Last updated January 26, 2017
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Use of Our Service
Who can use our Service:
You may use the Service only if you can form a binding contract with SAY, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by SAY.
Creating and using an account:
Your SAY account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a SAY account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf. By connecting to SAY with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You may never use another User's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify SAY immediately of any breach of security or unauthorized use of your account. SAY will not be liable for any losses caused by any unauthorized use of your account.
Controlling an account:
You may control your User profile and how you interact with the Service by changing the settings in your Setting page. By providing SAY your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
License to Use our Services - SAY Intellectual Property
Subject to these Terms, we grant to you a limited, personal, non-exclusive, non-transferable, freely revocable license to use the Service for your personal, non-commercial use and not for resale or further distribution and only as permitted by the features of the Service. SAY reserves all rights not expressly granted herein in the Service and the SAY Content (as defined below). SAY may terminate this license at any time for any reason or no reason.
Except for your User Content, the Service and all materials therein, including, without limitation, software, curriculum, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, inventions, discoveries, trade secrets, photographs, audio, videos, music, and User Content belonging to other Users (the "SAY Content"), and all intellectual property rights related thereto, are the exclusive property of SAY and its licensors (including other Users who post User Content to the Service). Our Services are protected by applicable intellectual property laws, including United States and South Korean copyright law and international treaties.
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services or SAY Content; (ii) rent, lease or sublicense access to any of our Services or SAY Content; or (iii) circumvent or disable any security or technological features or measures of our Services.
Access to our Services
We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers).
We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services.
We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any of your User Content or any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.
Fees for the use of our Services
Subject to the Terms, our Services are provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for paid resources and services can be found at http://www.SAY.com/pricing, as we may update them from time to time (or such URL as we may provide). By using the paid aspects of the Services, you expressly agree to these pricing terms.
For all purchased resources and services, we will charge your credit card, debit card, or other method of payment on a monthly basis or at the interval indicated in our pricing terms at http://www.SAY.com/pricing if different, and you authorize us to charge your method of payment in accordance with the terms of your pricing plan or subscription. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are solely responsible for (i) paying all taxes and government charges, and (ii) all reasonable expenses and attorneys fees we incur collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on our measurements of your use of our Services, unless otherwise agreed to in writing.
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred.
You may cancel your SAY account at any time; however, there are no refunds for cancellation. To the fullest extent permitted by law, refunds (if any) are at our discretion and only in the form of credit for our Services. In the event that SAY suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else. Any outstanding balance on your account becomes immediately due and payable upon termination of these Terms for any reason.
Nothing in these Terms obligates us to extend credit to you or any third party. You acknowledge and agree that any credit card and related billing and payment information that you provide to us may be shared by us with companies who work on our behalf, such as third-party payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to us and servicing your account. We may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. We shall not be liable for any use or disclosure of such information by such third parties. We reserve the right to discontinue the provision of our Services to you for any late payments.
We may change our fees and payment policies for our Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL we may provide from time to time). By continuing to use of the Services after receiving such notice, you agree to any changes to the fees or payment policies.
You may not create multiple accounts to simulate or act as a single account or otherwise access our Services in a manner intended to avoid incurring fees.
You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law, or as SAY may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Service or compile or collect any SAY Content or other Users' User Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Service or to store, copy, modify, distribute, or resell any SAY Content or other Users' User Content ; (iii) rent, lease, or sublicense your access to our Service to another person; (iv) use any Service, SAY Content or other Users' User Content for any purpose except for your own personal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Service; (vi) use our Service in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Service; (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Service, SAY Content or other Users' User Content; (viii) transmit spam, chain letters, or other unsolicited email; (ix) use the Service for any commercial solicitation purposes; or (x) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity.
Accessing the content available on the Service for any purpose or in any manner other than Streaming is expressly prohibited. "Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the Service to a User's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE VENUE FOR LANGUAGE LEARNING WHERE MEMBERS, BOTH STUDENTS AND TEACHERS HOSTS MAY TAKE ADVANTAGE OF CONNECTION SERVICES AND PAYMENT SERVICES DIRECTLY WITH EACH OTHER. YOU UNDERSTAND AND AGREE THAT SAY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN STUDENTS AND TEACHERS OR BETWEEN MEMBERS, NOR IS SAY A LANGUAGE SERVICES BROKER OR AGENT. SAY HAS NO CONTROL OVER THE CONDUCT OF STUDENTS, TEACHERS, MEMBERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY SERVICES RENDERED BETWEEN THEM, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IF YOU CHOOSE TO TEACH ON SAY , YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH SAY IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF SAY 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 SAY . SAY 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 SAY , INCLUDING BY INAPPROPRIATELY USING ANY SAY INTELLECTUAL PROPERTY. FURTHERMORE, YOU WILL NOT BE ENTITLED TO RECEIVE ANY OF THE BENEFITS WHICH EMPLOYEES OF SAY MAY BE ACCORDED. ALSO, SAY WILL HAVE NO OBLIGATIONS TO WITHHOLD OR PAY ANY TAXES WITH RESPECT TO YOUR INDEPENDENT CONTRACTOR RELATIONSHIP WITH SAY. YOU WILL BE SOLELY RESPONSIBLE FOR PAYING ALL TAXES IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THIS AGREEMENT.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR CONTENT.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
Linking to our Services
Framing of our Services within or as part of any third-party services, or any other manner of incorporating parts of our Services as part of another Web site or service, is not permitted without our prior written consent.
User Postings to our Services
User Content: You may have the opportunity to post information and content on the Service. Any content a User submits, posts, displays, or otherwise makes available on the Service, which originates from a particular User, including all intellectual property rights therein, is referred to as that User's "User Content." You grant us a perpetual, non-exclusive, fully paid, royalty-free, irrevocable, sublicensable, worldwide license and right to display, use, perform, reproduce, modify, distribute and create derivative works of all such User Content and your name, voice, and/or likeness as contained in the User Content, in whole or in part, in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party, for use in connection with the Service and SAY' (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms.
BY POSTING OR PROVIDING ANY USER CONTENT, YOU REPRESENT AND WARRANT THAT PUBLIC POSTING AND USE OF YOUR USER CONTENT BY US WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY OR RIGHTS OF PRIVACY.
Other Users' User Content on the Service: SAY takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You are solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that SAY shall not be liable for any damages you allege to incur as a result of User Content.
Third Party Links
Use Policies and Service Rules
You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Services.
You will not use our Services to: (i) upload, post, email, or otherwise transmit any User Content that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) "stalk" or otherwise harass another User; or (xi) collect or store personal data about other Users.
"SAY," the SAY logo, and any other product or service name or slogan displayed on our Services are trademarks of SAY and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of SAY Global, Inc. or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "SAY" or any other name, trademark or product or service name of SAY without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of SAY and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, SAY does not waive any rights to use similar or related ideas previously known to SAY, or developed by its employees, or obtained from sources other than you. You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
As a Teacher, you acknowledge that as a result of performing tutoring services under this Agreement I will be in possession of SAY ’s Confidential Information, and I agree to not disclose, or otherwise allow or cause the dissemination of any of SAY ’s Confidential Information to any competitor of SAY or any other third party unless required by applicable law or a government agency. “Confidential Information” means all information regardless of whether or not explicitly marked as “confidential” that is related to the business activities of SAY , including but not limited to, student information or lists, supplier information, marketing, sales strategies, pricing, product development, product sourcing, research products, tutoring and/or teaching materials (including without limitation the Tutoring Materials), software, technology, systems and the terms and conditions of this Agreement. If the disclosure of any of SAY ’s Confidential Information is required by law, I agree to not make such disclosure until after notifying SAY of such and obtaining their approval, which will not be unreasonably withheld. Furthermore, I agree that I may not directly or indirectly use any Confidential Information for any purpose other than to satisfy my obligations under this Agreement and will destroy or return all Confidential Information and all copies thereof upon receipt of and in strict accordance with SAY ’s request and instructions regarding such.
Disclaimer of Warranties
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SAY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SAY WILL NOT BE LIABLE TO ME OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSSES (EVEN IF SAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR ANY DISPUTE OR CLAIM BETWEEN ANY THIRD PARTY AND I OR FOR ANY OTHER MATTER IN CONNECTION WITH THIS AGREEMENT. I FURTHER AGREE THAT THIS LIMITATION APPLIES TO ALL CAUSES OF ACTIONS UNDER ANY AND ALL LEGAL THEORIES INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, AND ANY AND ALL OTHER TORTS.
You agree to indemnify and hold SAY and its affiliates, officers, directors, agents and employees harmless from and against any and all claims, damages and costs (including reasonable attorneys’ fees) (“Damages”) owed to any third party that is caused by, or arises out of or in connection with any action carried out by me that is not in strict compliance with my duties and obligations under this Agreement, excluding and only to the extent such Damages is or was directly caused by the gross negligence or willful misconduct of SAY.
Governing Law and Dispute Resolution.
Both parties acknowledge and agree that (i) this Agreement is governed by and will be construed in accordance with the laws of the Republic of Korea without regard to its conflict of laws principles, (ii) the Seoul Central District Court of Korea (“Court”) will have exclusive jurisdiction over any and all disputes arising out of or in connection with this Agreement and (iii) each party hereby submits to the exclusive jurisdiction and venue of the Court for all such actions and will not claim any lack of personal jurisdiction by the Court in such event.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Notification Procedures: SAY may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by SAY in our sole discretion. SAY reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms.
Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with SAY in connection with the Service, shall constitute the entire agreement between you and SAY concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
No Waiver: Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
If you have any questions or concerns about our Services or these Terms, you may contact us at: email@example.com