Student Terms

1. Definitions

• 1-1. Certain terminology used in this agreement are defined as follows:
  • Ⅰ. “the Site” : the Internet Site offered under the domain http://cafetalk.com and all subdomains thereof.
  • II. “Lesson(s)”: General term including teaching or offering information, training students in conversation or performance, giving advice, etc.
  • III. “Student(s)”: Any individual registered on our Site who receives or intends to receive lessons through our services.
  • IV. “Tutor(s)”: You or any individual registered on our Site who offers or intends to offer lessons through our services.
  • V. “Lesson Agreement”: An agreement made between a Tutor and a Student governing the terms of the lesson.
  • VI. “Lesson Fee”: The price of the lesson which the Student pays to the Tutor through the Company.
  • VII. “Matching Service”: Services offered through the Site which facilitates the exchange of lesson agreements.
  • VIII. “the Service” or “our Service(s)”: the totality of services including the Matching Service provided through the Site.
  • IX. “Matching Fee”: The price of the matching fee that the Student pays to the Company.
  • X. “Service Fee”: The sum of the Lesson Fee and matching fee.
  • XI. “Points”: An internal currency unit used for paying the service fee. Students may purchase points in exchange for fixed, predetermined amount of money.
• 1-2. Services provided through our Site include the following:
  • Ⅰ. Student services aimed at facilitating the search, and management of lessons and also to facilitate the exchange of lesson agreements.
  • II. Matching service
  • III. Counselling and advice related to the services above.
  • IV. Lesson services for Students.
  • V. Distribution of information related to but not limited to; campaigns, services and updates sent through email.
  • VI. Tutor services aimed at facilitating the exchange of lesson agreements and management of lessons.
  • VII. Other services deemed appropriate by the Company.

2. Application of this Agreement

• 2-1. This agreement applies to use of services by Students.
• 2-2. Aside from this agreement, the User Terms, any other regulations on our Site and any notices sent to Students (hereinafter referred to as the “Terms of Use”) will be treated as part of this agreement.
• 2-3. If any of the previously stated Terms of Use differs in content, precedence will be taken in the following order: the said notice, the said regulations, Terms of Usage and the Agreement. Also, if the contents of the notice on the website are different from any other received notice, the latest notice will be applied.
• 2-4. The terms governing Tutors’ use of the Site and its services will be governed in a separately defined “Tutor Terms” (hereinafter referred to as the “Tutor Terms”).
• 2-5. Japan Standard Time will apply to any time or date indicated in this agreement.

3. Notifications from the Company

• 3-1. The Company shall communicate any information it deems appropriate to Tutors using emails, attachments and notifications posted through the Site or by whatever means appropriate.
• 3-2. In the event the above mentioned notifications are sent through Site postings, , emails or attachments they will be deemed effective from the time they are sent or posted unless stated otherwise.

4. Qualifications Needed to Use the Service

Use of the Services by underage people requires parental or guardian’s consent.

5. Use of the Services

• 5-1. Students shall judge credibility, accuracy, certainty, reliability, usefulness of information provided by our company as well as quality, accuracy, certainty, credibility and usefulness of other services and students agree to accept their own user responsibilities.
• 5-2. Students shall judge quality, accuracy, credibility and usefulness of lessons provided by tutors and students agree to take their own user responsibilities.
• 5-3. Students shall fully understand details about the tutor who provides lessons before they apply for such lessons, and student shall contact a tutor directly using the email function if they have any questions about identity of the tutor or content of provided lessons.
• 5-4. Lessons shall be provided by the tutor in principal and our company shall not provide any lessons except when our company deems it necessary.
• 5-5. Students agree in advance that lessons can be provided solely by voice communication and each tutor may have different pronunciations.
• 5-6. Our Company shall not assess or manage lessons provided by tutors and information exchanged between tutors and students.
• 5-7. Our Company shall not guarantee credibility, accuracy, certainty, reliability and usefulness of identity information of tutors or any information provided by tutors.
• 5-8. Our Company shall not take responsibilities for any damage or loss of students or their parties by act or omission of tutors.
• 5-9. Our Company shall assume no responsibility for any information, file or goods exchanged between students and tutors, they shall absolve our Company from responsibilities for any kind of damages or losses of the student caused by information, file or goods provided.

6. Issues and Conflicts with Other Students

If you should sustain harm or damage from; or become involved in a conflict with another student,tutor or third party, all parties involved shall undertake to resolve the issues amongst themselves using their own resources. If the Company suffers damage from the aforementioned issue or conflict the Company shall pursue compensation from the responsible parties. Such compensation may include, but is not limited to, reasonable legal fees. You will also be held responsible for any costs which may include, but is not limited to, reasonable legal fees required to resolve the aforementioned issue or conflict.

7. Student Registration

• 7-1. Students shall apply for registration by filling in name, gender, email address, desired password, country of residence, and other information that our Company specifies on a form on the student registration page and sending the form to our company or in a method that our company specifies.(“Student Registration Application”) The student registration application shall be completed only by the student, and shall not be done by a third party except if acknowledged by our Company.
• 7-2. Students shall not enter any false content in the student registration application.
• 7-3. Our Company shall accept student registration applications by email in which student registration applications should be accepted and any other method that our company stipulates.
• 7-4. Our Company may refuse student registration applications under the following circumstances without disclosing reasons.
  • Ⅰ. Student registration application was proved to be submitted by a third party other than the student (except if acknowledged by our company).
  • II. Any falsity, misdescription, input omission is found out in the content of student registration application.
  • III. Student registration had been cancelled due to violation of these Terms of Use in the past.
  • IV. When the Company deems it no longer feasible for the student to continue using the service after the student is “blocked” by a significant number of tutors.
  • V. When the number of free requests made by the student is excessively large, and it is subsequently deemed that the student is not interested in requesting paid lessons.
  • VI. Any other cases, that our Company deem inappropriate to accept student registration applications.
• 7-5. Students shall immediately submit any change in name, email address, country of residency and other information that our company specifies since the student registration is applied, in a method that our company stipulates.
• 7-6. Students may cancel student registration by a procedure that our company stipulates. Any unused points that students possess will become invalid when the student registration is cancelled and they shall not be refunded.

8. E-mail Newsletter Services

• 8-1. Students may choose whether to receive email newsletters in the student registration application.
• 8-2. Students shall agree that emails provided by email newsletter services (“Email Newsletter”) contain advertisements by our sponsors.
• 8-3. Our Company provides email newsletter services when our Company deems necessary and our Company shall not guarantee any regular delivery of email newsletter to all the students. Students agree beforehand that our company may or does not provide email newsletter services.
• 8-4. Students may refuse to receive email newsletters by taking a procedure that our company stipulates.

9. Suspension of providing the Services / Cancellation of Student Registration

Our Company may suspend the Services to students or cancel student registration without prior notice under the following circumstances. Any unused points that students possess will become invalid when student registration is cancelled based on these Terms of Use and they will not be refunded.

• Ⅰ. Student registration had been cancelled in the past due to violation of these Terms of Use.
• II. Any act in paragraph 16 is committed.
• III. When these Terms of Use are violated other than above mentioned.
• IV. When the Company deems it inappropriate to provide Services to the student, or to maintain student’s account for any other reason.

10. Password Management and Usage

• 10-1. You will either define your own or be provided with a password by the Company (hereinafter referred to as “Password(s)”) to access various restricted areas of the Site. The Company is not responsible for the management of your Password.
• 10-2. You should not give or disclose their Password to a third party.
• 10-3. The Company will not be held responsible if you or someone else uses your password inappropriately or to harm a third party.
• 10-4. If you find out that your Password is being used by a third party without your consent, you should immediately inform the Company and act according to its directions.

11. Burden of Expense

• 11-1. Students are responsible for preparation of hardware (including but not limited to computer, headset and microphone), and software (including but not limited to communication software stipulated in following paragraph 17, line 1), communication line and other things which are necessary for using the services and lessons at their own expense.
• 11-2. Students understand that use of the services and lessons requires communication expenses such as telephone charge, Internet connection fee, electricity fee and any other costs other than those stipulated in the previous paragraph and they are responsible for all expenses.

12. Completion of Lesson Contract

• 12-1. A lesson contract is completed when a tutor sends out an email of acceptance for the lesson contract that the student applies, by using the services of the system.
• 12-2. Students agree that tutors may not accept lesson contract applications from students or may cancel once-concluded lesson contracts based on “Cancellation Policy for Tutor” that our company stipulates.

13. Purchase, Management and Use of Points

• 13-1. Students shall purchase points from our Company, and pay for service fees by using the purchased points. Our Company shall pay for lesson fees to tutors by bank transfer on behalf of students.
• 13-2. Tutors shall determine the amount of points which are required for payment of service fees at their discretion within the range of points stipulated in the Tutor Policy.
• 13-3. Points that are equivalent to service fees for the lesson contract shall be deducted at the same time as students apply for a lesson contract.
• 13-4. Students are required to purchase points from our Company before applying for a lesson contract.
• 13-5. Students agree to purchase a lump sum of points that our Company specifies when students purchase points from our Company.
• 13-6. The purchase price is 1.10 yen per point (including consumption tax) unless otherwise stipulated separately by our Company.
• 13-7. Students apply for a purchase (purchase application) in a method that our company stipulates separately when they wish to purchase points.
• 13-8. Students shall not enter any false details on a purchase application.
• 13-9. Students shall make payment for point purchase by either bank transfer, credit card owned by the Student (limited to credit card companies that our company specifies separately), PayPal, Alipay or any other method that our Company specifies separately.
• 13-10. Students agree that they may not cancel once-applied purchases unless otherwise admitted by our company.
• 13-11. Our Company may cancel points or take appropriate measures under any of the following circumstance without prior notice to students.
  • Ⅰ. When a purchase application is used by anyone else but the student.
  • II. When any false, misdescription or input omission is found in the contents that students entered for a purchase application.
  • III. When point purchase payment was made by a credit card owned by someone else but the student.
  • IV. When students violate these Terms of Use other than the previous paragraphs.
  • V. Any other circumstance which our Company deems necessary to cancel or take appropriate measures.
• 13-12. Students may not use points for any other purposes but the payment of the service fees.
• 13-13. The validity period of points is 170 days after being issued by our Company, and any points outstanding after that period become invalid. The validity period of points shall be counted for each point and shall not be extended under any circumstance.
• 13-14. Students shall be solely responsible for use and management of points.
• 13-15. Students may not give, rent or let a third party use their points.
• 13-16. Students who own the points are solely responsible for misuse of points or prejudice, damage, defacing by abuse of a third party, and our Company assumes no responsibilities.
• 13-17. Students shall immediately notify our Company of any unauthorized use of points, and students shall follow the instructions if our company issues such instructions.
• 13-18. Students agree that points are not to be re-issued under any circumstance including abuse of points by a third party.

14. Return of Used points.

• 14-1. Students agree to follow the“Cancellation Policy for Students”separately stipulated by our Company with regards to lesson contract applications, cancellation of once-concluded lesson contracts, lesson schedule changes, point refund for cancelled lessons (which signifies that points that were once deducted shall be returned to be valid points based on the previous paragraph line 3.)
• 14-2. Students may make a claim to our Company to return points under the following circumstance in addition to paragraph 1 of these Terms of Use.
  • Ⅰ. When an arranged lesson contract was cancelled solely by our Company or tutor, students may claim a return of points based on this fact.
  • II. When the duration of the lesson is equivalent to 20% of the total time was interrupted solely due to an issue resulting from the tutor, the student may claim a return of points based on this fact.
• 14-3. Our Company may ask students to provide us with necessary information and students shall immediately respond to the request under any of the following circumstances.
  • I. When students or tutors cancel once-concluded lesson contracts.
  • II. hen lesson duration equivalent to 20% of the total lesson time stipulated in the lesson contract was interrupted or when our Company deems such possibilities.
  • III. hen tutors violate the Tutor Policy or our Company deems such possibilities.
  • IV. Any other circumstances which our Company deems necessary.
• 14-4. Our Company shall make final judgment on applications in cases such as line 2 of this paragraph, based on results of examinations conducted in a most sincere manner with students and tutors.
• 14-5. Points shall not be returned when any violation of these Terms of Use by students is found out even if a case in paragraph 1 or paragraph 2 applies.

15. Prohibition of Point Refund

Once-purchased, points shall not be refunded except in cases stipulated in paragraph 25 article 2.

16. Prohibited Activity

• 16-1. Students may not commit any of the following in the use of the service or lessons.
  • I. To send or post false information.
  • II. To falsify or delete information that may be used for the services or to attempt this.
  • III. To infringe on the intellectual property right of other students, tutors, a third party or our Company such as copy right or trademark right, or any attempts to do so.
  • IV. To practice discrimination or mental abuse towards other students, tutors, a third party or our Company, or any attempts to slander honor or credibility of other students, a third party or our Company.
  • Ⅴ. Any attempts to infringe on heritage, privacy, portrait rights or publicity of other students, tutors, other third parties or our Company.
  • VI. To send advertising or soliciting emails, without prior permission, to other students, tutors, other third parties or our Company, to send emails that would give a feeling of disgust, to interrupt mail reception of others, to request a third party to forward chain-reaction emails, or to forward such emails complying with requests.
  • VII. To conduct any action that would lead to crimes such as fraud.
  • VIII. Engage in activities which purpose is to solicit individuals to join a particular religion, political organization or multi-level marketing scheme.
  • IX. To send or post any image or document which may be pornographic or involve child abuse.
  • X. To conduct election campaigns or similar activities, or to violate public office election law.
  • XI. To use or provide harmful programs such as computer viruses, or to promote such programs to third parties.
  • XII. To social-engineer in using the Services.
  • XIII. To attempt any unauthorized access to other computer systems or networks which are connected to the services.
  • XIV. To violate laws or to be offensive to public order and morals (including but not limited to prostitution, violence or savagery) in addition to the previous paragraph, or to put other users, tutors, third parties or our Company at a disadvantage.
  • XV. To compete with other students, tutors or third parties of the services, or to introduce or to render others a service which can be competitive to us.
  • XVI. Creating multiple accounts for the same user
  • XVII. Make violent or unjustified demands in excess of legal responsibility.
  • XVIII. Use intimidation or violence in connection with transactions.
  • XIX. Spread false information or using fraudulent means or force to tarnish another party’s credibility or obstruct another party’s business.
  • XX. To excessivly abuse or hurt others including students and tutors; to violate their dignity; or to engage in othwerwise inapporpriate behavior.
  • XXI. To film or record lessons and events without the permission of the tutor or Cafetalk.
  • XXII. To observe, scout, or spy on lessons with the intent to use the knowledge gained in the offering of similar services within or outside of Cafetalk.
  • XXIII. To encourage or promote any of the mentioned behaviors.
  • XXIIII. Any other behavior that our company deems inappropriate
• 16-2. Students shall not use any information obtained through using the services about tutors for any other purposes than use of the services or practice of the lesson contract concluded by our matching services. Students shall not apply for lessons directly to tutors without using the matching services.

17. Use of Communication Software

• 17-1. Students shall use online communication software, which our company designates, provided by a third party (“Communication Software”) to take lessons.
• 17-2. Students shall follow the terms of service, user conditions and other provisions which the third party of communication software provides in the use of the communication software.
• 17-3. Students are responsible for downloading communication software in advance and confirming whether the communication software is operable under the environment of the student before registration.
• 17-4. We assume no responsibility for any case in which students were unable to use communication software in their environment or lessons could not be conducted due to breakdown or setup defect of the software or necessary hardware, or any other cases resulting from students.

18. Emails and Uploaded Information

• 18-1. Our Company shall not be liable for contents of any emails, or uploaded information which are created by students, tutors or other third parties.
• 18-2. Students shall take responsibility for emailing, uploaded information, handling email service providers, and other related conditions, guarantees and statements. Students agree to hold our Company blameless against any kind of loss or damage, resulting from related correspondences.

19. Confidential Information

• 19-1. Students shall provide us with the personal information that our Company specifies and any other information about themselves (“Personal Information”), as is necessary in the Terms of the use, services and lessons, for student registration and any case which our Company specifies. Our Company shall post information that was approved by student on the website for the purpose of notifying tutors.
• 19-2. Other than those specified in these Terms of Use, students shall keep confidential any information which obtain about other students, tutors, third parties and our Company through the use of the services or lessons whilst registered and after student registration cancellation. Students shall not disclose or leak such information to third parties and shall not use this for any other purpose but to conduct lesson contracts which were concluded through matching services for any reason whatsoever.
• 19-3. Other than those stipulated in these Terms of Use, students shall not provide any information about services that are or can be competitive to the services through the website and lessons to other students, tutors and third parties.

20. Acceptance of License Right

Students grant to our Company, a non-exclusive license with sub-license to any information that students upload to their profile page and other webpage of our Company’s website(including but not limited to information occurred or derived) to use, disclose, display, reproduce, modify, translate, distribute, delete etc. across the globe. Licensed information which students grant to our Company, based on these Terms of Use, includes all the information that is uploaded to profile pages and other web pages of our website, such as texts, pictures, paintings, music, and evaluations and other than personal information.

21. Indemnity

• 21-1. Our Company guarantees no credibility, accuracy, certainty, reliability, availability etc. about information on the services and quality, reliability, availability of services and lessons. Our Company assumes no responsibility for any damage or loss related to these.
• 21-2. On no account will our Company be liable for any damage and loss arising out of the discontinuation of the services, cancellation of student registration, suspension, change, addition or cancellation of the service.
• 21-3. Our Company assumes no responsibility for loss or damage that results from an action or failure to act by a third party including other students.
• 21-4. Other than those stipulated in these Terms of Use, our Company shall not be held responsible for any damage or loss arising out of use of the services or lessons.
• 21-5. Our Company assumes no responsibility for any damage and loss that results from students to other students, tutors and other third parties in use of the services and lessons.

22. Advertiser

• 22-1. Students agree that any problems which occur between students and advertises shall be solved among students, advertises and others, when students participate in any promotion activity of advertisement or other agencies of advertisement posted on the website.
• 22-2. We assume no responsibility for any action of people, including third parties, who students contact through a link created by the advertiser or others, a website operated by the advertiser and others, and use of the website or software.
• 22-3. Students agree to hold our Company blameless against any damage or loss arising from advertisement and other third parties to students.

23. Suspension of the Services

Our Company may temporarily suspend providing the Services without prior notice to students under the following circumstances.

• Ⅰ. An unavoidable circumstance due to maintenance or construction of facilities for the service.
• II. An unavoidable circumstance due to failures of facilities for the services.
• III. Due to unavailability of electricity communication services resulting from operation of electricity communication provided by an electricity communication provider.
• IV. Any other circumstance which our Company deems necessary for temporary suspension due to an operational or technical reason.

24. Amendments and Additions of the Services

Our Company may amend or add contents of the services without prior notice to students.

25. Termination of the Services

• 25-1. Our Company may terminate the services giving notice to students.
• 25-2. Our Company shall refund for unused points that students possess when the services were terminated in the amount and method that our Company stipulates.

26. Reservation of Rights

All of the copyrights, intellectual property rights such as trademark, portrait rights, publicity rights and any other rights related to information (including but not limited to video, sound, text, picture, image) provided through the email newsletter services and the services by our Company except as otherwise provided.

27. Revision of the Terms of Use

• 27-1. Our Company may revise terms of use stipulated by us without agreement of students.
• 27-2. Any revised agreement or Terms of Use become effective when our Company notifies students of revised contents according to paragraph 3 line 2.

28. Consumer Contract Act

Any part of paragraphs in these Terms of Use which conflicts with Consumer Contract Act (The 61stAct; May 12th, 2000, “Consumer Contract Act”) becomes ineffective. The components which become ineffective due to above mentioned circumstance are limited to the parts which conflict with each paragraph in the Consumer Contract Act, and any other parts except the relevant part or paragraph which includes such components shall come into effect without being affected.

29. Indemnification for Damage

Students shall take responsibility to immediately reimburse for any damages (including but not limited to reasonable attorneys’ fees) to our company if students cause any damage to us.

30. Prohibition on Transferring or Bonding Rights and Obligations

Students shall not transfer, inherit or bond rights and obligation fully or partially based on these Terms of Use.

31. Elimination of Antisocial Forces

You shall represent and warrant that you do not and will not correspond to any of the following

• I. The Supported Developer itself or any of its officers is or was at any time during the past five(5) years a Boryokudan (organized crime group), Boryokudan-in (member of Boryokudan), Boryokudan-jun-kosei-in (associate member of a Boryokudan), Boryokudan-kankei-kigyo (Boryokudan-related company), Sokaiya (corporate extortionist), Shakaiundo-hyobogoro, Tokusyu-chino-boryokusyudan or any equivalent or a member of any equivalent (hereinafter collectively called “Antisocial Forces”);
• II. You have any relationship of which operation is recognized as being governed by Antisocial Forces;
• III. You have any relationship of which operation is recognized as practically involving Antisocial Forces;
• IV. You have any relationship recognized as utilizing Antisocial Forces for the purpose of making illegal profits for itself or a third party or causing damage to a third party, etc.;
• V. You have any relationship recognized as supplying funds or providing benefits for Antisocial Forces; or
• VI. You have any socially disapproved relationship with Antisocial Forces.

32. These Terms of Use are governed by the laws of Japan.

These Terms of Use are governed by the laws of Japan.

33. Court of Jurisdiction

Students and our Company agree that when a need for judicial action arises between students and our company or between students and tutors in relation to the services, the Tokyo District Court or the Tokyo Summary Court shall be the exclusive consensus court of jurisdiction for its first trial in response to amount of the case.

34. Languages

These terms of use shall be created in Japanese and other languages and contents of Japanese terms of use shall be followed in the event that contents between in Japanese and other languages differ.

35. Survival Covenant

Paragraph 5-1, 5-2, 5-5, 5-8, 5-9, 6, 9, 10, 11, 15, 18, 22, 26, 28 in these Terms of Use shall remain and continue effective after cancellation of student registration.

36. Consultation Settlement

Any question arising out of　these Terms of Use or any matter not stipulated herein shall be settled upon consultation between students and our Company in a sincere manner.

37. Supplementary Provision

Establishment / Implementation: April 20, 2010