Terms And Conditions
Welcome to Amphy’s Terms of Use. We are genuinely excited to have you aboard!
Amphy is an online marketplace, website, and platform, connecting students and tutors and providing them with billing services and virtual classroom platform for their use.
Below we have listed important legal terms that apply to anyone who uses Amphy. These terms are necessary to make our services possible and more enjoyable for everyone, as well as protect you and us. If you wish to use Amphy, you must read, comply with and agree to be bound by these Terms of Use. If you object to any of these Terms of Use, please avoid using Amphy.
General
Terms of use
These Terms of Use (the “Terms”) describe the terms and conditions that apply to your access and use of the Amphy website: amphy.com and any related sub-domain, website, social property, digital/physical asset and/or platform (the “Website” or “Platform”) operated by Adcore Inc. and /or any of its subsidiaries or affiliates (the “Company” or “Us” or “We” or “Amphy”). The Terms are an electronic agreement that sets out the legally binding terms of your use of Amphy, whether you are a registered student or tutor (“Student Member” or “Tutor Member”, each may be referred to as a “Member” or “You”), or just a visitor of our website.
Amphy is a platform designed to connect tutors and students who offer and search online lessons, to provide them with billing services and a virtual classroom platform for their use, and any other related or additional service to be provided through Amphy to the Members (the “Services”). This Agreement includes and incorporates our Privacy Policy, Refund Policy, Student’s and Tutor’s Guidelines, and any further terms and agreements of our Services, incorporated herein by reference. In addition, certain parts of the Services may have different or additional terms, standards, guidelines, or policies, as presented to you, and accepted by you, through the use of such services. If there is a conflict between these Terms and terms and conditions posted for those other services, the latter terms will take precedence in that context, as may be accordingly applied to you.
Modifications
We reserve the right to modify Amphy and any of the Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will either post the modification here or otherwise provide you with notice of the modification. By continuing to access or use Amphy after we have posted such modification, you are indicating that you agree to any such modification.
Eligibility
Membership in Amphy or use of the Services is void where prohibited. Individuals under the age of 18 can use our Services only in conjunction with and under the supervision of a Parent/Legal Guardian. If you use our Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. By using our Services, you represent and warrant that you have the right, power, and capacity to abide by all of these Terms. We reserve the right to demand from any Member to provide us with any additional information and documentation, as required to us subject to our sole discretion, for verifying its age and legal eligibility per our duties under the law.
Terms
This Agreement will remain in full force and effect while you have a Member Account or use our Services. You can always close your account and terminate your membership, whether by sending a relevant inquiry to our support team or whether by using the designated features within Amphy.
At our sole discretion, we may terminate your membership at any time through notice to your email address on file. If we terminate your membership because you have breached these Terms, you will not be entitled to any refund. We are not required and may be prohibited, from disclosing a reason for the termination of your account.
After termination, all terms that by their nature may survive termination of these Terms shall be deemed to survive such termination.
In the case a Tutor Member wishes to terminate its membership, such Tutor will be required to provide prior written notice on a net 30 EOM basis and failure to do so will result in Amphy having the right to withhold any payment due to such Tutor.
How Amphy and the Services work
We are an online marketplace for Student Members and Tutor Members. We do not endorse, hire, or employ the Tutor Members, nor are we responsible or liable for any interactions involved between them and Student Members. Our Services are separate and distinct from the services provided by the Tutor Members using Amphy. The Members are solely responsible for all interactions, conversations, and any form of communication and behavior between them. Our Services consist of three primary services:
– Marketplace services – connecting between Tutor Members who wish to market their lessons and courses to Student Members who wish to find, acquire, and participate in such lessons and courses. After registration and verification, Tutor Members are allowed to publicize themselves and create their profile, to connect and communicate with Student Members and offer them their classes, lessons and courses and other services ancillary thereto (a “Listing”). For Student Members, we provide the ability to search through the available Listings, communicate with the Tutor Members, and acquire and schedule any such class, lesson or course.
– Billing and payment services – we provide both Student Members and Tutor Members with our billing platform, allowing them to pay or receive any payment that needs to be paid by the Student Member to the Tutor Member following a purchased Listing.
– Virtual classroom services – Amphy also serves and/or facilitates the use of virtual classrooms, allowing Students Members and Tutor Members to execute any online class, lesson or course following a purchased Listing.
Unregistered users can search and review Listings. However, only registered Members can purchase, schedule, or create a Listing. We reserve the right to restrict any Services only to Members and discontinue any product or Services at will.
Amphy - Member Relationship
The Services we provide to Amphy Members are separate and distinct from the services provided by the Tutor Members. These Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you, or any of the Members, and Amphy. With respect to any Listing provided by you to any Student Member, you act exclusively on your behalf and for your own benefit. Any Listing you post is an offer you submit to other Members of Amphy, as part of your direct and exclusive relationship with such Members. Each Tutor Member undertakes to not mislead or create a false impression that he/she is endorsed by or acting on behalf or in collaboration with Amphy. Any Student Member acknowledges and agrees that Tutor Members are not employees or agents of Amphy , and operate a separate and distinct legal relationship with the Student Members. We urge all Members to use Amphy responsibly and carefully while accepting any transaction entered into with any other Member. Without derogating the above said, we may (but are not obliged to do so) supervise, control, and regulate any interaction between Members in Amphy. E.g., we might review and approve or delete any content in any Listing which does not comply with our Terms or guidelines. Similarly, Amphy’s scheduling system might automatically regulate interactions between Members, in accordance with our Cancellation and Refund Policy. We take such actions only as part of our Services – the management of the marketplace and billing services. Members are solely responsible for their interactions and communications. We reserve the right, but not the obligation, to monitor disputes and/or communications between you and other Members.
Users and Members License
Subject to these Terms as to be modified from time to time, Amphy hereby grants any Student Member and any other User who is not a Tutor Member, with a nontransferable, non-sublicensable, non-exclusive, limited right to access and use Amphy and any of the Services solely for your non-commercial, personal use.
Subject to these Terms as to be modified from time to time, Amphy hereby grants any Tutor Member with a nontransferable, non-sublicensable, non-exclusive, limited right to access and use Amphy and any of the Services, solely for offering and delivering services to potential clients (i.e., Student Members).
No materials from Amphy or any of the Services may be copied, recorded, reproduced, modified, republished, downloaded, uploaded, posted, transmitted, or distributed in any form or by any means without Amphy’s prior written consent.
All Members agree not to view, copy, or procure content or information from Amphy and any of the Services by non-automated and/or automated means (such as scripts, bots, spiders, crawlers, or scrapers), or to use other data mining technology or processes to frame, mask, extract data or other materials from any of the Services (except as may be a result of a standard search engine or internet browser usage).
We reserve the right to impose reasonable limits on your scope of access to the Services, including limits on time or information accessed or devices used to access such Services all upon our sole discretion and in accordance with the law.
Amphy and all the Services contain the copyrighted material, trademarks, and other proprietary information of Amphy, including but not limited to all content uploaded to the platform by Tutor Members and/or Student Members. All rights which are not expressly granted herein, are reserved, and shall remain, at all times, Amphy’s property including, but not limited to blog posts, Listing content, social media posts, reviews, images, videos, online lessons and courses.
You acknowledge and agree that Amphy may record videos of your lessons. By using Amphy Services, you agree and give consent for such recordings that is gratuitous, unsolicited, and without restriction. You agree that Amphy may use these recordings without fiduciary, or other obligation, and without any additional compensation.
You acknowledge and agree that Amphy has the right to use or share all Content (as defined under section 16.1 below) with any third party Amphy see fits and/or on any online or offline platform.
Registration and Membership
General – Member Account
To access and use certain features of Amphy, and to list, book, or participate in any class, lesson or course, you must become a Member and register to create an account (“Member Account”). A Member may not have more than one active Member Account. Amphy reserves the right to suspend or terminate your Member Account and your access to our Services for any reason.
Creating a Member Account
To become a Member, you will be required to go through our registration process and provide accurate, current, and complete information. The data and information provided to us through the registration process shall be stored and processed in our systems, under your Member Account and in accordance with our Privacy Policy. As detailed in our Privacy Policy, you do not have to provide us with any of your data. But in case you will not provide us with the required information, we will not be able to complete the registration form, and you wouldn’t be able to use some of the Services, including booking, purchasing and participating in classes, lessons and courses. In accordance, some of the requested information shall be marked as “Mandatory”, while the rest of the data is optional. You may edit your profile with additional information at your sole discretion. Additional information may help you to get more from the Services, for instance, finding Student Members or relevant courses. You are responsible for the safeguarding of your login data – your username and password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions performed through your Member Account, whether or not you have authorized such activities or actions.
Registration through Third-Party Accounts
You might also be able to register through the use of your accounts within third-party social networking sites (e.g. Google, Facebook, etc.) (a “TPA”). To do so, you will need to share with us your TPA login credentials or grant us with certain permissions through the relevant TPA interfaces. By doing so, you represent that you are lawfully entitled to disclose any such TPA data with us. By granting us access to any TPAs, you understand that we will access, make available, and store any applicable and accessible in your TPA. Please note that your relationship with the TPA is governed solely by your direct agreements with such TPA providers. After the registration, all the submitted data will be stored and processed in our systems under your Member Account, in accordance with our Privacy Policy.
Student Member Account
If you wish to become a Student Member in Amphy, you must go through the registration process for students and create a Student Member account (“Student Account”). First, you need to make sure that you are eligible for using our Services in accordance with the “Eligibility” section above. After the registration and creation of Student Account, Student Members can use Amphy to search, book, purchase, pay for, and participate in any class, lesson or course, or use any other Service designated for Student Members. As a Student Member, you must continually comply with these Terms and any other relevant policies and standards posted by us.
Tutor Member Account
If you wish to become a Tutor Member in Amphy, you must go through the registration process for tutors and create a Tutor Member account (“Tutor Account”). You must be at least eighteen (18) years old to be a Tutor Member. After registration and creation of a Tutor Account, Tutor Members can use Amphy to post Listings, market them, schedule lessons, receive payments for purchased Listings, use the virtual classrooms, communicate with other Members, and use any other Service designated for Tutor Members. Each Tutor Member must continually comply with these Terms and any other relevant policies and standards posted by us.
After registering with Amphy, we will create a personal Tutor Member profile , containing relevant information about the Tutor as provided by the Tutor, to be presented to other Members and Users of our Services (“Tutor Profile”).
For posting a new Listing, a Tutor will have to apply for a Listing to be approved. Acceptance for Listing is at our sole discretion, and we may remove Listings from our Services at any time for any reason. Any Listing you post (i) must not breach any agreements you have entered into with anyone, including these Terms; and (ii) must contain accurate, current, and complete information. If your Listing is approved, you must honor all terms and conditions of the Listing, these Terms, and any of our additional relevant policies and standards.
Tutors Verification
As part of the Services, we require all Tutors to pass a verification process, designated to approve his identity, as well as suitability to Amphy’s Services, and the Listings posted by him (the “Verification”). As part of that, and upon our sole discretion, we might require the Tutor to provide us with specific documentation and information such as but not limited to personal identification documentation, professional certifications, proof of professional insurance. We do reserve the right, but not the duty, to cease the membership of any Tutor, which does not answer Amphy’s requirements or does not pass Verification, upon our sole discretion, and in accordance with the law. However, We may not control and are not responsible for any information provided by any Tutor. Furthermore, we do not endorse or make any representations or warranties regarding the reliability of the Verification or Tutors themselves.
Notifications & Communication
Amphy will communicate with all its members by email, regular mail or by posting communications on Amphy’s Website, at its sole discretion. All Members consent to receive communications from Amphy electronically and agree that these electronic communications satisfy any legal requirement that such communications be in writing. All Members will be considered to have received a communication when Amphy has sent it to the email address the Member has provided to Amphy on Amphy’s Website, or when we post such communication on Amphy’s Website. All Members should keep their email address updated on Amphy’s Website, and should regularly check Amphy’s Website for postings. If a Member fails to respond to an email message from Amphy regarding violation, dispute or complaint within 2 (two) business days, we will have the right to terminate or suspend such Member’s use of the Services. All notices to Amphy intended to have legal effect concerning this Agreement must be in writing and delivered either in person or by means evidenced by a delivery receipt, to the following address: 100 King St W, Suite 1600, Toronto, Ontario M5X 1G5.
Amphy may send marketing materials and notifications in its sole discretion to its Members and by opening a Member account each Member approves to receive such communications. To stop receiving specific communications from Amphy, a Member may submit a request to us in order to change the types and frequency of such communications.
Pricing and Billing
The price of classes, lessons and courses on Amphy is determined by the Tutor Members in accordance with these Terms and our policies, and presented in each Listing (the “Listing Price”). Listing Prices will be agreed directly by and between the purchasing Student Member and the selling Tutor Member at the time of booking a Listing.
Notwithstanding the above, Amphy reserves the right to run promotions, special events and special pricing such as social pricing, concerning the Services and adjust the Listing Prices accordingly (“Adjusted Listing Price”). All Members are obliged and expected to honor the bookings with any Adjusted Listing Price.
Listing Prices are agreed to at the time of payment for the number of classes, lessons and courses purchased. Listing Prices vary by Tutor Member and lesson type and are subject to change at any time. Refunds are not provided for acts taken in violation of the Terms or for technical failures, power outages or unreliable internet connections beyond our control.
As part of the scheduling and purchasing of any Listing, we will provide the Members with billing services allowing the execution of the agreed transaction (between the Student Member and Tutor Member). As part of that, the Student Member will authorize us to charge his debit or credit card or any other supported payment method with the relevant Listing Price (using external clearing and payment services).
Amphy will collect the Listing Price, and transfer the funds to the relevant Tutor Member Account, after deducting Amphy’s Platform fee (the “Platform Fee”), in accordance with these Terms and other agreements between us and the Tutor.
The Listing Prices might be updated or changed at any time by the Tutor or Amphy without prior notice before the new Listing Prices become effective. Such changes will not affect any pre-schedule or purchase made before the date upon which the Listing was updated with the new Listing Prices.
The Listing Prices and currency might differ between different Members in accordance with the location where a Member created his/her account. If a Member is not logged into his/her Member Account, the currency is based on the country of location.
Taxes. Listing Prices do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (the “Taxes”). Each Member is responsible for paying all Taxes associated with purchases and transactions under this Agreement. Notwithstanding the above, if Amphy is legally required to pay or collect any Taxes on a Member’s behalf, Amphy will deduct such Taxes and/or invoice the Member and the Member will pay the invoiced amount.
The Member will indemnify and hold Amphy harmless against any and all claims by any tax authority for any underpayment of any Tax, and any penalties and/or interest thereon.
Except for otherwise provided in these Terms, including our Cancellation and Refund Policy, Listing Prices are final and non-refundable.
Cancellation and Refund Policy
If a Listing you purchased is not what you were expecting, you can request us to refund and cancel your purchase. We will review each cancelation request per the following terms, and in relevant cases, to Our sole discretion, we will cancel the purchase and grant a refund.
Future lessons which did not occur yet – We will refund any future and unused lessons and courses within 90 days from the date of purchase (if you did not take any lessons), or from the last lesson taken. We would only refund the relative part of the lessons or course, which did not occur yet. Lessons scheduled to occur in less than 24 hours are not eligible for a refund, so please contact us at least 24 hours before your next lesson so we can process your request to your satisfaction.
Lessons or courses which have already occurred – Usually, such lessons can not be refunded, and we will refund you in such cases only when the merits of the case justify it, subject to our sole discretion. However, we encourage you to contact us in any such cases you are not 100% satisfied with your purchase, so we can review the case and try to assist you as we can.
All Members agree to cooperate with any inquiry or cancelation and refund process, respond to our inquiries as quickly as possible, and provide our support team with the facts and material required for us to resolve any such request.
All Members agree and accept the refund and cancellation terms herein, including Amphy’s discretion as to the sole decision-maker concerning any cancellation and refund request. Student Members agree with those terms and undertake to honor any decision made by Amphy even if their cancelation and refund request was denied. Tutor members agree with those terms and undertake to honor any decision made by Amphy even where a cancelation and refund request was accepted, meaning that the Tutor entitlement for payments is reduced.
At our discretion, if we believe you are abusing our refund policy, we reserve the right to deny your refund, ban your account, or restrict all future use of the Services. E.g., when someone applies for a refund after consuming most of a course or when someone refunds a few lessons in a row. In any such case, you will not be eligible for a refund.
Members Undertakings and Limitations
General Undertakings – any Member using the Services undertakes and agrees not to:
- Use Amphy or the Services for any unlawful purpose or in any manner which infringes any law, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, tax laws, etc.;
- Introduce viruses, worms, Trojan horses, or harmful code to Amphy, our website, or through any of Our Services;
- Provide inaccurate information through the registration process or Post false, inaccurate, misleading, defamatory, or libelous content (including personal data);
- Transmit or make public through the Services any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, related to sexual conduct or nudity, lewd, lascivious, or otherwise objectionable;
- Post content, or use the Services in a manner which, infringes any copyright, intellectual property, trademark, or trade secret;
- Express or imply that Amphy or we endorse or directly involved in any Listing or offer made by the Member, without our prior written consent;
- Circumvent or manipulate our fee structure, the billing process, or fees owed to Us or the Tutor;
- Fail to deliver payment of any Listing Price, or fail to provide any subscribed Listing, unless such Listing was canceled or refunded due to our Cancellation and Refund Policy;
- Post unsolicited advertising or unlawfully promote products which are not related to the Services;
- Take any action that may undermine or manipulate the Members feedback or rating system;
- Harass, threaten or intentionally embarrass or cause distress to any individual using the Services. Such embarrassment or distress include but not limited to yelling, insult, self exposure, using the service while using, or being, under the influence of drugs or alcohol or any other inappropriate behavior;
- Adapt, alter, license, sublicense or translate the Service for your own personal or commercial use;
- Transfer your Member Account (including feedback) or login credentials to another party without Our prior written consent;
- Harvest or otherwise collect information about Users, including email addresses, without their and Our prior written consent.
Student Member Special Undertakings
Without derogating from any other obligation under these Terms, including the general undertakings and limitations above, Student Members shall, at all time:
– Honor Amphy Terms, guidelines, and any other commitment provided by the Member Student through the use of the Services;
– Pay for lessons in advance and in accordance with the pricing and billing terms and understand and comply with our Cancellation and Refund Policy;
– Manage all schedule details directly with each relevant Tutor, and participate in lessons and coursed as scheduled;
– Respect other Members and manage all communications and schedules with good faith.
Tutor Member Special Undertakings and guidelines
Without derogating from any other obligation under these Terms, including the general undertakings and limitations above, Tutor Members shall, at all time:
– Let Us handle the billing for all Listings and all students, through Amphy and per these Terms;
– Address all schedule details directly with your Member Students;
– Keep any information within your Listings accurate, full and updated;
– Avoid Listing any additional and excessive personal data on your Listings or Tutor Profile, such as your last name, phone number, email address, or links to other websites;
– Render the lessons and courses at the times and rate established at the time of scheduling;
– Mark any lesson or classes which had been completed in your Tutor Account, in order to receive payment for those lessons
– Communicate with Student Members and all Users with respect and good faith. As part of that, you will comply with all anti-harassment and non-discrimination regulations through the performance of your services.
– Avoid using recordings of the lesson given on Amphy for any commercial usage, without Amphy’s prior consent.
In addition, and considering their leading role as tutors, teachers, and instructors in Amphy, are encouraged to notify Us if your Student misses more than three (3) lessons in a row, or if your Student is having any trouble with billing that we can assist with
As a Tutor Member in Amphy, you understand and acknowledge that nothing in these Terms or your relationship with Us intends to, or shall be construed to, create a partnership, agency, employment, or similar relationship between you and us. As part of that, you acknowledge and understand that you are not entitled to any of the benefits that we may make available to our employees.
You are solely responsible for and your tax matters, including any mandatory payment to be made to any federal, state, or local tax authority concerning the services you provide through the use of Amphy and any consideration related hereto. Also, we will deduct from any compensation to be paid for you any sum, tax, or payment as required under the law.
Amphy and the Company might and shall be entitled to file any report and provide any required information about your activity in Amphy to any relevant authority, including Internal Revenue Service, in accordance with the provisions of the law.
Ratings and Reviews
Feedback reviews provided by Student Members while or after participating in classes, lessons or courses are an essential part of Amphy’s rating system. Reviews demonstrate the Student Member’s overall experience with the Tutor Members and the Services. Student Members are encouraged to communicate to the Tutor Members any concerns experienced during their class, lesson or course.
Leaving a Student Member’s feedback is a basic prerogative of a Student Member. Feedback reviews will not be removed unless there are violations of our Terms of Service and/or our Community Standards and/or other considerations of Amphy.
Members can leave a public review and submit a rating (Whether numerical, stars or any other method upon our sole discretion) regarding the classes, lessons and courses provided to them by Tutor Members as well as the participation of any Student Member in such lesson, class or course (“Ratings and Reviews”). Ratings and Reviews reflect the opinions of individual Members and do not reflect the opinion of Amphy or anyone on our behalf. Ratings and Reviews are submitted directly by the Members and are not verified by us regularly.
Ratings and Reviews may be attached to any Member profile or Listing, or elsewhere on Amphy, together with other relevant information.
Ratings and Reviews by Members must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews must comply with these Terms, and especially with Members Undertakings and Limitations, as specified herein.
It is prohibited to manipulate the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
If a Member believes that any Review and/or Rating is unjustified or violates these Terms and our guidelines, such Member should contact our support team, and we will review the case on its merits.
Tutor Members may not solicit the removal and/or alteration of feedback reviews from their Students.
Amphy reserves the right to collect reviews and rating information regarding the Student Members and in such case, the terms described above shall apply mutatis mutandis.
Limitation of Liability and Warranty Disclaimer
The services provided by Us are provided “as is,” as available, and without any warranties or conditions, express or implied. We make no representations or warranties of any kind, and assume no responsibility for, evaluating or verifying the accuracy, suitability, truthfulness or authenticity of any information contained within any Listing or of any information posted or provided by a Member. We assume no responsibility for ensuring a Member’s compliance with any applicable laws, rules, and regulations or these Terms.
We are not responsible for the conduct, whether online or offline, of any User of Our Services. Under no circumstances will We or any of Our employees, officers, agents, or affiliates be responsible for any loss or damage, including personal injury or death, resulting from any use of Amphy or the Services, any content posted on Amphy by Members, or any interactions between Members. We cannot guarantee and do not promise any specific results from use of the Services.
Some of our services may require Members to have a computer and a sustained and reliable internet connection as well as other equipment. It is your responsibility to make sure that you have all the required equipment before purchasing or booking any Listing. We do not provide refunds for technical failures, power outages, or unreliable internet connections beyond our control.
We disclaim all liability, regardless of the form of action, for the acts or omissions of other Members or Users. We cannot guarantee that each Member is at the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of our Services by persons under the age of majority in violation of these Terms. The Verification process we hold for our Tutors does not fully guarantee the accuracy and truthfulness of any of the information presented by any Tutor.
Also, it is possible that other Members or Users (including unauthorized users, or “hackers”) may post or transmit offensive or obscene materials using Amphy or any of the Services, and that you may be involuntarily exposed to such offensive and obscene materials.
It is remotely possible for others to obtain personal information about you due to your use of our Services, and that the recipient may use such information to harass or harm you. Please carefully select the type of information that you post on Amphy or release it to other Members.
The Services may include links to other websites or resources and/or the use of third party providers. We have no control over such sites, resources and third party providers. We are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Also, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such linked site or third-party service or provider.
Notwithstanding any other provision of these Terms, in no event will Our liability to you for any action or claim related to the Services, 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 the consideration collected by Us from you during the six (6) month period immediately preceding the determination of such liability. Please note that some jurisdictions do not allow for the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to Users reside or act under such jurisdictions.
Non Solicitation
Without limitation, the Services may not be used to solicit for any other business, website or service. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Service facilitated through Amphy without express written permission from Amphy. You may not use the Service to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of Amphy.
You may not contact another Member for any purpose other than asking a question related to a your own booking, Listing, or the Member’s use of the Amphy Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval; While using our Services you agree not to: solicited commercial communication Solicit any instructor or user to work with or for another company.
In case a Tutor Member or a Student Member breaches any of the obligations under this Terms, then the Tutor Member or the Student Member will be obligated to pay Amphy within thirty (30) days a special compensation of $ 20,000 USD without any actual proof of damage (“special compensation”).
Non-Circumvention
No Member shall, directly or indirectly, circumvent, initiate, solicit, negotiate, contract, or enter into any business transactions (including but not only the provision of lessons and courses) with any other Member introduced to him by us through Amphy or the Services, without our consent. This obligation shall apply through the Term of these Terms, and for 24 months following its termination. Without derogating from any other remedy available to Us, all Members agree that any such circumvention shall entitle Us with agreed damages equal to the Listing Prices we would have realized had Member not circumvented our rights under these Terms.
Insurance and health insurance
All Members are responsible for obtaining any insurance policy relevant to the services, including but not limited to: Professional Liability Insurance policy, Personal Accident Insurance policy, general liability insurance policy, health insurance policy with coverage amounts that are sufficient to cover all risks associated with the services.
Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of other Members, while using the services.
As a Member, you understand and agree that Amphy may make a claim under your insurance policy related to any damage or loss that you may have caused, or been responsible for, to any personal or other property. You agree to cooperate with and assist Amphy in good faith, and to provide Amphy with such information as may be reasonably requested by Amphy, to make a claim under your insurance policy, including, but not limited to, executing documents and taking such further acts as Amphy may reasonably request to assist Amphy in accomplishing the foregoing.
Amphy will not be responsible for any conduct or misconduct, whether online or offline, of any user of the service. Amphy will not be liable for any claim, injury or damage arising in connection with your use of the services.
Privacy
The data you provide us with, and any data relating to your purchases, Listings, interactions with other Members, Ratings and Reviews, and any other data regarding your use of Amphy, shall be processed and managed by us in accordance with our Privacy Policy. When you become a Member, you agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to our Services, such as administrative notices and service announcements or changes, or emails containing commercial offers, promotions or special offers from us. Please see our Privacy Policy for more information regarding these communications.
Confidentiality
Neither Party will disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party’s prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 14 will restrict Amphy with respect to Amphy Data or Aggregated Data. For the purpose of these Terms, Confidential Information means, among other things: (a) any software utilized by Amphy in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; (c) any term agreed between Amphy and any Tutor Member in any separate written document: and (d) any special pricing or other non-standard terms agreed to by the Parties;
Account and System Security
We are committed to protecting the security of your Personal Data, as detailed in our Privacy Policy. However, the collection, transmission, and storage of information can never be guaranteed to be completely secure. You are responsible for maintaining the confidentiality of your Member Account login information (username, password, etc.). Do not disclose your password to any unauthorized third party (you may wish to consider disabling any auto-sign in features). You take sole responsibility for any activities or actions under your Member Account, whether or not you have authorized such activities or actions. Please notify Us immediately in case you are aware of any unauthorized use of your Member Account or any other breach of security. Also, ensure that you exit from your account at the end of each session. Without derogating from any other limitation of liability per these Terms, Amphy will not be liable for any loss or damage arising from your failure to comply with this provision.
Intellectual Property, Content and Copyrights
Our Content
Amphy and the Services contain the copyrighted material, trademarks, commercial secrets, and other proprietary information of Amphy and its licensors. All Content presented in or in connection with Amphy website or platform, including but not limited to tutors syllabuses, classes descriptions, reviews, pictures and images, videos, blog articles etc., Except where such information is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
All Members have a personal, non-transferable, non-exclusive right to access and use the Content of Amphy subject to these Terms. The “Content” means all information, videos, text, materials, images, data, links, software, or other material accessible through Amphy or Services, whether created by us or provided by another person for display on Amphy or through the Services. The Content may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes. You may view, copy, download, and print Content that is available on Amphy or through the Services, subject to the following conditions: a. The Content may be used solely for internal informational purposes. No part of Amphy or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose; b. The Content may not be modified; c. Copyright, trademark, and other proprietary notices may not be removed. Nothing contained on Amphy should be construed as granting, by implication, estoppel, or otherwise, any license or right to use Amphy or any Content displayed on Amphy, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on this Website.
Content submitted by others and other Content
Ratings and Reviews, communications, offers, part of Listings data, and other information or content made available through our Services, was not submitted or created directly by us. Therefore any such content is of its respective authors, usually the relevant Member. Such authors are solely responsible for any such content. We are not responsible or liable for the conduct of Users or for views, opinions and statements expressed in Content submitted for public display through our Website. We do not prescreen information posted online. We are acting as a passive conduit for such distribution and may not be responsible for Content. Any opinions, advice, statements, services, offers, or other information in Content expressed or made available by Users are those of the respective author(s) or Member(s) and not of Amphy. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such Content. You are responsible for ensuring that Content submitted to this Website is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from Your uploading, posting or submission of Content to Amphy. We have the right, but not the obligation, to randomly monitor Content submitted to our Website through an online discussion forum or chat room, to determine compliance with these Terms and any other applicable rules that we may establish, as well as for the purpose of Services’ improvement. We have the right in our sole discretion to edit or remove any material submitted to or posted through Amphy. Without limiting the foregoing, we have the right to remove any material that Amphy, in its sole discretion, finds to be in violation of these Terms or otherwise objectionable, and You are solely responsible for the Content that You post to this Website.
Copyrights and DMCA inquiries
We operate in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that your work has been copied or was otherwise used in a way that constitutes copyright infringement, you may notify us of such infringement via this form, or otherwise provide the following information in writing to Us: (1) the contact details of the person authorized to act on behalf of the owner of the copyright; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit Us to locate the material (including URL address); (4) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (5) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
In the event We receive notice regarding a copyright infringement related to any Member Account or User, we may block or delete or restrict it immediately or remove any content in Our sole discretion, with or without prior notice to you. In such case, under the DMCA, you may file a proper counter-notice, in which you must include: (1) your full name, address, phone number and physical or electronic signature; (2) identification of the relevant content and its location before removal; (3) a statement under penalty of perjury that it was removed by mistake or misidentification; (4) your consent to an appropriate judicial body; and (5) any other information required under the relevant provisions of the DMCA. We reserves the right to notify the person or entity providing the infringement notice at first, of such counter-notice and provide any details included therein.
User Content Transmitted Through the Service
With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. You shall retain any intellectual property rights that you hold in your User Content, and Amphy does not claim any ownership (copyright, trademark, or otherwise) over your User Content. By submitting, posting or otherwise uploading User Content on or through the Services you give Amphy a worldwide, nonexclusive, perpetual, irrevocable, fully sub-licensable, royalty-free right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content (in whole or part) worldwide via the Services or otherwise, and/or to incorporate it in other works in any form, media, or technology now known or later developed for any legal business purpose.
Indemnification and Release
In any event, you have a dispute with another Member (including, without limitation, any dispute between Members regarding any Listing or content), you hereby agree to release, remise and forever discharge Amphy and its respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, claims, complaints, demands, legal fees, causes of action, costs, proceedings, liabilities, and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or connected with any such dispute or your use of the Services. Subject to applicable law, you waive California civil code section 1542, stating: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
You agree to defend, indemnify and hold harmless Amphy, its officers, directors, shareholders, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including reasonable attorney fees) arising from (1) your violation of any term of these Terms or any other guideline or instruction provided by us to the Members; and (2) your violation of any third-party right, including any copyright, access rights, property, or privacy right, resulting from your Member account, Listing, lessons, and courses provided or consumed by you, Ratings and Reviews or any other use of the Services; and (3) any other type of claim that you and your use of the Services have caused damage to a third-party.
Governing Law and Jurisdiction; Class Action Waiver
These Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto or to the Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to the Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the internal substantive laws of the province of Ontario, Canada, without respect to, and with no derogation from, its conflict of laws principles.
Subject to any applicable law, any and all such claims and disputes shall be brought in, and you hereby consent to them being decided exclusively by a court of competent jurisdiction located in Toronto, Ontario. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded.
Subject to any applicable law, all disputes between you and Amphy shall only be resolved on an individual basis, and you shall not have the right to bring any claim against Amphy as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).
Notwithstanding anything to the contrary in this Section, 9if you are located in the United States of America, (i) the legal jurisdiction governing all aspects of the payment transaction contemplated by the Pricing and Billing section of these Terms will be the State of New York, without respect to its conflict of laws principles, and (ii) any and all claims and disputes related to such Pricing and Billing dispute shall be brought in, and you hereby consent to them being decided exclusively by, a court of competent jurisdiction located in New York, New York.
All Members agree to not use the Service to violate any applicable local, state, national or international law, or any regulations having the force of law, or any third right party rights; or to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
Using the services is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Customer Service and Support
We may provide assistance and guidance through Our customer service representatives. Telephone calls between you and Our customer service representatives may be recorded for quality assurance purposes. For any questions or request please contact us at Adcore Inc. 240 Richmond St W, Toronto, ON M5V 1V6, Canada, or by electronic mail: contact@amphy.com If We feel that your behavior towards any of our representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your Member Account and you will not be entitled to any refund of unused subscription fees.
Miscellaneous
These Terms, together with Our other guidelines and any other legal or fee notices provided to any Member, shall constitute the entire agreement between you and Amphy concerning the subject matter hereof or thereof, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Amphy and you, including those made by or between any of our respective representatives, with respect to any of the Services.
You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure, or duty of disclosure of Amphy in entering into any of these Terms.
If any provision of these Terms is deemed to be invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.
No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and Amphy’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
These Terms, and any rights granted hereunder, may not be transferred or assigned by any Member but may be assigned by Amphy without restriction including any claim Amphy may have against any User.
Amphy will not be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond Amphy’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, pandemics, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems , computer attacks (by government/nation entities or otherwise) or malicious acts on Amphy and/or any other third party provider it uses for the Services, such as attacks on or through the Internet of any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
Last modified: November 18, 2020
