1. BASIC DEFINITIONS
2. HOW THE SITE, APPLICATION AND SERVICES WORK
3. CONNECTION SERVICES
- Users can upload information related to language learning.
- Chat Partners search for, communicate, select and interact with each other for language learning purposes.
- Students search for, communicate, select and engage tutors directly for language learning.
- Tutors advertise their abilities, respond to questions, connect and participate directly in providing their services to students.
- By providing Connection Services, Polygled provides students and teachers with just a space to find and engage with each other.
4. PAID SERVICES
5. TERMS OF SERVICE
6. POSSESSION, LICENSE AND WARRANTY FOR THE INFORMATION YOU PROVIDE
7. CUSTOMER SERVICE AND ACCOUNT SECURITY
- We recommend that you talk to your parents or guardians about online privacy and security concerns when using any social media application, including our applications.
- You and your parents or guardians must read and agree to these Terms of Service before registering and using our applications. If you need help or have questions, please contact us at firstname.lastname@example.org.
8. REGISTRATION AND CREDENTIALS
9. COMMUNITY GUIDELINES AND GENERAL PROHIBITIONS
- Violate patent, copyright, trademark, trade secret, moral rights, other intellectual property rights or rights of publicity or confidentiality of third parties,
- Violate or encourage any conduct that would violate any applicable law or regulation or give rise to civil liability,
- Are fraudulent, false or misleading;
- Are offensive, obscene, pornographic, sexually explicit, vulgar or offensive, and contain partial or full nudity,
- Promote discrimination, bigotry, racism, hatred, persecution or harm to any person or group of people,
- Are violent or threatening or promote violence or actions that threaten any other person,
- Promote illegal or harmful activities or substances;
10. CONTENT AND CONVERSATIONS
11. QUALITY OF SERVICES
12. LEGAL RELATIONS BETWEEN TUTORS, CHAT PARTNERS AND POLYGLED
13. SOCIAL MEDIA AND ONLINE SERVICES
14. POLYGLED RIGHTS
15. NOTIFICATIONS AND SERVICE MESSAGES
17. NOTIFICATION AND DELETION
18. TRADEMARK AND LOGO
19. BLOCKING AND DELETING AN ACCOUNT
21. LIMITATION OF LIABILITY
- YOUR ACCESS, USE OR RESTRICTION OF ACCESS TO THE SERVICES;
- ANY CONDUCT OR INVOLVEMENT OF ANY THIRD PARTY IN THE SERVICE, INCLUDING - WITHOUT LIMITATION - ANY DEFAMATORY INFORMATION, VIOLATIONS OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES;
- RECEIVING ANY CONTENT FROM THE SERVICE;
- UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR MESSAGES OR ANY OTHER CONTENT BASED ON WARRANTY, CONTRACT, BREACH OF RULES (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ABRUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- SOME COUNTRIES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY IN CONTRACTS WITH CONSUMERS AND, AS A RESULT, THE CONTENT OF THIS SECTION MAY NOT APPLY TO YOU. IF THE ABOVE LIMITATIONS ARE NOT ACCEPTABLE, YOU CONFIRM THAT OUR COMPENSATION TO YOU UNDER THESE CONDITIONS SHALL NOT EXCEED THE TOTAL AMOUNT OF MONEY YOU HAVE PROVIDED TO YOUR PLATFORM USER ACCOUNT.
- your breach of the Terms or arising out of it,
- your violation of any applicable law of regulation,
- (iii) your infringement of any third-party rights (including intellectual property rights),
- (iv) your User Materials,
- (v) your complaint about any User Submission,
- you will indemnify and secure us from and against all losses, liabilities, costs, and expenses (including reasonable legal fees) associated with such requests.
- the occurrence of negative consequences if the User provides false information;
- loss of access to the Service by the User, if such loss or break-in was caused by the User's actions or inaction;
- any illegal actions of third parties, except in cases when such persons are involved by Polygled to fulfill obligations.
22. CANCELLATION AND SEPARATION
23. FULL CONSENT
24. DISPUTE RESOLUTION
26. CONDITIONS OF THE GLED LOYALTY PROGRAM GENERAL PROVISIONS
27. THE PROCEDURE OF PARTICIPATION IN THE LOYALTY PROGRAM AND THE GLED ACCUMULATION SYSTEM
- information on the use of Gled in a certain period of time;
- current Gled balance.
28. GLED REALIZATION PROCEDURE
29. TERMINATION OF PARTICIPATION IN THE LOYALTY PROGRAM
30. OTHER CONDITIONS
- The Participant does not observe, violates the Terms and Conditions and / or the terms of any of the marketing campaigns conducted by the Provider, under which the Participant may be awarded Gled.
- The Participant has committed or intends to commit actions considered by the Contractor to be fraudulent, deceptive and/or other manipulations that have caused or could cause material/moral and other damage, reputational risks and other harmful consequences of various types and degrees for the Provider, Participants, as well as other people.
- The Participant took part in a marketing campaign of the Provider, under the terms of which the Participant must bring (invite) a new Participant, and subsequently the Provider revealed that the new (invited) Participant was brought (invited) by the Participant by means of any deception, provision of false information, transfer and/or promise in the future remuneration to the new Participant, and/or
- if the Participant has invited more than five new Participants, a third (or more) of whom have made less than two transactions with the Card during the first month after the activation (first replenishment) of the Card. In this case, Gled will be written off in an amount equal to the number of all Gled awarded to the Participant for the invitation of new Participants, starting from the moment when the Participant has invited the first new Participant who meets the above criteria.
31. FINAL PROVISIONS
32. POLYGLED INFORMATION
OFFER AGREEMENT FOR PROVISION OF THE INFORMATION AND CONSULTING SERVICES
- 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.
- 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.
- The acceptance of the Offer shall be effected by payment for the Services in the manner, amount and terms specified in this Offer Agreement.
- 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.
- 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.
- By accepting this Offer Agreement the Customer gives their express consent to receive newsletters about new products of the platform.
- 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.
- 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.
- This Offer Agreement is posted at the Contractor’s website at: https://polygled.com/ (hereinafter the “Website”)
- 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.
- The Offer may be revoked at any time.
- 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”).
- 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.
- 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.
- 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.
- 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
- The term for acceptance of the terms of the Offer Agreement by the Customer is unlimited.
- 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.
4.Term of the Services Provision
- 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
- The Customer undertakes to:
- Pay fees for the Services within the term and in the manner set out in the Offer Agreement;
- Properly complete all preparatory tasks and homework for each lesson (if any);
- 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;
- 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;
- Timely provide the Contractor with all necessary documents and information;
- Indemnify the Contractor for the damage caused in accordance with the applicable laws;
- Not use the information received from the Contractor in any manner that may be harmful or cause damage to the Contractor;
- The Contractor undertakes to:
- To organize and ensure proper provision of the Services in accordance with the Training Program, the Schedule and the Offer;
- To comply with the Schedule agreed by the Parties;
- To provide to the Customer with the necessary teaching and learning materials;
- 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;
- 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;
- 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.
- The Customer is entitled to:
- Request the Contractor to provide information relating to organization and proper provision of the Services;
- To demand the Contractor to provide the Services in timely manner and of good quality;
- To terminate the Agreement subject to prior payment to the Contractor of all expenses actually incurred by the Contractor for provision of the Services;
- 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.
- 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.
- receive complete and reliable information on the assessment of their knowledge, skills and competences and on the assessment criteria.
- The Contractor is entitled to:
- 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;
- Independently determine the assessment (scoring) system for the purposes of the provision of the Services, the assessment forms and procedures;
- Independently appoint the professional instructors providing the Services and to distribute the workload between such instructors;
- 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;
- terminate the agreement subject to reimbursement in full to the Customer of the damages incurred by the Customer in accordance with the applicable law;
- 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;
- 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
- 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.
- 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.
- 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
- 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.
- Payment shall be made by the transfer of funds by the Customer via payment systems gateways integrated with https:\\polygled.com
- 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.
- 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
- The Parties shall be liable for non-performance or undue performance of their obligations under this Agreement in accordance with the applicable law.
- 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.
- Contractor’s liability in any other case shall be limited to the remuneration for the Course chosen and paid by the Customer.
- 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.
- 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.
- 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.
- The Contractor is entitled to terminate the Agreement unilaterally in the following events:
- If the Customer fails to pay the fees for the Services in time;
- 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. 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.
- 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
- 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.
- 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.
- 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
- 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.
- 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.
- The Parties agree that inability of a party to pay its debts as they fall due shall not constitute an event of Force Majeure.
- 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.
- 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
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:
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:
- Clicking a checkbox next to the paragraph confirming “I agree to the terms and conditions stated in this Offer Agreement”; and
- 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: email@example.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
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
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 ;
- 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;
- 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
- 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.
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: firstname.lastname@example.org.