Terms of Use

Welcome to Let's Do Elephant English Limited (“Company”, “we”, “our”, “us”, "The School", "Our Course, "LDEE")!

When we refer to “You”, “User”, "Student", "Teacher" or "Customer", we mean the entity you represent in accepting these Terms, or, if that does not apply, you individually. If you are accepting on behalf of your employer, your company, or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms; you have read and understand these Terms; and you agree to these Terms on behalf of the party you represent.

The Services Provided by Let's Do Elephant English Limited

Let's Do Elephant English Limited provides online English language courses. Course classification: ESL - English as a Second Language. We do not provide or issue English Language Exam certifications. The School's course material is to be used as a tool to improve Students' English knowledge as a Second Language. Tuition is made in English language only with English subtitles only without live teacher support and under the following terms:

1. Terms

By accessing this School, you are agreeing to be bound by these Terms of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this School are protected by applicable copyright and trademark law.

2. Use Licence

2.1. Permissions

Permission is granted to temporarily download one copy of any downloadable materials (ebooks are deemed downloadable, video lessons are deemed not-downloadable) on the School’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

1. modify or copy the materials;
2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
3. attempt to decompile or reverse engineer any software contained on the School’s web site;
4. remove any copyright or other proprietary notations from the materials; or
5. transfer the materials to another person or 'mirror' the materials on any other server.
6. attempt to copy any course material contained on the School’s web site.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

2.2 Restrictions

As an express condition of being permitted to access and use our website, You represent and warrant that You are not on a list of persons that bars You from receiving services under UK and U.S. laws (including, without limitation, the Denied Persons List and/or any other applicable UK and U.S. Government restrictions) or other applicable jurisdiction and are not a resident of Cuba, Iran, North Korea, Syria, Venezuela or Crimea.

2.2 Teacher - Student Use

If You are a Teacher using our courses for tuition, all Student users and all Teacher users must purchase and own their own copy of our product separately.

Permission is granted to temporarily download one copy of any downloadable materials on the School’s website for personal, non-commercial transitory viewing only. Further restrictions apply as per point 2.1 above.

2.3 User Accounts

To access or use certain features of our School, You may be required to register for an account (“Account”). For example, to enroll in a free course or other service, You will be required to create a Student Account associated with the School. When You register for an account, You agree to provide true, accurate, current and complete information and to keep Your account up to date.

2.4. Account Ownership Disputes

In the unlikely event that there is a dispute over the ownership of an account, We have the right to request additional information from You to determine ownership and settle the dispute. The information that We may request to assist in resolving ownership disputes includes, but is not limited to, the following:

-A copy of Your photo ID;

-Your business documents, including a Charter, Certificate of Incorporation, LLC

-Agreement, business license, or other documentation showing ownership of Your entity;

-Your billing information and details;

-Certified copies of your tax forms; and

-Other documentation as we deem necessary to settle the dispute

Should a dispute arise, Let's Do Elephant English Limited reserves the right determine the account ownership in its sole judgment, and the ability to transfer the account to the rightful owner, unless otherwise prohibited by law.

2.5.1. Purchases

Let's Do Elephant English as the Course provider appointed Teachable to be its Supplier for all products. You agree for Teachable to handle your purchase transaction. You will agree to provide your name, address and payment method details (credit/debit card or Paypal) to Teachable in order to complete the purchase.

2.5.2 Six Months Licence

All our courses provide 6 months access starting from the day of purchase. Students will cease to have access to all course content after the expiry date. Further, User Content may be irretrievable.

Teachable and LDEE shall not be liable to any party in any way for the inability to access LDEE Content or User Content after the expiry date.

2.6.1. Refunds

Let's Do Elephant English operates a 14-day money back guarantee, with the conditions stated in point 2.6.2 below. These refunds will be applied to the credit/debit card used for the original purchase.

After day 14 of purchase, refund requests may be approved for an additional 16 days. These refunds require extra administration, and will be processed one of two ways as follows at Our sole discretion:

1.Refunds may be made to the credit/debit card used for the original purchase, or

2. Refunds may be made to the Student's personal or business bank account.

If refunds are made to the Student's personal or business bank account, You agree to provide LDEE your international banking details, including Account name, International Bank code (SWIFT/IBAN), the currecny of Your bank account and any other banking details required for international payments. These refunds may or may not be made in the original currency, and will exclude any tax amounts charged on the original purchase. You understand and agree, that You will not make any claims over such tax amounts.

Terms under No1 and No2 above are at LDEE's sole discetion, You understand and agree that LDEE reserves the rights to choose the remittance of these refunds: at either to Your original credit/debit card or Your bank account.

After day 30 no refund requests will be approved. Customers should allow for their credit/debit card refunds to take up to 20 business days to process.

2.6.2. Refund conditions:

LDEE uses Teachable as a third party for all its payment transactions. Teachable places a portion of LDEE's sales in reserve for a period of time to cover losses, chargebacks, refunds, etc. LDEE has no control over these funds and takes no responsibility or liability of any losses if Teachable as a business fails to process Student refunds. This may affect Your statutory rights.

2.6.3. Abuse of the Refund Policy

LDEE reserves the right to refuse refunds to Students who abuse this Refund Policy. Examples of abuse include, but are not limited to, requesting refunds repeatedly, multiple times or/and in consecutive months.

2.6.4. Effect of Cancelation/Deletion

Should you wish to cancel your account, you may no longer have access to LDEE Content and/or User Content. Further, User Content may be irretrievable.

Teachable and LDEE shall not be liable to any party in any way for the inability to access LDEE Content or User Content arising from any cancelation or deletion, including any claims of interference with business or contractual relations.

3. Disclaimer

The materials on the School’s website are provided 'as is'. The School makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, the School does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall the School be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on the School’s website, even if the School or an authorized of the School has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

4.1 Further Limitations

No exam certifications are issued. The School's course material is to be used as a tool to improve Students' English knowledge as a Second Language. Tuition is made in English language only, with English subtitles only, and without live teacher support.

5. Revisions and Errata

The materials appearing on the School’s website may include technical, typographical, or photographic errors. The School does not warrant that any of the materials on its web site are accurate, complete, or current. The School may make changes to the materials contained on its web site at any time without notice. The School does not, however, make any commitment to update the materials.

6. Links

The School has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by the School of the site. Use of any such linked website is at the user's own risk.

7. Site Terms of Use Modifications

The School may revise these Terms of Use for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these Terms of Use.

8. Governing Law

Any claim relating to the School’s website shall be governed by the laws of the School Owner’s home jurisdiction without regard to its conflict of law provisions. Therefore, terms shall be governed and construed in accordance with the laws of the United Kingdom, which governing law applies to agreement without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.

9. Product Access

All products have a limited time access of 6 months from the day of purchase.

10. Bundled Products

Bundled products have a limited time access of 6 months (total) from the day of purchase.

11. Honest Pricing Policy

We reserve the right to change our prices. Any price increase will only affect new purchases.

12. Ebook

The Tenses for Everyone Ebook is designed to be printed on the following paper size: Letter. Any other paper size may affect the style and the look of the ebook.

The Tenses For Everyone Mindmap Ebook is designed to be printed on the following paper size: A4. Any other paper size may affect the style and the look of the ebook.

13. Code of Conduct

We have to set up some ground rules. Honestly, most of what we cover here should go without saying. However, it's better to be upfront about things, rather than just assume everyone knows how they are expected to conduct themselves on our Website. If You violate this Code of Conduct, we reserve the right to remove You from our Website. Whether conduct violates our Code of Conduct will be determined in Let's Do Elephant English Limited's sole discretion.

13.1 No Illegal Activity:

This is about as simple as it gets. Do not use our site for any illegal activity. Period. You are not allowed to use our site to engage in any kind of conduct that violates any applicable local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from other countries).

13.2 No Fraud:

Yes, this is probably covered in the No Illegal Activity section above, but we want to make this very clear. Fraud will not be tolerated in any capacity.

13.3 No Bad Conduct:

Do not use the our Website to transmit, distribute, send, or otherwise expose the us to viruses, worms, or any other code that may be deemed dangerous, harmful, or destructive in any manner.

13.4 No Spamming:

Seriously. No one likes spam. We don't like spam. We're pretty sure that You don't like your inbox cluttered with spam. You may not send spam to Let's Do Elephant English Limited, its employees and its owner.

13.5 Be Civil:

We mean this. Not all Creator Content is for everyone. But the one thing we can all agree on is that when we use the The School's Website, we are going to be civil and respectful to its owners and employees at all times.

13.6 No Impersonation:

Imitation is the sincerest form of flattery, but not when it comes to representing that You are a part of Let's Do Elephant English Limited. You will not impersonate anyone on Our School's Website, including Let's Do Elephant English Limited (and its employees and owner), Students. When Our Courses are used for Teacher - Student interaction, Teachers will not imply that they are a part of Our School.

14. Intellectual Property

Let's Do Elephant English Limited owns all rights to its video and Ebook content. You may download one copy of our Ebook for personal use. You will not download or in any way record our video content.

You agree not to do any of the following while accessing or using Our website:

1. license, sublicense, sell, rent, lease, or otherwise permit third parties to use your User Account without Let's Do Elephant English Limited's express written consent (this license is only for Your use and you may not assign it to anyone else without our permission). Teachers are not permitted to allow access for Students in order to use The Teacher's User Account. Each Student must purchase their own Course as stated in 2.2 above.
2. circumvent or disable any security or other technological features or measures of the Website.
3. copy, modify, create derivative works of, decompile, reverse engineer, disassemble, or otherwise attempt to discover any source code of or any elements of the Website.
4. engage in any activity that would interfere with, damage, or harm the our Website and our Products.
5. screen record Our video content.

All rights not expressly granted by Let's Do Elephant English Limited are reserved.

15. Feedback

You may choose or we may invite You to submit suggestions, recommendations, enhancement requests or other feedback about Our School (“Feedback”). By submitting any Feedback, You agree that such Feedback is gratuitous, unsolicited, and without restriction, and You grant us a royalty-free, worldwide, transferable, sub-licenseable, irrevocable, perpetual license to use or incorporate any Feedback into Our Products. We actively review Feedback for new ideas. If You wish to preserve any interest You might have in your Feedback, You should not send them to us.

16. Let's Do Elephant English Limited's General Rights in Operating Its Website

16.1 We may modify, terminate, or refuse to provide Our Services at any time for any reason, without notice.

16.2 We may remove anyone from Our website at any time for any reason, solely in Our discretion. This right is not modified by any other section of these Terms.

16.3 We reserve the right to access Your account, and User Content in order to respond to requests for technical support, to maintain the safety and security of our website, and for other legitimate business purposes, as necessary, in Our discretion.

16.4 We reserve the right to modify, suspend, or alter our refund policy, at our sole discretion.

16.5 If You close Your account, We may keep a copy of Your User Content after termination. You grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for compliance with any relevant laws and regulations and for our internal business purposes, subject to applicable law.

16.6 We reserve the right to remove You and Your User Content without warning if You violate any of the provisions of these Terms.

16.7 We have, in our sole discretion, an absolute right to modify, change, alter, suspend, or terminate any provision of these Terms without warning at any time.

17. Intellectual Property Violations

17.1 Copyright Violations

Let's Do Elephant English holds copyright over all of its course content. LDEE reserves the right to remove from its School any Students, or other parties, who are first time offenders or repeat offenders relating to any copyright violations.

Copyright violations are against the law as per the Digital Millenium Copyright Act (US), Copyright Infringement Act (UK), or any other applicable act internationally.

17.2 Trademark Violations

Let's Do Elephant English is a registered trademark. Trademark violations are against the law. Criminal trademark infringement is the unauthorized and illegal use of Let's Do Elephant English Limited's trademark to create confusion between the original and another mark.

18. Third Party Communications

By using LDEE's website, You may receive communications from our third party platform: Teachable. LDEE is not responsible for these communications and shall not have any liability in connection with them. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of Teachable communications. LDEE assumes no responsibility for verifying, and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any Teachable communications.

19. Teachable API Services

LDEE fully complies with Teachable's Terms and Conditions when using API Services. These obligations may affect Students' rights. These obligations are as follows:

19.1 The Teachable Platform encompasses Teachable APIs (“API” or “APIs”), a powerful solution that provides flexibility for LDEE to access and interact with data about its business on Teachable. APIs provide LDEE with access to school performance data related to sales, enrollments, and student engagement anytime We would like. APIs provide the ability for LDEE to build custom products for our school’s end users (“Students”).

19.2 Teachable API Features include:

Transactions API: LDEE can fetch a list of sales transactions at its schools using Transactions API, which is a collection of payment processing endpoints (Charge, CaptureTransaction, CreateRefund, and VoidTransaction) and reporting endpoints.

Hook Events API: LDEE can fetch a list of webhook events at its schools.

Enrollments API: LDEE can enroll and unenroll a Student or prospective Student in a course.

Users API: LDEE can create a new user, look up a specific user by ID, and update a user by ID.

Pricing Plans API: LDEE can fetch pricing plan details by pricing plan ID. LDEE can fetch all of the pricing plans at its school.

Courses API: LDEE can fetch all the published courses at its school. LDEE can fetch a specific course by ID. LDEE can fetch a list of its Students enrolled in a specific course.

19.3 Definitions for this Section Only: The following definitions only apply to this section of the Terms and its subsections (Section 19).

(a) "API" means the TEACHABLE API application programming interface and any API Documentation or other API materials made available by Teachable on the Platform.

(b) "API Documentation" means the API documentation described from time to time.

(c) "API Key" means the security key Teachable makes available for LDEE to access the API.

(d) "Teachable Marks" means Teachable's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Section of the Terms.

(e) "Teachable Offering" means Teachable's operating system and application software made available by Teachable on a hosted basis.

(f) "LDEE's Applications" means any applications developed by LDEE to interact with the API.

19.4. License Grant

Teachable grants LDEE a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to: (a) use the API solely for LDEE's internal business purposes in developing Our Applications that will communicate and interoperate with the Teachable Offering; and (b) display certain Teachable Marks in compliance with usage guidelines that Teachable may specify from time to time solely in connection with the use of the API and the Applications. There are no implied licenses granted under this Section of the Terms. Teachable reserves all rights that are not expressly granted. LDEE does not use the API or any Teachable Mark for any other purpose without their prior written consent. LDEE obtains an API Key through the registration process to use and access the API. LDEE does not share its API Key with any third party, it keeps its API Key and all log-in information secure, and uses the API Key as its sole means of accessing the API. LDEE's API Key may be revoked at any time by Teachable.

19.5 Additional Use Restrictions for API Services

Except as expressly authorized under the Terms, LDEE does not: (a) remove any proprietary notices from the API; (b) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (c) combine or integrate the API with any software, technology, services, or materials not authorized by Teachable; (d) design or permit Our Applications to disable, override, or otherwise interfere with any Teachable-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (e) use the API in any of Our Applications to replicate or attempt to replace the user experience of the Teachable Offering; or; (f) attempt to cloak or conceal Our identity or the identity of Our Applications when requesting authorization to use the API.

19.6 No Support; Updates

The Terms do not entitle LDEE to any support for the API. Teachable may update or modify the API from time to time and at their sole discretion (in each instance, an "Update"), and may require LDEE to obtain and use the most recent version of the API. Updates may adversely affect how LDEE Applications communicate with the Teachable Offering. LDEE is required to make any changes to the Applications that are required for integration as a result of such update at Our sole cost and expense. LDEE's continued use of the API following an Update constitutes binding acceptance of the Update.

19.7 No Additional Fees for APIs

No additional license fees or other payments will be due for API in exchange for the rights granted under the Terms. This fee arrangement is made in consideration of the mutual covenants set forth in the Terms, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, Teachable reserve the right to start charging for access to and use of the API at any time.

19.8 Collection and Use of Students' Information

LDEE and Teachable may collect certain information through the API, Teachable Offering or the Licensor Offering about Students or any of employees, contractors, or agents of LDEE's customers . By accessing, using, and providing information to or through the API or the Teachable Offering, Students consent to all actions taken by LDEE and Teachable with respect to Students' information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://teachable.com/. and Letsdoelephantenglish.com

19.9 Return of Your Data

Upon request by You made within thirty (30) days after the effective date of termination of Your use of TEACHABLE API, we will make available to You for download a file of Your Data. After such 30-day period, we shall have no obligation to maintain or provide any of Your Data and may thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

9.10 API Rate Limits

The number of API requests Teachable will permit may be limited.

20. Payment Transactions

20.1. All payment transactions are made through Teachable's Payment Gateway System. Payment queries will be dealt by Teachable's customer service. LDEE has no control over Teachable's customer service management and therefore holds no liability of any errors made by Teachable as an organisation.

a) Payment made by a Student through the Teachable Gateways shall be considered the same as a payment made directly to LDEE, and LDEE will provide the purchased services to the Student in the agreed manner as if LDEE has received the payment directly from the Student. Teachable may refund the Student in accordance with point 2.6 above.

Teachable's obligation to pay the Creator is subject to and conditional upon successful receipt of the associated payments from Students. Teachable guarantees payments to Creators only for such amounts that have been successfully received by Teachable from Students.

b) Each Student acknowledges and agrees that Teachable acts as LDEE's payment collection agent for the limited purpose of accepting payments from you on behalf of LDEE. Upon payment of the funds to Teachable, the Student's payment obligation to LDEE for the agreed amount is extinguished, and Teachable is responsible for remitting the funds to LDEE in the manner described in these Terms, which constitute Teachable's agreement with the Student. In the event that Teachable does not remit any such amounts once successfully received from the Student, LDEE will have recourse only against Teachable and not the Student directly.

20.2. Teachable places a portion of LDEE's sales in reserve for a period of time to cover losses, chargebacks, refunds, etc. LDEE has no control over these funds and takes no responsibility or liability of any losses if Teachable as a business fails to process Student refunds. This may affect Your statutory rights -as stated above in 2.6. LDEE is not responsible for the contents of Teachable terms of service and therefore LDEE is not liable for Students' financial losses in the event of Teachable failing to make a Student refund.

20.3. In the event of Teachable failing to make a refund

If a Student wishes to appoint a collections agency solely for the limited purpose of collecting a refund, the Student will agree to pay all costs and expenses including, without limitation, attorneys’ fees, legal expenses, collections agency fees, and other collections fees, incurred by or on behalf of LDEE in connection with the collection of any amounts.

21. Taxes

Sales taxes are payable in the consumers' country. LDEE imposes sales taxes as per Teachable's Terms and Conditions. These are as follows:

Please be advised that Teachable’s position on these tax matters is subject to change, without notice, and possibly with retroactive effect.

Depending on the laws of the relevant jurisdictions, LDEE Content sold by LDEE to Students through the Teachable platform for purchases of courses and other services may be subject to tax.

The rate and amount of tax imposed depends on a number of factors which Teachable considers, including (without limitation):

The identity of the Creator (LDEE) and/or Student;

The type of course or service that was purchased, and whether or not is it taxable;

The payment gateway used by the Creator (Teachable Native Gateways vs. Custom Payments Gateways); and

The shipment or delivery address of LDEE or Student, as applicable.

Teachable may request additional information from its customers, which will require You to provide certain information, such as Your legal name, tax identification number, address, phone number, e-mail address, and account information for Your bank account, as necessary to fulfill its tax obligations.

21.1 General Application of Sales Taxes in the United States

Teachable will determine whether a transaction on the Teachable Platform is subject to tax based on the applicable laws in each state. Teachable will calculate, collect, report and remit any sales taxes collected directly to the state on whose behalf the tax is imposed.

The tax rate applied to Your transaction will be equal to the combined applicable state and local tax rate which shall be determined by Teachable based on the information provided by LDEE and/or Student, as applicable.

Fees from the sale of Creator Content

For United States sales tax purposes, Teachable may be deemed to be a “marketplace facilitator” for third-party sales transacted through Teachable’s Native Payment Gateways. A “marketplace facilitator” is generally defined as the entity that owns or operates the marketplace (platform), and directly or indirectly processes transactions (including the sale of physical property, digital goods and services) on behalf of third-party sellers (“marketplace sellers”).

In the United States, marketplace facilitator laws and regulations shift the sales tax collection, reporting and remittance obligations from marketplace sellers to the marketplace facilitator. Therefore, where Teachable is deemed a marketplace facilitator, Teachable is responsible for calculating, collecting, remitting and refunding sales taxes on taxable products and services that are sold over Teachable’s Native Payment Gateways (i.e. Teachable Payments and Monthly Payment Gateway).

LDEE is able to download sales reports detailing the purchase amount and the amount of tax collected on each sale through their account dashboard.

It is possible that certain states will require additional marketplace facilitator collection (“Marketplace Facilitator Collection”) under new or existing laws. At its sole discretion, Teachable shall determine when it will undertake Marketplace Facilitator Collection with respect to a jurisdiction and LDEE authorizes Teachable to take all actions necessary to undertake such Marketplace Facilitator Collection. LDEE reasonably cooperates with Teachable and timely provides all information necessary for Teachable to accurately calculate, collect, report and remit such taxes including, but not limiting to, complying with the other provisions of this section. Teachable shall have sole discretion to specify the rate and taxability applied to the products and services sold. Teachable may undertake Marketplace Facilitator Collection for transactions in jurisdictions in which LDEE does not otherwise have a substantial nexus. Notwithstanding any other provision of these Terms, Teachable will not remit to LDEE any taxes collected as part of Marketplace Facilitator Collection.

Please refer to Teachable’s Knowledge Base article on United States Sales Tax and Teachable for a list of jurisdictions where Teachable collects tax as a marketplace facilitator.

Exceptions

Tax Exempt Organization: Students from tax-exempt organizations who purchase products or services on the Teachable platform will be required to pay sales taxes on the initial purchase. Thereafter, the Student should submit a refund request to [email protected]. The refund request should include a copy of the purchase receipt showing the sales tax paid and the Order ID, as well as a copy of the Student’s valid tax/identification number, a valid tax ID/tax certificate or other documentary proof issued by an appropriate taxing authority confirming that Teachable should not charge tax in accordance with the applicable tax laws. Teachable will issue a refund once the documentation has been reviewed and approved.

Additional Sales Tax Considerations

Teachable’s failure to collect, report and remit taxes to any governmental authority, may not relieve the Student from its sales tax obligations or liabilities within a state where applicable products and services are taxable. WE ADVISE EACH STUDENT TO CONSULT WITH ITS OWN TAX ADVISOR REGARDING THE APPLICABILITY OF THESE RULES TO THEIR INDIVIDUAL CIRCUMSTANCES.

21.2 General Application of Taxes Outside of the United States

LDEE and Student expressly acknowledge that an agreement is formed directly between LDEE and Student for the sale of LDEE Content by LDEE to the Student. Teachable is not a party to that agreement nor sets any of the terms for LDEE Content sold by LDEE to the Student.

LDEE is the supplier of the LDEE Content, Teachable is not responsible for interactions between LDEE and Students and only provides technical means through which LDEE may make its Content available to Students.

Some countries provide for special tax laws making Teachable instead of LDEE responsible for the tax obligations pertaining to LDEE Content sold by LDEE while using the Teachable Native Gateways (Teachable Payments and Monthly Payment Gateway). In this regard, please note that the tax laws of the countries where Students reside generally dictate whether such a special tax law applies making Teachable instead of LDEE responsible for tax.

Therefore, in the event a LDEE sells its Content to Students in multiple countries, different tax obligations may apply for LDEE, depending on the countries where the individual Students reside.

The Country-Specific Guidance section contains an overview of jurisdictions where tax laws apply that shift the tax obligations for LDEE Content from LDEE to Teachable in the Teachable Native Gateways model due to a deemed (by way of legal fiction) resale of LDEE Content by Teachable that applies for tax purposes only.

Teachable determines the country where a Student resides for tax purposes on the basis of information the Student enters at checkout. Where needed, Teachable makes such data available to LDEE.

1. Country Specific Guidance

Please note that Teachable is handling tax on LDEE Content sold to students only in specific situations, summarized below by country.

For further country-specific guidance, please also refer to the Knowledge based article on Digital Content Tax Handling Outside Europe and the United States.

a) European Union Value Added Tax (EU VAT)

For LDEE Content sold to Students residing in the EU, Teachable is responsible for collecting, reporting and remitting EU VAT to tax authorities if:

-LDEE sells Content while using the Teachable Native Gateways; and

-The LDEE Content is an 'Electronically Supplied Service' (ESS).

-User Content is an ESS unless LDEE has expressly confirmed, by disabling the EU VAT feature on the Teachable platform, that the Content requires live interaction between LDEE and Student.

b) AUSTRALIA, CANADA, CHILE, KENYA, MOLDOVA, NEW ZEALAND, RUSSIA, SAUDI ARABIA, and TAIWAN

For LDEE Content sold to Students residing in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Russia, Saudi Arabia, and Taiwan, Teachable is responsible for collecting, reporting and remitting tax to tax authorities.

Students located in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Saudi Arabia and Taiwan with a valid tax ID will not be charged tax at checkout.

c) MEXICO

For LDEE Content sold to Students residing in Mexico, Teachable collects, reports and remits the full general VAT rate to tax authorities in Mexico.

d) INDIA, SINGAPORE, AND MALAYSIA

For Creator Content sold by Creators to Students residing in India, Singapore and Malaysia, Teachable is responsible for collecting, reporting and remitting tax to tax authorities.

LDEE is an ESS (Electronically Supplied Service) unless LDEE has expressly confirmed, by turning on the Comment Box functionality when creating its course on the Teachable platform, LDEE Content requires live interaction between LDEE and Student.

Students located in India and Singapore with a valid tax ID will not be charged tax at checkout. 

21.3 Tax Indemnification

Notwithstanding any provision in these Terms to the contrary, You shall indemnify, defend and hold Teachable, LDEE and our affiliates and their respective officers, directors, agents and employees harmless from and against all claims, demands, suits or other proceedings, and resulting loss, damage, liability, costs, interest and expenses (including reasonable attorneys’ fees) brought by any third party or governmental claim or demand that involves, relates to or concerns federal, state, county, city, foreign or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. We reserve, and You grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by You hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.

22. Errors and Corrections

Teachable and LDEE do not guarantee that the Platform or any of our courses offered through the Platform will be error-free or otherwise reliable, nor does Teachable and LDEE guarantee that defects will be corrected or that any offerings through the Platform will always be accessible. Teachable may make improvements and/or changes to the Platform and their features and functionality at any time, and will use commercially reasonable efforts to avoid disrupting peak hours, though some downtime may occur.

We reserve the right to amend the Platform and our courses, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, Teachable may restrict access to some or all of the Platform to LDEE and Students.

23. Limitations of Liability

In running the Platform and providing the courses, Teachable and LDEE require that You understand and agree that We are not liable for a number of things, including Your breach of these Terms and losses that may result from Your use of the Platform and LDEE's website. We also require that You understand and agree that the Platform and our website is offered As Is and may not always be 100% perfect or reliable and that Teachable and LDEE don't warrant or guarantee that it will always be free of errors or defects. Any claims for damages against Teachable and LDEE will be limited to a portion of the fees You have paid us.

Our limitations of liability are as follows:

You agree that Teachable and LDEE, including their employees, officers, directors, and agents, shall not be liable for any kind of loss, injury, claim, or damages resulting from Your use of the Teachable Platform and LDEE's website.

You agree that Teachable and LDEE shall not be liable for any injuries, losses, claims, or damages that result from Your use or engagement with third party content, downloads, or communications.

Teachable and LDEE are not liable for any losses or damage caused by any viruses, distributed denial of service attacks, and any and all other malicious computer code. Malicious computer code means computer code or other mechanisms of any kind designed to disrupt, disable or harm in any manner the operation of any software or hardware or other business processes or to misuse, gain unauthorized access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command. Teachable and LDEE do not guarantee that any files available for downloading from the Platform and our website will be completely free from viruses or other harmful computer code.

The Teachable Platform and LDEE's website are provided to You on an "As Is, As Available" basis. As such, You agree to have an external method of recovering any lost data that may be uploaded to the Teachable Platform and LDEE's website.

Teachable and LDEE disclaim any warranties to the Platform , LDEE's website and the content contained therein, including warranties for merchantability, fitness for a particular purpose, non-infringement, or title.

Teachable and LDEE shall not be liable for any special, direct, indirect, incidental, punitive, or consequential damages, resulting from the use of or inability to use the Platform and LDEE's website.

You agree that Teachable and LDEE shall not be liable for any losses, injuries, claims, or damages from Your violation or breach of these Terms. You agree to indemnify, defend, and hold harmless Teachable and LDEE, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Platform and LDEE's website from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms by You or arising from or related to Your use or misuse of the Platform and LDEE's website (including, without limitation, use in contravention of these Terms, other Teachable and LDEE policies, and copyright and other intellectual property law)

You are solely responsible for ensuring that Your use of the Platform and LDEE's website complies with applicable law and does not violate our rights, including, without limitation, intellectual property rights. You assume all liability for any claims, suits or grievances filed against You, including, but not limited to, all damages related to Your use of the Platform and LDEE's website. You agree that you will not use our course content in a public presentation in any way, unless all members of the public group have purchased a copy of the course.

Loss of content of all notes made by You within our lessons section is your sole responsibility. LDEE assomes no liability for the loss of any such content.

You may not assign Your rights under these Terms without Teachable's and LDEE's prior written consent.

Should Teachable's and LDEE's limitation of liability not be applicable, Teachable's and LDEE's sole obligation to You, or any third party, for damages shall not exceed the amounts paid by You to Teachable and LDEE.

Except as set forth herein, nothing express or implied in these Terms is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity.

You agree that any cause of action or claim that You may have against Teachable or LDEE must be brought against us within one (1) year after the cause of action or claim arises. Should You not commence such cause of action or claim within this time period, it shall be barred.

24. Remedies for Violations

Teachable and LDEE reserve the right to seek all remedies available at law and in equity for violations of these Terms, including but not limited to removing Students from the Platform and LDEE's website, the right to block access to the Platform and LDEE's website from a particular IP address or other user identifier, or to refer the violation to the appropriate law enforcement authorities.

25. Communications

Teachable and LDEE may notify You of relevant information regarding the Platform, LDEE's website and Teachable Services in any of the following ways: (a) by emailing You at the contact information You provide in Your account registration, (b) by posting a notice in dashboard areas of the Platform, and (c) by posting the notice elsewhere on the Platform in an area suitable to the notice. It is Your responsibility to periodically review the Platform and LDEE's website for such notices.

26. Governing Law and Jurisdiction; Disputes and Arbitration

26.1 Teachable's Terms shall be governed in accordance with the laws of the State of New York without regard to its conflicts of laws principles. LDEE's Terms shall be governed in accordance with the laws of the United Kingdom without regard to its conflicts of laws principles.

26.2 Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to these Terms, shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.

26.3.1 Teachable: The arbitration will be conducted in New York County, New York, unless You and Teachable agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Teachable from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.

26.3.2 LDEE: The arbitration will be conducted in the United Kingdom unless You and LDEE agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing LDEE from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.

26.4 You and Teachable/LDEE agree to waive the right to trial by jury. You further agree that any proceedings to resolve any disputes shall be done solely on an individual basis and that You will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which You act or propose to act in a representative capacity.

26.5 You also agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of Teachable/LDEE and all parties to any such proceeding.

27. Privacy

Your use of the Platform and LDEE's website is subject to Teachable's and LDEE's Privacy Policy.

28. Entire Agreement; Severability of Provisions; No Waiver

28.1 These Terms of Use incorporate by reference any notices contained on the Platform and on LDEE's website, including within the Privacy Policy, and constitute the entire agreement with respect to access to and use of anything offered by Teachable and LDEE, including the Platform, LDEE's Content, Teachable Services, and any Teachable Content.

28.2 If any provision of these Terms is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability.

28.3 No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.

29. Changes to the Terms of Use

Teachable and LDEE may review and update these Terms at any time in our sole discretion and it is Your responsibility to stay informed of those changes. All changes are effective immediately when posted and apply to all uses of the Platform and LDEE's website thereafter. Your continued use of the Platform and LDEE's website following the posting of revised Terms of Use means that You accept and agree to be bound by the changes. Please check this webpage periodically for updates.

30. Titles/Headings

The headings and titles of sections to these Terms have been inserted for the convenience of reference for the parties and are for informational purposes only and shall not be deemed to be a part of the language of these Terms. Neither You nor Teachable/LDEE shall rely on, or interpret substantively, the headings when construing the meaning of each section or these Terms as a whole.

31. Gender/Plural

Whenever such wording may appear in these Terms, words in the singular shall mean and include the plural and vice versa and words in the feminine shall mean and include the masculine and vice versa.

32. Contact Us

If You have questions or concerns regarding these Terms, the Platform, Teachable Services, or User Content, You may contact Us via physical or electronic mail at the address below. Note: the Teachable office is not open to the public: Teachable, Inc. 470 Park Avenue South, 6th Floor New York, New York 10016 Email: [email protected]

LDEE can be contacted on the following email address: [email protected]