The following Terms and Conditions of Use (hereinafter referred to as “Terms of Use”) apply to the use of the www.lingosoup.com website or affiliated sites providing Lingosoup services (together with all of the foregoing uses and services, to be hereinafter referred to as the ‘Website’), owned and operated by DEFX DISTRIBUTED VENTURES LDA. (hereinafter referred to as ‘DISTRIBUTED’), a company incorporated under Portuguese law, with registered office at Calçada Eng. Miguel Pais 16 2DTO, Lisbon 1200-173, Portugal, with the tax identification number 514987162 and the share capital of EUR 2.000,00 (two thousand euros).
Acceding to and using our Website requires that you abide by these Terms of Use. This document is an important part of using the Website, and as noted below, we highly recommend you read and fully understand it in order to use the Website and the services offered.
Please read these Terms of Use carefully, as they contain important information regarding your legal rights, remedies and obligations and constitute a binding agreement between you and DISTRIBUTED.
These Terms of Use govern your use of the Website, including, without limitation, the scheduling of language courses, use of forums and download of training materials, related informational materials (collectively, hereinafter referred to as the ’Content’)onto or from the Website, access to web mail, forums and any and all other services offered by DISTRIBUTED on or through the Website.
By accessing or using the Website in any way, you declare that (i) you have read and accepted these Terms of Use, (ii) you are over 18 and (iii) you are not prevented by any legal provision from being bound by and comply with these Terms of Use. If you do not agree to be bound by the terms and conditions of these Terms of Use, do not use or access any portions of the Website or use any services offered on the Website . Please note that you are entirely responsible for your own use of the Website and of the services offered.
DISTRIBUTED may from time to time, without notice to you, change these Terms of Use and other rules or guidelines, in whole or in part, in its sole discretion and post such changes on the Website. Your continued access or use of the Website constitutes your acceptance of all such changes and your access and use of the Website will be subject to the current version of the Terms of Use, rules and guidelines posted on the Website at the time of such access or use. It is your responsibility to regularly check the ‘Terms of Use’ to view the then-current terms. If you do not agree to be bound by the terms and conditions of these Terms of Use as so amended, do not use or access the Website. Without limitation to the foregoing, DISTRIBUTED will use commercially reasonable efforts to notify in advance its members of changes to these Terms of Use through blogs, web mail, forums and other means of electronic communication.
Services on the Website are available only to, and may only be used by, persons who can enter into legally binding contracts under applicable law. Without limitation to the foregoing, services on the Website are not available to minors (e.g., persons under the age of eighteen) except under the supervision of an adult parent or guardian, and such parent or guardian shall be responsible for all access and use of the Website. Your Instructor / Membership Account on the Website may not be sold or otherwise transferred or assigned to another person or entity. If your use of the Website is on behalf of an entity, you represent and warrant that such party has full knowledge of your actions and has consented thereto and that you have the authority to bind such entity to these Terms of Use.
The Website provides, among other things, an online transactional marketplace where Instructors (such as language teachers) can digitally provide their services online.
The Website is divided into a public section and two private sections: one accessible by the Instructors, and the other by DISTRIBUTED’s authorised personnel.
The public section offers to all visitors, among other things, general information about the Website and DISTRIBUTED, the ability to view Content on the Website, and a process by which visitors can schedule Services.
When a new language instructor to the Website is approved to create an account with the intention of conducting online lessons, the visitor shall become an ‘Instructor’ (included here mainly language instructors). Please read section 4.1. (‘Instructor Account’) for information on the features provided under the Instructors’ Private Section.
The Instructor shall create a user name (‘Instructor Name’) and a corresponding user password (‘Instructor Password’) to create a unique, personal Instructor account (an ‘Instructor Account’). During registration, each Instructor shall be given the opportunity to, if so wished, select a country designation. Such designation(s) may be revised at any time after the completion of the registration process. The Instructor may also be required to verify his or her identity in order to use DISTRIBUTED’s service.
The Instructor shall provide Content only through his or her Instructor Account or via associated services, being such Content subject to a Content License. Please read section 6 (‘Content Licensing’) to find out more on the licenses granted by DISTRIBUTED.
Within its Instructor Account, the Instructor shall be able to:
The User Member/Buyer shall create an user name (‘Member Name’) and a corresponding user password (‘Membership Password’) to create a unique, personal membership account (a ‘Membership Account’). During registration, each User Member shall be given the opportunity to, if so wished, select a country designation. Such designation(s) may be revised at any time after the completion of the registration process. The User Member shall also be required to specify whether he or she is registering as an individual or on behalf of a company or entity (and, if so, the name of the company or entity). The User Member may also be required to verify his or her identity in order to use the DISTRIBUTED service.
A User Member shall purchase Content only through his or her Membership Account, in accordance with the conditions set forth in these Terms of Use.
Within its Membership Account, the User Member is capable of (i) requesting a price for a specific Content, (ii) purchasing Content, and (iii) monitoring its Purchase History.
You acknowledge and agree that you are to keep confidential the Instructor / Membership Name and Instructor / Membership Account provided to you by DISTRIBUTED, and the Instructor / Membership Password selected by you and approved by DISTRIBUTED for use with such Instructor / Membership Name and Instructor / Membership Account. Your Instructor / Membership Name, Instructor / Membership Account and Instructor / Membership Password are personal to you and may not be shared with, or transferred to, any other person or entity.
You acknowledge and agree that you will be solely responsible for each and every use of your Instructor / Membership Account, Instructor / Membership Name, including improper use, and corresponding Instructor / Membership Password, and that DISTRIBUTED may rely on the use of your Instructor / Membership Account, Instructor / Membership Name or Instructor / Membership Password as conclusive evidence that you have used the Website. DISTRIBUTED shall not be liable for any losses whatsoever caused by any unauthorised use of your account or other breach of the security of your account; however, you may be liable for the losses of DISTRIBUTED or others due to such unauthorised use or breach of security.
Improper use under this section means any use which (i) is not carried out under the precise terms of these Terms of Use, and/or (ii) is done by a third-party under express violation of these Terms of Use.
All of the contents of the Website, excluding the Content, is owned by DISTRIBUTED or its licensors and is protected by copyright, trademark, patent, trade secret and other applicable intellectual property laws. You acknowledge and agree that no ownership of any contents of the Website can be transferred, unless duly authorised by DISTRIBUTED.
DISTRIBUTED does not grant any express or implied permission to use any of the contents of the Website and no portion or element of this Website may be copied or retransmitted via any means. Without limiting the foregoing, you agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Website or any part of the contents of the Website without, or in violation, of an agreement with DISTRIBUTED.
All DISTRIBUTED logos are registered and are properly protected against any infringement of industrial property rights. Logos whose ownership does not belong to DISTRIBUTED and which may appear on the Website are the property of the respective owners, who must be contacted in case of any conflict that may arise with respect to the said logos.
Without limiting any previously mentioned restrictions, you acknowledge and agree not to:
You hereby agree to immediately notify DISTRIBUTED if you become aware of any unauthorised use of your password or improper access to your account
DISTRIBUTED reserves the right, in its sole discretion, to change or discontinue any or all of the services on the Website at any time, and without previous notification obligations. You acknowledge and agree that DISTRIBUTED has no obligation to make, or continue to make, the Website or any particular portion or related service available to you (whether or not such unavailability is voluntary on the part of DISTRIBUTED). DISTRIBUTED reserves the right, in its sole discretion, to suspend, restrict, block, disable or terminate your access or use of the Website or your Instructor Account at any time without notice or liability to you and whether or not such measures are based on the existence of a breach of these Terms of Use.
You acknowledge and agree that DISTRIBUTED shall have no responsibility for any material or content on other websites to which you may hyperlink or otherwise access from the Website, including any web log, comments to any web log, or any forum on the Website. You acknowledge and agree that DISTRIBUTED shall have no responsibility for any material or content on websites from which you may be hyperlinked or otherwise be directed to the Website. DISTRIBUTED does not control such third party websites and the existence of any such hyperlinks does not imply any endorsement or affiliation with DISTRIBUTED.
Prices vary by Service type and are established exclusively by DISTRIBUTED. In some cases, the price of the Service may not be displayed, in which case the User Member can request the price. Regardless of the price set by the Instructor for each Service, a 30% commission is charged by DISTRIBUTED.
Transactions on the Website for purchasing Content shall be conducted using the approved payment methods in accordance with DISTRIBUTED’s standard pricing and payment policies.
Services can only be purchased after the respective price has been agreed on. VAT shall apply, whenever due, to all purchases of Content. Amount of VAT is calculated taking into consideration the location and business/personal tax status. To purchase Content, the Buyer shall add it to its shopping cart, confirm purchase and checkout. If the checkout is not successful, the Buyer will be informed accordingly. If, on the contrary, the checkout is successful, a receipt of purchase shall be generated and sent to the Buyer, whilst the Instructor is kept informed accordingly.
Any payments made regarding the purchase of Content shall be done through the platform made available by STRIPE or PAYPAL. These parties are also responsible for sending the payment to the Instructor.
DISTRIBUTED is not to be held responsible for any payments problems which may arise due to the use of or in connection with STRIPE’s or PAYPAL’s platform and which fall outside the scope and/or responsibility of DISTRIBUTED. In the event that such problems occur, DISTRIBUTED strongly advises you to contact STRIPE (https://stripe.com/) or PAYPAL (https://paypal.com).
If you purchase any Services by using a credit or charge card or an online payment account, you warrant that you are the cardholder or account holder and that the billing information provided is accurate, and you authorise DISTRIBUTED to charge the designated credit or charge card or online payment account for the total amount of the purchase, including any sales or similar taxes. All purchases are final and non-refundable.
You may not disclose or use any confidential information belonging to DISTRIBUTED, the other Instructor or User Member for purposes outside the scope of the use of the Website, except with the prior written consent of DISTRIBUTED, the other Instructor or User Member.
Under these Terms of Use, ‘confidential information’ means any technical or commercial information, including all information related to Website’s plan, design, costs, prices, name, financial plans, marketing plans, business opportunities, personnel, research, development or know how.
Should you be required by law to disclose confidential information of DISTRIBUTED, the other Instructor or User Member, you shall promptly and in advance notify DISTRIBUTED, the other Instructor or User Member to the same disclosure obligation (within the limits imposed by law) and shall provide reasonable assistance, at the expense of DISTRIBUTED, the other Instructor or User Member, if the latter wishes to prevent disclosure or challenge the disclosure obligation.
In the event of a breach of the duty of confidentiality, DISTRIBUTED, the other Instructor or User Member shall have the right, in addition to any other remedy available, to a precautionary measure to prevent such acts. You acknowledge and accept that any other available remedies are inadequate.
You acknowledge and agree that DISTRIBUTED may store personal information about you on its computers, within or outside Portugal. Any processing of your personal data shall be done by DISTRIBUTED in strict compliance with provisions set forth in the applicable data protection legal framework, including, without limitation, the Regulation (EU) 2016/679, of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation or ‘GDPR’).
Please read carefully our Privacy Policy to find out more information on how DISTRIBUTED processes your personal data, as well as what are on your rights and how can you exercise them.
You agree to defend, indemnify and hold harmless DISTRIBUTED and its affiliates, and their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (collectively, ‘Indemnitees’) from and against all claims, damages, obligations, judgments, losses, liabilities or any other expenses (including attorney fees and disbursements) or other liability arising from your breach of any of your representations, warranties or obligations under these Terms of Use, and from any and all access and use by you of the Website (including any uses under your Instructor / Membership Account or Instructor / Membership Name, whether or not authorised by you), including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or ‘false light’, right of publicity or blurring or distortion or alteration of any Content or other material or content whether or not intentional. DISTRIBUTED shall have the right, in its sole discretion, and to the maximum extent legally permitted, to control the defence of any claim, action or matter subject to indemnification by you with counsel of its own choosing. You shall fully cooperate with DISTRIBUTED in the defence of any such claim, action or matter.
Your use of the Website is entirely at your own risk. You agree that neither DISTRIBUTED nor its affiliates, nor any of their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from (i) any use by you of the Website, even if such parties have been advised, or advised of the possibility, of such damages, (ii) any inconvenience or damage caused by third party actions, such as indirect or incidental damages (e.g. damages for lost profits, improper use of the Website or other intangible losses) or for computer damages (e.g. interruption of access to the Website, malfunctions or disconnections of the operating system that may temporarily interrupt access, navigation and provision of services to Instructors, User members or visitor through the Website, computer viruses that may infect the device through which the Instructors and/or User members access their private sections), or (iii) any other event of force majeure, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, OR DAMAGES RESULTING FROM ANY (I) ERRORS OR OMISSIONS IN CONTENT, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, OR (V) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR ACCESS OR USE OF THE WEBSITE OR THE CONTENT OR OTHER MATERIALS. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY-GIVING RISE TO THE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER DISTRIBUTED nor its affiliates, nor any of their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable) SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
All visitors, Instructors and User Members are responsible for implementing the required Software (including antivirus and other security procedures) to meet your particular protection and reliability requirements in using the Website.
THE WEBSITE AND CONTENT ARE PROVIDED ‘AS IS’ AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, DISTRIBUTED MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE OR THE SERVICES ON THE WEBSITE, OR ANY CONTENT OR OTHER MATERIALS AVAILABLE ON THE WEBSITE, INCLUDING THAT ANY ERRORS OR DEFECTS IN THE WEBSITE OR THE CONTENT OR OTHER MATERIALS WILL BE CORRECTED, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS OR FREEDOM OF ANY SERVICES, OR ANY CONTENT OR OTHER MATERIALS FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR DESTRUCTIVE FEATURES.
DISTRIBUTED shall have no responsibility for any Content or other material or content uploaded or posted onto the Website, including, without limitation any material or content uploaded or posted by any Instructor or User Member onto the Website in any forum or as any comment to a web log.
The agreement created by these Terms of Use shall continue in perpetuity unless terminated in accordance with this Section 16.
DISTRIBUTED at any time may terminate the Terms of Use at its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under these Terms of Use, or for inactivity by you with respect to your access or use of the Website.
An Instructor / User Member may at any time terminate his Instructor / Membership Account by sending a written termination request to DISTRIBUTED at legal@distributed.ventures.
DISTRIBUTED reserves the right, at its sole discretion, to terminate your Instructor / Membership Account at any time, including, without limitation, deactivating your Instructor / Membership Name and Instructor / Membership Password. Termination of an Instructor / Membership Account shall automatically lead to the termination of the Instructor / User Member’s Content License Agreement, and vice versa.
Termination of a Membership Account shall not relieve a User Member from any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated. The provisions of Sections 13, 14 15, 16 and 17 shall survive the termination of the agreement created by these Terms of Use.
Any communication sent by DISTRIBUTED to either the Instructor or the User Member will be deemed received immediately upon submission.
DISTRIBUTED is not required to request any acknowledgment of receipt in connection with such emails and will not be liable for any delay or failure to ship, regardless of reason.
The Website is operated, and administered by DISTRIBUTED from its offices in Portugal. By accessing or using the Website, you acknowledge and agree that these Terms of Use and all matters as to your access and use of the Website and the Content shall be construed and governed by the laws of Portugal and the laws of the European Union applicable therein. The submission of complaints regarding the use of our services should be sent to the following email address: support@distributed.ventures
In the event of a consumer dispute and as laid down in Law no. 144/2015, of 8th September, as last amended by Law no. 14/2019, of 12th December, in all actions and disputes arising from or relating to these Terms of Use and all matters as to your access and use of the Website and the Content or other materials, you can recourse to the European Online Dispute Resolution (http://ec.europa.eu/consumers/odr) or to the following alternative dispute resolution entities:
DISTRIBUTED has not adhered to any arbitration or alternative dispute resolution and, therefore, any decision ruled by any of these entities can only be binding to DISTRIBUTED if the parties have previously agreed to settle the dispute by this manner.
The relationship between DISTRIBUTED and you under these Terms of Use is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner. You agree that you shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your access or use of the Website.
No action or non-action of DISTRIBUTED to exercise any power, right, privilege or remedy under these Terms of Use shall be construed as a waiver or amendment of these Terms of Use or preclude any other or further exercise of any such power, right, privilege or remedy.
These Terms of Use shall inure to the benefit of, and be binding upon, DISTRIBUTED and you, and its and your respective successors and assigns. Nothing in these Terms of Use, express or implied, is intended to confer upon any person or entity, other than DISTRIBUTED and you, and its and your respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms of Use. DISTRIBUTED shall have the right, at its sole discretion, to assign any or all of its rights or obligations under these Terms of Use. You shall have no right to assign any of your rights or obligations under these Terms of Use.
Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other. These Terms of Use shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these Terms of Use shall not affect the validity or enforceability of the balance hereof. The headings contained in these Terms of Use are for convenience of reference only and shall not affect in any way the meaning or interpretation of these Terms of Use.
You acknowledge that you have read and understood THESE TERMS OF USE and agree to be bound thereby. YOU ACKNOWLEDGE AND AGREE THAT EACH TIME YOU ACCESS OR USE THE WEBSITE, ORDER ANY CONTENT, SUBMIT ACCOUNT INFORMATION OR CONDUCT ANY OTHER TRANSACTION IN CONNECTION WITH THE WEBSITE OR CONTENT, EACH SUCH TRANSACTION CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THESE TERMS OF USE.
PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AND CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND DEFX DISTRIBUTED VENTURES LDA (“DISTRIBUTED”), THE OWNER AND OPERATOR OF THIS WEBSITE. BY ACCESSING OR USING THIS WEBSITE IN ANY WAY, YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS DOCUMENT AND IN ANY CHANGES HERETO THAT DISTRIBUTED MAY PUBLISH FROM TIME TO TIME (COLLECTIVELY, THE “TERMS OF USE”). WE ENCOURAGE YOU TO KEEP A COPY OF THESE TERMS OF USE FOR YOUR RECORDS.
