1. Your relationship with CTC
1.1 Your use of CTC’s products, software, services and websites (referred to collectively as the “Services” in this document and excluding any services provided to you by CTC under a separate written agreement) is subject to the terms of a legal agreement between you and CTC. “CTC” means www.chineseteachers.com, a direct business unit operated by One Step Group Limited, whose principal place of business is at P.O. Box 957, OIC, Road Town, Tortola, BVI. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with CTC, your agreement with CTC will always include, at a minimum, the terms and conditions set out in this document referred to below as the “Universal Terms”, as well as any Legal Notice applicable to the Service (the “Additional Term”). Together, the Universal Terms and the Additional Terms are referred to as the “Terms”.
1.3 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) Clicking to accept or agree to the Terms, where this option is made available to you by CTC in the user interface for any Service; or
(B) By actually using the Services. In this case, you understand and agree that CTC will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with CTC, or (b) you are a person barred from receiving the Services under the laws of all countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3. Language of the Terms
The official language of the Terms is English, which will prevail on any other language or translation.
4. Provision of the Services by CTC
4.1 CTC has partners and affiliated legal entities around the world (“Partners and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of CTC itself. You acknowledge and agree that Partners and Affiliates will be entitled to provide the Services to you. CTC will assume that Partners and Affiliates are professional service providers and will not assume any joint liability for any failure of Partner or Affiliates that may come from their own and sole failure, unless CTC was in a position to prevent this failure.
4.2 CTC is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which CTC provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that CTC may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users for technical reasons or by application of law. Any incomplete Service due to sudden stop may lead to refunding of charges due for that particular stopped session.
4.4 You acknowledge and agree that if CTC disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.5 (modified on May 23rd 2010) You acknowledge and agree that purchased credits expire after 365 days; such expiration date may be changed by CTC at CTC’s discretion, without prior notice to you.
5. Use of the Services by you
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to CTC will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by CTC, unless you have been specifically allowed to do so in a separate agreement with CTC. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). CTC reserves the right to monitor, track and keep any necessary information for proving existence of such interference and file any legal proceeding to stop such interference or disruption and claim damages as well as criminal liability.
5.5 You agree that you are solely responsible for (and that CTC has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which CTC may suffer) of any such breach.
5.6 You agree to be courteous and respectful to your teachers, students and fellow users. You agree not to use the service in manners which may be construed as solicitations either for money or services that are detrimental to CTC. You also agree not to conduct while using the service, in such a way that is unlawful, harassing, libelous, abusive, harmful, vulgar, obscene, or otherwise objectionable or that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law or regulation. In case of any dispute on the reality of allegations, any issue reported directly by a Teacher about a Student, or by a Student about a Teacher, may lead to second consideration by CTC, who would investigate the alleged facts before confirming the final action.
5.7 You may not submit or publish through CTC any User Materials that are libelous, defamatory, pornographic, an invasion of privacy, obscene, abusive, illegal, racist, offensive, harmful to a minor or an infringement on any intellectual property rights of a third party or would otherwise violate the rights of any third party. Furthermore, you may not submit or publish User Materials through CTC that contain advertising or include programs that contain viruses or any other programs designed to impair the functionality of any computer.
5.8 You agree that CTC may monitor and record lessons without giving prior notice and keep such recordings for up to 12 calendar months from the date of the recording. CTC also reserves the right to abstract content from such recording, or use the recording itself as evidence to resolve any dispute that may rise from you.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to CTC for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify CTC immediately.
7. Privacy and your personal information
7.2 You agree to the use of your data in accordance with CTC’s Privacy policies.
8. Content in the Services
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to CTC (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by CTC or by the owners of that Content, in a separate agreement.
8.3 CTC reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, CTC may provide tools to filter out explicit sexual content, any obvious unacceptable content or any inappropriate propaganda, there are also commercially available services and software to limit access to material that you may find objectionable.
8.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk. CTC will not bear any liability for inappropriate content arising accidentally from one of its partners, as long as appropriate measures have been taken by CTC to bring remedy against such unlawful act in due time.
8.5 You agree that you are solely responsible for (and that CTC has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which CTC may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that CTC owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by CTC and that you shall not disclose such information without CTC’s prior written consent.
9.2 All registered CTC users may post feedbacks and other content and submit suggestions, ideas, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam". CTC reserve the right (but not the obligation) to remove or edit such content. CTC takes no responsibility and assumes no liability for any content posted by you or any third party, until CTC has been duly informed and has obtained confirmation that the content is unlawful.
9.3 You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead fellow CTC users and staff. CTC reserves the right (but not the obligation) to remove such offenders and take legal actions against these offenders.
9.4 Unless you have agreed otherwise in writing with CTC, nothing in the Terms gives you a right to use any of CTC’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
9.5 If you have been given an explicit right to use any of these brand features in a separate written agreement with CTC, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and CTC's brand feature usage guidelines as agreed in that agreement.
9.6 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.7 Unless you have been expressly authorized to do so in writing by CTC, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10. Content licence from you
You are under no obligations to provide feedback and content
10.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give CTC a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to edit, reproduce, adapt, incorporate, record, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling CTC to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.
10.2 You agree that this licence includes a right for CTC to make such Content available to other companies, organizations or individuals with whom CTC has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
10.3 You understand that CTC, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit CTC to take these actions.
10.4 You confirm and warrant to CTC that you have all the rights, power and authority necessary to grant the above license. In addition, you waive any economic right when accepting the Terms, and abiding by article 10.1, and agree that any moral right shall not prevent CTC from benefiting from the provisions of articles 10.1 to 10.3 included.
11. Software updates
11.1 The Software which you use may automatically download and install updates from time to time from CTC. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit CTC to deliver these to you) as part of your use of the Services. CTC is not liable for any damage caused by software bug, incompatibility or new functions, etc., to your equipment, in light of various possible configuration of your computer.
12. Ending your relationship with CTC
12.1 The Terms will continue to apply until terminated by either you or CTC as set out below.
12.2 If you want to terminate your legal agreement with CTC, you may do so by (a) notifying CTC at any time and (b) closing your accounts for all of the Services which you use, where CTC has made this option available to you. Your notice should be sent, in writing, to CTC’s (email) address which is published on the website.
12.3 CTC may at any time, terminate its legal agreement with you if:
(A) You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) CTC is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) The partner with whom CTC offered the Services to you has terminated its relationship with CTC or ceased to offer the Services to you, and CTC is unable to provide any equivalent replacement solution; or
(D) CTC is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service, with a notice period of one month; or
(E) The provision of the Services to you by CTC is, in CTC’s opinion, no longer commercially viable, or
(F) Any situation of force majeure occurs, such situation being out of control of CTC, not related to CTC, and unforeseeable to CTC.
12.4 Nothing in this Section shall affect CTC’s rights regarding provision of Services under Section 4 of the Terms.
12.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and CTC have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
13. EXCLUSION OF WARRANTIES
13.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT CTC’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
13.3 IN PARTICULAR, CTC, ITS PARTNERS AND AFFILIATES 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,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
13.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14. LIMITATION OF LIABILITY
14.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 13.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CTC, ITS PARTNERS AND AFFILIATES SHALL NOT BE LIABLE TO YOU FOR:
(A) 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;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH CTC MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE CTC WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
14.2 THE LIMITATIONS ON CTC’S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT CTC HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14.3 Without limiting the foregoing, CTC does not warrant that the functions contained in the service will be uninterrupted or error-free, that defects will be corrected, or that this service or the server that makes it available are free of viruses or other harmful components. CTC does not warrant or make any representations regarding the use or the results of the use of the service in terms of their correctness, accuracy, reliability, or otherwise. You (and not CTC) assume the entire cost of all necessary servicing, repair, or correction.
14.4 In no event shall CTC’s total liability to you for all damages, losses, and causes of action, whether in contract, tort (including, but not limited to, negligence) or otherwise, exceed the amount paid by you, if any, for purchasing any materials or products.
15. Copyright and trade mark policies
15.1 It is CTC’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
15.2 CTC operates a trade mark complaints procedure in respect of CTC’s advertising business.
15.3 All content and compilation of content included on CTC’s website, such as text, graphics, logos, button icons, images, audio clips, digital downloads and software is the property of CTC (One Step Group Limited) and is protected by international copyright laws.
16.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
16.2 The manner, mode and extent of advertising by CTC on the Services are subject to change without specific notice to you.
16.3 In consideration for CTC granting you access to and use of the Services, you agree that CTC may place such advertising on the Services.
17. Other content
17.1 The Services may include hyperlinks to other web sites or content or resources. CTC may have no control over any web sites or resources which are provided by companies or persons other than CTC.
17.2 You acknowledge and agree that CTC is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
17.3 You acknowledge and agree that CTC is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
18. Changes to the Terms
18.1 CTC may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, CTC will make a new copy of the Universal Terms available by publishing it on the website and any new Additional Terms will be made available to you from within, or through, the affected Services.
18.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, CTC will treat your use as acceptance of the updated Terms.
19. Fees and Payments.
19.1 The prices listed on the CTC website do not include any VAT or other applicable taxes; you will be responsible for paying any such taxes. You agree that we may include some or all of such taxes in your credit card charges. CTC reserves the right to change the fees charged for our services then in effect without notice.
20. General legal terms
20.1 You agree that CTC may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
20.2 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
20.3 You acknowledge and agree that each member of the group of companies of which One Step Group Limited is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
20.4 The Terms, and your relationship with CTC under the Terms, shall be governed by the laws of Hong-Kong S.A.R. without regard to its conflict of laws provisions. You and CTC agree that any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this contract. There shall be three arbitrators.
In case of dispute, all parties agree not to request payment by the other party or parties of any deposit or bond of any kind, in any type of dispute, either arbitration or judiciary.
Notwithstanding this, you agree that CTC shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.