(Last updated on 11 November,2023)  

Please read these NANA Learning Terms of Service(the "NANA Learning Terms" or "NANA Learning Terms of Service") carefully as they govern(i) your access to and use of our Sites, (ii) your access to and use of our Applications, or(iii) your access to and use of our services that link to or reference these NANA Learning Terms, and contain important information about your legal rights, remedies and obligations. The Site, Application and other NANA Learning services together are hereinafter collectively referred to as the "NANA Learning Platform". By accessing or using the NANA Learning Platform, you are agreeing to these NANA Learning Terms and concluding a legally binding contract with NANA Learning, whether or not you become a registered user of the NANA Learning Platform. Certain areas of the NANA Learning Platform may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these NANA Learning Terms and the terms and conditions posted for a specific area of the NANA Learning Platform, the terms and conditions that are specific to that area will take precedence with respect to your use of, or access to, that area of the NANA Learning Platform.   

You may be referred to in this NANA Learning Terms as "you" or "your", or may be referred to specifically in your applicable role as a Company or an Authorized User (each as defined below). If you are entering into this NANA Learning Terms on behalf of a company or other legal entity (such company or legal entity, the "Company"), this NANA Learning Terms shall be a binding agreement between NANA Learning and the Company that you represent, and you represent that you have the authority to bind such Company, its users, and its affiliates to this NANA Learning Terms. In that case, the terms "you" or "your" shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this NANA Learning Terms, you may not use the Service. If you are entering into this NANA Learning Terms as an individual and not on behalf of a company or other legal entity, this NANA Learning Terms shall be a binding agreement between NANA Learning and you personally. You acknowledge that this NANA Learning terms is a contract between you and NANA Learning, even though it is electronic and is not physically signed by you and NANA Learning, and it governs your use of the Service.   

You represent that you have read and understood our privacy policy ("Privacy Policy"), which is available at https://www.nanalearning.com/privacy-policy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply NANA Learning Terms or other NANA Learning Policies (as defined below); (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding or other legal process served on us; or (iv) protect our rights, reputation, and property or that of our users, affiliates or the public.    

Do not access or use the NANA Learning Platform if you are unwilling or unable to be bound by these NANA Learning Terms.   

 Table of Contents   

 Definitions   

 Relationship   

 Modification   

 Eligibility   

 Description of Services   

 NANA Learning Account   

 Ownership   

 License Grant   

 Member Content   

 Restrictions   

 Links   

 Enforcement of NANA Learning Terms of Service   

 Disclaimers   

 Limitation of Liability   

 Indemnification   

 Suspension, Termination or Cancellation   

 Entire Agreement   

 Assignment   

 Notices   

 Governing Law and Jurisdiction   

 Dispute Resolution; Binding Arbitration and Class Action Waiver   

 Feedback   

 General   

 Payment Policy  

 Teacher Policy  

 Contacting Customer Service   

1. Definitions   

"Applications" means the applications for mobile, tablet, and other smart devices and application program interfaces provided by NANA Learning, including but not limited to the mobile applications entitled as "NANA Learning" .   

"NANA Learning", "we", "us", or "our" means (i) NANA Education Technology Company Limited.   

"NANA Learning Content" means any content that NANA Learning creates and makes available in connection with the NANA Learning Platform, including proprietary NANA Learning content and any content licensed or authorized for use by or through NANA Learning from a third party, but excluding Member Content.   

"NANA Learning Product" means the Application(s) of "NANA Learning", the Site "nanalearning.com" and any website operated by NANA Education Technology Company Limited.   

"Member Content" means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.   

 "Sites" means NANA Learning’s websites, including but not limited to nanalearning.com.   

 "Student" means a Member that purchases Teacher Services.   

 "Teacher" means a Member that offers and delivers Teacher Services.   

 "Teacher Services" means all services delivered by Teachers as described in the Teacher Policy, including but not limited to paid lessons, packages and other services rendered where NANA Learning Credits (as defined in Payment Policy) are exchanged.   

2. Relationship   

The NANA Learning Platform is an online venue for language learning where registered users ("Members") may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that NANA Learning is not a party to any agreements entered into between Students and Teachers or between Members, nor is NANA Learning a language services broker or agent. NANA Learning has no control over the conduct of Students, Teachers, Members or other users of the NANA Learning Platform or over any services provided by Teachers or other Members over the NANA Learning Platform, and disclaims all liability in this regard to the maximum extent permitted by law.   

If you choose to teach on the NANA Learning Platform, you understand and agree that your relationship with NANA Learning is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venturer or partner of NANA Learning for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of NANA Learning. NANA Learning does not control, and has no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of NANA Learning, including by using any NANA Learning intellectual property in an unauthorized or in appropriate manner.   

3. Modification   

NANA Learning reserves the right, at its sole discretion, to modify the NANA Learning Platform and to modify these NANA Learning Terms, at any time and without prior notice. If we modify these NANA Learning Terms, we will either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification. We will also update the "Last Updated" date at the top of these NANA Learning Terms. By continuing to access or use the NANA Learning Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified NANA Learning Terms. If the modified NANA Learning Terms are not acceptable to you, your only recourse is to cease using the NANA Learning Platform.   

4. Eligibility   

The NANA Learning Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law.   

WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH TEACHER ON THE NANA LEARNING PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF TEACHERS AND THE ACCURACY OF THE INFORMATION TEACHERS PROVIDE VIA THE NANA LEARNING PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER NANA LEARNING NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE NANA LEARNING PLATFORM. NANA LEARNING AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE NANA LEARNING PLATFORM.   

5. Description of Services   

5.1 NANA Learning Services   

NANA Learning’s services includes:   

Connection Services. NANA Learning provides Members with access to and use of the NANA Learning Platform, which is an online venue where (a) Members can upload, submit, store, send and receive content related to language learning; (b) Members can conduct searches, connect with, choose, and engage each other for the purposes of language learning and instant language practice; (c) Students can conduct searches, connect with, choose, and engage Teachers directly for language instruction and Teacher Services; (d) Teachers can advertise their capabilities, respond to inquiries, connect with and engage Students to provide them with their Teacher Services (collectively, "Connection Services"). For the avoidance of doubt, in providing the Connection Services, NANA Learning only provides the venue for Members, including Students and Teachers, to find and contract with each other, and NANA Learning does not take part in direct interactions between Members.   

Payment Services. For Students and Teachers, NANA Learning also provides certain payment processing services, credit purchase and payment tools, dispute resolution procedures and assistance, and other services in accordance with NANA Learning’s Payment Policy (collectively, "Payment Services"). Payment Services do not include Connection Services.   

 Business Services. If a Member is a Company, such Member may authorize additional individuals and/or their employees (the "Employees") to use of the NANA Learning Platform, including but not limited to the Connection Services and Payment Services. The Company may (i) track Employees’ completed lessons, (ii) add or remove any Employees from access to or the use of NANA Learning Platform, (iii) control, refill or shift their NANA Learning credits balances within such Company’s NANA Learning Account (as defined below). The Company may also review the Employees’ language learning performance report through its NANA Learning Account. For the avoidance of doubt, an Employee shall be considered as a "Student".   

 5.2 Teacher Services   

 Teachers may provide certain Teacher Services through the NANA Learning Platform. If you are accepted to be a Teacher, you agree to NANA Learning's Teacher Policy. All Members hereby acknowledge that the Teacher Services are solely provided by Teachers and are not provided by NANA Learning. NANA Learning’s responsibility with respect to Teacher Services is limited to facilitating the availability of the NANA Learning.   

6. NANA Learning Account   

 6.1 Account Registration   

 In order to use many of the features that are offered through the NANA Learning Platform, you must create an account ("NANA Learning Account") and become a Member.   

 Your NANA Learning Account is for personal, non-commercial use only, provided that, if you are creating an NANA Learning Account on behalf of a Company, you may authorize their Employees to use of the NANA Learning Platform. To create an NANA Learning Account, you must be eligible to use the NANA Learning Platform for which you are registering, be a resident of a country where use of the NANA Learning Platform is permitted, have a valid email address, have a valid mobile phone number (if applicable) and provide truthful and accurate information. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple NANA Learning Accounts. You may choose to show a pseudonym to other Members, but please remember that others may still be able to identify you if, for example, you include identifying information during your use of the NANA Learning Platform, use the same NANA Learning Account information on other sites or allow other sites to share information about you with us. Please read our Privacy Policy for more information.   

 You may not have more than one (1) active NANA Learning Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. NANA Learning reserves the right to suspend or terminate your NANA Learning Account and your access to the NANA Learning Platform if you create more than one (1) NANA Learning Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these NANA Learning Terms.   

 In addition, to create an NANA Learning Account, NANA Learning may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. NANA Learning may refuse to grant you a username in NANA Learning’s sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by NANA Learning in NANA Learning’s sole discretion. Your selection and use of a specific username do not convey any ownership or rights in that username and NANA Learning reserves the right to revoke and/or reassign that username in NANA Learning’s sole discretion. You understand and agree that NANA Learning reserves the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in NANA Learning’s sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR NANA LEARNING ACCOUNT, INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE NANA LEARNING PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR NANA LEARNING ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR NANA LEARNING ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE NANA LEARNING TERMS.   

 You agree to notify NANA Learning immediately of any unauthorized use of your NANA Learning Account. We reserve the right to close your NANA Learning Account at any time if you violate these NANA Learning Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.   

 6.2 Third-Party Account   

 You can also register to become a Member by logging into your account with certain third-party social networking sites ("SNS") including, but not limited to, Facebook and Google (each such account is a "Third-Party Account"), through our Sites or Applications. Unless you add your email address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or NANA Learning's access to such Third-Party Account is terminated by you or the third-party service provider, then you are no longer be able to log into any NANA Learning Platform through such Third-Party Account.   

6.3 Link your NANA Learning Account with Third-Party Account   

 As part of the functionality of the NANA Learning Platform, you may link your NANA Learning Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to NANA Learning through the NANA Learning Platform; or (ii) allowing NANA Learning to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to NANA Learning and/or grant NANA Learning access to your Third-Party Account (including, but not limited to, for use by NANA Learning for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating NANA Learning to pay any fees or making NANA Learning subject to any usage limitations imposed by such third-party service providers. By granting NANA Learning access to any Third-Party Accounts, you understand that NANA Learning will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the NANA Learning via your NANA Learning Account and NANA Learning Account profile page. Unless otherwise specified in these NANA Learning Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these NANA Learning Terms.   

 If you choose to link Third-Party Accounts with your NANA Learning Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-Party Accounts might be available on and through the NANA Learning via your NANA Learning Account and NANA Learning Account profile page. You have the ability to disable the connection between your NANA Learning Account and your Third-Party Accounts at any time by accessing the "Settings" section of the Sites or Applications. If you disable the connection between your NANA Learning Account and your Third Party Accounts, then SNS Content from that Third Party Account will no longer be available on and through the NANA Learning, and you will no longer be able to access your NANA Learning Account through such Third Party Account.   

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. NANA Learning makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and NANA Learning is not responsible for any SNS Content.   

 Your NANA Learning Account and your NANA Learning Account profile page will be created for your use of the NANA Learning Platform based upon the information you provide to us or that we obtain through a Third-Party Account that you link with your NANA Learning Account as described above.   

6.4 Link to a Company   

 If you are an Employee of a Company, during the registration process, you may identify a Company with whom your profile and NANA Learning Account is associated. Alternately, your individual profile may have been created by an authorized representative of the Company, and your profile and NANA Learning Account will be associated with such Company. If your NANA Learning Credits, Teacher Services and Payment Services are provided or scheduled by a Company, you may lose access to such NANA Learning Credits, Teacher Services and Payment Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and (b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.   

7. Ownership    

All content made available through NANA Learning Platform is either owned by NANA Learning or NANA Learning’s licensors, or is licensed to NANA Learning and NANA Learning’s licensors pursuant to Section 10 (Member Content). As between you and NANA Learning, you own your Member Content. We own the NANA Learning Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the NANA Learning Platform excluding Member Content. As between you and NANA Learning, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world associated with the NANA Learning Content and the NANA Learning Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the NANA Learning Platform and the NANA Learning Content are retained by NANA Learning.   

8. License Grant   

Subject to and conditioned on compliance with these NANA Learning Terms, NANA Learning hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, terminatable license to access and use the NANA Learning Platform. Except as expressly set forth in these NANA Learning Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole or in part, the NANA Learning Content, other Members’ Member Content and the NANA Learning Platform without NANA Learning’s or our licensors’ express prior written permission.   

The licenses granted to you are conditioned upon your proper conduct and compliance with these NANA Learning Terms at all times, as judged by NANA Learning in NANA Learning’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the NANA Learning Platform.   

9. Member Content   

We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the NANA Learning Platform, you hereby grant to NANA Learning a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of, or to promote or market the NANA Learning Platform. NANA Learning does not claim any ownership rights in any Member Content.   

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the NANA Learning Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the NANA Learning Platform or through NANA Learning promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to NANA Learning the rights in such Member Content, as contemplated under these NANA Learning Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your Member Content or NANA Learning’s use of your Member Content (or any portion thereof) on, through or by means of the NANA Learning Platform or NANA Learning promotional campaigns will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.   

If you are a Teacher, you may share your Member Content with your Students.   

NANA Learning respects copyright law and expects its Members to do the same. If you believe that any content on the NANA Learning Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.   

10. Restrictions   

We are under no obligation to enforce the NANA Learning Terms on your behalf against another Member. While we encourage you to let us know if you believe another Member has violated the NANA Learning Terms, we reserve the right to investigate and take appropriate action at our sole discretion.   

10.1 Improper Use   

You agree not to, and will not assist, encourage, or enable others to use the NANA Learning Platform to:   

Violate any third party's rights, including any breach of confidentiality, or any infringement of copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right;   

Upload any content that is indecent, libelous, defamatory, obscene, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable;   

Solicit personal information from minors, or submit or transmit pornography;   

Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;   

Promote a business or other commercial venture or event, or otherwise use the NANA Learning Platform for commercial purposes, except as expressly permitted by NANA Learning or contemplated by these NANA Learning Terms;   

Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the NANA Learning Platform’s search results or the search results of any third-party website; or   

Violate any applicable law.   

10.2 Additional Restrictions   

You also agree not to, and will not assist, encourage, or enable others to:   

Violate these NANA Learning Terms;   

Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade or in any way exploit the NANA Learning Platform, any NANA Learning Content or other Members’ Member Content, except as expressly authorized by us;   

Use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the NANA Learning Platform, any NANA Learning Content or other Members’ Member Content;   

Reverse engineer any portion of the NANA Learning Platform;   

Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the NANA Learning Platform or on any materials printed or copied from the NANA Learning Platform;   

Record, process or mine information about other Members;   

Access the NANA Learning Platform by means other than through the public interfaces we provide to you;   

Reformat or frame any portion of the NANA Learning Platform;   

Take any action that imposes, or may impose, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the NANA Learning Platform, as determined by NANA Learning in NANA Learning’s sole discretion;   

Attempt to gain unauthorized access to the NANA Learning Platform, NANA Learning Accounts, computer systems or networks connected to the NANA Learning Platform through hacking, password mining or any other means;   

Use the NANA Learning Platform, any NANA Learning Content or other Members’ Member Content to transmit any computer viruses, worms, defects, Trojan horses or any other computer code, files or programs designated to interrupt, destroy or limit the functionality of the NANA Learning Platform;   

Use any device, software or routine that interferes with the proper working of the NANA Learning Platform or otherwise attempt to interfere with the proper working of the NANA Learning Platform;   

Use the NANA Learning Platform to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the NANA Learning Platform, any NANA Learning Content or other Members’ Member Content;   

Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the NANA Learning Platform, features that prevent or restrict the use or copying of any NANA Learning Content, or other Members’ Member Content or features that enforce limitations on the use of the NANA Learning Platform;   

Authorize any third party to use NANA Learning Platforms, including but not limited to Teacher Services, through your NANA Learning Account, or schedule any Teacher Services on behalf of any individuals other than yourself, except that the Company authorizes its Employee to use NANA Learning Platforms, and schedule the Teacher Services on behalf of its Employees;   

Schedule and/or provide for any Teacher Service outside of the NANA Learning Platform;   

Make, accept, or receive any payment in connection with the Teacher Service outside of the NANA Learning Platform; or   

Solicit and/or recruit NANA Learning Members to work or study on other software or language learning platforms.   

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, NANA Learning reserves the right to determine what conduct NANA Learning considers to be in violation of these NANA Learning Terms or otherwise outside the intent or spirit of the NANA Learning Platform. NANA Learning reserves the right to take action as a result of any such violation, which may include terminating your NANA Learning Account and prohibiting you from using the NANA Learning Platform in whole or in part.    

11. Links   

The NANA Learning Platform may contain links to third-party websites or resources. You acknowledge and agree that NANA Learning is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by NANA Learning of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.   

12. Enforcement of NANA Learning Terms of Service   

We may suspend or cancel your NANA Learning Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of these NANA Learning Terms, or violated our rights or those of a third-party in connection with your use of the NANA Learning Platform. Without limiting NANA Learning's other remedies, we will suspend, cancel or terminate your NANA Learning Account, suspend your ability to use certain portions of the NANA Learning Platform, freeze or confiscate your NANA Learning Credits (as defined in the Payment Policy) and/or ban you altogether from the NANA Learning Platform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these NANA Learning Terms or any other written policies and procedures posted on the NANA Learning Platform, including but not limited to NANA Learning Policies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for NANA Learning.   

Once suspended or terminated, you may not continue to use the NANA Learning Platform under a different NANA Learning Account or re-register under a new NANA Learning Account. This includes usage of any associated Payment Services. In addition, violations of these NANA Learning Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the NANA Learning Platform or otherwise reduce service fees owed or paid to NANA Learning under these NANA Learning Terms, you will be liable to NANA Learning for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your NANA Learning Account. NANA Learning reserves the right to terminate any Member or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files and other material you store at the NANA Learning Platform.   

13. Disclaimers   

THE NANA LEARNING PLATFORM PROVIDED BY NANA LEARNING AND THE SERVICES PROVIDED BY NANA LEARNING, ANY OF OUR LICENSORS OR TEACHERS ARE PROVIDED ON AN "AS IS," AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND "WITH ALL FAULTS", WITH THE EXPRESS UNDERSTANDING THAT NANA LEARNING MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. NANA LEARNING EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE NANA LEARNING PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE NANA LEARNING PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.   

IN ADDITION, NOTWITHSTANDING ANY FEATURE A STUDENT MAY USE TO SELECT A TEACHER, EACH STUDENT IS RESPONSIBLE FOR SELECTING THEIR TEACHER AND NEGOTIATING A CONTRACT AND NANA LEARNING DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A STUDENT ON THE NANA LEARNING PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR TEACHER. NANA LEARNING DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY TEACHER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.   

14. Limitation of Liability   

IN NO EVENT SHALL NANA LEARNING, OUR LICENSORS OR THE TEACHERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE NANA LEARNING TERMS, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU   

NOTWITHSTANDING ANY OTHER PROVISION OF THESE NANA LEARNING TERMS, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE NANA LEARNING PLATFORM PROVIDED UNDER THESE NANA LEARNING TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.   

15. Indemnification   

You agree to indemnify, defend and hold NANA Learning harmless, including against all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the NANA Learning Platform, (ii) your decision to submit postings and accept offers from other Member, (iii) any breach of contract or other claims made by Members with which you conducted business through the NANA Learning Platform, (iv) your violation of these NANA Learning Terms, (v) any products or services purchased or obtained by you in connection with the NANA Learning Platform, (vi) any liability arising from the tax treatment of payments to Teachers, (vii) any negligent or intentional wrongdoing committed by you on or through the NANA Learning Platform, (viii) any infringement by you, or any third party using your NANA Learning Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Teacher or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as a Teacher or to a Teacher. NANA Learning reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify NANA Learning and you agree to cooperate with NANA Learning’s defense of these claims. You agree not to settle any such matter without the prior written consent of NANA Learning. NANA Learning will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.   

16. Suspension, Termination or Cancellation   

16.1 Termination By You   

You may terminate these NANA Learning Terms at any time by closing your NANA Learning Account, discontinuing your use of the NANA Learning Platform and deleting the Applications from your device. You have the right to cancel your NANA Learning Account at any time.   

16.2 Termination by NANA Learning   

We may suspend, cancel or terminate your NANA Learning Account, suspend your ability to use certain portions of the NANA Learning Platform, freeze or confiscate your NANA Learning Credits (as defined in the Payment Policy) and/or ban you altogether from the NANA Learning Platform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you, a related person, or your Employee (to the extent you are a Company) has engaged in any of the restricted conduct described in Section 11 (Restrictions) or otherwise violated or may have violated these NANA Learning Terms and/or any NANA Learning Policies, or (b) your NANA Learning Account and use of the NANA Learning Platform have been inactive for more than twelve (12) months. To the extent that you violate these NANA Learning Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the NANA Learning Platform. We are under no obligation to compensate you for any such losses.   

We reserve the right to stop making available any one or more of the NANA Learning Platform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you. Your license to the NANA Learning Platform automatically ends when we terminate access to such NANA Learning Platform. Any such action could prevent you from accessing your NANA Learning Account, the NANA Learning Platform, any NANA Learning Content, or any other related information.   

16.3 Survival   

In the event of any termination of these NANA Learning Terms, whether by you or NANA Learning, the following Sections will continue in full force and effect: Section 7 (Ownership), Section 9 (Member Content), including but not limited to NANA Learning’s right to use your Member Content, Section 10 (Restrictions), Section 11 (Links), Section 12 (Enforcement of NANA Learning Terms of Service), Section 13 (Disclaimers), Section 14 (Limitation of Liability), Section 15(Indemnification), Section 16 (Suspension, Termination or Cancellation), Section 17 (Entire Agreement), Section 18 (Assignment), Section 19 (Notices), Section 20 (Governing Law and Jurisdiction), Section 21 (Dispute Resolution), Section 22 (Feedback) and Section 23 (General).   

17. Entire Agreement   

Except as they may be supplemented by additional NANA Learning policies, guidelines, standards, or terms for a specific product, feature, service or offering, these NANA Learning Terms together with the NANA Learning Policies constitute the entire and exclusive understanding and agreement between NANA Learning and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between NANA Learning and you in relation to your access to and use of the NANA Learning Platform.   

18. Assignment   

You may not assign or transfer these NANA Learning Terms, or any rights or obligations hereunder, by operation of law or otherwise, without NANA Learning's prior written consent. Any attempt by you to assign or transfer these NANA Learning Terms without such consent will be null and of no effect. NANA Learning may assign or transfer these NANA Learning Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these NANA Learning Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.   

19. Notices   

Unless you otherwise indicate in writing to customer service in accordance with Section 24 (Contacting Customer Service), NANA Learning will communicate with you by email or by posting communications on the NANA Learning Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when NANA Learning sends the communication to the email address you have provided to NANA Learning on the NANA Learning Platform, or when NANA Learning posts such communication on the NANA Learning Platform. You must keep your email address updated on the NANA Learning Platform, and you must regularly check the NANA Learning Platform for postings. If you fail to respond to an email message from NANA Learning regarding violation, dispute or complaint within two business days, NANA Learning will have the right to terminate or suspend your NANA Learning Account.   

20. Governing Law   

20.1 For Residents Outside of the United States   

Except as otherwise specified in Section 21.2 below, any claims arising out of the NANA Learning Platform or these NANA Learning Terms will be subject to the laws of Hong Kong, without reference to conflict of laws principles.   

20.2 For Residents in the United States   

Any claims arising out of the NANA Learning Platform or these NANA Learning Terms that are brought in the United States will be subject to the laws of the State of California without reference to conflict of laws principles.   

21. Dispute Resolution; Binding Arbitration and Class Action Waiver   

READ THIS SECTION 21 CAREFULLY. THIS SECTION 21 MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.   

21.1 Informal Dispute Resolution    

Our customer service department is available as noted in Section 24 (Contacting Customer Service) to address any concerns, disputes, claims or controversies you may have regarding the NANA Learning Platform, these NANA Learning Terms or the relationship between you and NANA Learning (collectively, "Disputes"). Most Disputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.   

21.2 Dispute Resolution for Residents outside of the United States   

In the event that the parties do not agree upon a resolution in connection with a Dispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 21.1 (Initial Dispute Resolution), except as otherwise specified in Section 21.3 (Dispute Resolution for Residents in the United States) below, you and NANA Learning expressly agree that any claim or action arising out of or relating to NANA Learning Platform or these NANA Learning Terms shall be submitted by any party to be finally resolved by arbitration by written notice to the other party. The arbitration shall be conduced in Hong Kong under the auspices of the Hong Kong International Arbitration Center ("HKIAC"). The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the arbitration rules of the HKIAC in effect at the time of the arbitration.;   

21.3 Dispute Resolution for Residents in the United States   

If you are domiciled in and/or use the NANA Learning Platform in the United States, this Section 21.3 applies to you.   

Agreement to Arbitrate. If the parties do not agree upon a resolution in connection with a Dispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 21.1 (Initial Dispute Resolution), then either party may initiate binding arbitration as the sole means to formally resolve claims (the "Agreement to Arbitrate"), subject to the terms set forth below. Specifically, all Disputes shall be finally settled by binding arbitration administered by the American Arbitration Association (the "AAA"). The arbitration proceedings shall be governed by AAA’s Commercial Arbitration Rules (the "AAA Rules") and, where appropriate, AAA’s Supplementary Procedures for Resolution of Consumer-Related Disputes (the "AAA Consumer Rules"). This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act shall apply to the interpretation, applicability, enforceability and formation of these NANA Learning Terms notwithstanding any other choice of law provision contained in these NANA Learning Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these NANA Learning Terms, including without limitation any claim that all or any party of these NANA Learning Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.   

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.   

The AAA Rules and the AAA Consumer Rules are both available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited in arbitration than in court.   

Location. The arbitration will take place at any reasonable location within the United States convenient for you.   

Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND NANA LEARNING AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR NANA LEARNING’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this subsection is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Disputes.   

Exception – Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all Disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the NANA Learning Platform under this Agreement. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.   

30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Section 21.3(i) (Agreement to Arbitrate), Section 21.3(ii) (Location) and Section 21.3(iii) (Class Action Waiver) above by sending written notice of your decision to opt-out pursuant to Section 19 (Notice). The notice must be sent within 30 days of your first access or use of the NANA Learning Platform; otherwise you will be bound to arbitrate Disputes in accordance with the terms of those Sections. If you opt-out of these arbitration provisions, NANA Learning also will not be bound by such provisions.   

22. Feedback   

By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against NANA Learning and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.   

23. General   

The failure of NANA Learning to enforce any right or provision of these NANA Learning Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of NANA Learning. Except as expressly set forth in these NANA Learning Terms, the exercise by either party of any of its remedies under these NANA Learning Terms will be without prejudice to its other remedies under these NANA Learning Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these NANA Learning Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these NANA Learning Terms will remain in full force and effect.   

24. Payment Policy  

This payment policy ("Payment Policy") governs the Payment Services (as defined in the NANA Learning Terms) provided by NANA Learning to you. Capitalized terms (including the term "NANA Learning") used but not defined in this Payment Policy have the meanings ascribed to such terms in our Terms of Service, which is available at nanalearning.com (the "NANA Learning Terms").  

1. Key Terms for Payment Services  

"NANA Learning Credits" means the virtual currency purchased from NANA Learning, which can be used solely on the NANA Learning Platform to purchase Teacher Services and does not have any value outside of the NANA Learning Platform. All Teacher Services on the NANA Learning Platform are paid for with NANA Learning Credits.  

"Lesson Fees" or "Package Fees" means the amounts that are due and payable by a student for confirmed language lessons that have been given by a teacher. The Teacher alone, and not NANA Learning, is responsible setting the amount of the Lesson Fees or Package Fees.  

"Service Fees" means the fees NANA Learning charges to the Teacher when using NANA Learning Services.  

"Student Wallet" means an account created by a student to purchase NANA Learning Credits that will be spent on the NANA Learning Platform. NANA Learning Credits in a Student Wallet can be used to pay for Teacher Services provided by Teachers, and other services offered by or through the NANA Learning Platform.  

"Payment Method" means a method or service available on the NANA Learning Platform for a Student to purchase NANA Learning Credits, such as credit card, debit card or PayPal.  

"Teacher Wallet" means an account created by Teachers to receive payment for Teacher Services.  

"Withdrawal Method" means a method or service available on the NANA Learning Platform for a Teacher to receive cash in the exchange for NANA Learning Credits, such as PayPal, and other third-party payment providers.  

2. Lesson Contract  

Upon confirmation of Teacher Services, time, and price by both the Student and the Teacher, such Student and Teacher shall be considered as entering into a contract, pursuant to which the student agrees to purchase, and the Teacher agrees to deliver, the Teacher Services (the "Lesson Contract"). You agree not to enter into any contractual provisions that conflict with the NANA Learning Terms or other NANA Learning Policies. The Student and Teacher each covenant and agree to act with good faith and fair dealing in performance of the Lesson Contract. Furthermore, the Student and Teacher each acknowledge and agree that the value, reputation, and goodwill of the NANA Learning Platform depends on their performance of the foregoing covenants and agreements. The Student and the Teacher therefore agree that NANA Learning has the right to take such actions with respect to the Lesson Contract, including without limitation suspension, termination, or legal actions, as NANA Learning in its sole discretion deems necessary to protect the value, reputation, and goodwill of the NANA Learning Platform.  

3. Financial Terms for Students  

For Students, you must use NANA Learning Credits to purchase Teacher Services from a Teacher. NANA Learning provides each Student with a Student Wallet to hold the NANA Learning Credits.  

3.1 Purchasing NANA Learning Credits  

In order to acquire NANA Learning Credits, you may use a Payment Method to pay for the desired amount of NANA Learning Credits through your NANA Learning Account. By providing NANA Learning with the required information for the applicable Payment Method, you authorize us to charge for the amounts you selected on the payment page of your NANA Learning Account. Following a successful transaction, your Student Wallet will have the corresponding amount of NANA Learning Credits. You acknowledge and agree that the NANA Learning Credit you purchased will be used to pay NANA Learning or Teacher for the services on the NANA Learning Platform. If you are a Company, NANA Learning Credit acquired by you may be allocated between the Company Employees’ NANA Learning Account.  

3.2 No Refunds on Authorized Payments  

Authorized payments are final. No refunds will be given for NANA Learning Credits purchased.  

3.3 Third Party Payment Method Fees  

When purchasing NANA Learning Credits, you may be charged additional fees by the third party that provides the applicable Payment Method. These fees are not under NANA Learning's control, and NANA Learning disclaims all liability in this regard. Whatever Payment Method you use may be subject to additional terms and conditions, which we recommend that you review before using such Payment Method.  

3.4 Cancelled Lesson Requests  

If a Lesson Request is cancelled by the Student, declined by the Teacher,  you will receive a 100% refund in the form of NANA Learning credits to the student’s student wallet.  

3.5 Confirmation of Lessons  

As a student, when you confirm a Lesson was successful, you confirm that the Teacher has completed the applicable Teacher Services fully and satisfactorily, and you are instructing NANA Learning to transfer the applicable NANA Learning Credits from your Student Wallet to the Teacher’s Teacher Wallet.  

3.6 Feedback and Ratings on Lessons  

As a student, when you confirm a Lesson was successful, you may be asked to leave feedback and a rating for the Teacher. Leaving feedback or a rating is optional. However, if you do so, you agree that your feedback must be genuine and honest, and will not commit fraud, spam, insult, harass, threaten, or otherwise misuse the feedback system.  

You agree to report violations or abuses of our rating and feedback system by contacting Customer Service and agree not to take any actions that undermine the integrity of the feedback system.  

4. Financial Terms for Teachers  

For Teachers, you must use NANA Learning Credits to receive payment for Teacher Services from Students. NANA Learning provides each Teacher with a "Teacher Wallet" to hold the NANA Learning Credits and to convert NANA Learning Credits to cash.  

4.1 Accepting Lesson Requests  

Teachers will receive requests for Lessons from Students ("Lesson Requests"). By accepting a Lesson Request, you agree to provide the Lesson to the Student at the date and time as described in the applicable Lesson Request. You can choose to decline any Lesson Request. If you do not respond, the Lesson Request will automatically accept.  

4.2 Cancellations of Lesson Requests   

As a teacher, you acknowledge and agree that NANA Learning may in its sole discretion cancel a confirmed Lesson Request pursuant to NANA Learning Terms and other NANA Learning Policies. You further acknowledge and agree that NANA Learning and the relevant Student will not have any liability for such cancellations or refunds.  

4.3 NANA Learning Commission Fees  

NANA Learning collects commission fees when successful completion of a Lesson is confirmed by the student. For each successfully completed Lesson, the commission is 12% of the total cost of such Lesson/Class/Course ("Commission Fee"). The Commission Fee will be deducted upon the transfer of NANA Learning Credits to the Teacher's Teacher Wallet.  

The balance shown in the Teacher Wallet is the full balance after all fees have been deducted. Amounts may be rounded up or down as described the "Rounding Off" section below.  

To the extent any refunds are issued to a Student, no Commission Fees will be charged to the Teacher with respect to NANA Learning Credits that are refunded back to the student.  

4.4 No Circumvention of Commission Fees  

Teachers shall not to engage in any action or activity meant to circumvent the Commission Fees, with such actions or activities including, but not limited to, the following: (i) suggesting, soliciting, or accepting payment outside of the NANA Learning Platform, or by other means other than through the Payment Services; or (ii) reporting or listing an inaccurate price for a Lesson on the NANA Learning Platform, or charging a fee for a Lesson that is different from the amount agreed between Student and Teacher.  

4.5 Withdrawal of Funds  

When withdrawing NANA Learning Credits, you may be charged additional fees by the third party that provides the applicable Withdrawal Method. These fees are not under NANA Learning's control, and NANA Learning disclaims all liability in this regard. Whatever Withdrawal Method you use may be subject to additional terms and conditions, which we recommend that you review before using such Withdrawal Method.  

4.6 Withholding or Delaying Disbursement of Funds  

If NANA Learning determines that a Teacher's actions may have resulted or will result in a significant number of disputes, refunds or other claims from Students who purchased such Teacher’s Lessons, NANA Learning reserves the right to delay or stop the disbursement of all funds accrued in such Teacher's Teacher Wallet. If NANA Learning reasonably concludes that a Teacher has violated the NANA Learning Terms or other NANA Learning Policies, NANA Learning may refuse to disburse the funds accrued in such Teacher's Teacher Wallet and debit such funds from the Teacher Wallet.  

4.7 Rounding Off  

NANA Learning may, in its sole discretion, round up or round down amounts that are payable from or to Teachers or Students to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar); for example NANA Learning may round up an amount of $101.50 to $102.00, and may round down an amount of $101.49 to $101.00.  

5. Taxes  

Teachers shall be solely responsible for determining their applicable tax related duties in connection with the income obtained from their Teacher Services, and shall also be solely responsible for remitting to the relevant authority any applicable taxes that need to be paid. NANA Learning cannot and does not offer tax-related advice to any Members.  

6. NANA Learning Credits Policies  

6.1 NANA Learning Credits are not Bank Deposits  

You acknowledge that: (1) NANA Learning is not a bank, and Student Wallets and Teacher Wallets are a payment service rather than a banking service; and (2) NANA Learning is not acting as a trustee or fiduciary with respect to your funds, but is acting only as an agent and custodian. (3) NANA LEARNING IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN STUDENT WALLETS OR TEACHER WALLETS ARE NOT INSURED DEPOSITS.  

6.2 NANA Learning Credits Expiration Policy  

NANA Learning Credit Expiration Policy NANA Learning Credits in a NANA Learning Account will be valid for so long as the Member remains active on NANA Learning. If any Member’s NANA Learning Account has been inactive for any reasons, the credits will be expired and no refund .  

6.3 Foreign Exchange Risk  

NANA Learning Credits are tied to US Dollars. NANA Learning is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is NANA Learning responsible for currency fluctuations that occur when receiving or sending payment via third party payment services when purchasing NANA Learning Credits or withdrawing an NANA Learning Credit balance.  

6.4 NANA Learning Credits Limitations  

NANA Learning Credits are valid only when purchased on the NANA Learning Platform or through authorized NANA Learning partners. NANA Learning Credits in the form of NANA Learning gift cards or vouchers cannot be resold or redeemed for cash. NANA Learning Credits redeemed from gift cards or vouchers purchased through unofficial sources or channels are subject to cancellation without notice.  

7. NANA Learning's Rights Regarding NANA Learning Accounts and Funds  

7.1 Security and Financial Fraud  

As a security measure, NANA Learning may impose transaction limits on some or all Students and Teachers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will impose these limits before any services are rendered if we determine it is necessary for security reasons or the prevention of fraud.  

NANA Learning reserves the right to void NANA Learning Credit purchases if purchases are found to be fraudulent. This includes NANA Learning Credits that have been redeemed from fraudulent NANA Learning gift card purchases.  

7.2 Reservation of Rights for Erroneous Transactions  

NANA Learning reserves the right to seek reimbursement from any Teacher or Student, if NANA Learning, in its sole discretion, determines that erroneous or duplicate transactions have occurred. NANA Learning may obtain such reimbursement by deducting from future payments owed to such Teacher, by reversing any NANA Learning Credits to such Teacher's Teacher Wallet, or by seeking reimbursement from such Teacher by any other lawful means.  

7.3 Prohibition on Friendly Fraud  

"Friendly Fraud" is when a person initiates a fraud dispute with a payment provider, claiming that their credit card (or other payment method) was not intended to be used. Because NANA Learning does not offer refunds, users that disagree with the policy have tried to use Friendly Fraud to receive a refund.  

This type of behavior is illegal and prohibited by all payment providers. NANA Learning also strictly opposes Friendly Fraud. If Friendly Fraud is discovered, the Student's NANA Learning Account and Student Wallet will be deactivated, purchased credits will be confiscated, and the student will be noted as a financial security risk.  

In the case of honest mistakes, NANA Learning can reverse the transaction. We strongly advise Students to contact NANA Learning Customer Service to resolve any financial disputes.  

8. Prohibitions  

In addition to complying with the restrictions regarding improper use of the NANA Learning Platform described in Section 11 (Restrictions) of the NANA Learning Terms, you understand and agree that you are solely responsible for compliance with any applicable laws, rules, regulations, and tax obligations that may apply to you in connection with the use of the Payment Services. In addition, you may not, and you agree that you will not:  

Violate any local, state, provincial, national, or other law or regulation, or any order of a court, such as money laundering and internet fraud or theft.  

Use the Payment Services for any commercial or other purposes that are not expressly permitted by this Payment Policy.  

Use the Payment Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, personal contact information or credit, debit, calling card or account numbers, or photographs of others without their permission.  

Register any Payment Method or Withdrawal Method with your NANA Learning account that is not yours or you do not have authorization to use;  

Attempt to probe, scan, or test the vulnerability of any NANA Learning system or network or breach any security or authentication measures;  

Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by NANA Learning or any other third party (including another Member) to protect the Payment Services;  

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Payment Services to send altered, deceptive or false source-identifying information;  

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Payment Services;  

Use credit cards or other payment methods fraudulently;  

Advocate, encourage, or assist any third party in doing any of the foregoing.  

NANA Learning has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in this Payment Policy, NANA Learning may take a range of actions against you, including but not limited to limiting access to your NANA Learning Account and any associated Payment Services, for a violation of this Payment Policy.  

9. Teacher – Student Dispute  

In the event of a disagreement between a Teacher and a Student, NANA Learning encourages the Teacher and Student to communicate directly and attempt to resolve the disagreement. If a Teacher and Student are unable to resolve a disagreement and NANA Learning is asked to mediate, NANA Learning may request that the Teacher and Student both provide communication records regarding the dispute, which should show all key relevant information including the time, date and communication details. Although NANA Learning will attempt to evaluate the dispute on an impartial basis, NANA Learning will have the authority to resolve the dispute in its sole discretion, and NANA Learning’s resolution of the dispute will be final. As a result, NANA Learning shall have the right, in its sole discretion:  

To transfer credits, offer a refund, or reverse a transaction.  

To designate who shall bear the Commission Fee resulting from any such actions.  

25. Teacher Policy  

If you want to offer Teacher Services on the NANA Learning Platform, you must read and agree to be bound by these policies for Teachers("Teacher Policy"). Capitalized terms(including the term "NANA Learning") used but not defined in this Teacher Policy have the meanings ascribed to such terms in our Terms of Service, which is available at nanalearning.com (the "NANA Learning Terms").  

If you do not accept this Teacher Policy in full, you are not authorized to teach on the NANA Learning Platform and you are not eligible to receive any benefits from NANA Learning for any Teacher Services you provide.  

This Teacher Policy is designed to encourage the highest standards of Teacher behavior in their relationships with Students by setting clear expectations, and to provide the principles to guide Teachers in their daily conduct when providing Teacher Services and interacting with Students。 However, our Teachers come from all over the world and are thus accustomed to a variety of different cultural norms. As a result, this Teacher Policy attempts to adopt universally accepted standards of respect and tolerance. This Teacher Policy does not attempt to address every potential situation that could arise when Teachers interact with Students on the NANA Learning Platform, but instead provides principles for ethical and professional behavior that can serve as guidance regarding NANA Learning expectations.  

1. Teacher Registration and Service Description  

1.1 Teacher Registration  

In order to become a "Teacher", you must first submit a complete application together with a copy of your passport or other official identification card issued by the applicable government authorities through the NANA Learning Platform("Teacher Application"). Your completed Teacher Application will be evaluated by NANA Learning for approval. If your Teacher Application is approved, your Member status will be changed to "Teacher", you will have the ability to create and manage a Teacher profile on the NANA Learning Platform, and you can begin providing "Teacher Services", including offering and providing paid lessons("Lesson") to students.  

To the extent permitted by applicable law, NANA Learning may obtain(i) background check reports from public records or through third party venders regarding matters such as criminal convictions or sex offender registrations, and/or(ii) identity verification check reports. As a condition of applying to become a Teacher, you agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports. In order to obtain such identity verification check reports, you further agree and authorize us to provide the copy of your passport or official identification card you submitted with a third party vender, such as Sum＆Substance.  

1.2 Teacher Services Description  

All Teachers must create a description of their Teacher Services on the NANA Learning Platform. When creating the description of your Teaching Services, you agree to the following:  

Write a specific, detailed service description with clear teaching scope and Lessons;  

Set expectations that you can meet or exceed;  

Do not offer services with the intent to commit fraud, provide services other than those outlined in your description, or offer any services in exchange for positive feedback or at no cost;  

Do not advertise any third-party teaching service, platform, software, or application; and  

Do not include any personal contact information, including but not limited to, email, telephone number, or social media account number.  

2. Teacher Services Guidelines  

2.1 Teacher Service Request  

Once you receive a Teacher Service request from a Student, you agree to the following:  

Use the NANA Learning Platform to manage all Teacher Service requests from Students;  

Respond promptly to all Teacher Services related communications, whether from a Student or from NANA Learning;  

Maintain a record of all important details of the communication between you and the Student. For the avoidance of doubt, communication may be conducted via emails, instant messages, telephone or in-person conversations, and important details generally includes information related to the scope of your Teacher Services, your time frames and availability to provide any Teacher Service, your price, your feedback to Student, any schedule changes, any delay of providing your Teacher Service, and completion of Lessons; and  

Respond to all Teacher Services requests with accept, decline, or propose a time/date change. Do not ignore Teaching Service requests and allow them to expire.  

2.2 Lesson Policy  

All Teachers are expected to comply with the following policies when providing a Lesson:  

Commit to your scheduled Lesson. A confirmed Lesson is a commitment you make with a Student. Reschedule or cancel as a last resort and only after you have communicated this with your Student. If you know you will be away and unable to respond to Students for a certain period, take the responsibility to notify your Students of your absence and update the availability information on your NANA Learning Account profile accordingly.  

Make records. Teachers should maintain a record of all important details of communications with the Students pursuant to Section 2.1(3). If there is a dispute between Teacher and Student, NANA Learning will request both Teacher and Student to provide evidence in the format of screenshots, and such screenshots shall contain all information related to such dispute, such as the date, time and other communication details.  

Start Teacher Services on time. Teachers should start any Lesson at the time scheduled with the Student, and should initiate contact with the Student, particularly with a first-time Student.  

Connect with the Student. Teachers should connect with their Students on the agreed communication platform well before the scheduled start time for the Lesson. Don’t wait until the last minute.  

Waiting for a late Student. If a Student is late for a scheduled Lesson, the Teacher should wait for the Student until the end of the period for the scheduled Lesson. The Teacher should be available to start the Lesson at any time during the scheduled period for the Lesson. The Teacher is not, however, required to make up for lost time due to the Student's late arrival.  

End Lesson on time. Teachers should politely let Students know that their lessons are ending by reminding them before the end of the Lesson time period. You may politely tell the Student that you need to prepare for an upcoming Lesson with another Student.  

Rescheduling a Lesson due to Student’s absence. If a Student fails to attend a Lesson and requests to reschedule the class, it is the Teacher decision to agree or reject.  

2.3 Cancellation and Rescheduling  

If you will be unable to provide your Teacher Services at the time previously agreed between you and a Student, you agree to (i) immediately inform the Student that you are unable to provide your Teacher Services at the scheduled time, and provide the Student with an explanation; and (ii) immediately inform NANA Learning customer service. If you were unable to inform the Student in advance due to an emergency, you are required to give an explanation to the Student as soon as you are able to do so.  

After obtaining the consent from the Student, a Teacher may cancel or reschedule any scheduled Teacher Service (including a Lesson) at any time that is more than 24 hours before such Teacher Service is scheduled to start. Canceling or rescheduling a Teacher Service must be handled through the NANA Learning Platform, and by following the cancellation and rescheduling process.  

Except in the rare case of true emergencies, no Teacher Service (including a Lesson) may be cancelled or rescheduled by a Teacher or Student within 24 hours of the start time for such Teacher Service.  

2.4 Payment and Feedback  

After you provide any Teacher Services, you agree to the following:  

Use the NANA Learning Payment Service to handle all financial matters related to your Teacher Services; and  

Provide helpful, objective, balanced feedback for the Student.  

2.5 Additional Guidelines  

You also agree the following additional guidelines in connection with providing your Teacher Services on the NANA Learning Platform:  

Maintain the privacy of NANA Learning Students pursuant to the NANA Learning Privacy Policy, including refraining from requesting any personally identifiable information from Students, such as birth date, age, government issued identification number, phone number, or home address;  

Maintain the privacy of your own personal information, including details related to your Teacher Wallet (as defined in the NANA Learning Payment Policy);  

Maintain records of all invoices and payments in connection with your Teacher Services;  

Cooperate with NANA Learning in any anti-fraud actions and in resolving any disputes; and  

Report any violation of the NANA Learning Terms or any other NANA Learning Policies, including misuse of ratings and feedback.  

3. Service Standards  

3.1 Be Culturally Sensitive  

Respect the values and traditions of your Students. Unless specifically requested by the Student, please avoid asking about the following:  

Your Student’s personal life. For example, do not ask a Student whether he or she is married, or whether he or she has a girlfriend or boyfriend.  

Your Student’s political affiliations. For example, do not ask a Student whether he or she supports a particular political party or ideological view.  

Your Student’s religious affiliations. For example, do not ask a Student if he or she believes in God or identifies with a particular religious group.  

3.2 Be Patient and Polite  

Since Students come from different backgrounds and have different abilities, it is important to be patient and polite. Help them through their learning difficulties. Be encouraging, not discouraging.  

Do not berate, yell at, or insult a Student. Do not tell a Student he or she is dumb or insult their current level of ability.  

Do not use rude or offensive language with a Student. Instead, use respectful language and speak to Students with professional courtesy.  

Do not lose your temper with a Student.  

If you are not sure that whether you are able to handle a situation with composure, you are welcome to contact NANA Learning customer service for help, or to suggest that a Student contact NANA Learning customer service to resolve an issue.  

3.3 Be Professional  

Teachers must take the initiative in communicating with and managing Students. In addition to the Teacher Services guidelines described in Section 2 (Teacher Services Guidelines), Teachers are expected to provide Teacher Services in a professional manner, which includes:  

Being responsive. You should respond to messages from Students promptly. When you receive a Teacher Service request from a Student, you should respond within 48 hours OR before the start time proposed by the Student for the Teacher Service (whichever is sooner). The NANA Learning Platform will send you notifications when a Student send you a message or a Teacher Service request, but we recommend that you login to your NANA Learning Account at least twice a day to check and respond to messages and Teacher Service requests.  

Actively manage your calendar and profile. Maintain your calendar to accurately reflect the times you are available to provide Teacher Services. When you login to your NANA Learning Account, you should check and adjust your time availability schedule, and update your status. Teachers who actively manage their profile will naturally attract more Students. If you plan to take time off from providing Teacher Services, update your profile accordingly so that you will be removed from active Teacher listings.  

Respect Student privacy. Recording audio or video of a Student is not permitted without the Student’s prior written or recorded consent.  

Students are paying you to teach them a new language/skills/knowledges. Do not use this time to practice the Student’s native language/skills/knowledges. Instead, give Students more speaking time.  

Provide accurate and respectful feedback. NANA Learning provides a feedback and rating system to allow Students to publicly express their opinions to their Teacher’s instruction quality. NANA Learning does not monitor, censor, or investigate feedback and rating posts unless a problem is brought to our attention. If you believe a particular Student’s feedback or rating is improper, untrue or violates NANA Learning Terms or NANA Learning Policies, please the incident to NANA Learning customer service.  

4. Violation of this Teacher Policy  

You are expected to perform any Teacher Service in a manner that satisfies the teaching standards described above and results in a consistently high level of Student satisfaction. You are in breach of this Teacher Policy, if you:  

Fail to deliver any Teacher Service for which payment was accepted;  

Fail to take reasonable efforts to resolve a dispute with a Student;  

Create unacceptable levels of Student dissatisfaction; or  

Violate any NANA Learning Terms or any other NANA Learning Policies.  

NANA Learning reserves the right to take any of the following actions at any time and in its sole discretion:  

Cancel your listed Teacher Services;  

Limit your NANA Learning Account privileges; 

Adjust your Teacher Wallet balance and/or freeze or suspend your Teacher Wallet;  

Suspend or terminate your NANA Learning Account; or  

Contact law enforcement or seek legal remedies.  

5. Teacher Content  

The terms of this section regarding Teacher Content applies to all Teachers providing Teacher Services on the NANA Learning Platform, in addition to the terms of Section 10 (Member Content) of the NANA Learning Terms. 5.1 Teacher Content Ownership  

Any articles, video or any other materials used in your Teacher Services or submitted to the NANA Learning Platform in connection with your Teacher Services, such as your introduction video (the "Teacher Content"), constitute Member Content. As a result, pursuant to this section and Section 10 (Member Content) of the NANA Learning Terms, you own the copyright to your Teacher Content, and NANA Learning does not claim any ownership rights in any Teacher Content.  

5.2 Student License to Teacher  

You hereby grant each Student who purchases your Teacher Services a right to use, view and copy your Teacher Content that you use in providing your Teacher Services to such Student solely for personal and noncommercial educational purposes. You acknowledge that all of the representations, warranties, license grants and other provisions contained in Section 10 (Member Content) of the NANA Learning Terms apply to all of your Teacher Content that you submit to the NANA Learning Platform.  

5.3 NANA Learning License to Teacher Content  

In addition to the license you grant to NANA Learning to use, view, copy, modify, distribute, publish and otherwise exploit your Member Content (including your Teacher Content) pursuant to Section 10 (Member Content) of the NANA Learning Terms, you hereby grant NANA Learning a license to use your Teacher Content (including your introduction video) and information about your Teaching Services in marketing, advertising and promotion of the NANA Learning Platform in any medium. For the avoidance of doubt, NANA Learning may publish your introduction video to NANA Learning’s official channels in third-party video hosting and streaming services, such as Youtube, VdoCipher. NANA Learning will remove any Teacher introduction videos from our official channels on third-party video hosting and streaming services upon written request from such Teacher sent to NANA Learning customer service. You also grant NANA Learning the right to use your profile name as part of our marketing, advertising and promotion of the NANA Learning Platform.  

6. Prohibitions  

In addition to complying with the restrictions regarding improper use of the NANA Learning Platform described in Section 11 (Restrictions) of the NANA Learning Terms, you agree not to, and will not assist, encourage, or enable Students or other Teachers to:  

Provide or post false, misleading, inaccurate, or plagiarized information on the NANA Learning Platform, including in your Teacher profile, course content, lesson history and feedback.  

Fail to establish or maintain your NANA Learning Teacher profile to ensure that it contains complete, accurate, and updated information.  

Provide your Teacher Services for free or in exchange for positive feedback or ratings from Students.  

Provide your Teacher Service, including offering and providing Lessons, to any "fake" Students that uses NANA Learning Account created by yourself or any third party to drive up your lesson counts and ratings in bad faith.  

Forge or alter your education background, curriculum vitae, work experience or certificates.  

Advertise or promote third party language learning services.  

Encourage or allow Students to work with you outside of the NANA Learning Platform or accept payment outside of the NANA Learning Platform. If a Student asks you to provide Teacher Services outside of the NANA Learning Platform, please remind the Student that lessons must be scheduled and paid for through the NANA Learning Platform. You can report the Student or contact NANA Learning customer support (please see: How do I report inappropriate or abusive behavior). 

In the event that you violate the prohibitions set forth in this section, NANA Learning reserves the right to immediately suspend or deactivate your NANA Learning Account. NANA Learning also reserves the right to confiscate any earned NANA Learning Credits (as defined in the Payment Policy), and you may lose access to your lesson and teaching history on the NANA Learning Platform. If you believe that others have violated these prohibitions, or if you are not sure whether any specific actions would violate these prohibitions, please contact NANA Learning customer support immediately.  

26. Contacting Customer Service   

If you wish to report a violation of these Terms, have any questions or need assistance, please contact NANA Learning customer service as follows:   

Email: info@nanalearning.com