Zitalk

Terms
of Service

These Terms of Service define the terms by which users may access and use the Zitalk social networking platform ("Zitalk") and the accompanying educational services (the "Services") and are an agreement between you and Magisterial Education America, LLC (the "Company"). The company and you may be each referred to individually as a "Party" or together as the "Parties."
By using Zitalk and the Services, you expressly acknowledge that you have read, accept, and agree to be bound by these Terms of Service, as well as any applicable laws hereunder. You should not use Zitalk and the Services if you do not agree to these Terms of Service.
Company may modify these Terms of Service at any time in its sole discretion, and any amendments will apply upon thirty (30) days prior written notice. Your continued use of Zitalk and the Services after any amendments shall signify your acceptance of the amendments. You should return to this page from time to time in order to ensure that you are aware of any updated terms. You should return to this page from time to time in order to ensure that you are aware of any changes. We may from time to time introduce policies or codes of conduct regarding the use of Zitalk. Any reference to our Terms of Service incorporates by reference all such policies.
These Terms of Service apply to all visitors to the Zitalk website and platform, as well as all users of the Services.

1.     Our Services

Zitalk is a social networking platform which facilitates online communication between adults who share an interest in a particular subject. Currently, the social networking platform is focused on building a social networking platform for adults sharing the same interest in practicing or learning a specific language. However, Zitalk may expand to facilitate social networking in areas other than languages in the future.
Zitalk also makes available a subscription which enables subscribers to access and use the language educational services of Zitalk, as well as to charge and collect fees for their services within the Zitalk platform. The educational services consist of live online practice sessions with speakers of the language of interest to the user. This live sessions might take place whether in Zitalk’s proprietary platform or in a third party videoconference platform determined by the Company.
Only adults, who are at least eighteen (18) years of age, are eligible to use our Services. By using our Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service and can abide by all of the terms and conditions set forth therein. In addition, to use the Services, you must be fully competent to enter into and to comply with the terms, conditions, obligations, representations, and warranties set forth herein.

2.     Registration

To access the social networking platform, you will need to register and create an account. When you register, you will be asked to provide the following information: your name, email, username, and password. You will also be asked to upload a profile image, which can be a photo, a logo, or another image. In addition, you also may be asked to upload a driver’s license or other personal identification, and to connect your Facebook or Linked In account information to your Zitalk account for further identification purposes.
To access the educational services and live language practice sessions, you will also need to either use your preexisting account or create a new account in the third-party platform defined by the company for such purpose (Zitalk, Zoom, Skype, Google Meet, etc.).
The password to access Zitalk’s platform and the password you use to access the third-party communications platform are and must be different. You should not disclose your passwords to any third party. You are solely responsible for keeping your passwords confidential and for the activity that occurs on your account or accounts. We will never ask you to send your passwords or other sensitive information to us in an email or to enter it via any website other than one with the URL of zitalk.com, or that of the third-party platform you will use to access the live practice sessions. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You are solely liable for any loss or damage arising from your failure to comply with this Section 2.
All information provided by you in your registration must be truthful and complete. We may suspend your account immediately without notice if we have any reason to believe that you have misrepresented your identity.

3.     Basic Services

As of July 10th, 2021. Zitalk’s basic paid services are connecting you to a native speaker or tutor of the language you have selected to practice. This connection will be online and it will be a live session of one hour in a group of learners of which you will become a member. The number of hours a month and the days of the week where they will take place, are indicated in the plan you selected when you enrolled in our practice sessions.
This services are focused in providing you with the necessary practice to learn vocabulary and language structure, with a speaker of the language you chose when enrolling. The tutor or language coach that will lead your class might change in extraordinary cases, such as illness or the coaches personal decision to stop doing the sessions. In this case, the company will substitute the speaker or tutor to keep providing your services. In the case of unexpected absenteeism of the tutor, the company will recover for the 1 hour lesson either with a new tutor or with a refund of that single hour.
The practice sessions are not formal language grammar classes, but practice sessions that aim to improve your fluency, vocabulary and self-confidence when speaking a foreign language, therefore, the company is not obliged to fulfill a given table of contents or issue any kind of certification. In the same manner, the company does not guarantee mastery of the language of your interest, because that depends on several different factors such as time invested in learning, learning styles, personal motivation and issues, previous knowledge of the language, etc. Our aim is to provide you with a learning tool that can help you practice and facilitate your learning through live practice.
The tutors, coaches or speakers of the selected language that are advertised in the website, are subject to availability. In case any given tutor is not available or his sessions are full, you will be offered an alternative tutor, coach or speaker of the language, to which you may or may not agree. This will be done previous to your subscription and if you decide to subscribe to any of our plans, you have agreed to the offered tutor.

4.     Plans and Subscription

When you subscribe to any of our paid plans or packages of hours, you will be able to select a preestablished schedule in which you will be able to attend your live practice language sessions. This schedule will be agreed upon during the sales process when one of our customer care representatives offers the available time slots to you, depending on the plan of your choice.
Zitalk offers mainly 3 plans:
Plan 1 Group Sessions or Best Value Plan: Group sessions that are live online meetings lead by a tutor or coach of the language you select. Each session is one hour long and there are two sessions a week. Each group can be conformed of up to six people plus the coach or tutor.
Plan 2 Group Sessions or Standard Plan: Group sessions that are live online meetings lead by a tutor or coach of the language you select. Each session is one hour long and there are three sessions a week. Each group can be conformed of up to six people plus the coach or tutor.
Plan 3 or Individual Lessons: These are live online meetings in which the subscriber has a private one-on-one language practice and learning session of one hour with a tutor or coach of the selected language. The subscriber has two of these sessions a week and the schedule is agreed upon during the sales process in which a customer care representative shows the available time slots.
If you subscribe to any of these, you become a user of our Services, Company will grant to you a subscription for the term or any renewal term to access, run, display, and use our “plans” or Services. As a subscriber, you will be able to join video conferences on the predetermined platform as indicated in part 2 of this contract for as long as your subscription remains active. The “term” of any subscription commences on the day of your subscription in any calendar month and expires the same day the next calendar month. Your subscription will subsequently and automatically renew on each monthly anniversary thereafter. All terms will automatically renew for successive additional renewal terms until terminated upon at least thirty (30) days prior written notice. You will also have the alternative to terminate by suspending payments from your chosen payment gateway, in which case you will lose access to any live sessions after your subscription has been canceled.
After a monthly subscription has been paid, the user will have one calendar month to use the corresponding plan hours. If the user does not use the number of hours indicated in the plan he subscribed to, those sessions will be due and the user will not be able to either make them up or get a refund, because the sessions have been taught and it is the user’s responsibility to attend and take advantage of the sessions.

5.     User and Subscriber Obligations

Users and subscribers will be responsible for the following:

  1. Adhering at all times to the Zitalk Code of Conduct;
  2. Complying with these Terms of Service;
  3. Maintaining records of all bank records and receipts of transactions arising from this Platform.
  4. Exercising common sense and reasonable caution in dealing with any third party with whom you are connected through Zitalk.
  5. Non solicitation of any services from tutors, coaches or speakers outside the company or for any individual purposes.

We may suspend your account immediately without notice if you fail to comply with any of the obligations listed above, without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed fraud or any other illegal activity, we may report you to the appropriate law enforcement authorities.

6.     Intellectual Property

  1. Ownership. You acknowledge and agree that no title to the intellectual property in the Zitalk Platform (the “Platform”) is transferred to you under these Terms of Service. You further acknowledge that all right, interest, title and full ownership rights to the proprietary Platform and all intellectual property rights therein will remain the exclusive property of Company and its licensors.
  2. Restrictions. You may not share, distribute, resell, rent, lease, sublicense, transfer, create derivative works of the Platform, or otherwise permit any unauthorized third party to access, use, or display the Platform. The Services and the Platform contain Company’s trade secrets, and in order to protect those trade secrets, you agree not to take any action to reverse engineer, compile, translate, disassemble, copy, or create derivative works of the, Services or Platform in whole or in part, nor to permit any third party to do so. Any use of the Services or Platform by that exceeds the scope of the subscription shall constitute a material breach of the subscription.
  3. Ownership of Logos and Trademarks. You acknowledge and agree that Company owns all right, title, and interest in the logos and trademarks used by Company in conjunction with the marketing and advertising of the Platform and the Services, and that no right to use any such logos and trademarks is granted herein.
  4. Ownership of Content. You acknowledge and agree that Company owns all right, title, and interest in any text, images, other content that Company incorporates into the Platform, and any improvements or derivative works made thereto of such Company content. You will retain all ownership of all right, title, and interest in any text, images, or other content that you upload or share to the Platform. You grant to us (i) a non-exclusive license to display all such content the Platform and (ii) a perpetual, non-exclusive license to store all uploaded content on the back-end of the Platform and to create archived back-up copies.
  5. Ownership of Data Company will retain all right, title, and interest in any data (i) imported into the Platform or (ii) generated from the Services.

7.     Fees and Payment

  1. Subscription Fees. For the term and any renewal terms, premium users will pay a subscription fee in the following amounts depending on the plan:

Plan 1 Group Session or Best Value Plan (8 hours a month):

One hundred and thirty dollars ($130.00) per calendar month.

Plan 2 Group Sessions or Standard Plan (12 hours a month):

One hundred and ninety five dollars ($195.00) per calendar month.

Plan 3 or Individual Lessons (8 hours a month of private practice sessions):

Three hundred ninety dollars ($390.00) per calendar month.

The company will also offer seasonal discounts. If the user subscribes with a season discount the original amount paid will be the same for a whole year or the period until the user cancels the subscription if this happens before one year calendar after the subscription date. After one year, the user will be notified if there are any changes to the price and he will decide whether he wants to continue or cancel the subscription.

All payments will be non-refundable. Payment for all subscription fees will be due and payable in advance of the commencement of the applicable term or renewal term. Failure to pay any fee when due and payable shall constitute a material breach of the subscription. All subscription fee payments shall be made in US Dollars and may be made via credit or debit card online. Subscriber shall be solely responsible for any taxes imposed on the subscription. Company shall have the right to suspend any subscriber upon the failure to pay any subscription fee due and payable.

  1. Fee Increases. Any fee increases will be made upon at least thirty (30) days prior written notice to users and/or subscribers, as applicable.

8.     Warranty; Disclaimer.

(a)    User and Subscriber Warranty. You expressly warrant that you own all right, title, and interest in all content that you upload or share to the Platform, or in the alternative, that you have procured a valid license from the copyright owner of the content, which authorizes you to grant sublicenses to display, store, and back-up your content on the Platform as set forth herein. If any photos contain images of any person, you warrant that you have obtained a release from such person expressly authorizing you to use their likeness on your member profile as set forth herein. You are solely responsible for ensuring that all content that you upload is appropriate; legal and not in violation of any federal, state, or local law or ordinance; is not obscene or pornographic; does not defame any third party; is not threatening or harassing; does not invade anyone’s privacy; is not infringing; and is not otherwise objectionable

(b)    Disclaimer. THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. USE AND RELIANCE ON THE PLATFORM AND THE SERVICES ARE AT USER AND SUBSCRIBER’S OWN RISK, INCLUDING BUT NOT LIMITED TO THE RISK OF “FRIENDING” OR COMMUNICATING WITH ANY OTHER USER OR SUBSCRIBER ON THE PLATFORM. COMPANY DOES NOT SCREEN USERS OR SUBSCRIBERS AND EXPRESSLY DISCLAIMS ANY WARRANTY ABOUT THE CREDENTIALS OF ANY INSTRUCTOR, THE PUNCTUALITY OR RELIABILITY OF ANY INSTRUCTOR, THE CONDUCT OF ANY USER OR SUBSCRIBER, OR THE EMPLOYMENT OR CRIMINAL BACKGROUNDS OF ANY USER OR SUBSCRIBER. COMPANY DOES NOT MONITOR COMMUNICATIONS ENTERED INTO ON THE PLATFORM BUT RESERVES THE RIGHT TO MAINTAIN A LOG OF ALL COMMUNICATIONS MADE ON THE PLATFORM. FOR THE AVOIDANCE OF DOUBT, COMPANY DOES NOT ENDORSE ANY INSTRUCTOR OR THIRD-PARTY BUSINESS PROVIDING SERVICES OR ADVERTISING ON THE PLATFORM.
THE USE OF THE THIRD-PARTY VIDEO CONFERENCING PLATFORM WILL DEPEND ENTIRELY OF THE THIRD-PARTY AND THE COMPANY HAS NO FORM OF GRANTING ITS AVAILABILITY, HOWEVER, IN THE CASE OF AN UNEXPECTED FAILURE OF THE SERVICE OR IF THE THIRD-PARTY PLATFORM IS DOWN, THE TUTOR OR COACH WILL OFFER AN ALTERNATE TEMPORARY ALTERNATIVE TO PROVIDE THE PRACTICE SESSION WITH ANOTHER PROVEN THIRD PARTY COMPANY SUCH AS ZOOM, GOOGLE MEET, SKYPE, ETC.
ANY ISSUES REGARDING TECHNICAL PROBLEMS, SECURITY ISSUES, DATA BREACHES, AND ANY OTHER PROBLEMS RELATED TO THE USE OF THE THIRD PARTY VIDEO CONFERENCING SYSTEM, WILL DEPEND UPON AND BE THE SOLE RESPONSIBILITY OF THE THIRD PARTY COMPANY SUPPLING THOSE SERVICES.
COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, OR REPRESENTATIONS WITH RESPECT TO THE PROPRIETARY PLATFORM AND THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS CAN OR WILL BE CORRECTED OR THAT THE PROPRIETARY PLATFORM OR SERVICES WILL OPERATE BUG-FREE, ERROR-FREE, CONTINUOUSLY, OR UNINTERRUPTED.

9.     Liability

  1. Consequential Damages. NEITHER COMPANY, USER, NOR SUBSCRIBER SHALL, IN ANY EVENT, BE LIABLE TO EACH OTHER FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF DATA OR PROFITS, LOSS OF BUSINESS OPPORTUNITIES, COSTS OF PROCUREMENT OR REPLACEMENT GOODS AND SERVICES, COVER, OR RELIANCE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE DELIVERY, USE, PERFORMANCE, OR INTERRUPTION OF THE PLATFORM OR THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, THIRD PARTY CLAIMS, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF SERVICE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CONSEQUENTIAL DAMAGES; THIS SECTION APPLIES ONLY TO THE EXTENT AVAILABLE BY APPLICABLE LAW.
  2. Limitation of Liability. Except for indemnification by users and subscribers, each party’s cumulative liability to the other party from all claims and under all theories of liability shall be limited to the total amount of all subscription fees paid by subscriber to the Company within the twelve (12) month period immediately preceding the events from which arose the claim. This limitation shall apply notwithstanding the failure of the essential purpose of any remedy thereunder.
  3. Indemnification. Users and subscribers shall indemnify, defend, and hold Company and its affiliates and their vendors, officers, employees, independent contractors, representatives, and agents harmless for any loss, liability, damage, or expense (including reasonable attorneys’ fees) arising from (i) any acts or omissions by such party; (ii) any misappropriation of trade secrets by such party; (iii) any appropriation of the likeness of any third party or (iv) any infringement of third party intellectual property or intellectual property in the Platform, the logos or trademarks, or the content.

10.     Miscellaneous

  1. Entire Understanding. These Terms of Service contain the entire understanding of the Parties with respect to the subject matter contained herein and shall supersede all prior agreements and understandings, whether written or oral.
  2. Governing Law. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles.
  3. Dispute Resolution. All disputes or controversies arising out of or in connection with these Terms of Service, their interpretation, performance, or termination, shall be submitted to binding arbitration in Miami, Florida under the Consumer Rules of the American Arbitration Association. The proceeding shall be conducted in the English language by a single arbitrator and the costs of the arbitration, including administrative and arbitrators’ fees, shall be shared equally by the Parties. Each Party shall bear its own costs and attorneys’ and witnesses’ fees. The arbitration award shall be final and each Party shall comply in good faith and submit itself to the jurisdiction of the appropriate courts for the sole purpose of the entry of such arbitrator’s award to render effective such arbitration decision. Notwithstanding the foregoing, judgment on the award by the arbitrator may be entered in any court having jurisdiction. If judicial enforcement or review of the arbitrator’s decision is sought, the prevailing Party shall be entitled to costs and reasonable attorneys’ fees.
  4. Severance. If any provision of these Terms of Service is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The Parties agree to negotiate and amend in good faith such provision in a manner consistent with the intentions of the Parties as expressed in the Terms of Service if any invalid or unenforceable provision affects the consideration of either Party.
  5. Modifications. These Terms of Service may be modified at any time and will become effective immediately for users and effective upon the next renewal term for subscribers.
  6. Assignment. These Terms of Service shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Neither Party may assign any subscription or renewal subscription to a third party without the prior written consent of the other Party, except that each Party may transfer the terms and conditions of a subscription or renewal subscription to a successor in the event of a merger or an acquisition of all or substantially all of such Party’s assets; provided, however, that such transfer may only occur if the assignee in each case agrees to be bound by each of the terms and conditions set forth in the Terms of Service.
  7. Notices. All notices provided in connection with the Terms of Service will be in writing, and will be delivered (i) in the case of user or subscriber, by email to the designated address on file, or (ii) in the case of Company, by certified or registered mail, postage prepaid and return receipt requested to Company’s principal address as designated on Zitalk.
  8. Waiver. No waiver by either Party of any breach of these Terms of Service, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission on the part of either Party to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege.
  9. Conflict. In the event of any conflict between the terms and conditions of these Terms of Service and the terms of any web page incorporated into these Terms of Service, the terms of these Terms of Service shall be controlling.
  10. Non-Solicitation. The user must not solicit tutor services or other users’ contact information during his/her use of the platform or virtual conference classroom. No user may distribute any material in (a) the proprietary platform at any time or (b) in the third-party video conferencing during his/her attendance to the classroom.
    The users may not request any personal data either from the coach or other users and it is prohibited to request any of the tutors’ services without the company’s educational services.
  11. Notification. In the event that you have any questions about these Terms of Service, or you need further assistance with respect to the access or use of the Platform or the Services, please notify us as listed below:
    MAGISTERIAL EDUCATION AMERICA
    4300 Biscayne Blvd, Suite 204
    Miami, FL 33137-3211
    info@zitalk.com
  12. Effective Date. These Terms of Service were last modified on the 13 of July, 2020.