Agreement between User
and https://www.thelearnerclub.com
Welcome to The Learner Club. This
website consists of various web pages operated by The Learner Club team.
https://www.thelearnerclub.com is offered to you conditioned on your acceptance
without modification of the terms, conditions, and notices contained herein
(the "Terms"). Your use of https://www.thelearnerclub.com constitutes
your agreement to all such Terms. Please read these terms carefully and keep a
copy of them for your reference.
https://www.thelearnerclub.com
is a learning based marketplace website.
The Learner Club is a teaching and
coaching platform marketplace for instructors / coaches and learners / clients
to connect for learning / coaching opportunities (hereby known as ‘lessons’ for
one-to-one lessons / sessions or ‘classes’ for group classes / sessions or
‘packages’ or ‘courses’ for group classes / sessions with more than one class /
session scheduled as part of a ‘package’ or ‘course’). The learning
opportunities can involve both lessons / sessions (one-to-one) and / or group
classes /sessions or packages / courses. Instructors / Coaches set their own
rates and schedules and learners / clients pay for classes within the site and
have the right to pick an instructor / coach based on preference and/or
availability. Instructors / Coaches have access to a personal virtual
wallet. Monies earned from classes get paid into this wallet. Instructors
/ Coaches may choose to withdraw from this wallet to their personal bank
accounts (through Stripe) or to their PayPal accounts by requesting to
withdraw. Requests for withdrawals to personal bank accounts through Stripe can
be made once a week with the understanding that bank transfer fees will be
borne by the instructor making the request. Requests for withdrawals to
PayPal can be made once a week. The Learner
Club pays out 85% of monies earned from each lesson / session (one-to-one
classes) and 85% of monies earned from each group class / package to instructors
/ coaches and keeps 15% to keep the site in operation.
Electronic
Communications
Visiting https://www.thelearnerclub.com or sending emails to The Learner Club
constitutes electronic communications. You consent to receive electronic
communications and you agree that all agreements, notices, disclosures and
other communications that we provide to you electronically, via email and on
the Site, satisfy any legal requirement that such communications be in writing.
Your Account
If you use this site, you are
responsible for maintaining the confidentiality of your account and password
and for restricting access to your computer, and you agree to accept
responsibility for all activities that occur under your account or password.
You may not assign or otherwise transfer your account to any other person or
entity. You acknowledge that The Learner Club is not responsible for third
party access to your account that results from theft or misappropriation of
your account. The Learner Club and its associates reserve the right to refuse
or cancel service, terminate accounts, or remove or edit content in our sole
discretion.
Relationship
The The Learner Club Platform is an
online marketplace for learning where registered users ("Members")
may use our Connection Services and Payment Services to directly interact with
one another. You understand and agree that The Learner Club is not a party to
any agreements entered into between Learners / Clients and Instructors /Coaches
or between Members, nor is The Learner Club a language / subject / coaching
services broker or agent. The Learner Club has no control over the conduct of Learners
/ Clients, Instructors / Coaches, Members or other users of The Learner Club
Platform or over any services provided by Instructors / Coaches or other
Members over The Learner Club Platform, and disclaims all liability in this
regard to the maximum extent permitted by law.
If you choose to teach on The Learner
Club Platform, you understand and agree that your relationship with The Learner
Club is limited to being a Member and an independent, third-party contractor,
and not an employee, agent, joint venturer or partner of The Learner Club 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 The Learner Club. The
Learner Club 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 The Learner Club, including
by using any The Learner Club intellectual property in an unauthorized or in
appropriate manner.
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 Learner Club Platform,
you hereby grant to The Learner Club 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 Learner Club
Platform. The Learner Club 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
Learner Club 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 Learner Club Platform or through The Learner Club
promotional campaigns or you have all rights, licenses, consents and releases
that are necessary to grant to The Learner Club the rights in such Member
Content, as contemplated under these The Learner Club Terms; and (ii) neither
your Member Content nor your posting, uploading, publication, submission or
transmittal of your Member Content or The Learner Club’s use of your Member
Content (or any portion thereof) on, through or by means of The Learner Club
Platform or The Learner Club 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 an Instructor / Coach, you
may share your Member Content with your Learners / Clients.
The Learner Club respects copyright
law and expects its Members to do the same. If you believe that any content on The
Learner Club Platform infringes copyrights you own, please notify us.
Eligibility
The Learner Club 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 INSTRUCTOR / COACH ON THE LEARNER CLUB PLATFORM IS
PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER
OR OTHER QUALITIES OF TEACHERS / COACHES AND THE ACCURACY OF THE INFORMATION
TEACHERS PROVIDE VIA THE LEARNER CLUB 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 THE LEARNER CLUB NOR ITS AFFILIATES OR LICENSORS IS
RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE
LEARNER CLUB PLATFORM. THE LEARNER CLUB AND ITS AFFILIATES AND LICENSORS WILL
NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR
USE OF THE LEARNER CLUB PLATFORM.
Children Under Thirteen
The Learner Club does not knowingly
collect, either online or offline, personal information from persons under the
age of thirteen. If you are under 18, you may use
https://www.thelearnerclub.com only with permission of a parent or guardian,
who must be present at all times for the duration of each lesson / session /
class / course
Cancellation/Refund
Policy
All
classes / sessions purchased will stay in your The Learner Club account for 6
months. After 6 months your classes will expire with no refund. Classes may be
used with any instructor / coach of your choice. For questions please
contact info@thelearnerclub.com.
Links to Third Party
Sites/Third Party Services
https://www.thelearnerclub.com may
contain links to other websites ("Linked Sites"). The Linked Sites
are not under the control of, and The Learner Club is not responsible for the
contents of any Linked Site, including without limitation any link contained in
a Linked Site, or any changes or updates to a Linked Site. The Learner Club is
providing these links to you only as a convenience, and the inclusion of any
link does not imply endorsement by The Learner Club of the site or any
association with its operators.
Certain services made available via
https://www.thelearnerclub.com are delivered by third party sites and
organizations. By using any product, service or functionality originating from
the https://www.thelearnerclub.com domain, you hereby acknowledge and consent
that The Learner Club may share such information and data with any third party
with whom The Learner Club has a contractual relationship to provide the
requested product, service or functionality on behalf of
https://www.thelearnerclub.com Members and users.
No Unlawful or
Prohibited Use/Intellectual Property
You are granted a non-exclusive,
non-transferable, revocable license to access and use https://www.thelearnerclub.com strictly in accordance with these terms of use.
As a condition of your use of the Site, you warrant to The Learner Club that
you will not use the Site for any purpose that is unlawful or prohibited by
these Terms. You may not use the Site in any manner which could damage,
disable, overburden, or impair the Site or interfere with any other party's use
and enjoyment of the Site. You may not obtain or attempt to obtain any
materials or information through any means not intentionally made available or
provided for through the Site.
All content included as part of the
Service, such as text, graphics, logos, images, as well as the compilation
thereof, and any software used on the Site, is the property of The Learner Club
or its suppliers and protected by copyright and other laws that protect
intellectual property and proprietary rights. You agree to observe and abide by
all copyright and other proprietary notices, legends or other restrictions
contained in any such content and will not make any changes thereto.
You will not modify, publish,
transmit, reverse engineer, participate in the transfer or sale, create
derivative works, or in any way exploit any of the content, in whole or in
part, found on the Site. The Learner Club content is not for resale. Your use
of the Site does not entitle you to make any unauthorized use of any protected
content, and you will not delete or alter any proprietary rights or attribution
notices in any content. You will use protected content solely for your personal
use and will make no other use of the content without the express written
permission of The Learner Club and the copyright owner. You agree that you do
not acquire any ownership rights in any protected content. We do not grant you
any licenses, express or implied, to the intellectual property of The Learner
Club or our licensors except as expressly authorized by these Terms.
Use of Communication
Services
The Learner Club’s
services includes:
Connection Services. The
Learner Club provides Members with access to and use of The Learner Club
Platform, which is an online marketplace where (a) Members can upload, submit,
store, send and receive content related to language / subject or skills learning;
(b) Members can conduct searches, connect with, choose, and engage each other
for the purposes of language / subject / skills learning and instant language /
subject / skills practice; (c) Learners / Clients can conduct searches, connect
with, choose, and engage Instructors / Coaches directly for language / subject
/ skills instruction and Instructor / Coach Services; (d) Instructors / Coaches
can advertise their capabilities, respond to inquiries, connect with and engage
Learners / Clients to provide them with their Instructor / Coach Services
(collectively, "Connection Services"). For the avoidance of doubt, in
providing the Connection Services, The Learner Club only provides the venue for
Members, including Learners / Clients and Instructors / Coaches, to find and
contract with each other, and The Learner Club does not take part in direct
interactions between Members.
Payment Services. For Learners
/ Clients and Instructors / Coaches, The Learner Club also provides certain
payment processing services, virtual wallet balance services and payment tools,
dispute resolution procedures and assistance, and other services in accordance
with The Learner Club’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 Learner Club
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 The Learner Club Platform,
(iii) control, refill or shift their The Learner Club virtual wallet balances within
such Company’s The Learner Club Member Account. For the avoidance of doubt, an
Employee shall be considered as a "Learner / Client".
The Site may contain bulletin board
services, chat areas, news groups, forums, communities, personal web pages,
calendars, and/or other message or communication facilities designed to enable
you to communicate with the public at large or with a group (collectively,
"Communication Services"). You agree to use the Communication
Services only to post, send and receive messages and material that are proper
and related to the particular Communication Service.
By way of example, and not as a
limitation, you agree that when using a Communication Service, you will not:
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights
(such as rights of privacy and publicity) of others; publish, post, upload,
distribute or disseminate any inappropriate, profane, defamatory, infringing,
obscene, indecent or unlawful topic, name, material or information; upload
files that contain software or other material protected by intellectual
property laws (or by rights of privacy of publicity) unless you own or control
the rights thereto or have received all necessary consents; upload files that
contain viruses, corrupted files, or any other similar software or programs
that may damage the operation of another's computer; advertise or offer to sell
or buy any goods or services for any business purpose, unless such
Communication Service specifically allows such messages; conduct or forward
surveys, contests, pyramid schemes or chain letters; download any file posted
by another user of a Communication Service that you know, or reasonably should
know, cannot be legally distributed in such manner; falsify or delete any
author attributions, legal or other proper notices or proprietary designations
or labels of the origin or source of software or other material contained in a
file that is uploaded; restrict or inhibit any other user from using and
enjoying the Communication Services; violate any code of conduct or other
guidelines which may be applicable for any particular Communication Service;
harvest or otherwise collect information about others, including e-mail
addresses, without their consent; violate any applicable laws or regulations.
The Learner Club has no obligation to
monitor the Communication Services. However, The Learner Club reserves the
right to review materials posted to a Communication Service and to remove any
materials in its sole discretion. The Learner Club reserves the right to
terminate your access to any or all of the Communication Services at any time
without notice for any reason whatsoever.
The Learner Club always reserves the
right to disclose any information as necessary to satisfy any applicable law,
regulation, legal process or governmental request, or to edit, refuse to post
or to remove any information or materials, in whole or in part, in The Learner
Club's sole discretion.
Always use caution when giving out any
personally identifying information about yourself or your children in any
Communication Service. The Learner Club does not control or endorse the
content, messages or information found in any Communication Service and,
therefore, The Learner Club specifically disclaims any liability with regard to
the Communication Services and any actions resulting from your participation in
any Communication Service. Managers and hosts are not authorized The Learner
Club spokespersons, and their views do not necessarily reflect those of The
Learner Club.
Materials uploaded to a Communication
Service may be subject to posted limitations on usage, reproduction and/or
dissemination. You are responsible for adhering to such limitations if you
upload the materials.
Materials Provided to
https://www.thelearnerclub.com or Posted on any The Learner Club Web Page
The Learner Club does not claim
ownership of the materials you provide to https://www.thelearnerclub.com
(including feedback and suggestions) or post, upload, input or submit to any
The Learner Club Site or our associated services (collectively "Submissions").
However, by posting, uploading, inputting, providing or submitting your
Submission you are granting The Learner Club, our affiliated companies and
necessary sublicensees permission to use your Submission in connection with the
operation of their Internet businesses including, without limitation, the
rights to: copy, distribute, transmit, publicly display, publicly perform,
reproduce, edit, translate and reformat your Submission; and to publish your
name in connection with your Submission.
No compensation will be paid with
respect to the use of your Submission, as provided herein. The Learner Club is
under no obligation to post or use any Submission you may provide and may
remove any Submission at any time in The Learner Club 's sole discretion.
By posting, uploading, inputting,
providing or submitting your Submission you warrant and represent that you own
or otherwise control all of the rights to your Submission as described in this
section including, without limitation, all the rights necessary for you to
provide, post, upload, input or submit the Submissions.
Third Party Accounts
You will be able to connect your The
Learner Club account to third party accounts (e.g Facebook and Google). By
connecting your The Learner Club account to your third-party account, you
acknowledge and agree that you are consenting to the continuous release of
information about you to others (in accordance with your privacy settings on
those third party sites). If you do not want information about you to be shared
in this manner, do not use this feature.
International Users
The Service is controlled, operated
and administered by The Learner Club from our locations within South America,
Asia and Europe. If you access the Service from a location outside these
areas, you are responsible for compliance with all local laws. You agree that
you will not use The Learner Club Content accessed through https://www.thelearnerclub.com
in any country or in any manner prohibited by any applicable laws, restrictions
or regulations.
Enforcement of The
Learner Club Terms of Service
We may suspend or cancel your The
Learner Club Account if we believe that you have violated or acted in a manner
that is inconsistently with the letter or the spirit of these The Learner Club
Terms, or violated our rights or those of a third-party in connection with your
use of The Learner Club Platform. Without limiting The Learner Club's other
remedies, we will suspend, cancel or terminate your The Learner Club Account,
suspend your ability to use certain portions of The Learner Club Platform,
freeze or confiscate your The Learner Club Virtual Wallet (as defined in the Payment Policy) and/or ban
you altogether from The Learner Club Platform, without notice or liability of
any kind, if: (a) you breach any terms and conditions of these The Learner Club
Terms or any other written policies and procedures posted on The Learner Club
Platform, including but not limited to The Learner Club 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
The Learner Club.
Once suspended or terminated, you may
not continue to use The Learner Club Platform under a different The Learner
Club Account or re-register under a new The Learner Club Account. This includes
usage of any associated Payment Services. In addition, violations of these The
Learner Club 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 Learner Club Platform or otherwise reduce
service fees owed or paid to The Learner Club under these The Learner Club
Terms, you will be liable to The Learner Club 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 The Learner Club Account. The
Learner Club 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 cancelled, you may no
longer have access to data, messages, files and other material you store at The
Learner Club Platform.
Limitation of Liability
IN NO EVENT SHALL THE LEARNER CLUB,
OUR LICENSORS OR THE INSTRUCTORS / COACHES BE LIABLE TO YOU OR ANY OTHER MEMBER
FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES
PURSUANT TO THESE THE LEARNER CLUB 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 THE LEARNER CLUB TERMS, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY
ACTION OR CLAIM RELATED TO THE LEARNER CLUB PLATFORM PROVIDED UNDER THESE THE
LEARNER CLUB 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.
Indemnification
You agree to indemnify, defend and
hold The Learner Club 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 Learner Club 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 Learner Club Platform, (iv) your violation of these The
Learner Club Terms, (v) any products or services purchased or obtained by you
in connection with The Learner Club Platform, (vi) any liability arising from
the tax treatment of payments to Instructors / Coaches, (vii) any negligent or
intentional wrongdoing committed by you on or through The Learner Club
Platform, (viii) any infringement by you, or any third party using your The
Learner Club 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 Instructor
/ Coach or any other amounts owed to other Members; and/or (x) your failure to
satisfy your obligations as an Instructor / Coach or to an Instructor / Coach. The Learner Club reserves the
right, at your expense, to assume the exclusive defense and control of any
matter for which you are required to indemnify The Learner Club and you agree
to cooperate with The Learner Club’s defense of these claims. You agree not to
settle any such matter without the prior written consent of The Learner Club. The
Learner Club will use reasonable efforts to notify you of any such claim,
action or proceeding upon becoming aware of such claim, action or proceeding.
Arbitration
In the event the parties are not able
to resolve any dispute between them arising out of or concerning these Terms
and Conditions, or any provisions hereof, whether in contract, tort, or
otherwise at law or in equity for damages or any other relief, then such
dispute shall be resolved only by final and binding arbitration pursuant to the
Federal Arbitration Act, conducted by a single neutral arbitrator and
administered by the American Arbitration Association, or a similar arbitration
service selected by the parties, in a location mutually agreed upon by the
parties. The arbitrator's award shall be final, and judgment may be entered
upon it in any court having jurisdiction. In the event that any legal or
equitable action, proceeding or arbitration arises out of or concerns these
Terms and Conditions, the prevailing party shall be entitled to recover its
costs and reasonable attorney's fees. The parties agree to arbitrate all
disputes and claims in regards to these Terms and Conditions or any disputes
arising as a result of these Terms and Conditions, whether directly or
indirectly, including Tort claims that are a result of these Terms and
Conditions. The parties agree that the Federal Arbitration Act governs the
interpretation and enforcement of this provision. The entire dispute, including
the scope and enforceability of this arbitration provision shall be determined
by the Arbitrator. This arbitration provision shall survive the termination of
these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and
Conditions will take place on an individual basis; class arbitrations and
class/representative/collective actions are not permitted. THE PARTIES AGREE
THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS,
COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE
ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and The
Learner Club agree otherwise, the arbitrator may not consolidate more than one
person's claims and may not otherwise preside over any form of a representative
or class proceeding.
Disclaimers
THE LEARNER CLUB PLATFORM PROVIDED BY THE
LEARNER CLUB AND THE SERVICES PROVIDED BY THE LEARNER CLUB, 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 THE LEARNER CLUB MIGHT NOT MONITOR, CONTROL OR VET MEMBER
CONTENT OR ANY CONTENT FROM THIRD PARTY. THE LEARNER CLUB 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 LEARNER CLUB 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 LEARNER CLUB 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 LEARNER / CLIENT MAY USE TO SELECT AN INSTRUCTOR / COACH, EACH LEARNER
/ CLIENT IS RESPONSIBLE FOR SELECTING THEIR INSTRUCTOR / COACH AND NEGOTIATING
A CONTRACT AND THE LEARNER CLUB DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO
ANY GOODS OR SERVICES PURCHASED BY A LEARNER / CLIENT ON THE LEARNER CLUB
PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR INSTRUCTOR / COACH. THE LEARNER
CLUB DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY TEACHER’S
PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.
Liability Disclaimer
The information, software, products,
and services included in or available through the site may include inaccuracies
or typographical errors. Changes are periodically added to the information
herein. The Learner Club and/or its suppliers may make improvements and/or
changes in the site at any time.
The Learner Club and/or its suppliers
make no representations about the suitability, reliability, availability,
timeliness, and accuracy of the information, software, products, services, and
related graphics contained on the site for any purpose. To the maximum extent
permitted by applicable law, all such information, software, products, services,
and related graphics are provided "as is" without warranty or
condition of any kind. The Learner Club and/or its suppliers hereby disclaim
all warranties and conditions with regard to this information, software,
products, services and related graphics, including all implied warranties or
conditions of merchantability, fitness for a particular purpose, title and
non-infringement.
To the maximum extent permitted by
applicable law, in no event shall The Learner Club and/or its suppliers be
liable for any direct, indirect, punitive, incidental, special, consequential
damages or any damages whatsoever including, without limitation, damages for
loss of use, data or profits, arising out of or in any way connected with the
use or performance of the site, with the delay or inability to use the site or
related services, the provision of or failure to provide services, or for any
information, software, products, services and related graphics obtained through
the site, or otherwise arising out of the use of the site, whether based on
contract, tort, negligence, strict liability or otherwise, even if The Learner
Club or any of its suppliers has been advised of the possibility of damages.
Because some states/jurisdictions do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above limitation may not
apply to you. If you are dissatisfied with any portion of the site, or with any
of these terms of use, your sole and exclusive remedy is to discontinue using
the site.
Termination/Access
Restriction
Termination By You
You may terminate these The Learner
Club Terms at any time by closing your The Learner Club Account, discontinuing
your use of The Learner Club Platform and deleting the Applications from your
device. You have the right to cancel your The Learner Club Account at any time.
Termination by The
Learner Club
We may suspend, cancel or terminate
your The Learner Club Account, suspend your ability to use certain portions of The
Learner Club Platform and/or ban you altogether from The Learner Club 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 The Learner Club Terms and/or any The Learner Club
Policies, or (b) your The Learner Club Account and use of The Learner Club
Platform have been inactive for more than twelve (12) months. To the extent
that you violate these The Learner Club Terms and we revoke the licenses
granted to you, you will lose all benefits and privileges associated with The
Learner Club Platform. We are under no obligation to compensate you for any
such losses.
We reserve the right to stop making
available The Learner Club 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 Learner Club Platform
automatically ends when we terminate access to such The Learner Club Platform.
Any such action could prevent you from accessing your The Learner Club Account,
The Learner Club Platform, any The Learner Club Content, or any other related
information.
You agree that no joint venture,
partnership, employment, or agency relationship exists between you and The
Learner Club as a result of this agreement or use of the Site. The Learner
Club's performance of this agreement is subject to existing laws and legal
process, and nothing contained in this agreement is in derogation of The
Learner Club's right to comply with governmental, court and law enforcement
requests or requirements relating to your use of the Site or information
provided to or gathered by The Learner Club with respect to such use. If any
part of this agreement is determined to be invalid or unenforceable pursuant to
applicable law including, but not limited to, the warranty disclaimers and
liability limitations set forth above, then the invalid or unenforceable
provision will be deemed superseded by a valid, enforceable provision that most
closely matches the intent of the original provision and the remainder of the
agreement shall continue in effect.
Unless otherwise specified herein,
this agreement constitutes the entire agreement between the user and The
Learner Club with respect to the Site and it supersedes all prior or
contemporaneous communications and proposals, whether electronic, oral or written,
between the user and The Learner Club with respect to the Site. A printed
version of this agreement and of any notice given in electronic form shall be
admissible in judicial or administrative proceedings based upon or relating to
this agreement to the same extent and subject to the same conditions as other
business documents and records originally generated and maintained in printed
form. It is the express wish to the parties that this agreement and all related
documents be written in English.
Changes to Terms
The Learner Club reserves the right,
in its sole discretion, to change the Terms under which https://www.thelearnerclub.com is offered. The most current version of the
Terms will supersede all previous versions. The Learner Club encourages you to
periodically review the Terms to stay informed of our updates.
Survival
In the event of any termination of
these The Learner Club Terms, whether by you or The Learner Club, the following
Sections will continue in full force and effect: Ownership, Member Content,
including but not limited to The Learner Club’s right to use your Member
Content, Restrictions, Links, Enforcement of The Learner Club Terms of Service,
Disclaimers, Limitation of Liability, Indemnification, Suspension, Termination
or Cancellation, Entire Agreement, Assignment, Notices, Governing Law and
Jurisdiction, Dispute Resolution, Feedback and General.
Entire Agreement
Except as they may be supplemented by
additional The Learner Club policies, guidelines, standards, or terms for a
specific product, feature, service or offering, these The Learner Club Terms
together with The Learner Club Policies constitute the entire and exclusive
understanding and agreement between The Learner Club and you pertaining to the
subject matter hereof, and supersede any and all prior oral or written
understandings or agreements between The Learner Club and you in relation to
your access to and use of The Learner Club Platform.
Assignment
You may not assign or transfer these The
Learner Club Terms, or any rights or obligations hereunder, by operation of law
or otherwise, without The Learner Club's prior written consent. Any attempt by
you to assign or transfer these The Learner Club Terms without such consent
will be null and of no effect. The Learner Club may assign or transfer these The
Learner Club Terms, and any rights or obligations hereunder, at its sole
discretion, without restriction. Subject to the foregoing, these The Learner
Club Terms will bind and inure to the benefit of the parties, their successors
and permitted assigns.
Notices
Unless you otherwise indicate in
writing, The Learner Club will communicate with you by email or by postng
communications on The Learner Club 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 The
Learner Club sends the communication to the email address you have provided to The
Learner Club on The Learner Club Platform, or when The Learner Club posts such
communication on The Learner Club Platform. You must keep your email address
updated on The Learner Club Platform, and you must regularly check The Learner
Club Platform for postings. If you fail to respond to an email message from The
Learner Club regarding violation, dispute or complaint within two business
days, The Learner Club will have the right to terminate or suspend your The
Learner Club Account.
Governing Law
For Residents Outside of
the United States
Except as otherwise specified below,
any claims arising out of The Learner Club Platform or these The Learner Club
Terms will be subject to the laws of Hong Kong, without reference to conflict
of laws principles.
Residents in the United
States
Any claims arising out of The Learner
Club Platform or these The Learner Club 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.
Dispute Resolution;
Binding Arbitration and Class Action Waiver
READ THIS SECTION CAREFULLY. THIS
SECTION MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO
FILE A LAWSUIT IN COURT.
Informal Dispute
Resolution
Our customer service department is
available through contacting us at info@thelearnerclub.com to
address any concerns, disputes, claims or controversies you may have regarding The
Learner Club Platform, these The Learner Club Terms or the relationship between
you and The Learner Club (collectively, "Disputes"). Most Disputes
are quickly resolved in this manner to our Members and 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.
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 Initial Dispute Resolution, except as otherwise specified in
Dispute Resolution for Residents in the United States below, you and The
Learner Club expressly agree that any claim or action arising out of or
relating to The Learner Club Platform or these The Learner Club Terms shall be
submitted by any party to be finally resolved by arbitration by written notice
to the other party. The arbitration shall be conducted 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.
Dispute Resolution for
Residents in the United States
If you are domiciled in
and/or use The Learner Club Platform in the United States, this Section 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 toInitial 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 The
Learner Club Terms notwithstanding any other choice of law provision contained
in these The Learner Club 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 The Learner Club Terms, including without limitation any
claim that all or any party of these The Learner Club 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 THE LEARNER CLUB AGREE THAT EACH MAY BRING CLAIMS
AGAINST THE OTHER ONLY IN YOUR OR THE LEARNER CLUB’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 Learner Club 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 Agreement to Arbitrate, Location and Class Action
Waiver above by sending written notice of your decision to opt-out pursuant to
Notice. The notice must be sent within 30 days of your first access or use of The
Learner Club 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, The Learner Club also will not be bound by such
provisions.
23. Feedback
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 The Learner Club and other
Members any claims and assertions of any moral rights that you may have with
respect to such Feedback.
24. General
The failure of The Learner Club to
enforce any right or provision of these The Learner Club 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 The Learner Club. Except as
expressly set forth in these The Learner Club Terms, the exercise by either
party of any of its remedies under these The Learner Club Terms will be without
prejudice to its other remedies under these The Learner Club Terms or
otherwise. If for any reason an arbitrator or a court of competent jurisdiction
finds any provision of these The Learner Club Terms invalid or unenforceable,
that provision will be enforced to the maximum extent permissible and the other
provisions of these The Learner Club Terms will remain in full force and
effect.
Contact Us
The Learner Club welcomes your
questions or comments regarding the Terms:
Email Address:
