Terms of Use

Version № 3 of 25.05.2020

Please, note! We recommend that you read and understand these Polygled Terms of Service in full before you register as a Polygled user. Polygled is a platform for pairing up language learners. Our mission is to provide consumers with the opportunity to communicate and learn languages in an accessible and affordable way, according to the principle: "Learn by communicating"! 

Polygled provides an online platform for communication and language learning, where chat partners, students and teachers (the terms are defined below) can cooperate with each other and use the services (collectively referred to as the "Services"). These services are available at www.polygled.com and on any other websites where Polygled makes them available (collectively, the "Site" or the "Services"), as well as in applications for mobile devices, tablets and other smart devices and application interfaces (collectively, the "Application").

If you use the Site, Application or Services, the Terms of Service are between you and ABRUE TRADING LIMITED (hereinafter referred to as "ABRUE", "Polygled", "we", "us" or "our"). Polygled will process any and all payments made through or in connection with the Site, Application or Services ("Payment Services"). The payment services provided by Polygled are subject to the Payment Terms ("Payment Terms").

"Content" means all Content that Polygled provides through the Site, Application, Services or related advertising campaigns and social media channels, including any Content licensed from a third party, but excluding Content from an intermediary.

"Chat Partner Account" means the Polygled account that you create when you register to become a Chat Partner and use the Services.

"Chat Partner" means an individual or a legal entity that registers for an Account.

"Chat Partner Content" means all Content that the Chat Partner publishes, uploads, presents, transmits or includes in the Chat Partner's profile or in the Polygled advertising campaign to make it available through the Site, App or Services.

"Services" means any connection or payment services that Polygled provides.

"Student" means a Chat Partner who purchases Educational Services.The terms of the Student's education on the website are Regulated by the Agreement-offer for providing information and consulting services (Appendix No. 1 to the terms of service of Polygled).

"Tutor" means a Chat Partner who offers and provides Educational Services.The terms of work of the tutor on the website are regulated by the License agreement-offer (Appendix No. 2 to the terms of service of Polygled). 

"Professional Tutor" means that the Tutor has specialized education, confirmed by certificates and/or diplomas, which are provided at the time of registration as a professional tutor.

"Amateur Tutor" means that a Tutor does not have, or has not provided, supporting documents confirming their professional linguistic education and can provide communication skills services for a fee in the target language of the Student.

"Educational Services" means all Services provided by Tutors, both professional and amateur. This includes paid lessons.

"User" means any of the following: (1) a person who is a Chat Partner or a Tutor using the Site or Application on their own behalf; (2) a person using the Site or Application on behalf of a Chat Partner or a Tutor who is a company or organization.

"Visitor" means a person who only visits the Site or Application, but is not a User. 

2.1. The Site, Application, and Services may be used to provide an interactive meeting space where Chat Partners, including Students and Tutors, may cooperate with each other and use Connection Services and Payment Services to learn a language.

3.1. The site or Application is the place where:

4.1. Polygled grants Users or Visitors the right to use the Application for a fee unless otherwise provided in the Terms and Conditions.

4.2. The Site or Application is a platform for learners looking for online language lessons or other language learning services to contact Tutors wishing to provide online language lessons and other language learning services.

4.3. The Payment Services provide Students and Tutors with certain tools for collaboration, feedback, credit and payment, dispute resolution and other services (collectively, "Paid Services"). Payment for services does not refer to connection services.

4.4. By signing up for or using the Application, you agree to the Polygled Services Terms of Service at www.polygled.com/paymentterms.

4.5. Users pay by using the tools available on the Site. Payments made are not refundable. If in any circumstances (by law or contract) Polygled is obliged to refund the money, such refund will be made not later than sixty business days from the date of the corresponding request by the User. In this case, the refund shall be made on the same means of payment from which the payment was made. If necessary, Polygled may request that documents or other evidence be provided to prove the actual will of the User.

5.1. By signing up for or using our websites, services, mobile applications, developer platforms or other information provided through the Services, you agree to enter into a legally binding agreement with ABRUE. You also agree that the Terms govern your access to and use of the Services and any information that appears in the Services. Your access to and use of the Services is subject to your acceptance and compliance with the Terms. By accessing or using the Services, you agree to comply with the Terms.

5.2. We may, at our sole discretion, change or update the Terms from time to time, so we recommend that you periodically review this page. By accepting the Terms, each User undertakes to review possible changes to the Terms and Conditions and understands the risk of possible negative consequences associated with failure to comply with this obligation. The further use of the Service by the User after the introduction of changes in the Terms indicates the acceptance of the changes by the User and the intention to continue using the Service. 

5.3. Your privacy and ability to control your data are very important to us. Any information you provide to us is governed by our Privacy Policy, which governs the collection and use of your information. By using the Services, you consent to the collection and use (as set out in the Privacy Policy) of this information, including the transfer of this information to the United States, Cyprus, the People's Republic of China, the Federal Republic of Germany and/or other countries for our storage, processing and use.

5.4. The User must read the Terms and Conditions in full before using the Application. Use of the Application means full and unconditional acceptance by the User of the Terms and Conditions (acceptance).

5.5. Acceptance is tantamount to signing a contract in accordance with the provisions of the Civil Code of the Russian Federation, business practices in the Russian Federation, or the norms of international agreements. 

5.6. Acceptance of the Terms is carried out by means of specific actions aimed at the use of the Service. 

5.7. By accepting the Terms, the User confirms that they act in good faith, voluntarily and reasonably within the limits of their legal capacity (competence), without any obstacles to the acceptance of the Terms, fully understanding the meaning and purpose of the Terms. 

5.8. The use of the Service may be described on its respective web pages. When using the Service, the User undertakes to get acquainted with the information published on the web-pages of the Service concerning such use. 

6.1. You own the information you provide in accordance with the Terms and may request that it be deleted at any time, unless you have transferred the information or Content to others and they have not deleted it, or it has been copied or stored by other Users. Deleted Content may be backed up for a reasonable period of time, but will not be available to others.

6.2. In addition, you grant ABRUE a non-exclusive, non-callable, worldwide, perpetual, unrestricted, transferable, sublicensable, fully paid and gratuitous right to copy, create derivative works from, improve, distribute, publish, delete, store, add, process, supplement, comment, and analyze, use, and commercialize in any way that we know or may discover in the future any of the information that you provide to our applications, directly or indirectly, including, but not limited to any user content, ideas, concepts, methods or service information that you provide to the Services without any additional approval, notification or compensation to you or any third party. Any information that you provide to us is at risk of loss.

6.3. By submitting information to us, you represent and warrant that you have the right to submit the information and that this information is accurate, non-confidential and does not violate any contractual restrictions or other rights of third parties. You are responsible for the accuracy and relevance of the information in your account profile.

7.1. To be eligible to use the Service, you must meet the following criteria and guarantee that:

7.1.1. You are at least 13 years old or have reached the equivalent minimum age for social applications or public forums in your country or region. If you are from Europe, you must be at least 16 years old.

7.1.2. You have read and agree to these Terms of Service and our Privacy Policy.

7.1.3. You agree to follow our Community Principles each time you use our applications.

If you are between the ages of 13 and 17 (or you are a minor in your country or region):

7.1.4. If your account was previously suspended by any Polygled staff for violating our Terms of Service or our Community Policies, you may not continue using any of our Services.

7.1.5. You may not use our applications where it is prohibited by law, and you must comply with all local rules regarding online conduct and acceptable content. Our failure or delay in exercising or applying any right or provision of the Terms does not constitute a waiver of that right or provision.

7.1.6. If we disable your account, you will not be able to create another one without our permission;

7.1.7. By connecting to Polygled via a social media network (e.g. Facebook, Weibo, Google, VKontakte), you give us permission to access and use your information from these social media networks according to their respective permissions;

7.1.8. You use your real name and identity in your profile and you will not provide false personal information or create an account for anyone other than you without permission;

7.1.9. You will only maintain one Polygled account at any given time;

7.1.10. You have full authority and authority to accept, and this will not violate any other agreements to which you are a party;

7.1.11. You have no criminal record for sexual offenses;

7.1.12. You will not infringe any rights, including intellectual property rights such as copyrights or trademark rights;

7.1.13. Use of the Service is not contrary to the User's national laws.

7.2. By registering on the Site, the User warrants that we meet all of the above criteria. Non-compliance with at least one of these criteria may be the basis for disabling the User's account.

8.1. By signing up for our applications, you agree:

8.1.1. To keep your password safe and secure;

8.1.2. Not to allow others to use your account;

8.1.3. To refrain from using other Users' accounts;

8.1.4. To refrain from selling or otherwise transferring your account to another person or from any other activity that could compromise the security of your account;

8.1.5. To be responsible for any activity on your account until you close your account or prove that the security of your account was compromised through no fault of yours.

8.2. You can control your User profile and how you interact with the Service by changing the settings on our application profile page or by changing settings before posting messages. By providing us with your email address or phone number, you agree that we will use your email address or phone number to send you notifications related to the Services, including any legally required notifications instead of mailings. We may also use your email address or phone number to send you other communications, such as changes to the features of the Service or Service Notifications.

9.1. We make every effort to ensure that Polygled is a safe place without illegal, misleading, malicious or discriminatory content and conversations.

9.2. Therefore, by using Polygled, you agree:

9.2.1. Not to use Polygled to promote any of the services and products you provide or sell on a commercial basis, especially tutoring services, unless they are covered by the Terms and Conditions;

9.2.2. Not to publish, upload, broadcast, display or transmit text, words, statements, conversations, graphics, images, software, music, audio, video, information or other materials that:

9.2.3. Not to use Polygled to commit illegal, misleading, malicious or discriminatory acts;

9.2.4. Not to bully, abuse, harass, persecute, humiliate, threaten or discriminate against any User;

9.2.5. Not to cause or intend to cause embarrassment or anxiety or to threaten, harass or violate the privacy of any User;

9.2.6. Not to request or offer sexually explicit materials and/or materials harmful to children;

9.2.7. Not to discuss illegal activities such as sale and use of illegal drugs or manufacturing explosives;

9.2.8. Not to request information to log in or access an account belonging to another User;

9.2.9. Not to intercept or monitor, damage or alter any communications that are not intended for you;

9.2.10. Not to send or publish unsolicited or objectionable commercial communications (such as spam) or any communications not permitted by applicable law in our applications;

9.2.11. Not to collect content or information about Users or attempt to access the Services by automatic means (such as robots, bots, robots, spiders or scrubbers) without our permission;

9.2.12. Not to engage in illegal multi-level marketing (such as a pyramid) on our Services,

9.2.13. Not to upload viruses or other malicious codes,

9.2.14. Not to do anything that would disable, overload or interfere with the proper operation of Polygled (e.g. denial of service attack);

9.2.15. Not to reverse engineer, decompile, disassemble, decrypt or otherwise attempt to obtain source code for any underlying intellectual property used to provide the Services or any portion of the Services provided by Polygled; 

9.2.16. Not to use or copy any information, content or any data that you view and/or receive from the Services to provide any services that are competitive at our sole discretion;

9.2.17. Not to adapt, modify or create derivative works based on Polygled, the underlying technology of the Services or any particular element on the Services, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained in the Services, without our written consent,

9.2.18. Not to attempt to investigate, scan or test the vulnerability of any of our systems or networks or to breach any security or authentication measures, and not to encourage violations of the Terms of Service.

9.2.19. Avoid conduct that could be considered illegal under international or national law, infringing public or private rights.

9.3. Polygled reserves the right to decide which conduct falls within these categories and will make reasonable efforts to deny access to Users who do not comply with the Terms. However, Polygled does not guarantee that you will not be connected with violators until they are banned. Please report violations by email to support@polygled.com.

9.4. You understand and agree that you may encounter User Content (as defined below) that is inaccurate, objectionable, inappropriate for children or otherwise unsuitable for your purposes, and agree that Polygled will not be liable for any damage that you suffer as a result of User Content.

10.1. All content created or published by Users, including topics, profiles, video, audio or text chat and conversation content, as well as messages sent via our application's messaging feature ("Content"), is the sole responsibility of the person who created such Content, regardless of whether it has been published or privately transmitted. In particular, you are responsible for ensuring that your Content complies with community principles and complies with the general prohibitions set out in the Terms.

10.2. We reserve the right (but not the obligation) to decide whether any Content that you create or use complies with these Terms. We may, at our sole discretion, remove such Content and/or terminate the Terms and your User account if you post or use any Content that violates the Terms.

10.3. Any use of any Content or materials posted through the Services or obtained by you through the Services is at your own risk.

10.4. By using the Services, you agree that any Content you send may be transferred to the recipient of your message. The content of messages, especially video, audio or text chats, is the sole responsibility of the person from whom such content originates. We do not exclude the possibility that you may encounter content that is offensive, illegal, harmful to minors, obscene or otherwise objectionable. The content of messages may be protected by intellectual property rights that belong to third parties.

10.5. We do not endorse, provide or guarantee the completeness, truthfulness, accuracy or reliability of any Content or messages posted through our Services, nor do we endorse any opinions expressed through the Services. You agree that by using Polygled, you may encounter Content that may be offensive, harmful, inaccurate or otherwise inappropriate and, in some cases, misleading. In no event will Polygled be liable for any Content, including but not limited to any errors or omissions, or any loss or damage of any kind incurred as a result of the use of any Content posted on Polygled's resources, sent via email, video, audio or text chat, or otherwise available through the Services or broadcast elsewhere.

11.1. While we strive to provide a high-quality communication platform, we cannot guarantee that the Services will always operate without interruption, delay or error. 

11.2. A number of factors may affect the quality of your communications and use of the Services and may also result in the failure of your communications. We are not responsible for any failures, interruptions or delays caused by the failure or misuse of any of the Services.

11.3. The Parties acknowledge as a normal phenomenon a possible short-term loss of the Service and its individual modules, components, failure of the Service, as well as a possible loss of the User's access to the Service for reasons related to technical maintenance.

12.1. Polygled provides a technical platform for communication and booking text and video chat sessions between chat partners, students and teachers wishing to teach language for a fee ("Tutors"). Chat partners and tutors can find each other on Polygled and use the Services. Polygled does not participate in, and is not responsible for, the provision of educational services to students or for the business relationships that students and teachers may have with each other. Although all Tutors go through a multistage selection and review process, Polygled does not guarantee the quality, safety or legality of the educational services advertised by the Tutors, the validity or accuracy of the lists, the qualifications, experience or abilities of the tutors or students, the ability of the tutors to provide educational services, the ability of the students or the tutors to pay for the educational services or to actually complete the transaction.

12.2. Taxes, reporting, and legal obligations:

12.2.1. Each chat partner, student, and tutor is fully responsible for the payment of any income tax, VAT, payroll tax, salary withholding, sales and use tax, government reporting and other legal requirements under applicable law, including but not limited to those applicable to the purchase and sale of the Services from independent Providers.

12.3. Tutor Catalogue: 

12.3.1. The Service contains a Tutor Catalogue. The Catalogue is filled in with information from third party sources, tutors and other chat partners. Polygled provides this directory for your convenience and does not endorse or verify the information it contains.

12.1. Polygled is not a party to the transactions concluded by the Tutors, is not responsible for the obligations of the Users, does not act as a mediator in the resolution of disputes between them, does not vouch for the proper quality of services of the Tutors. 

13.1. As a User of our Services, you have the ability to provide us with access to your accounts on certain third party social networks and services, such as Facebook, Weibo, Google+ or Twitter ("SNS"), so that we can collect data and provide access to the Content of the Services that you have stored in your accounts with such SNS ("SNS Content"). 

13.2. By providing us with access to any such Content, you agree that we will be able to access it after you have verified the SNS Content which our applications access and have provided access to and saved (if applicable) such SNS Content for it to be available on the Services. We are not responsible for any SNS Content stored on your SNS that you choose to make available on the Services. 

13.3. Depending on the SNS you choose and in accordance with the privacy settings that you have set up in your SNS accounts, the personal information that you publish in your SNS accounts will be available on the Services. Please note that if an SNS account becomes unavailable or SNS terminates our application's access to your SNS account(s), any SNS content from that SNS account will no longer be available on the Services. You have the option to disable the connection between the Services and your SNS accounts at any time by opening the Settings section of that SNS. PLEASE NOTE THAT YOUR RELATIONSHIP WITH EACH SNS, INCLUDING YOUR RIGHTS WITH RESPECT TO ANY CONTENT YOU PROVIDE TO SNS AND THE STORAGE OF SUCH CONTENT, APPLIES ONLY TO YOUR AGREEMENT (S) WITH SUCH SNS.

14.1. All rights, ownership rights and interests in the Services (except for Content provided by Users) are and shall remain the exclusive property of Polygled and its licensors. 

14.2. The Services are protected by copyright, trademark and other laws of Cyprus, the United States and other countries. Nothing in the Terms gives you the right to use any of our trademarks, logos, domain names and other brand features.

14.3. The Service is provided under a non-exclusive license, without the right to transfer it to third parties, for the duration of the actual validity of the User's account. The license for Visitors as well as individual Users may be granted in a limited form. 

14.4. The License allows the User to reproduce (use) the Service without the right to copy it (transfer to third parties, distribution, publication, public use, etc.), as well as use the tools available on the Service for use. The Service may be used on other terms, not explicitly mentioned in the Agreement, but implied by the nature of such use and functions of the Service. 

14.5. Use of the Content in any other way not covered by the Terms is not permitted. 

15.1. You agree that we may communicate with you through your account or by other means, including email, push notifications or SMS/mobile messaging services. Please review your Settings to control what messages you receive from Polygled. You acknowledge and agree that we are not responsible for your failure to maintain accurate contact or other information, including your inability to receive critical information through the Services.

16.1. We welcome and encourage you to provide feedback, comments, and suggestions on the Services. By sending us ideas, suggestions, documents and/or comments ("Feedback") through its web pages with suggestions or feedback, you acknowledge and agree that: 

16.1.1. Your Feedback does not contain confidential or private information; 

16.1.2. We have no obligation of any kind with regard to confidentiality, either express or implied, regarding feedback; 

16.1.3. We may use or disclose (or refrain from using or disclosing) such Feedback for any purpose, in any manner, in any media worldwide; 

16.1.4. A Feedback-like service may already be under consideration or development; 

16.1.5. You grant us unconditional rights to your feedback;

16.1.6. You will not be entitled to compensation of any kind from us under any circumstances.

17.1. If we receive any notice that any material that you post, upload, edit, submit, post, share, broadcast and/or transmit on the Services ("User Submissions") is unacceptable, violates any rights of third parties or if for any reason we wish to remove your User Submission, we reserve the right to remove such User Submission for any reason immediately or at such other times as we may determine at our sole discretion. The User Submission will be without any acknowledgment in respect of liability and without affecting any rights, protections, all of which are expressly stated. You acknowledge and agree that Polygled is not obliged to postpone such User Submissions at any time.

17.2. If a User Submission violates, or if you believe that a User Submission violates, any of your rights (including intellectual property rights) or is illegal, please contact us immediately by using the feature in the application, or by sending an email to support@polygled.com.

18.1. "Polygled", "Gled", the Polygled logo and any other product or service name or slogan displayed on our Services are trademarks of ABRUE TRADING LIMITED and its suppliers or licensors and may not be copied, imitated or used, in whole or in part, without our prior consent (this may be written permission or permission from the respective trademark owner). You may not use any meta tags or any other "hidden text" using "Polygled" or any other name, trademark or product or service name of ABRUE without our prior written permission. In addition, the appearance of our Services, including all page headers, custom graphics, button icons, and scripts, is a service mark, trademark and/or logo of ABRUE 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, company names or logos mentioned in our Services are the property of their respective owners. Reference to any product, service, process or other information by trade name, trademark, manufacturer, supplier or another link to Polygled content does not imply or imply endorsement, sponsorship or recommendation by us.

19.1. We have the right to suspend or terminate your Account or terminate the Terms of Service at our sole discretion, without prior notice and without going to court, if you violate any of the Terms of Service or if we decide to discontinue operation by offering the Services to Users in your jurisdiction as a whole. We reserve the right to terminate your access to and use of the Services at any time, for any reason or without it.

19.2. If you breach the Terms of Service, you will be liable for all amounts due under the Terms to the extent that amounts are outstanding and payable by Polygled.

19.3. You may initiate the deletion of your account at any time by sending an email to support@polygled.com stating the reasons for the deletion.

20.1. You gain access to the Services or any Content and use them at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, ABRUE AND ITS PARTNERS DISCLAIM GUARANTEES OF ANY KING, EITHER EXPRESSED OR IMPLIED, FIT FOR SPECIAL OR ILLEGAL PURPOSES. We provide no guarantee or liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content on them. We will not be liable for any damage to your computer system, loss of data or other damage resulting from your access to, use of or reliance on the Services or any Content. You also agree that we are not responsible for deleting or failing to store or transfer any Content or other communications supported by the Services. We do not guarantee that the Services will meet your requirements or operate without interruption, security or error. No advice or information, whether oral or written, received from the Services will create any guarantee not expressly stated herein.

21.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABRUE WITH ITS DIVISIONS, AFFILIATES, OFFICERS, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, QUALITATIVE LOSSES AND DAMAGES, AS WELL AS - WITHOUT LIMITATION - LOSS OF PROFIT, DATA, USE, BUSINESS REPUTATION OR OTHER INTANGIBLE LOSSES AS A RESULT OF:

21.2. If any third party files a claim against us in connection with: 

21.3. Polygled's liability (actual recoverable damage) is, in any case, limited to the amount of the last payment received from the User. Lost profits are not refundable.

21.4. Polygled is not liable for: 

21.5. Polygled shall not be liable if the User has provided false information about himself or herself or his or her status, or if this has resulted in the non-fulfillment or improper fulfillment of the Terms by Polygled. 

21.6. Polygled shall not be liable for interruptions in access to the Service caused by the replacement of equipment or other work required to maintain the functionality and development of the Service, provided that the User is notified within a reasonable period of time in advance.

21.7. The User bears the risk of negative legal consequences related to the lack of due diligence when concluding transactions with Users. In particular, when entering into transactions with other Users, the User is obliged to check whether they have the necessary licenses, permits, legal capacity and ability to enter into transactions, etc.

22.1. Our failure to exercise any right or provision of the Terms will not be deemed a waiver of that right or provision.

22.2. If any provision of the Terms is found to be illegal, invalid or unenforceable by a court of competent jurisdiction or arbitrator, the invalid provision will be amended and made enforceable and effective to the fullest extent possible to effect the intent of the provision; and if the amended provision is found illegal, invalid or unenforceable by a court or arbitrator, the validity, legality, and enforceability of the remaining provisions of the Terms will not be affected in any way.

23.1. The Terms and our Privacy Policy are the entire and exclusive agreement between ABRUE and you regarding the Services (except for any services for which you have a separate agreement with ABRUE that expressly supplements or replaces the Terms) and these Terms supersede any prior agreements between Polygled and you regarding the Services.

23.2. We may revise the Terms from time to time and the most current version will always be available at: https://polygled.com/termsofservice If a revision is substantial at our sole discretion, we will notify you at the email address associated with your account. By continuing to access or use the Services after these changes take effect, you agree to comply with the revised Terms.

24.1. The terms or any claim, cause of action or dispute ("Claims") arising out of or related to the Terms shall be governed by the laws of Cyprus, regardless of your country of origin or place of access to the Service, notwithstanding any conflict of laws principles and the United Nations Convention on the International Sale of Goods. 

24.2. You and ABRUE agree that all claims arising out of or relating to the Terms shall be resolved exclusively by a court located in the Republic of Cyprus unless the parties agree otherwise. Notwithstanding the foregoing, you agree that in any jurisdiction Polygled will still be permitted to apply for relief (or an equivalent type of urgent legal aid).

25.1. You agree to the use of electronic means of communication to enter into contracts, place orders and create other records and to electronically deliver notices, policies and changes thereto and records of transactions with us.

26.1. The terms and conditions of the Gled Loyalty Program (hereinafter referred to as the Loyalty Program), developed for the Users serviced within the Program, determine the procedure of interaction between the Service (Loyalty Program Operator) and the Loyalty Program Participants. The Loyalty Program is not a lottery. The Gled Loyalty Program terms and conditions are the Appendix to the Loyalty Program Terms and Conditions and are an integral part of the Agreement.

26.2. Additional terminology and definitions

26.3. The terminology used in the Gled Loyalty Program Terms and Conditions shall have the same meaning as the terminology used in the Polygled Terms and Conditions of Service for participants of the Polygled Integrated User Service Program, except for the terminology specified below. The notions below will have the following meaning with respect to the Gled Loyalty Program Terms:

Bonus Account - a Gled account for the User.

Priority Actions - a set of actions for which a Participant receives a higher Gled amount.

Prize Gled - Gled, awarded to Participants in prize events and other similar promotions.

Loyalty Program - has the meaning specified in the preamble of the Terms and Conditions.

Gled - an invented concept (marketing name, a symbolic unit used only for accounting purposes) used for the purposes of the Loyalty Program, including the concepts of "Standard Gled" and "Prize Gled". Gled is not and cannot be a monetary unit, a means of payment (payment method), any kind of currency and/or security, nor can it be cashed or presented in any way to third parties, including by inheritance. The Participant may only use the awarded Gled to obtain additional functionality unless otherwise specified in the Appendix to the Terms and Conditions or in the terms of the promotion conducted by the performer (hereinafter referred to as the "Provider"). Gled accounting is maintained by the Provider in electronic form by reflecting the information in the Appendix for the User. The Participant has the right to request information from the Provider on the number of Gled awarded to them through the Application for the User. In case of termination of the Contract between the Program Operator and the Participant, the awarded but not used up Gled shall burn down and shall not be subject to compensation to the Participant in cash or in any other form.

Standard Gled - all Gled that are not recognized as Prize Gled. Standard Gled are awarded to the Participant by the Provider in accordance with the terms and conditions of promotions held as part of the Loyalty Program. Participant / Loyalty Program Participant - Participant of the Program serviced on the Service.

27.1. The User automatically becomes the Participant of the Loyalty Program after the conclusion of the Contract with the Provider.

27.2. When the Participant performs the priority actions of the service the Provider awards Standard Gled to the Participant in accordance with the Conditions. When calculating the number of Standard Gled to be added, the received value shall be rounded to the hundredths (two decimal places), rounding shall be done downwards.

27.3. The Provider shall calculate the Standard Gled values starting from the day of performing the priority actions after the terms of the Loyalty Program come into effect.

27.4. The Provider may, at their own discretion, carry out incentive activities aimed at increasing the attractiveness of the services provided by the Provider and improving the quality of service, within the framework of which additional Gled may be awarded to the Participants. The procedure of awarding Gled, in this case, is determined by the rules of the relevant incentive event, posted by the Provider on the Website. 

27.5. The User shall be entitled to request the following information on Gled using the Application for the User:

27.6. The Provider shall provide the Participant with the above information specified in electronic form. This information is not recognized as a security, it is not a document confirming the right, but is provided to the Participant solely for information purposes.

27.7. The Provider and the Participant shall use the Application for the User in accordance with the Agreement for interaction on the Loyalty Program issues.

27.8. The maximum number of Gled that may be realized by the Participant may not exceed 3000 Gled per calendar year unless otherwise stipulated by the Terms and Conditions and the terms and conditions of the promotions held under the Program.

28.1. Gled shall be realized in accordance with this section of the Terms and Conditions unless otherwise provided by the Agreement. Gled shall be compensated by the Provider at their own expense. 

28.2. The User shall form a request for additional functionality at the expense of Gled. Other ways of realization of the awarded Gled by the Participant shall be determined in accordance with the Conditions, appendices to them or terms of promotions held within the Program.

28.3. After Gled realization, their subsequent restoration is impossible (including in case of exchange/return of additional functionality).

28.4. During the term of the Contract, the awarded Gled do not expire, and no interest shall be paid on the Gled.

28.5. The Participant shall not be entitled to demand from the Provider the exchange of Gled for cash or payment by Gled for any purchases not covered by the Terms and Conditions or the terms and conditions of promotions held by the Provider.

28.6. The amount of additional functionality shall be equal to the amount of Gled traded, except in cases of rounding specified in clause IV.3 of the Terms and Conditions. The Participant may not use Gled to pay for only a part of the additional functionality amount. 

28.7. When Gled is realized by the Participant, the Service shall, in accordance with its internal documents, establish the principle of priority of Gled realization, according to which it is determined whether Standard Gled or Prize Gled are realized by the Participant within a specific period of time.

29.1. The Participant is excluded from the Loyalty Program in cases stipulated by the Conditions, as well as in case of termination of the contract concluded with the Service.

29.2. On the date of the Participant's exclusion from the Loyalty Program, the amount of Gled accumulated by the Participant is nullified.

30.1. The Provider has the right to notify the Participant of the forthcoming early termination of the Loyalty Program by one of the following methods:

by placing the Loyalty Program in a new version of the Application for the User and the date of receipt of the notification is the date of acceptance by the Participant of the relevant changes to the Loyalty Program, determined in accordance with the conditions set forth in the Loyalty Program;

and/or

by posting a new version on the Site, and the date of receipt of the notification by the Participant is considered to be the 3rd (third) calendar day from the date of posting the relevant information on the Site;

and/or

by sending a notification to the e-mail address of the Participant, previously specified by him/her to the Provider, and the date of receipt of the notification by the Participant is considered the next day from the moment the Provider sends the relevant information to the Participant by e-mail;

and/or

by placing a notification in the Application for the User, and the date of receipt of the notification by the Participant is the next day from the moment of placing the relevant information in the Application for the User by the Provider.

30.2. The Provider has the right to choose the method of notifying the Participant about the forthcoming termination of the Loyalty Program at their own discretion. In case of simultaneous notification of the Participant by the Provider in several different ways, the date of receipt of the corresponding notification by the Participant is considered to be the date that has come before the rest, determined in accordance with the conditions set forth in this paragraph.

30.3. After the expiration of the Loyalty Program, the unrealized Gled will be nullified, in this case, the Participant will not be entitled to demand compensation from the Contractor for the unrealized Gled.

30.4. The Provider reserves the right to cancel (deem ineffective and unreceived) the Gled previously awarded to the Participant, to refuse to award Gled to the Participant for certain actions taken by the Participant if any fraudulent elements are detected in the Participant's actions and/or if the Participant violates the Terms and Conditions and/or abuses the rights granted by the Terms and Conditions, the Contract and/or the marketing campaign, including, but not limited to, the following cases:

30.5. The Provider is not responsible for the performance of obligations by third parties (except for third parties engaged by the Provider).

30.6. The Participants are responsible for/resolve independently the issues related to payment of fines/fees and other penalties related to the fulfillment of agreements (including the Conditions) between the Participant and the Partners in their favor in accordance with the terms of such agreements.

30.7. Conditions of all marketing campaigns conducted by the Provider within the framework of the Program are an integral part of the Conditions. At the same time, the procedure of coming into force and termination of any marketing campaign is regulated by the terms of these campaigns, which are posted on the Website.

30.8. The Provider has the right to unilaterally make changes to the Loyalty Program. Thus the changes introduced by the Provider into the Loyalty Program are considered an integral part of the Agreement and have legal force for the Participant from the moment of their acceptance by the latter. Acceptance by the Participant of the changes made by the Provider to the Loyalty Program shall be deemed the failure of the Participant to submit an application for termination of the Contract in a free form by means of the Application for the User within 30 (thirty) calendar days from the date of publication on the Site of a new version (changes, etc.) of the Loyalty Program and (or) performing during the above period any actions in the Application for the User (including addressing the support chat), except for the Participant's application for termination of the Contract (depending on what comes first). The application for termination of the Contract is considered to be accepted by the Provider on the business day following the day of signing the application for termination of the Contract by means of the Application for the User. The Agreement shall be deemed terminated on the day of acceptance by the Provider of the application for termination of the Agreement. Prior to the date of termination of the Contract, the Participant shall be obliged to fulfill their obligations under the Contract.

31.1. The Terms and Conditions for the User come into force upon acceptance by the User. 

31.2. If the User does not agree with the Terms or with any changes made in the future by Polygled, the User undertakes to stop using the Application. 

31.3. The rights and obligations of the Parties shall always be governed by the revised Agreement unless otherwise provided by the nature of the legal relationship. The new version of the Agreement applies to the previously valid legal relations between Polygled and the User. 

32.1. Name: ABRUE TRADING LIMITED.

32.2. Address: Kennedy 12, Kennedy Business Centre, 2nd floor, 1087, Nicosia, Cyprus

32.3. Contacts: support@polygled.com

 

Appendix No. 1 to the terms of service of Polygled

 

OFFER AGREEMENT FOR PROVISION OF THE INFORMATION AND CONSULTING SERVICES

1.GENERAL PROVISIONS

1. Abrue Trading Limited, hereinafter referred to as the “Contractor” on behalf of its Director Ms. Stella Iacovou Chrisostomou, acting on the grounds of the Memorandum and Articles of Association, on the one hand, makes this offer to enter into this legally binding Offer Agreement (hereinafter – the “Offer Agreement” or the “Agreement”) by consenting to its terms and conditions below stated. This Offer Agreement  is addressed to any interested natural person  (whether being an individual with full legal capacity to enter into agreements or parent / guardian of a minor with responsibility  for the student and for payment of the Customer’s fees hereunder) or a legal entity represented by its duly authorized representative in accordance with the applicable laws.
2. This Agreement is the official Contractor’s offer (the “Offer”) to enter into the information and consulting services agreement (hereinafter – the “Services”) on the terms set out herein and contains all the material terms of the agreement on providing the information and consulting services.
3. The acceptance of the Offer shall be effected by payment for the Services in the manner, amount and terms specified in this Offer Agreement.
4. By accepting the Offer Agreement in a manner set out in clause 1.3 herein, the Customer confirms that they are fully familiarized, agree and unconditionally accept all the terms and conditions of the Agreement as they are stated in this Agreement Offer for the time being.
   1. By accepting this Offer Agreement the Customer gives their express consent to the use of the Customer’s video recordings and photo images, in full or in part for social and/or otherwise public interest pursuant to Law providing for the Protection of Natural Persons with regard to the Processing of Personal Data and for the Free Movement of such Data of 2018 (Law 125(I)/2018) of the Republic of Cyprus and  the General Data Protection Regulation (EU) 2016/679 (GDPR); at the same time the Customer grants full and unrestricted right to use the video recording and photo images with the Customer at workshops with educational and other purposes that do not contradict the applicable laws. By giving the consent to use the photo images and video recordings the Customer confirms that they will not dispute the copyrights and property rights to such photos and videos.
   2. By accepting this Offer Agreement the Customer gives their express consent to  receive newsletters about new products of the platform.
5. The Customer acknowledges and confirms that by accepting Offer in the manner specified in clause 1.3 above they enter into this Offer Agreement on the terms and conditions set forth in the Offer.
6. By accepting the Offer the Customer warrants that they have full legal capacity, power and authority to enter into the contractual relations with the Contractor:

1.6.1.    the Customer warrants that they have reached  at least the age of majority (age of full legal capacity) under the laws  of their country and possess full legal capacity to enter into contractual relationship; or

1.6.2.     the Customer is a parent or legal guardian of a minor and enters into this Agreement for and on behalf of such minor; by granting a minor their permission to use the Services, parent or guardian agrees to the terms of this Agreement on behalf of a minor and is responsible for supervision over minor’s usage of the Services. If a minor does not have your permission to use the Website and the Services, please contact us immediately so that we disable their access to the Website.

1. This Offer Agreement is posted at the Contractor’s website at: https://polygled.com/ (hereinafter the “Website”)
2. The Contractor may from time to time at any reason at any time amend and/or modify the terms of this Offer Agreement. The amendments to the terms of the Offer Agreement become effective as of the date of posting the amended version on the Website.
3. The Offer may be revoked at any time.
4. The Offer enters into force and remains in full legal force and effect without need for signing and/or affixing the seals of the Customer and the Contractor (jointly referred as the “Parties”).

2.Subject Matter

1. Subject to the terms and conditions of this Offer Agreement, the Contractor undertakes to provide the Services and the Customer undertakes to pay fees for such Services.
2. The Training Program published by the Contractor contains the types and name of the lessons, list of topics, form of giving the lessons, time schedule of providing the Services and other relevant characteristics of the lessons. The Customer shall choose the necessary lesson(s) according to the Training Program.
3. The Contractor may at its discretion engage any third party natural persons and legal entities as co-contractors for rendering the Services under the Agreement within the timeframes agreed and of high quality customary for this kind of Services.
4. The Services will be provided online with use of the online e-learning platform at https://polygled.com/

3.Acceptance Term, Term of the Agreement

1. The term for acceptance of the terms of the Offer Agreement by the Customer is unlimited.
2. The Agreement becomes effective from the date of the Customer accepting its terms and remains in full force and effect until both Parties have performed their obligations in full.
3. By accepting this Offer Agreement the Customer confirms their full and unconditional consent to the terms of the Privacy Policy and the Terms of Use of the Website which are deemed to be incorporated into this Offer Agreement by reference.

4.Term of the Services Provision

1. Timeframes for provision of Services shall be agreed upon by the Parties in accordance with the Training Program sent to the Customer after registration for the lessons. Specific characteristics of the lesson(s) such as time and date and quantity of the lessons shall be indicated in the Schedule, sent to the Customer after registration for the lessons.

5.Rights and obligations of the Parties

1. The Customer undertakes to:
   1. Pay fees for the Services within the term and in the manner set out in the Offer Agreement;
   2. Properly complete all preparatory tasks and homework for each lesson (if any);
   3. In order to ensure due provision of the Services by the Contractor, the Customer undertakes to comply with the minimum technical requirements for the equipment used for the online lessons, namely: Dual-core (or more) processor, 4Gb RAM or more, 2Gb RAM or more, Google Chrome browser (last three versions) or Mozilla Firefox (last three versions), Internet connection speed of 1 Mbit or more, webcam and microphone;
   4. Maintain discipline and observe the generally accepted norms of behavior, in particular, respectful attitude to the Contractor’s personnel and to other students, do not demonstrate intimidating, offensive and/or insulting behavior towards the Contractor’s personnel and other students;
   5. Timely provide the Contractor with all necessary documents and information;
   6. Indemnify the Contractor for the damage caused in accordance with the applicable laws;
   7. Not use the information received from the Contractor in any manner that may be harmful or cause damage to the Contractor;
2. The Contractor undertakes to:
   1. To organize and ensure proper provision of the Services in accordance with the Training Program, the Schedule and the Offer;
   2. To comply with the Schedule agreed by the Parties;
   3. To provide to the Customer with the necessary teaching and learning materials;
   4. To use all Customer’s personal data and confidential information only for the purpose of providing the Services. Do not disclose, divulge and otherwise make available to third parties any documents and information relating to the Customer that the Contractor has at its disposal;
   5. To treat the Customer with respect, to avoid psychological abuse towards the Customer, do not violate the Customer’s rights to freedom of conscience, information, and freedom of expression of their own opinions and beliefs;
   6. To give oral and written advice to the Customer on Customer’s additional inquiries. The Contractor shall, in each case, determine by itself the complexity of the inquiries, the scope and timing of the consultation.
3. The Customer is entitled to:
   1. Request the Contractor to provide information relating to organization and proper provision of the Services;
   2. To demand the Contractor to provide the Services in timely manner and of good quality;
   3. To terminate the Agreement subject to prior payment to the Contractor of all expenses actually incurred by the Contractor for provision of the Services;
   4. If the Contractor commenced providing the Services with delay, or if in the course of providing the Services it became obvious that the provision of the Services on time is not possible, the Customer is entitled at their discretion to:

-  set a new term when the Contractor must commence and (or) finish providing the Services;

- order the Services from a third party for a reasonable remuneration and request the Contractor to reimburse the incurred expenses;

- request a discount for the price of the Services;

- terminate the Agreement.

1. refer to the Contractor with all queries related to the provision of Services and address to the Contractor any questions related to the provision of Services.
2. receive complete and reliable information on the assessment of their knowledge, skills and competences and on the assessment criteria.
3. The Contractor is entitled to:
   1. Independently determine the forms and methods of the Services provision based on the specific terms of the Offer Agreement, Customer’s requirements and in accordance with the applicable laws; 
   2. Independently determine the assessment (scoring) system for the purposes of the provision of the Services, the assessment forms and procedures;
   3. Independently appoint the professional instructors providing the Services and to distribute the workload between such instructors;
   4. Demand payment of the fees for the Services provided or to demand payment for the Services in the course of provision of the same or for the Services provided earlier;
   5. terminate the agreement subject to reimbursement in full to the Customer of the damages incurred by the Customer in accordance with the applicable law;
   6. Make audio- and video- recording of the lessons with the purpose of quality control and improvement of the quality of the Services, and the Customer gives their express consent for such recordings;
   7. Receive from the any Customer any information necessary to perform its obligations under this Offer Agreement. In case of non-submission, incomplete or incorrect submission of information by the Customer, the Contractor shall have the right to suspend the performance of its obligations under the Agreement until the necessary information is provided by the Customer.

6.Lesson Postponement and No Show

1. In the event the Contractor cannot provide the lesson on time, the Contractor shall notify the Customer two business days before the scheduled date of the lesson and postpone the lesson for a date and time agreed with the Customer.
2. If the Customer does not appear online for the lesson at the time agreed and has not notified the Contractor in advance on their wish to postpone the lesson, the Contractor shall wait for the Customer online  for 10 (ten) minutes. If the Customer does not appear online within the time set in this clause of the Agreement, the Customer is deemed have skipped the lesson at their fault. In this case no re-scheduling of the lesson skipped for a later date and no refund shall be made.
3. The Customer may postpone or cancel the lesson with a prior notice not later than 24 hours to the scheduled lesson commencement time. If the Customer fails to notify the Contractor within the term set out in this clause, The Customer is deemed to have agreed with the scheduled lesson time.  If the Customer skips the lesson without prior notice or with late notice, to the lesson schedule, no refund is available. The Customer may cancel no more than 2 (two) lessons per month, amount of lessons re-scheduling is unlimited. The Customer may re-schedule a lesson by themselves, using their Personal Account. A lesson may be re-scheduled only for the time slot indicated as available time in the schedule of a certain tutor.

7.Terms of Payment

1. Payment for the Services provided in accordance with this Agreement shall be made by 100% (one hundred percent) prepayment not later than 2 (two) business days before the Course starts.
2. Payment shall be made by the transfer of funds by the Customer via payment systems gateways integrated with https:\\polygled.com
3. Payment for the Services will be processed by the payment systems the Licensor has agreement with. All rights and obligations relating to the payments processing shall arise directly between the payment processing company and the Customer.
4. The Contractor does not process the personal data of the payers provided in connection with settlement of payments by the processing centre. The Contractor does not store on its servers, cloud storage services etc.  Customer’s payment details, including the bank cards numbers, validity dates and holders’ names.

8.Liability of the Parties

1. The Parties shall be liable for non-performance or undue performance of their obligations under this Agreement in accordance with the applicable law.
2. Contractor’s liability for lesson’s cancellation shall be limited to refund of the fees for a cancelled lesson or re-scheduling of a lesson to  time agreed with the Customer.
3. Contractor’s liability in any other case shall be limited to the remuneration for the Course chosen and paid by the Customer.

9.Agreement Termination

1. This Agreement may be terminated by mutual agreement of the Parties or by unilateral request of a Party on the grounds provided for in the Agreement and the applicable law.
2. Termination of the Agreement by one Party’s request shall be made only upon written request of such within 30 calendar days from the date of receipt of the request for termination by the other Party.
   1. The Customer is entitled to unilaterally terminate the Agreement at any time. In the event of unilateral termination of the Agreement by the Customer, the payment received is non-refundable to the Customer and serves as the reimbursement of the factual expenses incurred by the Contractor and Contractor’s loss of profit.
3. The Contractor is entitled to terminate the Agreement unilaterally in the following events:
   1. If the Customer fails to pay the fees for the Services in time;
   2. Multiple (two times or more) infringement by the Customer of the rights and legal interests of other students and of the Contractor’s personnel and/or violation of the Services provision.

The payment received from the Customer is non-refundable and serves as the reimbursement of the factual expenses incurred by the Contractor and Contractor’s loss of profit.

10.Personal Data Processing

10. 1.The Customer shall provide to the Contractor all data requested by the Website or Contractor, which are necessary for provision of the Services.

10. 2.Contractor shall process the Customer’s personal data in accordance with the terms of the Privacy Policy, available at https://polygled.com/privacy-policy , which is incorporated herein by reference.

10. 3.Contractor undertakes not to disclose confidential information provided by the Customer in connection with performance of this Agreement (except for information that is publicly available or information provided by the Customer upon registration on the Website) to any third party without the Customer’s prior consent.

10. 4.Contractor may use email, phone number, Skype login and other data provided by the Customer upon registration on the Website for sending information and promotional materials to the Customer, including to inform the Customer about Contractor’s activities and the course of providing the Services hereunder.

11.Dispute Resolution

1. This Agreement, entering into and termination shall be governed by and construed in accordance with the law of the Republic of Cyprus and the European Union laws and regulations
2. All disputes or controversies arising out of or in connection with entering into or performance of this Agreement shall be resolved by negotiations. An aggrieved Party shall communicate a written claim to the other Party by email and the other Party shall provide to that Party a substantiated reply within 10 (ten) business days from the date of receipt of a claim.
3. If the Parties fail to reach the agreement by negotiations or the other Party fails to provide its reply to the claim, the dispute shall be brought for resolution to the competent court that has jurisdiction over such disputes.
4. Without limitation to the consumer protection rights with respect to the dispute resolution, the Parties agree that if a claim is addressed to the Contractor, such claim must be submitted for resolution to the District Court of Nicosia, Cyprus

12.Force Majeure

1. Neither Party will be liable for any failure or delay in the performance of its obligations hereunder to the extent caused by a condition that is beyond a party’s reasonable control, including but not limited to fire, flood, earthquake, civil disturbance, acts of terrorism or war, governmental actions, interruption or failure of the Internet or any utility service, or denial of service attacks.
2. The Party which fails to perform its obligations hereunder must notify the other Party on the occurrence of the event of Force Majeure not later that within 5 (five) calendar days from the start of the event of Force Majeure. Such notice must be accompanied by a certificate issued by a competent authority of the region where an event of Force Majeure has occurred.
3. The Parties agree that inability of a party to pay its debts as they fall due shall not constitute an event of Force Majeure.

13.Miscellaneous

1. The Parties acknowledge that if any part or provision of this Agreement is or becomes void or unenforceable, it shall be deemed not to be, or never to have been or formed, a part of the Agreement and the remaining provisions shall continue in full force and effect.

14.Annexes

1. Annex No. 1 Training Program and Annex No2 Course Schedule will be sent to the Customer after Customer’s enrollment to the Course.

15.Contractor’s Contact Details:

Abrue Trading Limited

Company number: HE 392465

Address: 12, Kennedy Business Centre, 2nd floor, 1087, Nicosia, Cyprus

E-Mail: support@polygled.com;

Appendix No. 2 to the terms of service of Polygled

License Offer Agreement

Abrue Trading Limited, hereinafter called the “Licensor” represented by Mrs. Stella Iakovou Chrisostomou, the Director acting on the grounds of the Memorandum and Articles of Association, on the one hand, makes this offer to enter into this legally binding License Offer Agreement (hereinafter – the “Offer Agreement” or the “Agreement”) by consenting to its terms and conditions below stated. This offer agreement is addressed to any interested natural person who has reached the age conferring full contractual capacity under the applicable laws or to a legal entity represented by its duly authorized representative.

 

1. Terms and Definitions

1.1. Offer Agreement means Licensor’s public offer made up in accordance with the applicable laws and addressed to any person with the intention to enter into this Agreement on the terms and conditions set out herein;

1.2. Acceptance means full and unconditional acceptance by the Licensee of the terms and conditions of this Offer Agreement by way of carrying out the actions described in clause 2.2 of this Offer Agreement;

1.3. Simple Non-Exclusive License means a non-exclusive right granted to the Licensee to use the Program on the Licensor's servers under the name designated by the Licensor, within the limits established by this Offer Agreement;

1.4. License Fee means the remuneration for the right to use the Program published at the link:  https://polygled.com/ on the terms of simple non-exclusive license;

1.5. Fees for Additional Services mean the remuneration for the additional services ordered by the Licensee within the limits of use of the simple non-exclusive license;

1.6. Program means Polygled, which is the Licensor’s software solution represented in an objective state, a collection of data and commands that were designed for operation of computers and other computing devices, including the IOS and Android mobile application including the source code, data bases, audiovisuals, included by the Licensor, accompanying documentation, as well as updates, the functionality and features thereof, specified on the Website at the link: на https://polygled.com/ .

The Program is designed for creation, storage and management of access to the aggregate of data on planning and conducting online of group webinars and individual online lessons, including: (a) input by the Licensee or their Authorized Users of information and features of an online event; (b) registering and sending invitations to the webinars to the Licensee’s Users with the relevant roles (and their respective rights to use certain Program functionality); (c) webinar content, both downloadable and generated online (video, audio-conference, chat) used in the course of an online event;

 

1.7. Personal Account means a virtual tool for personal self-service of the Licensee, located on the official website https://polygled.com/.  The Personal Account is designated to store the Licensee's personal information, view the status of transactions on Personal Account, receive notifications, and carry out other activities within the functionality and services provided by the Website.

1.8. Additional Services  mean services provided by the Licensor in the field of custom adjustments to the Licensee’s Personal Account, providing technical support and advice to the Licensee beyond the scope of the simple (non-exclusive) License within the term of this Offer Agreement, including the service of providing to the Licensee extended data storage place. Should the Licensee need any of the Additional Services, such services must be requested and paid separately. These services are not covered by the Simple Non-Exclusive License and therefore are ordered and paid for by the Licensee separately. A detailed list of Additional Services is available at:  https://polygled.com/ ;

1.10. Users mean persons who have expressed their interest to access the content provided by the Licensee by registering in the Licensee’s personal account;

1.11. Authorized Users mean persons who were granted access to the Personal Account of the Licensee;

1.12. Licensor’s Server means specialized computer system or network equipment used for deployment and administration of the Program and included business tools as described herein;

1.13. Licensor’s Website means any collection of HTML documents that can be called up as individual web pages via one URL on the web with a client such as a browser identified by the following domain name (and subdomains): https://polygled.com

1.14. Minimum Technical Requirements for Use of the Website:

For Windows:

Processor 2.4 GHz Intel® Pentium®, Celeron®, Core2 Duo or higher, OS Microsoft® Windows® 7, 8, 8.1, 10 (32/64-digit version)

2.0 GB RAM, at least 10 GB free disk space

Browser: Google Chrome 58.0 or higher, Microsoft Internet Explorer 11 or higher; Mozilla Firefox 56 or higher

Adobe® Flash® player last update for all course participants (teachers, students, administrators)

Ports 1935, 443 и 80 must be open

Internet connection speed at least 1024 Kbit/sec

For Mac OS:

Processor Intel CoreTM Duo 1.83 GHz or higher

Mac OS X v10.4, 10.5, 10.6 (Intel) or higher

2.0 GB RAM Browser: Apple Safari 10 or higher; Mozilla Firefox 9 or higher; Google Chrome 58 or higher

Adobe® Flash® player last update for all course participants

1.2. This Offer Agreement may include other terms and definitions not expressly defined in the clause 1.1. of the Agreement. The terms not expressly defined in the clause 1.1. shall be construed as defined in the text of this Agreement. If any term used in this Agreement has an ambiguous interpretation, such term shall be construed and interpreted: firstly, in accordance with the legally binding documents referenced in the Agreement; secondly: in accordance with the laws of the Republic of Cyprus, the customary business practices and the scientific doctrine.

2. Subject Matter

2.1. The Licensor grants the Licensee a simple non-exclusive license to use the Program within the scope of its functionality by reproducing the Program (connecting to the Program via Internet), solely for the Licensee's own use without the right to sublicense to third parties.

2.2. The Licensee fully and unconditionally accepts the Offer on the terms and conditions set out in this Agreement in accordance with the applicable laws by completing the following actions:

1. Clicking a checkbox next to the paragraph confirming “I agree to the terms and conditions stated in this Offer Agreement”; and  
2. Verification of the Licensee’s email indicated at the registration by way of clicking to the hyperlink in the welcome email sent to the Licensee’s email address.

2.3. The Licensor may at any time unilaterally modify these Offer Agreement by posting a new version of this Offer Agreement at:  https://polygled.com/. The Licensee is required to review the terms of the Offer Agreement in effect posted at the above link at least once every fourteen days. If within 10 (ten) days from the date of posting the amendments to the Offer Agreement (or a new version thereof) on the Website the Licensee has not sent to the Licensor a notice on their disagreement with the new version of the Offer Agreement expressing their wish to terminate the Agreement unilaterally, the Licensee is deemed to have accepted the amendments (new version) of the Offer Agreement.

2.4. The Licensor does not review and control any Licensee’s content and information posted by the Licensee in the course of using the Program. The Licensor does not affect its content and integrity, and at the time of posting of any content by the Licensee is unaware and cannot be aware whether such content infringes legally protected rights and interests of third parties and is illegal under the applicable law and international treaties.

2.5. If there is a reasonable doubt about the legality of the content posted by the Licensee, the Licensor is entitled to block the Personal Account of the Licensee without any explanation and without refund. In the event that the Licensor receives inquiries from the competent state authorities regarding a particular Licensee and content posted by such Licensee, the Licensor has the full unconditional right to provide on such an inquiry all data the Licensor possesses, including logs, IP addresses, e-mail address, first and last name of the Licensee and other similar information.

2.6. By accepting this Offer Agreement the Licensee gives their consent to receive advertising and information messages (messages and notifications) from the Licensor. Such mailing shall be sent to the e-mail address and mobile phone number specified by the Licensee during registration. The Licensee shall be entitled to send advertising and informative messages to the Users registered with the license provided that the Users had given their consent to receive promotional and informative messages.

2.7. Nothing in this Offer Agreement gives the Licensee the right to use the Trademarks and Brand Names of the Licensor.

2.8. The algorithms of the Program and its source code (including parts of the same parts) are a trade secret of Licensor. Any use or use of the Program in violation of the terms and conditions of this Agreement shall be deemed to be a violation of the Licensor's rights and shall be a reasonable ground for the Licensor to terminate this Offer Agreement and the rights to use the Program granted under this Agreement.

2.9. By using the Website, the Licensee acknowledges and agrees that the Program, structure and content of the Website are protected by copyright, trademark and other intellectual property rights. The Licensee agrees that these rights are valid and protected in all forms, on all media and in respect of all technologies, whether existing or developed or created thereafter.

 

3. Rights and Obligations of the Parties

3.1. The Licensee may:

3.1.1. grant Users and other third parties access to the information generated as a result of the Program operation in order to generate consolidated reports;

3.1.2. provide to Authorized Users, inclusive of employees of the Licensee and persons who have contractual relations with the Licensee access to the Program via Licensor’s Personal Account for the purpose of using the Program In this case, the Licensee is responsible for the actions and activities of the Authorized Users in the Personal Account as if the actions and activities were taken by the Licensee themselves.

3.2. The Licensee is obliged to:

3.2.1. use the Program only to the extent of those rights and in the manner provided for in this Agreement;

3.2.2. pay the Fees on the terms of this Offer Agreement.

3.3. The Licensee may not:

3.3.1. sublicense use of the Program or parts thereof by any means to third parties;

3.3.2. download, modify, distribute or otherwise use the Program in any way not expressly permitted herein.

3.4. The Licensor is obliged to:

3.4.1. no later than the day following the day of the Licensee's registration on the Website to grant the Licensee the right to use the Program and access to the Website services;

3.4.2. make the Program and the Website available for use by the Licensee on a daily basis and 24 hours a day, 7 days a week, except for the time of routine or non-routine maintenance, error correction, or other changes, which must not exceed 24 hours per month.

3.4.3. provide information on issues related to use the Program by e-mail messages and blog posts. The Licensor’s contact details are indicated in the “Contacts” section of the official website https://polygled.com/.

3.4.4. provide information on updates to the current version of the Program released during the term of this Agreement;

3.4.5. at the Licensee’s request to eliminate any failures arising in the course of use of the Program at the Licensor’s fault, except for the cases when the program failures were caused by the Licensee.

3.5. The Licensor may:

3.5.1. terminate the Agreement and prohibit the Licensee from using the Program in case the Licensee is in breach of the terms of payment, or on other grounds stipulated by this Agreement;

3.5.2. release new releases, updates  and versions of the Program, set the terms of its provision to the Licensee, as well as update the technical support and maintenance terms;

3.5.3. to engage third parties to provide services under this Agreement;

3.5.4. The Licensee agrees with the Licensor's right to analyze the Licensee's activities within the framework of the Program for the purpose of improving the quality of services and optimization of the Program functionality. The information obtained through such analysis will be confidential and not transferable to third parties.

3.5.5. The Licensor shall be entitled to provide any data from the Licensee's Personal Account, as defined in paragraph 1.7. of this Agreement, by means of API, i.e. by means of functions, commands and other software tools providing for viewing the data in the Licensee’s Personal Account data by Authorized Users.

3.6. The Licensor shall not be liable to the Licensee for any damage, any loss of revenues or profits, information or savings resulting from the use of or inability to use the Program, including if the Licensee gives prior notice of the possibility of such damage, or any claim by a third party.

4. Fees and Terms of Payment

4.1. The Licensee will pay to the Licensor Fees for using the Website and the Program. The basis for calculating the License Fees is the gross amount of sales of the Licensee's services through the Website (“Licensee's Revenue”) for each calendar month from the date of the Licensee's registration on the Website.

4.2. The Licensor’s Fees shall be calculated as follows:

4.2.1. If a third party User has ordered the Licensee's services as a result of Licensor’s promotion of the Licensee's services, the Licensor’s Fees shall amount to 70% (seventy percent) of the Licensee's Revenue, if the Licensee is a legal entity and 50% (fifty percent) of the Licensee's Revenue, if the Licensee is a natural person.

4.2.2. If a third party User has ordered the Licensee's services using Licensee's own promo code (or referral link), the Licensor’s Fees shall amount to 20% (twenty percent) of the Licensee's Revenue.

4.2.3. Parties may adjust the amount of the Licensor’s Fees on completion of 3 (three) months from the date of the entering into this Offer Agreement.

4.3. The Licensor will retain the Licensor’s Fees out of Licensor’s Revenue for the reporting month.

4.4. The Licensee is deemed to discharge their obligations on payment of the Licensor’s Fees from the date when the funds in the amount of Licensor’s Fees are written off from the Licensee’s Personal Account on the Website.

4.5. Fees for any Additional Services (if the same are not published at https://polygled.com/) shall be agreed by the Parties in email correspondence. Licensor shall issue to the Licensee an invoice for the Additional Services in the amount agreed. Settlement of the invoice by the Licensee is deemed as the Licensee’s consent to the fees for the Additional Services.

4.6. Payment under this Offer Agreement are made in the Russian Rubles.

4.7. The Licensor shall transfer to the payment details provided by the Licensee’s Revenue less the Licensor’s Fees not later than the 15th days of the month following the months when the Licensee has provided their services to the Users with use of the Web-site and the Program.

4.8. The Parties agree that the minimum amount of the Licensee’s Revenue payable to the Licensee shall be equal to 40 000 (Forty Thousand) Russian Rubles. The Licensor shall make transfer payment to the Licensee only after the amount payable to the Licensee is be above or equal to 40 000 (Forty Thousand) Russian Rubles.

4.9. Settlements under the Offer Agreement shall be effected by means of the payment gateways of MasterCard and Visa international payment systems and/or any other payment systems the Licensor has agreement on payments processing with. If the Licensee is a legal entity, payment of the Licensee’s Revenue shall be made by a bank transfer to the Licensee’s bank details provided at the registration.

4.10. The Licensor not responsible for accruing, withholding and paying any taxes on behalf of the Licensee. The Licensee acknowledges that they will be ultimately and solely responsible for assessment and payment of any taxes accrued on the sums received in relation to use of the Program and the Website by the Licensee

4.11. The Licensee is responsible for providing to the Licensor the correct and valid payment details, including the debit card number and/or PayPal account, and for timely providing updates on the payment details, upon change of the same.

4.12. The Licensor may unilaterally amend any applicable Licensor’s Fees, including the fees for Additional Services and the discounts (if any). The Licensor shall notify the Licensee on such amendments 10 (ten) days in advance prior to such amendments come in force. If the Licensee does not agree with the amended Licensor’s Fees, the Licensee is entitled to terminate this Offer Agreement with ___ days prior notice.

4.14. Licensee’s Personal Account shall contain full and updated in real time statistics on funds on the Licensee's Personal Account, on orders for Services made by third party Users, on the gross amount of sales of the Licensee's Services through the Website for each calendar month from the date of registration, on the Licensor's Fees. If within 5 (five) days following each calendar month the Licensee does not send its objections about the accrued amounts of the Licensee's Revenue, the payable Licensor’s Fees, fees for the Additional Services (if any) to the e-mail address: support@polygled.com, the Licensor’s obligations to the Licensee for respective calendar months are considered as duly discharged. If the Licensee needs a report on the services rendered on a paper form or separate digital document, the Licensee may order such report by e-mail request to the Licensor’s e-mail
at: support@polygled.com.

5. Licensee’s warranties and obligations

5.1. The Licensee is solely responsible for the Licensee’s content provided and/or posted on the Licensor's Website without exception (hereinafter the “Licensee’s Content”). The Licensee acknowledges and confirms that they are the rightful owner of the Licensee’s Content or has the necessary licenses, rights, powers, consents, permissions and authority with respect to the Licensee’s Content. The Licensee hereby grants the Licensor worldwide non-exclusive royalty-free license to  reproduce, distribute, publicly perform the educational content (including digital audio and video transmission), publicly display, transmit, use for promotional, marketing and advertising purposes the Licensee’s Content in any and all media or distribution methods.

5.2. The Licensee’s Content does not infringe or violate any third party’s intellectual property rights.

5.3. The Licensee has the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the Licensee’s Services offered to Users within the educational course or individual lessons through the Licensor’s Website and/or the Program.

5.4. The Licensee shall not publish, submit or otherwise transmit via the Licensor’s Website any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing third party intellectual property rights, defamatory or libelous content or information.

5.5. The Licensee shall not publish, communicate or otherwise transmit unsolicited and unauthorized promotions, advertising, spam and any other solicitation of services (commercial or otherwise) to any User or any third party through the Website and the Licensor Program.

5.6. The Licensee shall not use the Program and the Website for activities other than providing tutoring and teaching services to Users.

5.7. The Licensee shall not engage in any activity that would require the Licensor to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording.

5.8. The Licensee may not copy, distribute, modify, disassemble, decompile, compromise, hack, damage, or otherwise reverse engineer the Licensor’s Website or the Program.

5.9. The Licensee may not use false identity or gain unauthorized access to another person's Personal Account.

5.10. The Licensee undertakes not to spread viruses, spyware, malware, harmful computer codes, Trojans, warms, files or programs that are capable of or intended to damage or imitate the operation of hardware, software or telecom equipment or any other part of the Website and the Licensor's Program; not to use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, access the Website.

5.11. The Licensee shall not interfere with or otherwise prevent other Licensees from providing their services or courses.

5.12. Licensee shall provide and maintain updated Personal Account information.

5.13. The Licensee shall soonest possible (and under no condition later that 3 business days from the date of request) reply to the Users who have purchased the Licensee’s services. The Licensee shall provide to the Users services in compliance with the quality standards set by the Website and the generally acceptable foreign language teaching standards.

6. Liability of the Parties

6.1. In the event of non-performance or improper performance by a Party of its obligations hereunder, a Party shall be liable in accordance with the applicable laws of the Republic of Cyprus and the  European Union.

6.2. The Licensee acknowledges and agrees that the Program  and the Website and any  functionality, service or feature of the Website are provided on an “AS IS” basis. That means that the Program and the Website are not error-free or uninterrupted. The Licensor  disclaims all warranties, express or implied for any problems arising  or in connection with the  installation, update, support and operation of the (including any  problems of compatibility with other software products, packages, drivers, etc. The Licensor disclaims any and all warranties for fitness of the Program and the Website for particular purpose and meeting any Licensee’s expectations of use of the Website and the Program. 

6.2.1. The Licensor does not promise that the Licensor’s use of the Website or the Program will provide specific results or will meet the expectations of the Licensee. The Licensee fully understands and agrees that the Licensee assumes full responsibility for any negative consequences of use of the Website and the Program caused by incompatibility or conflicts between the Program and other software products installed on the Licensee's computer or other device.

6.2.2. The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

 

6.3. Licensor further disclaims all liability for:

—any actions of the Licensee in connection with use of the License granted hereunder;

—Licensee’s loss or damage of any kind caused by or related to loss or disclosure of the Licensee’s data;

—any third party services (including the services of data transmission) necessary for use of the Website and the Program.

6.5. The Licensor disclaims any and all liability for any third parties software (web browsers, operating systems, etc.)  and equipment (personal computers, network equipment and infrastructure) used by the Licensee in connection with use of the Website and the Program.

6.6. The Licensor shall store the Licensee’s data for the term of the Agreement and shall make backup of Licensee’s data every 72 hours.

6.7. In case the loss of data occurred at the fault of the Licensor, Licensee shall take all necessary measures to data recovery within 3 business days, subject to technical possibility.

6.8. In case the data loss was caused by the Licensee's actions, the Licensor shall carry out the data recovery at the Licensee’s request, to the extent such recovery is technically possible.

6.9. The Licensee shall be solely liable to third parties in the event that the Licensor itself or on the Licensee’s behalf receives third party complaints on spam or unsolicited marketing, promotional or advertising messages from the Licensee. Upon receipt of unsolicited message complaints from a third party, Licensor has the right at its own discretion:

• block the Licensee’s Personal Account; or
• provide the Licensee’s data to an affected third party for the conflict resolution directly between the third party and the Licensee.

6.10. Licensor shall not be liable for the disclosure /alteration /deletion of data from the Licensee's Personal Account in case such disclosure /alteration /deletion of data is caused by the actions of the Licensee or the Authorized Users on the Licensee’s behalf, including in the account directly by the Licensee or by third parties on his behalf, including disclosure /alteration /deletion of data via API.

7. Term and Termination

7.1. This Agreement comes into force from the date of acceptance by the Licensee of this Offer Agreement and remains in effect for indefinite time.

7.2. This Agreement may be early terminated on the grounds set out herein, by mutual agreement of the Parties or unilaterally, by a termination notice submitted 10 (ten) business date prior to the date of termination. The termination notice must be made in writing.

8. Personal Data

8.1. The Licensor processes the Licensee’s personal data indicated in the Licensee’s Personal Account on the Licensor’s server with the purpose of performing the Licensor’s obligations hereunder in accordance with the Privacy Policy published at:  https://polygled.com/ru/privacy-policy  which is deemed to be incorporated to this Agreement by reference hereof.

8.2. Entering into this Agreement by way of registering at the Website the Licensee gives their consent to the Licensor’s processing of the personal data and consents to the terms of the Privacy Policy without any reservations or restrictions.

The Licensee gives their consent to the processing of their personal data, namely the performance of the actions stipulated in the General Data Protection Regulations EU 2016/679 (GDPR) and confirms that by giving such consent, they act freely, with their will and in their interest. The Licensee’s consent to the personal data processing is specific, informed and conscious.

This Licensee's personal data is processed for the following purposes: Licensee’s registration on the Website, granting the Licensee the simple non-exclusive license to use the Program and the Website services, communication with potential customers, analytical reports and other communications between the Licensee and the Licensor, and applies to the processing of the following personal data:

• Last and First Name ;
• Location;
• Phone Number;
• E-mail Address;
• Date of Birth;
• Professional Activity, Qualifications,
• Recording of the teaching lessons (with the purpose of quality assessment and improvements);
• IP-address and connection settings;
• Audio and video recordings of the Licensee’s lessons.

Licensee authorizes the Licensor to process the personal data as follows:

• collection and storage;
• storage for compliance with the reporting requirements for the period not less than three years, from the date of termination of the User's use of the Website services, to the extent required by the applicable laws;
• update, renewal, modification;
• use for the legitimate purposes set out by this Agreement;
• deletion;
• transfer to third parties with observance of the measures providing protection of the personal data from unauthorized access, and  /or on demand of court or the competent state authorities.

8.3. Licensor is not authorized to transfer the Licensor’s personal data to any third parties except when the Licensee gave their explicit content to transfer of their personal data or when transfer of the personal data is made upon a legal request of the competent state authorities.

8.4. Personal data is stored on the Licensor's server as long as the Licensee has a Personal Account. The Licensee may delete its Personal Account at any time. The Licensee may by themselves at any time delete any of their personal data from the Program by deleting the specific items of personal data from the Licensee’s Personal Account.

8.5. The Licensor has securities measures in place on the Website to protect the Licensee’s personal data from unauthorized access of third parties, loss and misuse.

8.5.1. Personal Data of the Third Party Users registered with the Personal Account of Licensee:

• The Parties agreed that commencement by the Licensee of the license granted herein (provision of the Licensee’s services to third party Users with use of the Licensor’s Website and the Program) automatically entails registration of the third party Users in the Licensee’s Personal Account;
• The Licensee in their capacity of the controller of third parties personal data pursuant to GDPR Chapter 4 authorizes the Licensor to store such personal data on its server with use of the necessary security protection for the purpose of proper provision of the Licensee’s services;
• The Licensor must ensure personal data protection and confidentiality;
• The confidentiality requirements do not apply in case the personal data is provided at the legitimate request of a competent authority.

 

9. Force Majeure

1. Neither Party shall be exempt liable for failure to perform their obligations under the Agreement in full or in part resulting from the events of force majeure arisen after entering into the Agreement. The events of force majeure include: natural disasters; natural and industrial catastrophes; acts of terrorism; military operations; civil disorder; adoption by state or local government bodies of acts containing prohibitions or restrictions on the Parties' activities under the Agreement; other circumstances which cannot be foreseen or prevented and which make it impossible for a Party to perform its obligations under the Agreement.

 

9.2. Should an event of force majeure preventing a Party to perform their obligations arise, the performance by an affected Party of their obligations hereunder shall be postponed for the duration of such force majeure and for the time necessary to take the actions to minimize the impact of an event of force majeure, but no more than 60 (sixty) calendar days period. Notwithstanding the foregoing, should the event(s) of force majeure suffered by a Party extend beyond 60 (sixty) calendar days period, or it would become obvious to both Parties that the event of force majeure would last beyond this period, the Agreement will be terminated.

10. Final Provisions

10.1. This Agreement, entering into and termination shall be governed by and construed in accordance with the law of the Republic of Cyprus and the European Union laws and regulations

10.2. All disputes or controversies arising out of or in connection with entering into or performance of this Agreement shall be resolved by negotiations. An aggrieved Party shall communicate a written claim to the other Party by email and the other Party shall provide to that Party a substantiated reply within 10 (ten) business days from the date of receipt of a claim.

10.3. If the Parties fail to reach the agreement by negotiations, the dispute shall be brought for resolution to the Cypriot court that has jurisdiction over such disputes in accordance with the procedure provided by the Cypriot laws.

10.4. Any notices and documents in connection with this Agreement may be submitted by one Party to the other Party as follows:

10.4.1. if to the Licensee - to the Licensee’s e-mail address indicated at the time of entering into this Agreement by accepting the Offer Agreement  in a manner set out in  clause 2.2. of the Agreement or in the Licensee's Personal Account from the Licensor's e-mail address specified in the Article 11 of the Agreement; or sending a private message in the Licensee’s Personal Account; and

10.4.2. if to the Licensor – to the e-mail address indicated in section 11 of the Agreement from the Licensee’s e-mail address indicated at the time of entering into this Agreement by accepting the Offer Agreement in a manner set out in  clause 2.2. of the Agreement or in the Licensee's Personal Account;

10.4.3. to any Party of the Agreement – by registered mail with the delivery confirmation or by a courier delivery service with the delivery confirmation.

10.5. The Licensee authorizes the Licensor to publish testimonials and feedback with respect to the License’s teaching using the Program and the Licensor’s Website.

10.6. If one or more clauses of this Offer Agreement is found to be invalid or unenforceable by applicable law, then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Offer Agreement, the Terms of Use and the Privacy Policy will continue in effect.

10.7. The Licensee acknowledges and confirms that by registering by way of actions set out in clause 2.2. of this Offer Agreement, accessing, or using the Website and the Program the Licensee agrees to enter into a legally binding contract with the Licensor on the terms and conditions set out herein. The Licensee further acknowledges and confirms their agreement to be bound by the terms of the Privacy Policy and the Terms of Use incorporated by reference to this Offer Agreement and posted at:

 

11. Licensor’s Name and Contact Details

11.1. ABRUE TRADING LIMITED

11.2. Registered Office: Kennedy 12, Kennedy Business Centre, 2nd floor, 1087, Nicosia, Cyprus

11.3. E-mail: support@polygled.com.