USER AGREEMENT – TERMS & CONDITIONS FOR BUYER AND SELLER
By downloading the Application from the AppStore, and any update thereto (as permitted by this User Agreement/terms and Conditions), You indicate that You agree to be bound by all of the terms and conditions of this User Agreement, and that You accept this User Agreement (“hereinafter to be referred as Agreement”).
The parties of this Agreement acknowledge that any Appstore is not a Party to this Agreement and is not bound by any provisions or obligations with regard to the Application, such as warranty, liability, maintenance and support thereof. Chalk - FZCO, not Appstore, is solely responsible for the User Application and the content thereof.
This Agreement may not provide for usage rules for the Application that are in conflict with the latest App Store Terms of Service. Chalk - FZCO acknowledges that it had the opportunity to review said terms and this Agreement is not conflicting with them.
All rights not expressly granted to You are reserved.
a) "Application" means the application for mobile, tablet, and other smart devices and application program interfaces provided by the Platform.
b) "Chalk - FZCO", "we", "us”, "our", “Platform”, “Application” or “App” means the Company registered as CHALK –FZCO and the App that belongs to Chalk – FZCO
c) "Chalk - FZCO Product" means the Application of "Chalk - FZCO", the Site "_________________" and any other website that is operated by Chalk - FZCO.
d) "Member Content" means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.
e) "Sites" means the Website of Chalk - FZO, including but not limited to _______________ f) "Student" means a Member that purchases the Services of a Teacher through our Platform. g) "Teacher" means a Member that provides Services through our Platform.
2. THE APPLICATION
Chalk - FZCO (hereinafter: Application) is a piece of software created to The application is created in order to provide online tutorial services to clients. We provide Members with access to and use of the Chalk - FZCO Platform, which is an online venue where:
a) Members can upload, submit, store, send and receive content related to educational learning;
b) Members can connect with, choose, and engage each other for the purposes of language learning and instant language practice;
c) Students can connect with, choose, and engage Teachers directly for Teacher Services;
d) Teachers can advertise their capabilities, respond to inquiries, connect with and engage Students to provide them with their Teacher Services (collectively, "Connection Services").
e) For the avoidance of doubt, in providing the Connection Services, Chalk - FZCO only provides the venue for Members, including Students and Teachers to find and contract with each other, and Chalk - FZCO does not take part in direct interactions between Members.
f) Through this Platform, the Teachers may provide certain services such as educational training, teaching services through Platform.
h) All Members using the Platform agree and hereby acknowledge that Services are solely provided by the Teachers and are not provided by the Platform itself.
i) The Platform's responsibility with respect to provision of Services is solely limited to facilitate the availability of the Platform.
a) The Platform is an online business Platform, where the registered users including the Students and the Teachers (“Members”), use the Platform for providing and availing Services to each other. It is to be noted that the Platform is not a direct party to the Agreements made between the Members, rather it is a medium of connecting the Members with each other. The Platform does not directly control the way Services will be provided by the Teacher or availed by the Student. Furthermore, the Platform disclaims all liability in this regard to the maximum extent permitted by law. If the Teacher indicates to provide Services on the Platform, thereby, the Teachers agrees to abide by all the terms and conditions and User Agreement of this App. The Teacher further agrees that the relationship of the Teacher and the Platform is of an independent Consultant and not of an employee, partner, or Joint Venture of the Platform. As a Member you settle not to do anything to generate a fabricated impression that you are sanctioned by, associating with, or performing on behalf of the Platform.
4. SCOPE OF APPLICATION’S USAGE
a) You are given a non-transferable, non-exclusive, non-sub licensable right to install and use the Application on any device that You (End-User) own or control and as permitted by the Usage Rules set forth in this section and the App Store Terms of Service.
b) This right to use the App will also govern any updates of the Application provided by the Platform that replace, repair, and/or supplement the first Application.
c) You may not copy (excluding when expressly authorized by this Platform and the Usage Rules) or alter the Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this Application, the App Store Terms of Service, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time.
d) Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
e) The Platform reserves the right to modify the terms and conditions of Application.
f) Nothing in this right should be interpreted to restrict third-party terms. When using the Application, you must ensure that You comply with applicable third-party terms and conditions.
5. OBLIGATIONS OF TEACHER
The Teacher undertakes to:
a) As agreed by the Parties to provide services to the student in accordance with the terms of this Agreement.
b) Use confidential information about the Student only for the learning process, not to transfer or show it to third parties.
c) Timely provide the student with the necessary teaching materials.
d) Give oral and written advice to the student on his additional issues.
e) It is agreed by the Teacher that he shall provide the services in a quiet and peaceful environment so that there is no distraction for the students.
f) In case the Teacher is unable to provide the services under this Agreement, they shall promptly notify the Platform about the circumstances going on.
g) The Teacher shall complete the entire course that has been undertaken by them. h) The Teacher should maintain good etiquettes and professional conduct with the students.
i) After the termination of the Contract, the Teacher shall not disclose or use any of the Platform’s data for their personal use or benefit.
j) Teacher acknowledges and agrees to schedule the timeline of classes with the Student. The classes shall be provided via face to face communication i.e. video tutorials. k) It is further acknowledged by the Teacher and the Student that all the classes shall be monitored and recorded by the Platform for the purpose of quality assurance.
a) In consideration of Teacher’s provision of the Services in accordance with the provisions of this Agreement, the Platform shall pay service fee (the “Service Fee”) to the Teacher on commission basis, at the rate of ____% per hour.
b) If the Teacher is unable to provide services for any reason, he/she shall not be entitled to receive any Service Fee and any other fees in respect of the period of inability or unavailability.
c) The Service Fee of the current month shall be paid to the Teacher on every Sunday, however tutors must accrue a minimum of AED 400 to get their disbursement for the week. The Service Fee will be transferred via payment gateway, and will sit in Platform’s account, which will be sent weekly to designated Bank Account/PayPal Account of the Teacher.
d) Notwithstanding the foregoing, in the case of any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by the Teacher hereunder, the Platform is entitled to postpone or reject the payment of Service Fee without any compensation or liability to the Teacher until the Teacher rectifies such inaccuracies, breaches and/or non-performances.
7) TECHNICAL REQUIREMENTS
a) The platform attempts to keep the Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.
b) You acknowledge that it is Your responsibility to confirm and determine that the app enduser device on which You intend to use the Application satisfies the technical specifications mentioned above.
c) The Platform reserves the right to modify the technical specifications as it sees appropriate at any time.
7) TERM AND TERMINATION
b) If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
8) MAINTENANCE AND SUPPORT
a) The Platform is solely responsible for providing any maintenance and support services for this Application. You can reach the Platform managers at the email address listed in the App Store Overview for this Application.
9) USE OF DATA
10) USER GENERATED CONTRIBUTIONS
The Application may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Application, including but not limited to text, writings, video,audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Application and through third-party websites or applications. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
a) The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
d) Your Contributions are not false, inaccurate, or misleading.
e) Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. f) Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
g) Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. h) Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people. i) Your Contributions do not violate any applicable law, regulation, or rule. j) Your Contributions do not violate the privacy or publicity rights of any third party. k) Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
l) Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
m) Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
a) The Platform takes no accountability or responsibility for any damages caused due to a breach of duties according to terms of this Agreement. To avoid data loss, You are required to make use of backup functions of the Application to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Application, You will not have access to the Application.
a) The Platform warrants that the Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. Platform warrants that the Application works as described in the user documentation.
b) No warranty is provided for the Application that is not executable on the device, that has been unauthorized modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of Chalk - FZCO's sphere of influence that affect the executability of the Application.
c) You are required to inspect the Application immediately after installing it and notify Chalk - FZCO about issues discovered without delay by e-mail. The defect report will be taken into consideration and further investigated if it has been mailed within a period of two (2) days after discovery.
d) If we confirm that the Application is defective, Chalk - FZCO reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.
13) PRODUCT CLAIMS
Chalk - FZCO and the End-User acknowledge that Chalk - FZCO, and not the Appstore, is responsible for addressing any claims of the End-User or any third party relating to the Application or the End-User’s possession and/or use of that Application, including, but not limited to:
a) product liability claims;
b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and
c) claims arising under consumer protection, privacy, or similar legislation.
a) The Agreement is valid until terminated by Chalk - FZCO or by You. Your rights under this Agreement will terminate automatically and without notice from Chalk - FZCO if You fail to adhere to any term(s) of this Agreement. Upon Agreement termination, You shall stop all use of the Application, and destroy all copies, full or partial, of the Application.
15) INTELLECTUAL PROPERTY RIGHTS
a) Chalk - FZCO and the End-User acknowledge that, in the event of any third-party claim that the Application or the End-User's possession and use of the Application infringes on the third party's intellectual property rights, Chalk - FZCO, and not Appstore’s, will be solely responsible for the investigation, defense, settlement and discharge or any such intellectual property infringement claims.
16) APPLICABLE LAW
This license agreement is governed by the laws of the United Arab Emirates excluding its conflicts of law rules.
17) DISPUTE RESOLUTION
a) Informal Negotiations
b) Binding Arbitration
Any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of this contract or arising therefrom or related thereto in any manner whatsoever, shall be settled by arbitration in accordance with the provisions set forth under the Rules of Commercial Conciliation and Arbitration (“the Rules”) of the Dubai Chamber of Commerce & Industry, by one or more arbitrators appointed in compliance with the Rules.”
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: a) Use of the App;
e) Any overt harmful act toward any other user of the App with whom you connected via the App. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
a) If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.
b) Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.
20) CONTACT INFORMATION
For general inquiries, complaints, questions or claims concerning the Application, please contact:
Address: Chalk - FZCO United Arab Emirates
Phone Number: + 971502856666