Inizian

Terms of Use Agreement

Effective: January 01, 2019

1. Introduction

Welcome to Inizian.com!

The goal of Inizian.com is to provide you with access to our service, which matches tutors and students in order to assist students’ educational needs. To ensure a safe, non-offensive environment for all our users, we have established these Terms of Use, spelling out what you can expect from us and what we expect from you.

By accessing any areas of the Inizian.com websites (“Sites”), mobile applications (“Apps”) and any other social media site pages and interactive services (Facebook, Twitter and any other services), or by using any of the Site’s services, the user, hereafter referred to as “you” or “your” (“you” or “your” includes but is not limited to tutors and students, students’ parents and students’ legal guardians) agree to be legally bound and to abide by the terms and conditions set forth below. If you do not agree to and understand all the terms and conditions of this Terms of Use Agreement written in English, please do not use the Inizian, Inc. service.

These Terms of Use, our Privacy Policy, and all policies posted from time-to-time on our sites set out the terms on which Inizian.com offers you access to and use of our sites, services, applications and tools (collectively “Services”). All policies, including the Privacy Policy, are incorporated into these Terms of Use. You agree to comply with all the above when accessing or using our Services.

2. General Terms

Inizian.com (owned and operated by Inizian, Inc.) (“Inizian” or “We”) facilitates a marketplace to help you connect solely to conduct educational sessions between tutors and students so that students can improve their studies and meet their educational needs via the third party communication tools (Skype, WeChat and any other services). You agree to use the Site and interact among tutors, students, students’ parents and students’ legal guardians and any others in lawful, proper and reasonable manners.

We do not hire or employ tutors nor take responsibility for any interactions between tutors and students. The actual contract for sale is directly between students and tutors. Tutors discretionally set their own teaching fees and apply their own teaching methodology to assist students to learn. Inizian does not instruct tutors how to teach students and what materials to be used for their teaching sessions.

Students understand that we do not conduct background checks on tutors nor guarantee tutors’ representations about themselves submitted on our sites, apps, emails, third party communication tools (Skype, WeChat and any other services) or any other means of tutors’ communications with students. Students, especially their parents or their legal guardians who decide to purchase tutoring services from tutors should exercise their own caution and judgement to select such services. While we may help facilitate the resolution of disputes, we are not responsible and liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relating to the conduct of tutors and/or students, including, but not limited to, students’ parents’ and/or students’ legal guardians’ reliance upon any information provided by tutors.

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

We do not control any submitted contents (as defined below) and any other exchanged contents (as defined below) posted on our Sites, Apps, emails, telephone conversations, third party communication tools (Skype, WeChat and any other services) and other communication methods including, but not limited to social media sites and interactive services (Facebook, Twitter and any other services), between tutors and students, including their parents and their legal guardians, prior to, during, or after tutoring services via third party communication tools (Skype, WeChat and any other services) We are not responsible for and do not guarantee the credibility, accuracy, reliability, validity, certainty, truthfulness or usefulness of submitted contents by tutors or students or exchanged contents between tutors and students including their parents and their legal guardians. You are responsible and liable for any infringements of intellectual property rights and copyrights for all third parties and Inizian.

By using Inizian service, you understand that we may unintentionally expose you to submitted content that you consider offensive, indecent, or objectionable. Inizian has no responsibility to keep such content from you and no liability for you to access or use of any submitted content, to the extent permissible under applicable law.

Through the Inizian service, you may access links to third party communication tools and platforms (Skype, WeChat, PayPal and any other services), either directly or through communications between tutors and students including students’ parents or students’ legal guardians. We do not control third party communication tools and platforms (Skype, WeChat, PayPal and any other services) in any manner. Accordingly, we do not assume any liability associated with third party communication tools and platforms. You need to take proper and reasonable steps to determine whether accessing third party communication tools and platforms is appropriate for you, and to protect your personal information and privacy on such third party communication tools and platforms.

You understand that you are responsible for and pay all costs relating to conducting tutoring sessions introduced by Inizian service including, but not limited to internet fees, computer fees and downloading the applicable communication software.

3. Eligibility

Tutors
When a tutor candidate applies to become a tutor with Inizian, this candidate needs to be 18 years old or older. Additionally, this tutor must legally be permitted to work in his or her residing country and should provide Inizian accurate, current, complete and honest information to present himself or herself in his or her credential, pictures and video streaming when he or she registers as a tutor with Inizian. Tutors shall promptly update their new or changed registered information with Inizian.

All tutors agree to participate in free or discounted lesson campaigns by registering as tutors with Inizian, set their lesson points on our Site and any other initiatives that Inizian decides to conduct to enhance the user experiences for tutors and students. Upon registering with Inizian, tutors agree to use third party payment service for their conducted lesson fees netted after the Inizian’s running cost. Such costs are subject to change by Inizian at any time. All tutors should agree that they are hired by students, students’ parents and/or students’ legal guardians, not by Inizian. Hence, Inizian is not responsible and not liable for any of the tutors’ tax and other fees or issues arising from their tutoring sessions.

4. Students

When a student registers as a student member, such registration must be done by providing accurate, current and complete information of student’s parent(s) or his or her legal guardian(s). Student’s parent(s) and his or her legal guardian(s) must be over 18 years old and must sign off the Inizian registration form to become (an) Inizian student member(s). Student’s parent(s) and his or her legal guardian(s) will make sure that they do not provide Inizian any information relating to student’s personal information especially for minors’. Student’s parent(s) and his or her legal guardian(s) shall promptly update any information when their registered information with Inizian is changed.

All students, their parent(s) and students’ legal guardian(s) understand that Inizian does not collect any personally identifiable information of minors without a consent made by students’ parent(s) and students’ legal guardian(s). Details about the privacy and minors are discussed in the Privacy Policy.

For students who are under 13 years old at the time of registering to become Inizian’s student members to take lessons, Inizian requests students’ parent(s) or students’ legal guardian(s) to read and understand Inizian’s COPPA NOTICE – DIRECT NOTICE TO PARENTS, CHILDREN’S ONLINE PRIVACY POLICY and PARENTAL CONSENT TO DISCLOSURE AND USE OF CHILD’S PERSONAL INFORMATION (“Parental Consent”) in addition to Inizian’s Privacy Policy. A print out of the Parental Consent with required sections filled in and signed by the students’ parent(s) or students’ legal guardian(s) will need to be uploaded as a picture(s) to the Inizian site. Once Inizian acknowledges the uploaded form(s), then students’ membership accounts become active for students’ parent(s) or students’ legal guardian(s) to be able to schedule a tutoring lesson.

Aside from any campaigns conducted by Inizian, students must purchase lesson points prior to scheduling their tutoring sessions through the Inizian site via a third party payment company (Paypal). Students, students’ parent(s) and students’ legal guardian(s) fully understand that they hire the tutors, not Inizian, for each scheduled lesson and agree to pay for the lesson points determined by tutors.

5. Safety

At anytime, a minor engages to communicate with tutors including, but not limited to his or her tutoring sessions, such (a) minor’s parent(s) or his or her legal guardian(s) should supervise all tutoring sessions and/or any other communications made between them via any electronic devices.

All tutors, students, students’ parents and student’s legal guardians agree that Inizian does not allow any electronic and/or actual interactions and/or communications among tutors and students outside of the tutoring sessions scheduled by using the Site. If they conduct any activities as such, Inizian is not responsible and is not liable for any consequences arising from such activities. Such conduct would result in the immediate termination of student membership and/or termination of tutor status. All tutors, students, students’ parents and students’ legal guardians understand that they bear any costs (damages, legal and any other costs) that Inizian has to pay for in relation to such activities made by tutors, students, students’ parents and student’s legal guardians.

6. Conducts and Obligations

In connection with using or accessing the Services you will not:
Upload, distribute post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services;
Post, list or upload content or items in inappropriate categories or areas on our Site;
Harvest or otherwise collect information about users without their consent;
Post adult content of any kind;
Copy, modify, reverse engineer, reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from, deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit any of our services, submitted content except as permitted by these terms;
Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your account status;
Use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
Impersonate another person or gain unauthorized access to another person's account;
Introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of our services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access our services;
Fail to provide services sold by you, unless you have a valid reason as set out in Inizian.com’s policy, for example, the student fails to follow the posted terms or you cannot contact the student;
Post false, inaccurate, misleading, defamatory, discriminatory, disparaging, infringing, or libelous content;
Transfer your Inizian.com account and user ID to another party without our consent;
Disclose any personal information to the student or tutor you are working with, and you will otherwise will assume responsibility for controlling how your personal information is disclosed or used, including, without limitation, taking appropriate steps to protect such information; or Solicit personal information from any tutors, students, students’ parent(s), students’ legal guardian(s) and any others.

Students understand and agree that tutors from whom students may have taken any tutoring sessions may choose to terminate their Inizian tutor accounts and become inactive. Inzian does not guarantee tutors’ availability to students and shall not be responsible or liable for any issues relating to tutors’ availability.

7. Intellectual Property – Submitted and Exchanged Content

Submitted content to Inizian by you and exchanged content between tutors and students are defined as materials or any personal information about you including, but not limited to text messages including, but not limited to self-introductions, necessary communications during tutoring sessions, pictures or video streaming. You shall ensure that such contents are not copyrighted materials belonging to other individuals and/or companies and that you have obtained written consent to use any copyrighted content prior to submitting such content to Inizian or exchanging such content between tutors and students, or otherwise limit such usage solely for your own personal and noncommercial purpose. Moreover, you shall not submit any illegal, inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable content to Inizian and/or exchange any illegal, inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable content between tutors and students. You are fully responsible and liable for any harm and/or damages arising from any such infringement and/or from above mentioned conditions on your submitted and exchanged content to tutors, students, students’ parent(s), students’ legal guardian(s) and other third party.

You agree that you shall not claim any copyright or any royalty fees on your submitted and/or exchanged content to anyone including Inizian, other tutor(s), student(s), students’ parents and students’ legal guardians received from, but not limited to our sites, our apps or any other communication means.

You understand that you shall not remove, change, or replicate Inizian’s trademarks, which include but are not limited to names, logos, marks, brands, designs, texts and others that relate to the Inizian’s service.

Inizian reserves the right at any time to remove any content on our sites if we believe there may be any infringement of intellectual property rights.

8. Cancellation of Lessons

By agreeing to these terms of use, a student uses the Inizian site to schedule his or her tutoring lesson with a tutor and confirms his or her reservation through (an) email(s) from Inizian. If a student cancels or reschedules his or her lesson prior to 24 hours of the scheduled lesson starting time, Inizian refunds the full lesson points for such a cancelled lesson to his or her account. If a student cancels or reschedules his or her lesson within 24 hours of the scheduled lesson starting time, the student will pay the full lesson points for the cancelled lesson from his or her account. If a tutor cancels the scheduled lesson prior to 24 hours of the scheduled lesson starting time, no points will be deducted from the student’s account. If a tutor cancels the scheduled lesson within 24 hours of the scheduled lesson starting time, Inizian refunds such a student full lesson points based on Inizian determined terms. Inizian modifies such terms when necessary.

A tutor sets his or her available time slots to accept students’ lesson reservations up to 10 days in advance of the actual lesson starting time. Tutors fully understand that their available time slots need to be truly available so that they can teach at the reserved time slot and any cancellations would harm their reputations and would negatively affect for them to teach through the Inizian site. In any case tutors have to cancel their scheduled lessons, they should immediately contact Inizian. All tutors are responsible and liable for any harm and damages on cancelling a scheduled lesson. For any issues and/or conflicts (defined below) that arose from cancelling lessons, tutors should resolve such issues and/or conflicts. Inizian is not responsible and not liable for any of such issues and/or conflicts.

9. Issues and/or Conflicts

You should resolve any harm or damages on issues or conflicts with tutors, students, students’ parents, students’ legal guardians or third party among related parties. If Inizian is harmed or damaged on such issues or conflicts, you compensate Inizian for any costs. (please refer to Sections 15-20 below)

10. Termination, Suspension and Resignation

Inizian may suspend and/or terminate your membership or tutor status with or without notice at any time at Inizian’s discretion, for any reason or no reason. You agree that, if you are suspended and/or terminated, you will make no further use of the Inizian after termination or during suspension.

By resigning student memberships and tutor accounts, students lose their lesson points in their accounts and tutors lose the right to collect lesson fees that they have already conducted.

11. Policy Enforcement

When a student or tutor issue arises, we may consider the student or tutor’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both students and tutors.

12. Non-Waiver

If Inizian waives any term or provision of this agreement, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given, and such waiver shall not be construed as a waiver with respect to any subsequent instance. No delay or failure of Inizian to exercise any right under this agreement shall operate as a waiver of said right.

13. Password

You understand that you set your own password to access the Site or apps, secure such a password and do not give or disclose your password to anyone. We are not responsible or not liable for any harm or damages caused by inappropriate use of your password by a third party. Although Inizian does not manage your password, if you have any issues regarding your password, you will immediately take a proper action to re-set your password.

14. Disclaimer of Warranty

Inizian periodically schedules system maintenance which may cause the site to be down or system outrages may happen. You agree that Inizian is not responsible and not liable for: (a) the unavailability of the services including those available on third party platforms; (b) any loss of materials, data, transactions or any other information or materials caused by such site-downs or system outages; (c) the delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such site-downs or system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Inizian services, any internet service providers, any third party platforms, or any internet facilities and networks.

INIZIAN.COM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY CONTENT MADE AVAILABLE ON THIS WEBSITE. INIZIAN DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THIS WEBSITE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (B) THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY CONTENT, MATERIALS, DATA OR INFORMATION OBTAINED BY YOU THROUGH INIZIAN.COM WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH INIZIAN.COM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) INIZIAN.COM OR THE SERVER(S) THAT MAKE OUR WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INIZIAN.COM'S PRODUCTS AND ALL CONTENT AND INFORMATION MADE AVAILABLE ON THIS WEBSITE ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INIZIAN.COM, INC. AND ITS AFFILIATES.

15. Modification of Service

Inizian reserves the right at any time to modify or discontinue, temporarily or permanently, our sites, our apps or our service (or any part thereof) with or without notice. You agree that we are not liable to you or to any third party for any modification, suspension or discontinuance of our service. To protect the integrity of our sites, our apps or our service, we reserve the right at any time in our sole discretion to block users from certain IP addresses, or any other means, from accessing our sites, our apps or our service.

16. Liability Limitation

Inizian or any of our affiliates, licensors, suppliers, advertisers, sponsors, partners or our or their directors, officers, employee, consultants, agents, third party providers or other representatives, are not responsible or liable for any indirect, incidental, consequential, special, exemplary, punitive or other damages (including without limitation, damages for loss of business, loss of data or lost profits), under any contract, negligence, strict liability or other theory arising out of or relating in any way to the services and/or materials, including any materials available through any third party platform, submissions, any linked websites or any code, product or service purchased, accessible or usable through the services or any third party platform.

Your sole remedy for dissatisfaction with the services, materials, including any products or services available through any third party platform, submissions or any third party platform, submissions, products, or linked websites is to stop using the services, materials, submissions, products, or linked websites, as applicable. No communication of any kind between you and Inizian or a representation of Inizian constitutes a waiver of any limitations of liability hereunder or create any additional warranty not expressly stated in the terms. You agree that the damage exclusions in these terms of use shall apply even if any remedy fails of its essential purpose.

17. Indemnification

You indemnify, defend and hold harmless Inizian, and our affiliates, licensors, suppliers, advertisers, sponsors, partners or our or their directors, officers, employee, consultants, agents, third party providers or other representatives from and against all reasonably foreseeable losses, expenses, damages, costs, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to or arising out of your breach of any representation or warranty hereunder. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you under this section, and in such case, you agree to fully cooperate as reasonably required with such defense and in asserting any available defenses.

Statute of Limitations. Any claim or cause of action arising out of or related to use of the Inizian services, these terms, or any services or information available through third party platforms, must be filed within one year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such one-year period, such claim or cause of action are forever barred.

Under California Civil Code Section 1789.3, California websites users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

18. Arbitration

Any controversy, claim, suit, injury or damage arising from or in any way related to the Inizian site, tutors, students, conduct, or the terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) then in effect, which can be obtained at any AAA office, at www.adr.org, or by calling the AAA at 1-800- 778-7879. If there is any inconsistency between the AAA Rules and this arbitration provision, the terms of the arbitration provision will control unless the arbitrator determines that the application of the inconsistent terms would result in a fundamentally unfair arbitration. This arbitration provision will be construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. §1 et seq.

Inizian and you will attempt to agree on a single arbitrator. If agreement is not possible, each party will select its own arbitrator. Each party’s arbitrator will, in turn, confer and select a single arbitrator. The arbitrator will base the decision on the evidence presented and in accordance with these terms and governing law, including statutory and judicial authority. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these terms and applicable law. The arbitrator will issue a written decision, which will contain the essential findings and conclusions on which the decision is based. The arbitrator’s decision will be final and binding upon all parties.

You and Inizian agree that each of us may bring claims, suit, injury, harm, loss or damage against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Inizian agree otherwise, the arbitrator may not consolidate or join more than one person’s party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Inizian users.

The arbitration shall be conducted at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and the judgment of the arbitration award may be entered by any court having jurisdiction thereof.
Each party will pay his or her own attorneys’ fees, subject to later Arbiter reallocation.

Notwithstanding anything to the contrary, disputes may be brought before an administrative agency to the extent applicable law requires access to an agency notwithstanding the existence of this arbitration provision. Nothing in this arbitration provision shall be construed to: (i) relieve any party of the duty to exhaust administrative remedies by filing a charge or complaint with an administrative agency and obtaining a right to sue notice, where otherwise required by law; or (ii) prevent either party from cooperating with a federal or state body as required by law. However, you understand that you are not entitled to a double recovery or eligible to receive any monetary benefit from any action brought by an administrative agency except as required by law.

To commence an arbitration against Inizian, you must complete a short form, submit it to the AAA, and send it to Inizian though our Inizian site, www.inizian.com, Contact Us page.

In the event that a tribunal or arbitrator of competent jurisdiction determines that the arbitration provision is unenforceable, you agree that the exclusive forum and/or venue for any controversy, claim, suit, injury, harm, loss or damage arising from or in any way related to the use, inability to use or provision of these terms shall be any California State Court or Federal Court in Alameda County, and you hereby submit to the exclusive jurisdiction of those courts for purposes of any such proceeding. You and Inizian agree that any dispute is personal to you and Inizian and that any such controversy, claim, suit, injury, harm, loss or damage shall be brought on an individual basis, and shall not be consolidated with any controversy, claim, suit, injury, harm, loss or damage of any other party.

19. Injunction

You agree that any material breach of these terms will result in irreparable harm to Inizian for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Inizian will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Inizian seeks such an injunction.

20. Modification of Terms

This agreement is subject to change by Inizian at any time. The revised terms will be effective upon posting on our website and your use of our service after such posting will constitute acceptance by you of the revised Agreement.

21. Governing Law

This terms of use agreement shall be governed by and construed in accordance with the substantive laws, without regard to a choice of law rules, of the State of California.

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