Last Modified: June 28, 2016
西禾加（北京）教育科技有限公司 (also referred to in English as Seer English (Beijing) Educational Technology Ltd.) is a legal entity formed pursuant to the laws of China. In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:
These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of 西禾加（北京）教育科技有限公司's, ("we", "us" or "our") website ("Website") and our online software and support services (the "Service") hosted at http://t.seerenglish.com and other domains and sub-domains.
IN THESE TERMS, THERE ARE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. YOU MUST REVIEW THESE TERMS, ALONG WITH ANY POLICIES INCORPORATED BY REFERENCE HEREIN, BEFORE USING THE WEBSITE AND SERVICE AND WORKING WITH STUDENTS.
BY USING OUR WEBSITE AND SERVICE, YOU, THE USER OR TUTOR ("YOU" OR "YOUR"), REPRESENT AND WARRANT THAT:
IF YOU ARE NOT AT LEAST 18 YEARS OLD OR DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE THE WEBSITE OR SERVICE.
IF YOU ARE USING THE WEBSITE AND/OR SERVICE ON BEHALF OF, OR IN THE EMPLOY OF, AN ORGANIZATION (CORPORATION, TRUST, PARTNERSHIP, ETC.), YOU ARE AGREEING TO THESE TERMS FOR THAT ORGANIZATION AND REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN SUCH A CASE, "YOU" AND "YOUR" WILL ALSO REFER TO THAT ORGANIZATION AND YOURSELF INDIVIDUALLY. FOR GREATER CLARITY, BOTH YOU AS AN INDIVIDUAL AND YOUR ORGANIZATION ARE LEGALLY BOUND BY THESE TERMS WHICH FORM AN AGREEMENT BETWEEN YOU AND 西禾加（北京）教育科技有限公司.
AS OUR WEBSITE AND SERVICE CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS AND OUR POLICIES BY UPDATING THIS PAGE OR THE PAGE HOSTING THE RELEVANT POLICY. THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE OR USE OUR SERVICE, YOU ARE RESPONSIBLE FOR PERIODICALLY REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AND SERVICE AFTER SUCH AMENDMENTS HAVE BEEN POSTED. IF YOU DO NOT AGREE WITH THE AMENDMENTS, YOU SHALL IMMEDIATELY STOP ACCESSING THE WEBSITE AND SERVICE AND TERMINATE YOUR ACCOUNT, SUBJECT TO THE TERMS PROVIDED FOR HEREIN. WE MAY ALSO UNDERTAKE TO SEND YOU NOTICE OF ANY CHANGES TO THE TERMS OR POLICIES.
About Our Online Service
Our online Service connects English tutors like you with students primarily located in China. Our Service provides a learning management system (“LMS”), integrated with third party software providers, to facilitate live online learning sessions using, among other things, video, voice and collaboration technology.
Establishing an Account
Establishing an Account
If you indicate that you are going to teach certain courses via our Services, you represent and warrant that you are authorized, duly qualified and capable of teaching said courses and that your resume and all other information is true, correct and not misleading.
Upon establishing an account with us and acceptance of your application to be listed as a tutor, we hereby grant you a worldwide, non-transferable, non-exclusive license to access the Service in accordance with these Terms, but reserve the right to revoke said license and your access to our Website and Service without cause or justification. We review the contents of your application and reserve the right to deny your application or terminate your account access at anytime. For greater clarity, although you may have account access, your use of the Service and ability to book tutoring sessions is subject to our approval of your account application.
Using the Service
If your application is approved, the Service will assist in combining your schedule of availability with your desired courses and selected start time. Our Service provides access to our online dashboard where prospective students may select tutors for booking tutoring sessions. We make no representation or warranty as to the availability or ongoing availability of certain tutors, courses, or programs even if they are listed in our directory or dashboard. If you require support in the operation of the Service please contact us at email@example.com.
In addition to our online software as a service, in order to communicate with students and us, you will need to download software provided by third parties, including but not limited to QQ International for Windows (http://dldir1.qq.com/qqfile/QQIntl/QQi_PC/QQIntl2.11.exe) or QQ International for Mac (http://dldir1.qq.com/qqfile/QQforMac/QQ_V4.0.4.dmg), a messaging application and Zoom, a video and web conferencing application. We do not offer these third-party software applications ourselves and you agree that we shall not be liable or responsible for such third-party software applications, even where we provide a link for you to download them. You should conduct your own review and due diligence of such software prior to agreeing to use it. You acknowledge that third party providers may have their own terms and conditions of use, privacy policies and agreements which apply to your downloading and use of such applications.
Account Not Transferable, Updating Your Account & Security
If you establish an account with us, access to your account is not transferrable and is only intended for the individual or entity that established the account. Upon setting up an account you will be required to create a username and password. You are responsible for safeguarding the password you use to access the Website and Service and you agree not to disclose your password to any third party. You agree you are responsible for any activity on your account, whether or not you authorized that activity. You agree to immediately notify us of any unauthorized use of your account.
You understand that the technical processing and transmission of the Website and Service, including your content, may be transferred unencrypted, hacked, monitored (including by governmental authorities) or stolen by third parties and involve transmissions over various networks and devices.
Your Relationship with us
You agree that as a tutor on our Service, you are providing your services as an independent contractor and not as an employee, joint venturer or partner. Our Service merely facilitates a connection and relationship between you and students who elect to take your course or engage you as a tutor. Accordingly:
The fees payable for your tutoring services are as indicated on the Service or provided to you by us. You agree to those fees each time you accept a tutoring engagement on the Service. If any information or terms posted to the Website or Service concerning fees, tax, discounts, refunds or cancellations are posted in error, we reserve the right to amend those terms.
We also reserve the right to:
You agree to pay any and all sales, income and other taxes, whether Canadian or foreign, applicable to this agreement or arising in any way from your account and access to and use of the Website and Service.
ACCEPTANCE OF RISK AND DISCLAIMERS
EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
YOU AGREE THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.
DISCLOSURE PURSUANT TO COURT ORDER, SUBPOENA OR OTHER LEGAL PROCESS
WE RESERVE THE RIGHT TO PROVIDE YOUR CONTENT AND INFORMATION (INCLUDING BUT NOT LIMITED TO YOUR PERSONAL AND BUSINESS INFORMATION) UPLOADED OR COLLECTED BY OUR WEBSITE OR SERVICE TO THIRD PARTIES IF REQUIRED BY LAW (SUCH AS IN RESPONSE TO A SUBPOENA, COURT ORDER OR OTHER LEGAL PROCESS IN ANY JURISDICTION), AND TO COOPERATE WITH LAW ENFORCEMENT AUTHORITIES IN THE INVESTIGATION OF ANY CRIMINAL OR CIVIL MATTER.
IF WE ARE REQUIRED BY LAW TO MAKE ANY DISCLOSURE OF YOUR CONTENT OR PERSONAL OR BUSINESS INFORMATION, WE MAY (BUT ARE NOT OBLIGATED TO) PROVIDE YOU WITH WRITTEN NOTICE (TO THE EXTENT PERMITTED BY LAW) PRIOR TO SUCH DISCLOSURE SO THAT YOU MAY TAKE APPROPRIATE ACTION.
WE ALSO OPERATE THE WEBSITES AND SERVICE IN CONJUNCTION WITH OUR INDEPENDENT CONTRACTORS, AGENTS, AFFILIATES AND PARTNERS. THEY MAY HAVE ACCESS TO YOUR PERSONAL INFORMATION IN PROVIDING SERVICES TO US, OR PROVIDING YOU WITH ACCESS TO THE WEBSITE AND SERVICE. WE MAY USE A VARIETY OF SERVICE PROVIDERS, EMPLOYEES AND SERVERS IN LOCATIONS AROUND THE WORLD, WHICH MAY MAKE YOUR PERSONAL INFORMATION THE SUBJECT OF FOREIGN LAWS AND FOREIGN LEGAL PROCEEDINGS.
TO THE EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THIS SECTION, OR ANY OTHER SECTION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMMISSIONS, INCLUDING THE NEGLIGENT ACTS OR OMISSIONS, OF OUR INDEPENDENT CONTRACTORS, AGENTS, AFFILAITES, PARTNERS OR THIRD PARTY SERVICE PROVIDERS.
LIMITATION OF OUR LIABILITY
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, PARTNERS OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN $250.00 CANADIAN DOLLARS.
YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND SERVICE REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT YOU ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
INDEMNIFICATION AND HOLD HARMLESS
Our Website and Service contain open source and public domain content, licenced content as well as proprietary content owned by us and by third-parties. You are not permitted to copy or distribute any content (including but not limited to text, images, trademarks, videos or audio) on the Website or Service without the express consent of the owner. All other contents of the Website and Service including, but not limited to, the computer code, is the property of 西禾加（北京）教育科技有限公司 and/or our independent providers of content ("ICPs") with all rights reserved.
We may also make course content and course materials (collectively the “materials”) available on the Service for download in pdf and other formats. Some of the materials are owned by us and some of the materials are licensed or granted to us for use on the Service by third-parties. You agree to only use the materials in relation to courses or programs being taught on our Service and in accordance with any applicable licenses, and will not redistribute, sell or otherwise use the materials. We do not represent or warrant the accuracy of any of the contents of the materials and disclaim all risks arising from your download and use of such materials.
Without limiting the generality of the forgoing, you are not permitted to use any trademark or trade name of 西禾加（北京）教育科技有限公司, including our logo without our express permission.
Our Website and Service permits you and other users the ability to upload and post content ("User Content") to the Service. We do not pre-screen User Content uploaded or posted to the Website or Service by you or other users. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Service in order to facilitate the ordinary use of the Service.
In addition to our Acceptable Use Policy, you agree not to use the Service in any manner which may infringe copyright or other intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms.
We may, but have no obligation to, remove content and accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third-party's intellectual property rights, these Terms or any policy incorporated by reference herein.
Property and Feedback
All rights, title and interest in and to the Website, Service and their contents or components are and will remain the exclusive property of 西禾加（北京）教育科技有限公司, our ICP’s and licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.
The Website, Service and their contents are protected by copyright, trademark and other laws of China, Canada, the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents. You may not copy or modify the code used on the Website or Service.
All feedback, comments, and suggestions for improvements (the "Feedback") that you provide to us, in any form, will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein.
At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Website, Service or their contents or in any of our Intellectual Property Rights on account of these Terms or your performance under these Terms.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at firstname.lastname@example.org. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.
Whether or not we are affiliated with sites or third-party vendors that may be linked to our Website or Service, we are not responsible for their content (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk. We and other users provide links and references to material on other websites not owned or operated by us. Links found on our Website or Service are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding sites at your own risk.
Law of the Contract (Governing Law) and Jurisdiction
THESE TERMS, ALL DOCUMENTS INCORPORATED BY REFERENCE AND YOUR RELATIONSHIP WITH US SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF CHINA.
ANY DISPUTE ARISING FROM OR IN CONNECTION WITH THESE TERMS SHALL BE SUBMITTED TO THE CHINA INTERNATIONAL ECONOMIC AND TRADE ARBITRATION COMMISSION (CIETAC) FOR ARBITRATION WHICH SHALL BE CONDUCTED IN ACCORDANCE WITH CIETAC'S ARBITRATION RULES IN EFFECT AT THE TIME OF APPLYING FOR ARBITRATION. THE ARBITRAL AWARD IS FINAL AND BINDING UPON BOTH PARTIES.
If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Where a provision in these terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute.
No Construction Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial By Jury
To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, partners, affiliates, employees, shareholders, successors, assigns and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation by Reference
You may stop using our Website and Service at any time. Please contact us at email@example.com to learn more about cancelling your account and being removed as a tutor listed on our Website and Service. Before cancelling your account or ceasing to use your account, you agree to complete all tutoring engagements you commenced and agreed to on the Service. You acknowledge that your failure to do so may result in damages to us, which you have agreed to indemnify us for.
We reserve the right to suspend your account or access to our Website or Service at any time, with or without cause, and with or without notice.
Your cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.
Assignment of this Agreement
These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website and Service, the transfer of control of 西禾加（北京）教育科技有限公司, or otherwise.
Right to Seek Injunction
Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
In the course of using your account with us or using our Website and Service, you may be required or by your actions may be deemed, to consent to the terms of agreements provided by certain third party service providers, credit card companies and banks. You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations hereunder.
Any new features that augment or enhance the current Website and Service, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms. Continued use of the Website and Service after any such changes shall constitute your consent to such changes.
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by a duly authorized representative of 西禾加（北京）教育科技有限公司.