I. Introduction

By accessing or using NesoMe (“the Site”) you agree to be legally bound by these terms and conditions (the “Terms”), which shall take effect immediately on your first use of the Site. Please read them carefully they contain important information about your rights and obligations. If you do not agree to the Terms of Use, you are not authorized to use the Services and you agree to cease all such use immediately.

We may change the Terms from time to time, so you must check them regularly. Your continued use of the Site will be deemed acceptance of the updated or amended Terms. If you do not agree to the Terms of Use, you are not authorized to use the Services and you agree to cease all such use immediately.

II. Description of Services

The Site offers a marketplace for those seeking tutoring services (“Students”) to connect with those seeking to provide tutoring services (“Tutors”). The Site holds the details of Tutors who might be able to assist via a Lesson. It is solely Student’s responsibility to evaluate which Tutor is suitable. Once a Tutor is selected by the Student, a pre-paid Lesson will take place by way of the online classroom available on the Site. We do not act as agents for Tutors. We merely provide a facility whereby Students can find Tutors and hold Lessons.

Neither these Terms of Use nor use of the NesoMe website creates an independent contractor, employee/employer, partnership, joint venture, or franchiser-franchisee relationship between Tutor and NesoMe.

The parties agree that the Tutor will be an independent provider of tutoring services ("Independent Tutor") and not an independent contractor of NesoMe nor NesoMe's employee for any purposes, including, without limitation, the application of the Fair Labor Standards Act minimum wage and overtime provisions, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state income tax law, or any local income tax law, any state workers' compensation laws, and any state unemployment insurance law.

Tutor further acknowledges that NesoMe does not directly or indirectly engage Tutor to render any services whatsoever and that any engagement of the Tutor's services through the Site is undertaken exclusively by the individual who has selected Tutor through the Site to provide tutoring services.

NesoMe does not control, is not responsible for and makes no representations or warranties with respect to any user or user conduct. You are solely responsible for your interaction with or reliance on any user or user conduct. NesoMe assumes no responsibility for verifying the identity, qualifications, credentials, biographic information, licensure, and/or any other information regarding any of the users, although it may choose to take action to do so independently, in its sole discretion and solely for its own benefit.

III. Tutors’ Responsibilities

As a Tutor, you acknowledge and agree to the following:

You are at least eighteen years old and are qualified to tutor English to second language learners.

You have provided to us accurate and up to date information about yourself.

You are personally responsible for the information posted by you on the site and shall indemnify us against all and any liability incurred as a result of any false, inaccurate, incomplete or misleading information provided by you.

You will not provide to users any identifying information including, but not limited to, phone number, e-mail address, postal address or web-site address.

You will not request from any User any information that could allow the User to be personally identified including, but not limited to, phone number, e-mail address, home address, postal address, web-site address or details of any organization, school or body of which you are a member.

You are not an employee of NesoMe you are responsible for your own income tax, national insurance and any other liabilities.

You shall indemnify NesoMe against any and all losses, liabilities, costs, damages and expenses howsoever incurred by us in connection with your use of the site and your breach of any of these terms.

You agree to conduct all classes with Camera & Audio open at all times. Failure to do so will result in no points being given to you.

No material used by you in the course of a lesson will be offensive or defamatory and it will not infringe any Taiwan laws, or laws where you reside (including laws relating to copyright).

You are wholly responsible for the appropriateness and the content of any video or other material that you provides as part of a lesson.

You will participate fully and professionally in all applicable lessons.

You will be responsible for any costs and expenses related to the services provided hereunder including, but not limited to, expenses associated with preparing for and administering Sessions, materials and transportation.

You agree to use the Commentary & Discussion Suggestions to conduct your classes where provided. The only exception to this rule is when students select a Free Talk Class.

You agree to watch and or complete orientation and training materials as requested.

You agree to appear your designated online classrooms at least 5 minutes in advance of scheduled class or be counted as absent. You agree that three absences in any one month period will result in account suspension.

You agree that absent classes result in no points being given to you.

You agree to appear your designated online classrooms at least 5 minutes in advance of scheduled class or be counted as absent. You agree that three absences in any one month period will result in account suspension.

You agree to inform NesoMe via Email at least 24 hours in advance in the event of needing a cancellation by logging into your Tutor account and select the Cancellation button on the individual class. Classes cancelled less than 24 hours in advance will be considered an absence. You agree that three absences in any one month period will result in account suspension.

You agree that three cancellations within one month will result in account suspension.

You agree to conduct classes with the camera on and without any visual or audio distractions , in a professional environment and with adequate lighting and absent of audio distractions. You agree to wear professional attire at all times and to neither smoke no consume alcohol during classes.

You agree to a Probationary Period (“Probationary Period”) comprising your first 100 sessions to ensure adherence to the Terms and commitment to professionalism.

All sessions shall be recorded. Any disputes concerning session activities or lack thereof shall be resolved through mutual review of the recorded session.

IV. Class Assignments

NesoMe will endeavor to notify Tutors at minimum 30 hours in advance of your next class.

V. Money to Tutors

If you register to use the Site as a Tutor and provide Lesson Services via the Site you will be entitled to receive one (1) Point (“Point”) for each 25-minute class completed.

Points are collected at the end of each month. On the 10th of the following month we debit your collected points and exchange at a rate of NT$250 for each point you have(“Point Conversion Rate”).

In order to receive the funds from this exchange you will be required to create an account with our third party payment processor, Paypal.

You are solely responsible for ensuring that you will be able to receive money from the third party payment processor.

You acknowledge and agree that NesoMe reserves the right, in its sole discretion, to prospectively modify its Point Conversion Rate at any time. If we modify the rates, we will post the modified rates on the Site with thirty (30) days advance notice of the modification effective date or otherwise provide you with notice of the modification.

VI. Taxes

Tutor is responsible for all federal, state, and/or local tax purposes. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld by NesoMe on behalf of Tutor. Tutor understands that it is Tutor’s responsibility to pay any applicable taxes.

VII. Procedure

Provided a Student has sufficient points in his account he may select an available Tutor for a class.

Once the Lesson is complete the Tutor and the Student’s Point Accounts (“Point Accounts”)will be credited and debited accordingly.

If the Student is unhappy with any Lesson he must report his concerns to us within 72 hours of the end of the Lesson. We shall then investigate these concerns and, if appropriate, arrange a refund. Our decision in this regard is final and binding.

VIII. Points

Students agree to purchase points via our Online Purchasing Platform. Terms…

IX. Students’ Warranties

Each of the Students hereby warrants to us and to all Users that:

You will not provide any User with any information that could allow yourself to be personally identified including, but not limited to, phone number, e-mail address, home address, postal address, web-site address or details of any organization, school or body of which you are a member.

You are responsible for assessing the suitability of a Tutor based on their profile.

Your behavior will not be disruptive, offensive, abusive, unlawful, harassing, defamatory, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable in any respect.

You are not less than eighteen years of age. Students of less than eighteen years of age can only participate with the involvement of a parent or guardian.

X. Registering and Online classroom rules

In order to use the Services, you will be required to register as a user and to provide us with personally identifiable information, including potentially your name, country of residence, time zone, email address, phone number, username and password ("Credentials"). Registering for the Services is free of charge.

When you register with NesoMe and set up your account ("Account"), you: (i) agree to provide NesoMe with accurate and complete information; (ii) agree to promptly update your Account information with any new information that may affect the operation of your Account; and (iii) authorize NesoMe, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Account information or the information you provide to us related to any transactions you initiate via the Site and Services. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use.

You will be asked to create a user profile (a "Profile") in the course of registering for the Services. You may edit and update your Profile freely, and may also upload an image of yourself to use as a profile picture.

You agree that you will not permit, enable, introduce or facilitate (i) persons who do not have an Account to have access to the features of the Site and Services only made available to registered Tutors and (ii) other persons to participate in providing Lesson Services from your Account.

XI. License From You

NesoMe makes no claims to ownership of Content that you submit, post or otherwise make available to or through the Services and you continue to retain all ownership rights in such Content and the right to use your Content as you determine. However, in using the Services, you do grant to NesoMe and its affiliates a worldwide, nonexclusive, perpetual, 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 Content (in whole or part) for the purpose of enabling NesoMe to provide you with the Services.

You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit, post or otherwise make available to or through the Services.

XII. Consent to Background Check

In connection with your use of the site and services as a Tutor you acknowledge and agree that NesoMe may, in its discretion and for its own benefit, obtain information from third parties concerning your credit history, criminal history, social security verification, motor vehicle records, verification of your education or employment history, or other background checks. The cost of such an investigation will be covered by NesoMe. If requested by NesoMe, you agree to provide your written and/or electronic consent to such an investigation.

XIII. Modifications to and availability of the Site

We reserve the absolute right to alter, suspend or discontinue any aspect of the Site or the services provided through it, including access to it. Unless explicitly stated, any new features on the Site, including but not limited to the release of new services, shall be subject to the Terms.

We cannot guarantee the continued availability of any Tutor and accept no responsibility or liability for the withdrawal, removal or unavailability of the same.

XIV. Applicability of Online Materials

The Site is controlled and operated by us from locations around the world. We make no representations that the Site or any content of it is appropriate or available for use in other countries. Those who visit the Site do so on their own initiative and at their own risk.

XV. Linked Sites

We may provide hypertext links to other sites on the Internet which are operated by other people who we believe offer services and/or products which complement those offered by us. We make no representations whatsoever about any other sites which users may access through this Site or which may link to the Site. When a user accesses any other site he does so on the understanding that:

it is independent from this Site and that we have no control over the content or availability of that site; a link to any other site does not mean that we endorse or accept any responsibility for the content, or the use of, such a site; and we shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

XVI. USER-UPLOADED CONTENT

You acknowledge that you may be able to create, transmit, publish or display information (such as data, text, graphics, videos, messages or other materials) through use of the Services. All such information is referred to below as the "Content".

You agree that you are solely responsible for (and that NesoMe has no responsibility to you or to any third party for) any Content that you create, transmit, publish, display or otherwise make available while using the Services, and for the consequences of your actions (including any loss or damage which NesoMe may suffer) in connection with such Content. Furthermore, you acknowledge that NesoMe does not control or actively monitor Content uploaded by other users and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will NesoMe be liable in any way for any such Content.

You agree that NesoMe has no responsibility or liability for the deletion or failure to store any Content or other communications maintained or transmitted through use of the Services. You further acknowledge that you are solely responsible for securing and backing up any such Content.

NesoMe reserves the right (but shall have no obligation) to remove any or all Content from the Services. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from NesoMe. In the event that you elect not to comply with a request from NesoMe to take down certain Content, NesoMe reserves the right to directly take down such Content.

XVII. Disclaimer of Warranty

You expressly understand and agree that your use of the services are at your sole risk and that the services are provided “as is” and “as available.”

The company, its subsidiaries and affiliates, and its licensors make no express warranties and disclaim all implied warranties regarding the services, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, the company, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that: (a) your use of the services will meet your requirements, (b) your use of the services will be uninterrupted, timely, secure or free from error, and (c) usage data provided through the services will be accurate. NesoMe does not warrant that provision of lesson services will produce any level of profit or business for you or lead to economic benefit.

You acknowledge and agree that NesoMe does not have an obligation to conduct criminal background checks on or to interview or screen any user of the site or services, including, but not limited to, Tutors, but may conduct such criminal background checks or screening or interviews in its sole discretion and solely for its own benefit. You are solely responsible for all of your communications and interactions with tutors and other users of the site and services and with other persons with whom you communicate or interact as a result of your use of the site or services, including, without limitation, any interaction with tutors or students via the services or otherwise. You understand that NesoMe does not make any attempt to verify the statements of Tutors, Students and other users of the site or services. NesoMe makes no representations or warranties as to the conduct of Tutors, Students or other users of the site or services or their compatibility with any current or future users of the site or services. You agree to take reasonable precautions in all communications and interactions with other users of the site and services and with other persons with whom you communicate or interact as a result of your use of the site or services.

Nothing in these terms shall exclude or limit the company’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law.

XVIII. Limitation of Liability

Subject to section 15 above, you expressly understand and agree that the company, its subsidiaries and affiliates, and its licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss. These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy.

The limitations on the company’s liability to you in this section shall apply whether or not the company has been advised of or should have been aware of the possibility of any such losses arising.

Some states and jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall the company’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) exceed the total amount you have paid to NesoMe for its services in the past 12 months (this includes any service charges that NesoMe has deducted from tutor payments paid to you) or the amount of one hundred dollars ($100.00), whichever is greater.

XIX. Indemnification

You agree to hold harmless and indemnify NesoMe, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “NesoMe and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

XX. No Endorsement

NesoMe does not endorse any User and you are responsible for determining and confirming the identity and suitability of the Users interacted with as a result of your use, or use by any third party, of the Site and Services. We are not your agent or the agent of any User. We will not be responsible for any damage or harm resulting from your interactions, or those of anyone else, with Tutors or Students. By using the Site or Services, you, and any third party that may use the Site and Services under your Account, agree (i) any legal remedy or liability that you or such third party seek to obtain for actions or omissions of Tutors, Students or other third parties will be limited to a claim against the particular Tutor, Student or the third parties who caused you, or such third party, harm; and (ii) not to attempt to impose liability on, or seek any legal remedy from NesoMe with respect to such actions or omissions. In addition, NesoMe is not responsible for the use or exchange of any information or files between Users. Furthermore, NesoMe does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, legality or applicability of anything said or written by or between Users. Accordingly, we encourage you to communicate directly with others you may come into contact with as a result of your use of the Site and Services. NesoMe ASSUMES NO RESPONSIBILITY FOR VERIFYING THE IDENTITY, QUALIFICATIONS, CREDENTIALS, BIOGRAPHIC INFORMATION, LICENSURE, AND/OR ANY OTHER INFORMATION REGARDING ANY OF THE USERS, ALTHOUGH IT MAY CHOOSE TO TAKE ACTION TO DO SO INDEPENDENTLY, IN ITS SOLE DISCRETION, AND SOLELY FOR ITS OWN BENEFIT.

NesoMe is not liable for potential settlements between the Users, created in the result of using the Services or its individual services, nor is it liable for potential settlements with tax bodies appropriate for the Users, arising from cooperation between the Users. NesoMe is not liable for any damages and losses incurred by the Users arising from cooperation or interactions between the Users within the Services.

XXI. Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of Taiwan, without regard to conflict of law rules.

XXII. Term

This Agreement and the respective duties of the parties hereunder shall continue until terminated by either party in accordance with this Agreement.

XXIII. Termination of relationship

Either party may terminate this Agreement for any reason at any time.

XXIV. Severability

If any term, provision, covenant or condition of this Agreement or part thereof, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable or void term, provision, covenant or condition shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable and lawful.

XXV. General

We may assign or subcontract any or all of our rights and obligations under these Terms.

All notices shall be sent by e-mail. Notices are to be sent to us at billing@NesoMe.com. We shall send notices to Users at the e-mail address provided to us during the registration process. Notices will be deemed received 24 hours after the e-mail is sent. If a User changes his e-mail address he must notify us immediately.

If any provision or term of these Terms shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from them and shall be deemed to be deleted from them.

Any failure or delay by us to exercise or enforce any right in these Terms does not waive our right to enforce that right.

These Terms and the User’s use of the Site are governed by Taiwan law and both parties submit to the exclusive jurisdiction of the Taiwan courts.