Payment Terms of Service

Last Updated July 1, 2018

  1. Terms of Service
  2. Modification
  3. Eligibility
  4. Account Registration and Identity Verification
  5. Key Terms for Payment Services
  6. General Relationship
  7. Financial Terms for Students
    • No Refunds on Authorized Payments
    • Third Party Payment Method Fees
    • Cancelled Lesson Requests
    • Confirmation of Lessons
    • Feedback and Ratings on Lessons
    • Disputes with Teachers
    • Lesson Packages
  8. Financial Terms for Teachers
    • Accepting Teacher Service Requests
    • Cancellations of Lesson Requests
    • Disputes with Students
    • Lesson Packages
    • Language Tools Service Fees
    • Circumvention of Service Fees
    • Withdrawal of Funds
    • Withholding or Delaying Disbursement of Funds
    • Language Tools' Rights Regarding Reimbursements
    • Rounding Off
  9. Taxes
  10. Language Tools Wallet Policies
    • Language Tools Wallets are not Bank Deposits
    • Language Tools Wallet Balance Expiration Policy
    • Foreign Exchange Risk
  11. Language Tools' Rights Regarding User Accounts and Funds
    • Security and financial fraud
    • Interest compensation
    • Reservation of Rights for Erroneous Transactions
  12. User Conduct
  13. Enforcement of Terms of Service
  14. Disclaimers
  15. Limitation of Liability
  16. Indemnification
  17. Entire Agreement
  18. Assignment
  19. Notices
  20. Controlling Law and Jurisdiction
  21. Dispute Resolution
  22. General
  23. Contacting Customer Service

1. Terms of Service

These payment terms and conditions (“Payments Terms”) govern the Payment Services between you and Language Tools LLC, (Language Tools LLC is hereinafter referred to as "Language Tools", "we", "us", or "our"). Language Tools LLC will handle any and all payments and payouts conducted through or in connection with the Site, Application or Services ("Payment Services").

These Payment Terms constitute a binding legal agreement between you and Language Tools.

YOU ACKNOWLEDGE AND AGREE THAT, BY USING THE PAYMENT SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE PAYMENTS TERMS. IF YOU DO NOT AGREE TO THESE PAYMENTS TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PAYMENT SERVICES.

Failure to use the Payment Services in accordance with these Payments Terms may subject you to civil and criminal penalties. If you accept or agree to these Payments 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 Payments Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity. You further represent and warrant that you are at least eighteen (18) years old or the age of majority in your jurisdiction.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE TEACHERS AND STUDENTS CONNECTING AND BOOKING ONLINE LANGUAGE LESSONS DIRECTLY WITH EACH OTHER. LANGUAGE TOOLS CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY TEACHER OR STUDENT PROFILES AND IS NOT RESPONSIBLE FOR THE METHODS, MATERIALS, ONLINE DELIVERY TOOLS AND ALL ASPECTS OF THE LESSONS. LANGUAGE TOOLS IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LESSONS. ACCORDINGLY, ANY PAYMENT SERVICES WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK.

2. Modification

Language Tools reserves the right, at its sole discretion, to modify or terminate the Payment Services or to modify these Payments Terms at any time and without prior notice. If we modify these Payments Terms, we will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the “Last Updated” date at the top of these Payments Terms. By continuing to use the Payment Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Payments Terms. If the modified Payments Terms are not acceptable to you, your only recourse is to cease using the Payment Services.

3. Eligibility

The Payment Services are intended solely for persons who are 18 or older. Any use of the Payment Services by anyone under 18 is expressly prohibited.

4. Account Registration and Identity Verification

In order to use the Payment Services, you must first register to create a Language Tools Account and become a Member in accordance with the Terms of Service. You acknowledge, consent and agree that anyone you authorize to use your Member Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.

You authorize Language Tools, directly or through third parties, to make any inquiries we consider necessary to help verify or check your identity or prevent fraud. This may include asking you to provide a form of government identification (e.g. driver’s license or passport), your date of birth, and other information requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or attempting to screen your information against third party databases. You further authorize Language Tools (or its affiliates) to request a consumer report on you from a Consumer Reporting Agency. This consumer report will be requested and utilized in compliance with applicable law, included the Fair Credit Reporting Act. Language Tools reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

5. Key Terms for Payment Services

"Lesson Fees" and "Package Fees" - Lesson and Package Fees are the amounts that are due and payable by a Student for confirmed language lessons that have been given by a Teacher. The Teacher alone, and not Language Tools, is responsible setting the Lesson Fees or Package Fees.

“Member” – A user of the Site or Application, as a Student or Teacher.

"Service Fees" - Service Fees are the fees Language Tools charges to the Teacher when using Language Tools Services.

"Student Wallet" - A Student Wallet is an account created by Students to conduct transactions via Language Tools.

"Payment Method" - Payment Method is the service that a Student uses to conduct transactions via Language Tools. Examples of payment methods are credit card, debit card, or PayPal.

"Teacher Wallet" - A Teacher Wallet is an account created by Teachers to receive payment for Teacher Services. As a Teacher, you must use the Teacher Wallet Service to receive payment from Students.

"Withdrawal Method" - Withdrawal Method is the service that a Teacher uses to withdraw his or her wallet balance to a personal account. Examples of withdrawal methods are PayPal, and other third party payment providers.

6. General Relationship

Language Tools Provides the Venue
Language Tools makes the Site or Application available as an online venue where Members locate and connect with each other and take advantage of the Services. Language Tools is not involved in the dealing and contracting between Students and Teachers, or in the Teachers' delivery of Teaching Services to Students. Language Tools has no control over and does not guarantee the quality, safety or legality of Teaching Services advertised, the truth or accuracy of listings, the qualifications, background, or abilities of Teachers, the ability of Teachers to deliver Teaching Services, the ability of Students to pay for Teaching Services, or that a Student or Teacher can or will actually complete a transaction.

Performance of Lesson Contracts
Upon confirmation of Teacher Services, time, and price by both the Student and the Teacher, the Student agrees to purchase, and the Teacher agrees to deliver, the Teacher Services in accordance with the Terms of Service (collectively the "Lesson Contract"). You agree not to enter into any contractual provisions in conflict with those set forth by Language Tools. The Student and Teacher each covenants and agrees to act with good faith and fair dealing in performance of the Lesson Contract. Furthermore, the Student and Teacher each acknowledges and agrees that the value, reputation, and goodwill of the Site or Application depend on their performance of the foregoing covenants and agreements. The Student and the Teacher therefore agree that Language Tools has the right to take such actions with respect to the Lesson Contract, including without limitation suspension, termination, or legal actions, as Language Tools in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site or Application.

Non-Circumvention of the Services
Students and Teachers agree that for a period of one year after the first Lesson Contract is formed between a Student and Teacher, providing services for this relationship between the Student and the Teacher will be done exclusively via the Services.

IF YOU ARE A STUDENT, YOU AGREE THAT FOR A PERIOD OF ONE YEAR AFTER ACCEPTANCE OF A LESSON CONTRACT, IF YOU SOLICIT OR PURCHASE ANY SERVICES FROM THE SAME TEACHER YOU WILL DO SO EXCLUSIVELY ON THE SITE, WHETHER SUCH SERVICES ARE RELATED TO THE PREVIOUS SERVICES, OR FOR NEW, UNRELATED SERVICES.

IF YOU ARE A TEACHER, YOU AGREE THAT FOR A PERIOD OF ONE YEAR AFTER ACCEPTANCE OF A LESSON CONTRACT, IF YOU PROPOSE OR PROVIDE ANY SERVICES TO THE SAME STUDENT YOU WILL DO SO EXCLUSIVELY ON THE SITE, WHETHER SUCH SERVICES ARE RELATED TO THE PREVIOUS SERVICES, OR FOR NEW UNRELATED SERVICES.

In the event of circumvention of the Services as set forth in this provision, the Members shall be jointly and severally liable for payment to Language Tools of any and all missed lessons.

7. Financial Terms for Students

For Students, you must use your Student Wallet to receive Teaching Services from a Teacher.

Using the Wallet
In order to use your Wallet, you use a third-party payment method (example: credit card, PayPal, and others) to pay for the necessary amount. By providing Language Tools with your credit card or bank account information, you authorize us to charge such credit card or bank account for the amounts stated on the payment page. Following a successful transaction, your Student Wallet will reflect your current balance.

No Refunds on Authorized Payments
Authorized payments are final. No refunds will be given on amounts funded to a Wallet.

Third Party Payment Method Fees
When funding a Wallet, there may be fees that are charged to a Student by the third-party payment provider or the Student's bank or arising from foreign exchange rate fluctuations. These fees are not under Language Tools' control, and Language Tools disclaims all liability in this regard. Whatever Payment Method you use may be subject to additional terms and conditions imposed by the applicable third-party payment provider. It is up to the user to review the terms and conditions before using a third-party payment method.

Cancelled Lesson Requests
If a Lesson Request is cancelled by the Student, declined by the teacher, or expires (not confirmed by the Teacher within the request period), the lesson fee will be fully refunded to the Student’s Student Wallet.

Confirmation of Lessons
As a Student, when you confirm a lesson was successful, you instruct Language Tools to pay the Teacher using the Student Wallet Service. You confirm that the Teacher has completed the applicable Services fully and satisfactorily, and you are instructing Language Tools to transfer a balance from your Student Wallet to the Teacher’s Teacher Wallet.

Feedback and Ratings on Lessons
As a Student, when you confirm a lesson was successful, you will also be asked to leave feedback and a rating for the teacher. Leaving feedback or a rating is optional. However, if you do so, you agree that your feedback will not be used to artificially raise or lower a teacher's rating, commit fraud, spam, insult, harass, threaten, or enact intentional misuse.

You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Service, and agree not to take any actions that undermine the integrity of the feedback system.

Disputes with Teachers
In the event there is a disagreement with a teacher, there are two phases to resolving the dispute.
Phase 1: Member Resolution – The Student and Teacher should discuss and reach agreement on what services should be provided, and whether the Wallet balance should be transferred to the Student or the Teacher. Any new terms that are agreed by the Student and Teacher should be submitted to Language Tools, for a written record.
Phase 2: Language Tools Dispute Judgment – If the Student and Teacher cannot agree, then the dispute will be handled by Language Tools. Language Tools will review any evidence and submitted materials pertaining to the dispute and make a final, binding ruling. By using the Services, Members agree that Language Tools has the authority to resolve any and all such disputes.

Lesson Packages
Lesson packages on Language Tools are valid for 6 months. Reminders will be sent to both the Student and the Teacher when the expiration date of their package comes due. If there is no action taken by the Student, then the remaining balance of the package will be sent to the Teacher, minus Language Tools' normal commission. If no action is taken by the Teacher, then all remaining amounts in the package will be returned to the Student.

In the event that there is a dispute as to who cancelled a package and the Student and Teacher cannot reach a compromise, then Language Tools will mediate the dispute. Language Tools' decision on the dispute is final as per the dispute resolution procedures set forth above. Please note that in the case of a dispute, it is up to the Teacher and the Student to provide proof to Language Tools to support their positions.

8. Financial Terms for Teachers

For Teachers, you must use Language Tools Wallet to receive payment for Teaching Services from a Student. The Teacher Wallet is used to hold a Teacher’s balance, and to make withdrawals of the balance to a Teacher's personal funds.

You agree to Language Tools' Teacher Terms of Service at Teacher Terms.

Accepting Teacher Service Requests
Teachers will receive requests for Teacher Services ("Lesson Requests"). By accepting a Lesson Request, you agree to provide your Teaching Services to the Student at the date and time set inside the request. You can choose to decline the request. If you do not respond, the request will automatically expire.

Cancellations of Lesson Requests
If Language Tools decides for any reason that it is necessary or desirable to cancel a confirmed Teacher Services Request made via the Site, Application or Services pursuant to Language Tools Terms of Service, you agree that Language Tools and the relevant Student or Teacher will not have any liability for such cancellations or refunds.

Disputes with Students
In the event there is a disagreement with a student, there are two phases to resolving the dispute.
Phase 1: Member Resolution – The Student and Teacher should discuss and reach agreement on what services should be provided, and whether the balance should be transferred to the Student or the Teacher. Any new terms that are agreed by the Student and Teacher should be submitted to Language Tools, for a written record.
Phase 2: Language Tools Dispute Judgment – If the Student and Teacher cannot agree, then the dispute will be handled by Language Tools. Language Tools will review any evidence and submitted materials pertaining to the dispute and make a final, binding ruling. By using the Services, Members agree that Language Tools has the authority to resolve any and all such disputes.

Lesson Packages
Lesson packages on Language Tools are valid for 6 months. Reminders will be sent to both the Student and the Teacher when the expiration date of their package comes due. If there is no action taken by the Student, then the remaining balance of the package will be sent to the Teacher, minus Language Tools' normal commission. If no action is taken by the Teacher, then the remaining balance of the package will be returned to the Student.

In the event that there is a dispute as to who cancelled a package and the Student and Teacher cannot reach a compromise, then Language Tools will mediate the dispute. Language Tools' decision on the dispute is final as per the dispute resolution procedures set forth above. Please note that in the case of a dispute, it is up to the Teacher and the Student to provide proof to Language Tools to support their positions.

Language Tools Service Fees
Language Tools collects commission fees when a Teaching Service ("lesson") is confirmed by the Student.  For each transaction on the Site or Application, the commission is 15% of the total cost of the lesson. Fees due to Language Tools are deducted upon transfer of the balance to the Teacher Wallet. You agree and acknowledge that Language Tools shall have this right to deduct its commission prior to payment of the remainder of the lesson price to you.

The balance shown in the Teacher Wallet is the full balance after all fees have been deducted. Amounts may be rounded up or down as described the “Rounding Off” section.

Language Tools does not charge any fees for the Teacher to register or create a listing for Teacher Services on Language Tools. To the extent any refunds are issued, commission fees will be based on the amount that is not refunded back to the Student.

Circumvention of Service Fees
Teachers agree not to engage in any action or activity meant to circumvent the service fees. Prohibited practices include (but are not limited to) the following:

  • Suggesting, soliciting, or accepting payment by other means outside the Language Tools Payment Service.
  • Failing to report accurate or final service prices on the Site, or a service price different than that agreed between Student and Teacher.

Withdrawal of Funds
When withdrawing a Wallet balance, there may be fees that are charged to a Teacher by the third-party payment method or the Teacher's bank or attributable to fluctuating foreign exchange rates. These fees are not under Language Tools' control, and Language Tools disclaims all liability in this regard. Whatever third-party payment method that is used by Teachers may be subject to additional terms and conditions imposed by the third-party payment provider. It is up to the Teacher to review the terms and conditions before using a third-party payment method.

Withholding or Delaying Disbursement of Funds
If Language Tools reasonably concludes, based on information available to Language Tools, that a Teacher's actions may have resulted or will result in a significant number of disputes, refunds or other claims from users who purchased their Teaching Services, Language Tools reserves the right to delay or stop the disbursement of all funds accrued in a Teacher's Teacher Wallet. If Language Tools concludes that a teacher has violated the Terms (including the Privacy Policy, Community Policy, and Teacher Terms), Language Tools can refuse to disburse the funds accrued in the Teacher's Teacher Wallet and debit such funds from the Teacher Wallet.

Language Tools' Rights Regarding Reimbursements
Language Tools reserves the right to seek reimbursement from a Teacher if Language Tools, in its sole discretion, (a) provides a refund to a Student if the Teacher cannot promptly deliver the purchased Teacher Services, or (b) discover erroneous or duplicate transactions. The Teacher authorizes Language Tools to obtain such reimbursement by deducting from future payments owed to the Teacher, reversing any to the Teacher's Account, debiting the Teacher's bank account, or seeking such reimbursement from the Teacher by any other lawful means.

Rounding Off
Language Tools may, in its sole discretion, round up or round down amounts that are payable from or to Teachers or Students to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar); for example Language Tools will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.

9. Taxes

Teacher understands and agrees that they are solely responsible for determining their applicable Tax reporting requirements and obligations relating to applicable Taxes for their services. They are also solely responsible for remitting to the relevant authority any Taxes included or received. Language Tools cannot and does not offer Tax-related advice to any Members.

10. Language Tools Wallet Policies

Language Tools Wallet Balance are not Bank Deposits
You acknowledge that: (1) Language Tools is not a bank and the Student Wallet and Teacher Wallet is a payment service rather than a banking service; and (2) Language Tools is not acting as a trustee or fiduciary with respect to your funds, but is acting only as an agent and custodian. (3) Language Tools IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN THE STUDENT WALLET OR TEACHER WALLET ARE NOT INSURED DEPOSITS.

Language Tools Wallet Expiration Policy
Language Tools Wallet balances in a member account will be valid for as long as the member remains active on Language Tools. If the member has not logged into his/her account at least once in the previous year, the balance will expire. For a member to keep their balance active, they must login at least once every year to their Language Tools account. Language Tools balances are then valid for another 1 year following the most recent login date.

Foreign Exchange Risk
The Student Wallet and Teacher Wallet Services re tied to US Dollars. Language Tools is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than USD, nor is Language Tools responsible for currency fluctuations that occur when receiving or sending payment via third party payments or withdrawing a balance.

11. Language Tools' Rights Regarding User Accounts and Funds

Security and financial fraud
As a security measure, Language Tools may impose transaction limits on some or all Students and Teachers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will impose these limits before any services are rendered if we determine it is necessary for security reasons or the prevention of fraud.

Language Tools reserves the right to void purchases if purchases are found to be fraudulent. This includes purchases that have been made from fraudulent Language Tools Gift Card purchases.

Interest compensation
Language Tools may earn interest or other compensation from the balances in bank accounts that result from the timing difference between the payment for Teacher Services and the disbursement of the corresponding funds to Teachers. Teachers and Students are not entitled to any such interest or other compensation.

Reservation of Rights for Erroneous Transactions
Language Tools reserves the right to seek reimbursement from any Teacher or Student for erroneous transactions. The Teacher or Student will reimburse Language Tools if Language Tools discovers erroneous or duplicate transactions for the amount of such transaction from such Teacher or Student. Language Tools may obtain such reimbursement by deducting from future payments owed to such Teacher, by reversing any to such Teacher's bank account, or by seeking reimbursement from such Teacher by any other lawful means.

12. User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not:

  • Violate any local, state, provincial, national, or other law or regulation, or any order of a court;
  • Use the Payment Services for any commercial or other purposes that are not expressly permitted by these Terms;
  • Use the Payment Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, personal contact information or credit, debit, calling card or account numbers, or photographs of others without their permission;
  • Register any Payment Method with your Language Tools account that is not yours or you do not have authorization to use;
  • Attempt to probe, scan, or test the vulnerability of any Language Tools system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Language Tools or any other third party (including another user) to protect the Payment Services;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Payment Services to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Payment Services;
  • Advocate, encourage, or assist any third party in doing any of the foregoing.

Language Tools has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Payments Terms, Language Tools may take a range of actions against you, including but not limited to limiting access to your Language Tools Account and any associated Payment Services, for a violation of these Payments Terms.

13. Enforcement of Terms of Service

We may suspend or cancel your Member Account if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms of Service, or violated our rights or those of another party. Without limiting Language Tools' other remedies, we will suspend or terminate your Member Account and refuse to provide any Services to you if: (a) you breach any terms and conditions of the Terms of Service and the other written policies and procedures posted on the Site or Application; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for Language Tools.

Once suspended or terminated, you may not continue to use the Language Tools service under a different Account or re-register under a new Account. This includes usage of any associated Payment Services. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If a User or Member engages in actions or activities which circumvent the Site or Application or otherwise reduces service fees owed Language Tools under the Terms of Service, that User or Member will be liable to Language Tools for the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of Language Tools membership. Language Tools reserves the right to terminate any User or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. When your membership is canceled, you may no longer have access to data, messages, files and other material you keep on the Site or Application.

14. Disclaimers

IF YOU CHOOSE TO USE THE PAYMENT SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT LANGUAGE TOOLS PROVIDES THE PAYMENT SERVICES “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LANGUAGE TOOLS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LANGUAGE TOOLS MAKES NO WARRANTY THAT THE PAYMENT SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. LANGUAGE TOOLS MAKES NO WARRANTY REGARDING THE QUALITY OF THE PAYMENT SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LANGUAGE TOOLS PAYMENTS OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

NOTWITHSTANDING LANGUAGE TOOLS’ APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE TEACHERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM STUDENTS ON BEHALF OF THE TEACHERS, LANGUAGE TOOLS EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY GUEST OR OTHER THIRD PARTY.

15. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF THE PAYMENT SERVICES REMAINS WITH YOU. IF YOU PERMIT OR AUTHORIZE ANOTHER PERSON TO USE YOUR LANGUAGE TOOLS’ ACCOUNT IN ANY WAY, YOU ARE RESPONSIBLE FOR THE ACTIONS TAKEN BY THAT PERSON. NEITHER LANGUAGE TOOLS NOR ANY OTHER PARTY INVOLVED IN PROVIDING PAYMENT SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE PAYMENT SERVICES, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PAYMENT SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LANGUAGE TOOLS PAYMENTS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE LANGUAGE TOOLS’ TEACHER GUARANTEE, IN NO EVENT WILL LANGUAGE TOOLS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE PAYMENT SERVICES INCLUDING, BUT NOT LIMITED TO, FROM THE USE OF OR INABILITY TO USE PAYMENT SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR TEACHING SERVICES VIA THE LANGUAGE TOOLS PLATFORM AS A STUDENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A TEACHER, THE AMOUNTS PAID BY LANGUAGE TOOLS TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LANGUAGE TOOLS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16. Indemnification

You agree to release, defend, indemnify, and hold Language Tools and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Payment Services, or your violation of these Payments Terms.

17. Entire Agreement

Except as they may be supplemented by additional Language Tools policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Payments Terms constitute the entire and exclusive understanding and agreement between Language Tools and you regarding Payment Services and supersede and replace any and all prior oral or written understandings or agreements between Language Tools and you regarding the same.

18. Assignment

You may not assign or transfer these Payments Terms, by operation of law or otherwise, without Language Tools’ prior written consent. Any attempt by you to assign or transfer these Payments Terms, without such consent, will be null and of no effect. Language Tools may assign or transfer these Payments Terms, at its sole discretion, without restriction. Subject to the foregoing, these Payments Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

19. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Payments Terms, will be in writing and given by Language Tools (i) via email (in each case to the address that you provide) or (ii) by posting to the Language Tools Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

20. Controlling Law and Jurisdiction

The Terms of Service are governed in all respects by the laws of the state of Washington without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Language Tools must be resolved by a court located in the state of Washington, or as described in the Arbitration Option paragraph below. You hereby submit to the personal jurisdiction of the courts located within the state of Washington for the purpose of litigating all such claims or disputes.

21. Dispute Resolution

If a dispute arises between you and Language Tools, our goal is to resolve such dispute quickly and cost effectively. You agree to first contact us directly to seek dispute assistance by going to Customer Service. You and Language Tools agree to resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Language Tools Services (a "Claim") with Dispute Resolution.

Arbitration Option
For any claim arising between you and Language Tools (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $5,000 the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution (" ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award may enter any judgment on the award in any court of competent jurisdiction.

Improperly Filed Claims
Should you file a claim contrary to this section entitled " Disputes Resolution," provided that Language Tools has notified you in accordance with the Terms of Service of the improperly filed claim, and you have failed to promptly withdraw the claim.

22. General

The failure of Language Tools to enforce any right or provision of these Payments 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 Language Tools. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Payments Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Payments Terms will remain in full force and effect.

Contacting Customer Service

If you wish to report a violation of Site, Application or Service Policies, have any questions or need assistance, please contact Language Tools Customer Service as follows:

Online Support: Contact Us 
Email: support@languagetools.io