Effective Date: August 27 2023

These Terms of Use (“Terms”) govern the User’s use of the verbaroo.com website (“Website”) and our services (“Services”), owned by Verbaroo (“we”, “our”, or “us”). By accessing or using the Website and Services, the User agrees to be bound by these Terms. If the User does not accept these Terms, the User should refrain from using the Website and Services.

1. Definitions

1.1 “User” refers to any individual or entity that accesses or uses the Website and Services.

1.2 “Employer” refers to businesses or organizations that enroll their employees for our Services.

1.3 “Employee” refers to individuals enrolled in Verbaroo courses by their Employer.

1.4 “Consumer” refers to individuals accessing the Services for personal use, not affiliated with an Employer in the context of the Services.

1.5 “Instructor” For the purposes of this Agreement, the term “Instructor” refers to any individual engaged by Verbaroo to provide English language training services to users, whether they are employees, contractors, or affiliates of Verbaroo. An Instructor is responsible for delivering lessons, assessing user progress, and providing feedback in accordance with Verbaroo’s guidelines and standards. The term “Instructor” is synonymous with “tutor” as used in other contexts but is aligned with the terminology presented on Verbaroo’s landing page.

1.6 “Website” refers to verbaroo.com, a website owned and operated by Verbaroo. The Website provides a platform for language learners to access the Services, including online language courses, communications with instructors, and administrative staff.

1.7 “Services” The term “Services” encompasses the provision of online language courses, communications with instructors, and administrative staff. These Services are intended for language learners to connect with instructors, facilitate the learning process, and interact with administrative staff.

2. Use of the Website and Services

2.1 Eligibility: The User must be at least 18 years old or have reached the age of majority in their jurisdiction to use the Website and Services. By using the Website and Services, the User declares and warrants that they meet this eligibility requirement.

2.2 Protection of Business and Employer Information: Users, whether acting as employees or individual consumers, must not disclose any confidential, proprietary, or sensitive information related to their own business or employer during tutoring sessions or in any communication with Verbaroo tutors and staff. It is the express responsibility of the Employer to ensure that their employees adhere to this provision. In the event that an employee, consumer or any User discloses such information, whether intentionally or unintentionally, the Employer and/or User agrees to indemnify and hold harmless Verbaroo, its officers, directors, employees, and agents from and against any claims, actions, demands, liabilities, judgments, and settlements, including without limitation, reasonable legal and accounting fees resulting from, or alleged to result from, such disclosure.

2.3 Reference to Privacy Policy: For further details on the protection of business and employer information, Users are directed to refer to Section 4 “Employee and Employer Information Confidentiality” in our Privacy Policy.

2.4 Business and Personal Improvement Use: The Website and Services are primarily intended for business-related language improvement. By accessing and using the Website and Services, Users (both employees and consumers) confirm that they are using them for the purpose of enhancing communication skills for their employment settings. However, Users may also utilize the Services for personal language proficiency improvement, including grammar, vocabulary, and other aspects of the English language, without any business context.

2.5 Live Courses, Course Material, and Communication: During live courses and in any communication with instructors and administrative staff, the User may have access to course material and confidential information. The User acknowledges and agrees that the course material, content, and confidential information provided to them are protected by intellectual property laws and constitute exclusive, proprietary, and confidential information of Verbaroo. Therefore, the User expressly agrees and commits not to:

a) Distribute, transmit, or make available the course material, content, or confidential information to third parties.

b) Reproduce, copy, modify, adapt, create derivative works, or exploit in any way the course material, content, or confidential information, in whole or in part.

c) Use the course material, content, or confidential information for commercial purposes or in connection with the development, promotion, or operation of another business or service.

d) Remove, alter, or obscure any property notice or confidentiality designation on the course material, content, or confidential information.

The User further acknowledges that any unauthorized use or disclosure of the course material, content, or confidential information may result in legal consequences, including but not limited to, liability for damages and an injunction.

3. Cookies and Tracking Technologies

By using our website, the User agrees to the use of cookies and similar tracking technologies by Verbaroo and our Service Providers, in line with applicable laws and regulations.

These technologies serve crucial functions on our website. They facilitate features such as lesson scheduling through platforms like Calendly and credit card payment processing via SureCart and Stripe.

Beyond these functionalities, these technologies aid in enhancing the user experience. They allow us to monitor website performance and carry out analytical tasks.

Verbaroo and our Service Providers are committed to upholding legal standards and best practices when employing cookies and similar tracking technologies.

The User retains the choice to manage and control cookies. Typically, this can be achieved by navigating to the privacy settings of the User’s internet browser and opting to disable cookies. However, it’s important to note that turning off cookies might alter the User’s experience. Certain sections of our website might become inaccessible.

If the User chooses to continue using our website without disabling cookies, it is taken as consent to our use of cookies, consistent with our Privacy Policy.

4. User Obligations

4.1 Compliance: When using the Website and Services, the User commits to:

a) Provide accurate and complete information during course booking, registration, or purchase.

b) Comply with all applicable laws and regulations.

c) Use the Website and Services only for lawful purposes and in accordance with these Terms.

d) Respect Verbaroo’s intellectual property rights and not use any course material, content, or information obtained through the Services outside the scope of the User’s personal learning without Verbaroo’s express permission.

e) Not engage in activities that may disrupt or interfere with the proper functioning of the Website and Services, including, without limitation, introducing viruses, malware, or any other harmful code.

5. Prohibited Behavior

5.1 Nudity and Obscene or Sexual Acts: The User agrees that during courses and any communication with instructors or staff, they will not engage in, display, or perform any form of nudity, obscene behavior, or sexual acts. This includes, without limitation, any explicit, obscene, or sexually suggestive content, gesture, or conversation.

5.2 Compliance with Applicable Laws: The User also commits to complying with all applicable laws, regulations, and codes of conduct regarding acceptable behavior, decency, and online communication. Any violation of these provisions may result in the immediate termination of the User’s access to the Website and Services.

5.3 Our discretion: Verbaroo reserves the right to monitor and moderate courses and communications to ensure compliance with this provision. We may take appropriate measures, including, but not limited to, warnings, account suspension, or termination, if we believe, at our sole discretion, that the User has breached this clause.

5.4 Disclaimer: Verbaroo will not be liable for any damage, loss, or liability arising from any violation of this provision or any inappropriate behavior during courses or communications with instructors or staff.

By accepting these Terms, the User acknowledges and agrees to abide by the aforementioned prohibition of nudity, obscene behavior, and sexual acts during courses and communications with instructors and staff.

6. Non-Disparagement and Respectful Conduct

6.1 Duration of Obligation: The obligations set forth in this clause apply both during the time a user is enrolled in classes with Verbaroo and continue indefinitely after the completion or termination of such classes.

6.2 Respectful Interaction: Users agree to interact respectfully with Verbaroo, its employees, tutors, and other users. Users shall refrain from making false, misleading, or malicious statements about Verbaroo or any of its stakeholders.

6.3 Prohibited Conduct: Users are expressly prohibited from engaging in slander, defamation, or any form of targeted harassment against Verbaroo, its employees, instructors, or other users. This includes spreading false information, making unfounded accusations, or engaging in any behavior intended to harm the reputation or well-being of Verbaroo or its stakeholders.

6.4 Remedies: Violation of this clause may result in immediate termination of the user’s access to Verbaroo’s services, and Verbaroo reserves the right to take any legal action deemed necessary to protect its reputation and interests.

6.5 Reporting: Users are encouraged to report any violations of this clause to Verbaroo’s customer support or designated reporting channels.

7. Recording of Sessions for Quality Assurance

7.1 Session Recordings: All tutoring sessions conducted via Zoom or any other online communication platform utilized by Verbaroo are recorded by Verbaroo for quality assurance and training purposes. These recordings are solely for the internal use of Verbaroo and will not be shared with third parties unless required by law or with the explicit consent of the User.

7.2 Purpose: The primary purpose of these recordings is to ensure the highest standards of service, to provide feedback to instructors, and to address any disputes or concerns that may arise from the sessions.

7.3 Data Protection: Verbaroo adheres to strict data protection standards and ensures that all recordings are stored securely. Access to these recordings is restricted to authorized Verbaroo personnel only.

7.4 User Content: By participating in a tutoring session with Verbaroo, the User, their employee, or any other participant consents to the recording of the session. If the User or their employee does not wish to be recorded, they must notify Verbaroo prior to the commencement of the session, and alternative arrangements may be made, subject to Verbaroo’s discretion.

7.5 Retention: Verbaroo retains the right to store these recordings for a duration deemed necessary for its operational needs, after which they will be securely deleted, unless otherwise required by applicable laws or regulations.

8. Direct Email Communication for Assignments and Feedback

8.1 Scope of Email Communication: As part of the Services provided by Verbaroo, certain assignments, feedback, and communications may necessitate direct email interactions between the instructor and the User or the User’s employee. This direct email communication is intended solely for the purpose of facilitating the learning process and ensuring timely delivery of assignments and feedback.

8.2 Professional Conduct: All email communications between the instructor and the User or the User’s employee must remain professional, respectful, and strictly related to the Services provided by Verbaroo. Any deviation from this standard may result in termination of the Services.

8.3 Data Protection and Privacy: Verbaroo is committed to protecting the privacy and data of its Users. All email communications will be treated with confidentiality, and Verbaroo will not share, distribute, or use the content of these emails for any purpose other than providing the Services. Users are advised not to share any sensitive or personal information in these emails beyond what is necessary for the assignments or feedback.

8.4 User Content: By using the Services, the User, and their employee, consent to this mode of communication and acknowledge the terms set out in this clause. If the User or their employee prefers an alternative method of communication, they must notify Verbaroo in advance, and suitable arrangements may be made, subject to Verbaroo’s discretion.

9. User Accounts

9.1 Account Creation: Users must provide accurate information when creating an account. Providing false information may lead to account suspension.

9.2 Account Security: Users are responsible for maintaining the confidentiality of their account credentials and for creating strong passwords. Any unauthorized use should be reported immediately.

9.3 Account Termination: We reserve the right to terminate or suspend accounts for reasons such as terms violation or suspicious activities. Users will be notified of any such actions.

10. Intellectual Property

10.1 Ownership: The Website, Services, course material, and all content provided through the Website are the property of Verbaroo or its licensors and are protected by copyright. The User acknowledges and agrees that Verbaroo retains all rights, titles, and interests related to the Website, Services, and course material, including all intellectual property rights.

10.2 Right of Use: Verbaroo grants the User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access the Website and use the Services for personal and non-commercial purposes, subject to these Terms.

10.3 Restrictions : Unless expressly permitted by these Terms, the User must not:

a) Reproduce, distribute, broadcast, sell, rent, license, modify, or create derivative works from the Website, Services, or course material.

b) Use the Website, Services, or course material for commercial purposes or in connection with the development, promotion, or operation of another business or service. However, the User may apply the benefits of language improvement obtained through our Services in the development, promotion, or operation of another business or service, provided it does not compete with Verbaroo.

c) Remove, modify, or obscure any property notice or copyright information on the Website, Services, or course material.

11. Data Protection and Privacy

11.1 Handling and Storage: We comply with all applicable data protection laws in Canada and the U.S. User data is stored securely, and we have measures to prevent unauthorized access.

11.2 Protection: Advanced encryption and security protocols are in place.

11.3 Privacy Policy: Our Privacy Policy provides detailed information on data handling.

12. Termination of Use of the Website and Services

12.1 Termination by the User: The User can terminate their use of the Website and Services at any time by ceasing to use the Website and Services.

12.2 Termination by Verbaroo: Verbaroo can terminate the User’s access to the Website and Services, in whole or in part, at any time and for any reason without notice.

13. Subscription Cancellation, Renewals and Refunds

13.1 Cancellations: If the User wishes to cancel their subscription, they can cancel from the Plans tab upon signing into their account or contact our customer service at info@verbaroo.com.

13.2 Renewals: Renewals are NOT applied to Users who purchase a three-month course in one payment. When Users purchase classes on a monthly basis, these subscriptions renew automatically at the end of each billing cycle until the three-month course is completed. Users will receive a notification before any renewal charges are applied.

13.2 i Refunds : If the User cancels their subscription during a billing cycle, they will receive a refund for the remaining courses they have not taken. This policy applies to all months during which the User takes courses with Verbaroo. The User may contact us at info@verbaroo.com to receive this refund. Refunds are typically processed within 3-5 business days.

13.2 ii Refunds : The User will receive a full refund for the three-month course should they decide this is necessary. The User may contact us at info@verbaroo.com to receive this refund. Refunds are typically processed within 3-5 business days.

14. Payments and Pricing

14.1 Accepted Payment Methods: We accept payments by credit card using Stripe, and in some cases through bank transfers. When a User processes a transaction by credit card on our Website, the transaction is processed by SureCart and Stripe. These transactions are fully PCI compliant and are secure and encrypted for the security of our Users.

14.2 Taxes: All prices listed on our platform are exclusive of any applicable taxes. Users are responsible for any local, provincial, state, or federal taxes that may apply to their purchase. We will collect and remit taxes as required by law.

14.3 Payment Frequency: Payments for our services are typically processed on a monthly basis unless a User has purchased a three-month course in one payment.

14.4 Discounts and Promotions: We may offer discounts or promotions. These offers are subject to terms and conditions, which will be specified on the same Website page that includes the offer.

15. Limitation of Liability

15.1 Disclaimer: THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. VERBAROO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, SERVICES, OR COURSE MATERIAL, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT AVAILABLE ON THE WEBSITE OR SERVICES. THE USER’S USE OF THE WEBSITE AND SERVICES IS AT THEIR OWN RISK.

15.2 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERBAROO WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR BUSINESS, ARISING FROM THE USER’S USE OF THE WEBSITE OR SERVICES, REGARDLESS OF THE LIABILITY THEORY (CONTRACT, TORT, OR OTHERWISE), EVEN IF VERBAROO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Indemnification

16.1 Indemnity: The User agrees to indemnify, defend, and hold harmless Verbaroo, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney’s fees) arising from:

a) The User’s use of the Website and Services;

b) The User’s violation of these Terms of Use;

c) The User’s violation of any third-party right, including any copyright, trademark, trade secret, or privacy right related to the User’s use of the Website and Services.

17. Force Majeure

17.1 Definition: For the purposes of this Agreement, regardless of the geographical location of the User, “Force Majeure” means an event or series of events that is outside the reasonable control of the affected party (including but not limited to acts of God, war, flood, fire, labor disputes, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions, pandemics, epidemics, quarantines, and any other similar events).

17.2 Non-Liability: Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from Force Majeure, provided that the affected party:

a) Promptly notifies the other party in writing of the Force Majeure event causing such failure or delay, together with reasonable detail about the anticipated duration and its potential impact on its performance.

b) Could not have avoided or overcome such Force Majeure by exercising reasonable diligence and foresight.

c) Takes all reasonable steps to mitigate the effects of the Force Majeure event and to resume performance of its obligations as soon as reasonably possible.

17.2 Exclusion of Malicious Acts:

17.2 i Definition: For the purposes of this Agreement, “Malicious Acts” refer to acts, whether intentional or resulting from negligence, designed to harm, disrupt, or otherwise adversely affect the services provided by Verbaroo. This includes, but is not limited to, DDoS attacks, phishing attempts, malware distribution, sabotage, and acts of vandalism. This definition encompasses acts committed by both external and internal actors, including employees, contractors, and affiliates of either party.

17.2 ii Proof and Investigation: In the event of a suspected Malicious Act, the party claiming relief under this clause must promptly initiate an independent investigation, the cost of which will be borne by the party found responsible for the act. The findings must be shared with the other party and, if requested, with relevant authorities.

17.2 iii Mitigation and Cooperation: Both parties agree to cooperate fully in any investigation related to a suspected Malicious Act and to take reasonable steps to mitigate its effects. This includes sharing information, providing access to affected systems, and implementing recommended security measures.

17.2 iv Limitation of Liability: Neither party shall be held liable for disruptions caused by Malicious Acts committed by third parties, provided they have taken industry-standard precautions to prevent such acts and complied with this clause. However, a party may be held liable if the Malicious Act was due to its negligence, oversight, or failure to implement adequate security measures.

17.2 v Notification: The party affected by a suspected Malicious Act must promptly notify the other party in writing, detailing the nature of the disruption, remedial actions, and potential impacts on this Agreement’s obligations.

17.2 vi Termination Rights: If a disruption from a Malicious Act persists for over 60 days, and the affected party has adhered to this clause, either party may terminate this Agreement with written notice, without liability other than unpaid amounts due as of the termination date.

17.2 vii Remedies: In addition to termination rights, the affected party reserves the right to seek financial compensation or injunctive relief for breaches of this clause.

17.3 Obligation to Mitigate: The party affected by the Force Majeure event shall use all reasonable efforts to mitigate any adverse effects of the Force Majeure event on the performance of its obligations under this Agreement.

17.4 Reputational Considerations: Both parties acknowledge the importance of maintaining their respective reputations and goodwill. In the event of a Force Majeure, both parties commit to communicating transparently and collaboratively to manage any potential reputational risks.

17.5 Financial Implications: While this clause provides relief from liability in certain situations, it does not absolve either party from their financial obligations under this Agreement. Any payments for services rendered prior to the Force Majeure event shall remain due and payable.

17.6 Relationship Management: Both parties commit to acting in good faith during any Force Majeure event, striving to maintain and preserve the business relationship and to work collaboratively towards a resolution.

17.7 Legal Challenges: In the event of a dispute regarding the interpretation or application of this Force Majeure clause, both parties agree to seek mediation or arbitration prior to pursuing litigation.

18. Dispute Resolution

13.1 Resolution Process Disputes will first be addressed through mediation. If unresolved, they may be escalated to arbitration or legal action as per the laws of the jurisdiction.

18. Applicable Law and Jurisdiction

18.1 Applicable Law: These Terms of Use will be governed by and interpreted in accordance with the laws of Canada, without regard to its conflict of laws principles.

18.2 Jurisdiction: Any dispute arising out of or related to these Terms of Use will be subject to the exclusive jurisdiction of the courts located in Canada.

19. Changes to the Terms of Use

19.1 Updates: Verbaroo reserves the right to update, modify, or replace these Terms of Use at any time. If we make any material changes, we will notify the User by posting the updated Terms of Use on the Website. The User’s continued use of the Website and Services after the changes constitutes their acceptance of the updated Terms of Use.

20. Contact Information

20.1 Contact Us: If the User has any questions or concerns about these Terms of Use, they can contact us at info@verbaroo.com.

Please read these Terms carefully and ensure you understand them. By using the Website or accessing the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms.