either individually or through their employer, does not presently have, or have access to, a Basic Membership or Pro Membership and, at any point during the twelve (12) months preceding the referral, has not (i) had a Basic Membership or Pro Membership or (ii) paid for and/or participated in any One-One-One Program sessions; and (d) submits a valid payment option as part of completing their Pro Membership enrollment.

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Subject to Section 4.8.2, an eligible Pro-Member will earn a Reward of one (1) free month of Pro Membership access for each Qualified Pro-Membership Referral (“Pro Membership Referral Reward”).  A referring Pro Member’s account will be credited with the Pro Membership Referral Reward within thirty (30) days of the completion of the Qualified Pro-Membership Referral criteria set forth above.

 

4.8.4. One-One-One Program Referrals.  A “Qualified One-One-One Program Referral” is one where the individual referred: (a) completes the enrollment process pursuant to the referral made by the existing One-On-One Program participant; (b) is enrolling on an individual basis (as opposed to through their employer or another organization); (c) either individually or through their employer, does not presently have, or have access to, a Basic Membership or Pro Membership and, at any point during the twelve (12) months preceding the referral, has not (i) had a Basic Membership or Pro Membership or (ii) paid for and/or participated in any One-One-One Program sessions; and (d) purchases at least ten (10) One-On-One Program sessions at the time of completing enrollment\.

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Subject to Section 4.8.2, an eligible One-On-One Program participant will earn a Reward of one (1) free One-On-One Program session for each Qualified One-On-One Program Referral (“One-On-One Program Referral Reward”).  A referring One-On-One Program participant’s account will be credited with the One-On-One Program Referral Reward within thirty (30) days of the completion of the Qualified One-On-One Program Referral criteria set forth above.

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4.9. Notices. Any notice delivered to you by Talaera relating to your account and/or membership will be delivered by email to the email address associated with your account/membership. 

 

5. Customer Support. 

Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. We will use commercially reasonable efforts to provide technical support services to you in the event a fault or other issue with the Services occurs. If a fault or other issue occurs in our Services, please report it to us at support@talaera.com and we will review your complaint and, where we determine it appropriate to do so, correct the fault. 

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Our standard support is available Monday through Friday from 8:00 a.m. – 8:00 p.m. Eastern Time, excluding major holidays, which include Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas, and New Year’s Day.  If you have an urgent problem or technical issue during a One-On-One session you may contact our support team by clicking the blue chat icon at the bottom right corner of the My Dashboard page of the Platform.

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Our support team is available on a 24/7 basis solely to address issues that occur in active One-On-One Program sessions.  To the extent you experience a problem or technical issue while participating in a One-On-Session, you should report that problem or issue by using the chat function described in the above paragraph.  

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6. Confidential Information. 

Neither party shall disclose to any third party any information or materials provided by the other party hereunder and reasonably understood to be confidential (“Confidential Information”) without the other party’s prior written consent, except as otherwise expressly permitted under these Terms. The foregoing restrictions do not apply to, (i) any information that is in the public domain or already in the receiving party’s possession, (ii) was known to the receiving party prior to the date of disclosure, (iii) becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or (iv) Confidential Information that the receiving party is obligated to produce pursuant to a court order or a valid administrative subpoena, providing receiving party provides disclosing party of timely notice of such court order or subpoena (unless receiving party is legally precluded from providing such notice).

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This Section 6 will survive termination or expiration of your use of the Services.

 

7. Third Party Materials and Content. 

You understand that the Services may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third-party web sites (“Third-Party Materials”).  In consideration for Talaera allowing you to use the Services, you agree that we, our affiliates, and third-party partners may place advertising on the Services. 

 

You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials. We expressly disclaim any responsibility for all aspects of the Third Party Materials and you further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services in connection with any Third Party Materials.

 

Use of any third-party trademarks or third-party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in these Terms grants you any license to third party trademarks or content, which shall remain the property of their respective owners.

 

8. Intellectual Property

Except as otherwise expressly granted to you in these Terms, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws, and you agree that, except with our prior written consent or as explicitly provided in these Terms, using the Services does not, (1) give you any ownership of any intellectual property rights in our Services, or (2) grant you the right to display, modify, reproduce, license, offer for sale, distribute, create derivative works of, download, store, transmit or otherwise use any of our intellectual property, including but not limited to the Services and the information and materials contained within or obtained from or through the Services.  Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.

 

In particular, audio or video content not explicitly indicated as downloadable may not be downloaded or copied from the Services. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Services. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. 

 

You may not access or use for any commercial purposes any part of the Site or any services or materials available through the Site. You acknowledge and agree that you do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the license granted. Appropriate legal action may be taken for any illegal or unauthorized use of the Services. 

 

To inquire about obtaining authorization to use the materials or content other than as permitted in these Terms, please contact us at hello@talaera.com.  Your submission of a request for authorization does not entitle you to use any materials or content prior to our responding to your request.  If we do not respond to your request, you should understand your request to have been denied and you should not use the materials or content for which you requested authorization to use.

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9. Warranty Disclaimers; Limitation of Liability

THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY THE COMPANY OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

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TALAERA DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

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IN ADDITION, YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ANY OF THE SERVICES OR ANY CONTENT AVAILABLE THROUGH ANY OF THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

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IN NO EVENT WHATSOEVER SHALL THE COMPANY, ITS AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIALS IN CONNECTION WITH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. COMPANY NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL OF ANY FEES PAID BY YOU TO COMPANY IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED FOR ANY OF THE SERVICES.

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THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

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10. Indemnification

You agree to defend, indemnify and hold harmless Talaera, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms, your use of the Services or your use of any information obtained through the Services or your violation of any law or any rights of a third party.

 

11. Site Controlled from the United States

The Services are controlled from offices within the United States. Talaera makes no representation that content or materials constituting the Services are appropriate or available for use in other jurisdictions. Access to the Services from jurisdictions where such access is illegal is strictly prohibited. If you choose to use the Services from other jurisdictions, you do so at your own risk. You are always responsible for your compliance with any laws applicable to your use of the Services.

 

12. Governing Law

The laws of the State of New York will govern the content and materials contained in this site, without giving effect to any principles of conflicts of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods.

 

13. Dispute Resolution

 

13.1. Small Claims.  You and we agree that any disputes for which the amount at issue is $10,000 USD or less shall be submitted to the Small Claims Part of the Civil Court of the City of New York and each party submits to the personal jurisdiction of such court.  

 

13.2. Agreement to Arbitrate.  Excluding claims for injunctive, other equitable relief or disputes subject to Section 13.1 herein, YOU AND WE AGREE THAT ANY DISPUTES, CLAIMS, OR CONTROVERSIES BETWEEN YOU AND TALAERA THAT HAVE ARISEN OR MAY ARISE BETWEEN YOU AND TALAERA OR THAT RELATE IN ANY WAY TO THESE TERMS OR THE SERVICES, INCLUDING WITHOUT LIMITATION FEDERAL AND STATE STATUTORY CLAIMS, COMMON LAW CLAIMS, AND THOSE BASED IN CONTRACT, TORT, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION BEFORE A NEUTRAL ARBITRATOR, RATHER THAN IN COURT BY A JUDGE OR JURY.

 

13.3. Waiver of Jury Trial.  YOU UNDERSTAND THAT YOU AND TALAERA ARE EACH AGREEING TO WAIVE THE RIGHT TO TRIAL BY A JURY.. 

 

13.4. Class Action Waiver.  EXCEPT AS EXPRESSLY AGREED TO IN THIS AGREEMENT, YOU AND TALAERA AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS EXCEPT AS SET FORTH HEREIN. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER EXCEPT AS SET FORTH IN THIS AGREEMENT. 

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13.5. Administration.  The arbitration will be administered by JAMS in accordance the JAMS Streamlined Arbitration Rules & Procedures (located at https://www.jamsadr.com/rules-streamlined-arbitration/), as amended by this Agreement. The arbitration shall take place in New York, New York or at the option of the party seeking relief, online, by telephone, online, or via written submissions alone. The arbitral tribunal shall be composed of one arbitrator, who shall be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of an arbitration hereunder, JAMS shall appoint the arbitrator. The arbitration shall be conducted in the English language. The decision of the arbitrator will be final and binding on the parties. Judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this Section shall prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction. 

 

13.6. Permitted Court Proceedings.  Subject to and without waiver of Sections 13.1 and 13.2 herein, you and Talaera each agree that any permitted judicial proceedings shall exclusively be brought in the state or Federal courts located in New York, New York and each party agrees to submit to the personal jurisdiction of such courts. 

 

14. Severability

If it turns out that any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

 

15. Entire Agreement

These Terms constitute the entire agreement between you and the Company and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved.

 

16. Force Majeure

We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials.

 

17. Assignment

You cannot assign, transfer or sublicense your rights, obligations and responsibilities under these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.

 

18. Waiver

No waiver by any party of the other party’s failure to comply with any part of these Terms shall be binding unless the waiver is in writing signed by the party giving the waiver.  No waiver of or failure to exercise any option, right or privilege under the terms of this Agreement by either of the parties hereto on any occasion or occasions shall be construed to be a waiver of the same or of any other option, right or privilege on any other occasion.

 

19. Release

You release the Company and our successors from all losses, damages, rights, and demands and actions of any kind (collectively, “Claims”). If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, which, if known by him would have materially affected his settlement with the debtor.” This release does not apply to any Claims for unconscionable commercial practice by the Company or fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services.

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20. Comments, Concerns and Complaints

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: scheduling@talaera.com.