Terms & Conditions

By using our platform (hereinafter the “Study Program,” defined further below), you signify your agreement to the terms and conditions contained in this Language Course’s Agreement (hereinafter, the “Agreement”). This Agreement is between you, T.A.L.C or your organization (if you are entering into this Agreement on behalf of an organization), collectively referred to herein as “you” or “company” (and appropriate affirmatives), the Language Course Study Program provider offering these Study Program to you, if any, (the “Primary Service Provider” or “Third-Party Service Provider”, “Partner”).

This Agreement may be modified from time to time. Modifications made to this Agreement will become effective 30 days after the modifications are posted. This Agreement shall be posted through the interface which you use to configure and/or otherwise order the Study Program (the “Study Program Interface”). You agree that you will check the terms and conditions of this Agreement periodically and that, if you no longer agree to the terms and conditions, you will stop using the Study Program and that you will terminate the Study Program as described below.

The Study Program consist of Language Courses with specific configuration which you selected or are going to select through the Courses Interface as you use the Study Program. You acknowledge and understand that important service limitations (including capacity matrices), pricing, the term of the Service, payment terms, and other conditions relating to the Study Program are conveyed through the Study Program Interface and are hereby incorporated into this Agreement.

Each Language Course created using the Study Program is built on and integrated with Partner’s Language Course platform, and any attempt to migrate or otherwise transfer any such Language Course to another Language Course provider is prohibited.

Except for the content provided by you, each Language Course created using the Study Program belongs to Service Provider. For the duration of your Study Program subscription, you are granted a personal access into each Language Course you create or is created by T.A.L.C on your behalf using the Study Program. Cancellation of the Study Program for any reason terminates your access to each Language Course.

As part of the Study Program, you may be allowed to use certain photographs, illustrations, or other images developed, owned, or licensed by third-party providers (“Images”).The Images are neither sold nor distributed to you and you may use the Images solely as part of the Study Program. In addition, you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images, and you may not create derivative works of the Images. We have the right, at any time, at our sole and exclusive discretion, to remove any Image(s) from your Language Course.

By uploading content for your Language Course, you grant us nonexclusive, worldwide, sublicensable, royalty-free license: (i) to use the content for the purpose of including it in your Language Course, and (ii) to display screenshots of any Language Course created using the Study Program, in marketing materials, or in other manners as determined by T.A.L.C in its sole discretion. You represent and warrant that: (y) you have all necessary rights to use such content, and (z) the content does not violate the intellectual property rights or other rights of any third party. As used in this Section, “content” means all information, data, code, text, software, music, sound, photographs, illustrations, graphics, video, messages, or other materials you provide to us in connection with the Study Program.

You are hereby informed that, if you use a credit card to pay for the Study Program, that the charge for the Study Program may appear under a name other than the name of the Primary Service Provider (the name being generally descriptive of the Study Program) and that, prior to contacting your credit card company in relation to such charges, that you will first contact the Primary Service Provider to verify the charges and the manner of billing. You agree that any chargeback by a credit card company (or similar action by another payment provider) of a charge related to the Study Program, for whatever reason, is a material breach of this Agreement and is grounds for immediate termination. You further agree that, upon a chargeback by you, you agree and acknowledge that we or the backend Study Program provider may suspend your access to any account you have with Partner and your use of any domain names, Language Courses, Language Course content, email, or other data hosted on our systems. We will reinstate your rights solely at our discretion, and subject to receipt of the fee owed and then-current reinstatement fee, currently set at US$200.

You agree that the Study Program shall be provided for the term you selected through the Study Program Interface. Unless you terminate the Study Program THROUGH THE STUDY PROGRAM INTERFACE prior to the end of the then extant Study Program term, you agree that the Study Program may be renewed for another term of equal duration to the immediately preceding term and that the resulting fees shall be charged to the credit card associated with your account. You agree to hereby waive any requirement which might otherwise be imposed by law which would require that either T.A.L.C or the Partner obtain your affirmative consent for on-going billings and that your continuing consent to be billed for such renewal(s) may be presumed until such time as you terminate the Study Program through the Study Program Interface or by contacting us by mail or phone. You agree that attempts to terminate the Study Program other than through the Study Program Interface (such as by sending an email to a general email address of either the T.A.L.C or the Partner) are not reliable means of communication and that such a termination attempt shall not be binding until accepted and acknowledged by either T.A.L.C or the third party service provider. In relation to renewals, you further agree that it is your obligation to keep the credit card information associated with your account current and that neither T.A.L.C nor the Partner shall be obligated to contact you to update such information in the event that the charges are denied.

You agree that you may not downgrade (reduce) the capacity matrices of the Study Program below the level of actual use of the Study Program which you experienced in the current or previous month.

Your use of our Study Program may be suspended and/or this Agreement may be terminated if either the T.A.L.C or the Partner determines that you are or are alleged to be violating the terms and conditions of this Agreement or any other agreement entered into by you and either the T.A.L.C or the Partner. In the event of termination or suspension of Study Program under such circumstances, you agree (i) that no pre-paid fees will be refunded to you and (ii)that either the Primary Service Provider or the Partner may take control of any domain name associated with the terminated Study Program, provided such domain name was registered through the domain name registration Study Program of either the T.A.L.C or the Partner. You understand that taking control of a domain name includes, without limitation, acts such as listing such controlling party as the “registrant” and/or “administrative contact” for the domain name and controlling the DNS settings for the domain name.

Either T.A.L.C or the Partner may elect to terminate this Agreement without cause and discontinue the Study Program upon a 3 days’ notice, whereupon any pre-paid fees for an unused portion of a service term shall be refunded to you within a reasonable period of time. You further agree that, within 30 days of your initial enrolment to receive the Study Program, either T.A.L.C or the Partner may elect to terminate this Agreement without cause and that, in such event, the termination shall take effect immediately and that any pre-paid fees for an unused portion of your service term shall be refunded to you within a reasonable period of time.

The Study Program are provided through an infrastructure which is shared by all users of the Study Program. Your use of the Study Program may be throttled or suspended indefinitely if your use of the Study Program degrades the ability of either T.A.L.C or the Partner to provide the Study Program to other users of the Study Program.

You acknowledge that email and/or online communication systems (chat, account notices, etc.) will be the primary means of communication between yourself and T.A.L.C and/or the Partner. You acknowledge that it is your responsibility to maintain a current email address and physical mailing address in your contact information. You further agree that you will regularly login to your account to obtain any notices posted through the Study Program Interface. You agree that your failure to respond to a communication from either T.A.L.C or a third-party Service Provider may result in suspension or cancellation of Study Program without any refund of pre-paid fees, if any.

You acknowledge that neither T.A.L.C nor a Service Provider are obligated to return any data to you upon termination of this Agreement. You acknowledge that it is your responsibility to download, make copies of, and/or backup all data residing on the servers and other equipment which provide the Study Program and to do so within the bandwidth limitations of the Study Program. You acknowledge that any loss or corruption of data which occurs due to an interruption in the Study Program, regardless of the cause of the interruption, shall not be the responsibility of T.A.L.C or Partner and that you may, following an interruption in the Study Program, be required to upload the data to the servers and other equipment which provide the Study Program.

You agree that any personally identifying information provided by you shall be used by T.A.L.C according to the privacy policy of T.A.L.C, if any, and by the of the Partner according to the privacy policy posted at https://takealanguagecourse.com/privacy-policy/.

You represent and warrant as follows: that (i) you are lawfully entitled to use, display, posses, or access the data uploaded, linked to, framed, or otherwise posted on your Language Course by you and/or by the users of your Language Course; (ii) your Language Course and your use of the Study Program will not infringe the intellectual property rights of any third party; (iii) your Language Course and your use of the Study Program will not violate any laws, including, without limitation, laws relating to unsolicited commercial email, child pornography, collection of identifying information, consumer protection, and privacy; (iv) neither you nor those who access your Language Course will upload any worms, virus, or malicious code to the servers which provide the Study Program; and (v) your Language Course and your use of the Study Program will not subject either T.A.L.C or the Partner to any claims by any third party, including claims relating to infringement of intellectual property rights or claims relating to the products or Study Program which you may provide or offer through the Language Course hosted through the Study Program.

You further represent and warrant that you will not allow any unauthorized third party to access the account which you use to access the Study Program.

NO REMEDIES FOR UNPLANNED SERVICE INTERRUPTIONS: T.A.L.C AND PARTNER DISCLAIM ANY WARRANTY THAT THE STUDY PROGRAM WILL BE UNINTERRUPTED, TIMELY, AND/OR ERROR-FREE. You agree that any unplanned or unannounced interruptions in the Study Program shall not require a remedy.

LIMITATION OF LIABILITY: YOU AGREE THAT NEITHER T.A.L.C NOR PARTNER  WILL BE LIABLE FOR ANY (A) SUSPENSION OR LOSS OF THE STUDY PROGRAM; (B) INTERRUPTION OF BUSINESS; (C) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEB SITE(S) PROVIDED THROUGH OR BY THE STUDY PROGRAM; (D) LOSS OR LIABILITY RESULTING FROM ACTS OF GOD; (E) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (F) EVENTS BEYOND THE CONTROL OF T.A.L.C OR PARTNER ; (G) THE PROCESSING OF YOUR APPLICATION FOR THE STUDY PROGRAM; OR (H) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD. YOU FURTHER AGREE THAT NEITHER T.A.L.C NOR ITS PARTNERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EITHER T.A.L.C OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF EITHER T.A.L.C OR ITS PARTNERS EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE STUDY PROGRAM FOR A 1-MONTH PERIOD, BUT IN NO EVENT GREATER THAN US$100. BECAUSE SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES/COUNTRIES, THE LIABILITY OF T.A.L.C AND/OR ITS PARTNERS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INDEMNIFICATION: YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD T.A.L.C AND ITS PARTNER(S), THEIR CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS AND AFFILIATES HARMLESS FROM ALL LIABILITIES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES AND COURT COSTS, FOR THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE STUDY PROGRAM OR ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, INFRINGEMENT BY YOU OR SOMEONE ELSE USING YOUR COMPUTER, OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY PERSON OR ENTITY, OR FROM THE VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT. WHEN EITHER T.A.L.C AND/OR PARTNER  MAY BE INVOLVED IN A SUIT INVOLVING A THIRD PARTY AND WHICH IS RELATED TO THE STUDY PROGRAM UNDER THIS AGREEMENT, EITHER THE PRIMARY SERVICE PROVIDER AND/OR PARTNER  MAY SEEK WRITTEN ASSURANCES FROM YOU IN WHICH YOU PROMISE TO INDEMNIFY AND HOLD SUCH PARTIES HARMLESS FROM THE COSTS AND LIABILITIES DESCRIBED IN THIS PARAGRAPH. SUCH WRITTEN ASSURANCES MAY INCLUDE THE POSTING OF PERFORMANCE BONDS OR OTHER GUARANTEES. YOUR FAILURE TO PROVIDE SUCH ASSURANCES MAY BE CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT BY YOU.

You agree that the Partner or third-party service provider shall not be liable for the actions, inactions, negligence, or intentional misconduct of T.A.L.C. You acknowledge and agree that neither T.A.L.C nor the Partner are agents for one another.

DISCLAIMER OF WARRANTIES: NEITHER T.A.L.C NOR PARTNER MAKE ANY REPRESENTATIONS NOR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE STUDY PROGRAM, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EITHER T.A.L.C OR PARTNER SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

GOVERNING LAW: This Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the Romania and European Union, as if the Agreement was a contract wholly entered into and wholly performed within Romania. You agree that any action to enforce this Agreement or any matter relating to your use of the Study Program shall be brought exclusively in the Romanian District Court, or if there is no jurisdiction in such court, then in a court within the Bucharest County. You consent to the personal and subject matter jurisdiction of any state or court within Romania, in relation to any dispute arising under this Agreement. You agree that service of process on you by either T.A.L.C or Its Partner(s) in relation to any dispute arising under this Agreement may be served upon you by first class mail to the address listed by you in your contact information or by electronically transmitting a true copy of the papers to the email address listed by you in your contact information.