GENERAL DerayaDot.COM TERMS AND CONDITIONS

Welcome to DerayaDot.com’s Terms of Use! We are truly excited to have you aboard. Thank you for choosing to Learn with DerayaDot.

The following terms of use any other terms which is incorporated herein by reference and any additional guidelines described herein (the "DerayaDot Terms"), govern your access to and use of the DerayaDot website, including any content, functionality and services offered on or through www.DerayaDot.com (the "Site"). DerayaDot referred hereto as "DerayaDot" "we" or "us" and "you” or "User” or "Vistor" means you as a user of the Site (collectively "Users" and "Vistors").

The original language of the DerayaDot Terms, as well as all other texts throughout the Site, is English. DerayaDot makes this translation available for convenience only. In case of conflicts between the original English version and any translation, the English version shall prevail. Should you require any aid, direction, or clarification regarding the interpretation or translation of the DerayaDot Terms, please don't hesitate to reach out to our Customer Support team. If you have any questions regarding the Site or the DerayaDot Terms please don't hesitate to contact our Customer Support team by submitting a request here: https://derayadot.com/contact

Please read the DerayaDot Terms carefully before you start to use the Site as they govern your access to and use of the Site and our services that link to or reference these DerayaDot Terms, and contain important information about your legal rights, remedies and obligations. The Site, and any other DerayaDot services together are hereinafter collectively referred to as the "DerayaDot Platform". By using the DerayaDot Platform, opening an account or by clicking to accept or agree to the DerayaDot terms when this option is made available to you, you accept and agree, on behalf of yourself to be bound and abide by the DerayaDot Terms. You further acknowledge, you have read and understood our Privacy Terms, found here https://derayadot.com/privacy-policy,  If you do not want to agree to the DerayaDot Terms or the Privacy Terms, you must not access or use the Site.

You acknowledge that this DerayaDot Terms is a contract between you and DerayaDot, even though it is electronic and is not physically signed by you and DerayaDot, and it governs your use of the DerayaDot Platform. Do not access or use the DerayaDot Platform if you are unwilling or unable to be bound by the DerayaDot Terms.

1. DEFINITIONS; INTERPRETATION

1. Definitions.

1. "Commission Fee" has the meaning given in Section 13.4 hereto.

2. "Connection Services" has the meaning given in Section 5.1 hereto.

3. "DerayaDot Account" has the meaning given in Section 6.1 hereto. 

4. "DerayaDot Content" means any content that DerayaDot creates and makes available in connection with the DerayaDot Platform, including proprietary DerayaDot content and any content licensed or authorized for use by or through DerayaDot from a third party, but excluding Member Content. 

5. "DerayaDot Credits" has the meaning given in Section 13.1 hereto.

6. "DerayaDot Platform" has the meaning given in the preamble hereto.

7. "DerayaDot Product" means the Site "www. DerayaDot.com".

8. "DerayaDot Terms" has the meaning given in the preamble hereto. 

9. "DerayaDot" has the meaning given in the preamble hereto.   

10. "Disputes" has the meaning given in Section 20.5 hereto.

11. "Feedback" has the meaning given in Section 20.6 hereto.

12. "Lesson Contract" has the meaning given in Section 13.2 hereto.

13. "Lesson Package" has the meaning given in Section 13.4 hereto.

14. "Lesson" has the meaning given in Section 12.4 hereto.

15. "Member Content" means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile. 

16. "Package Expiration Date" has the meaning given in Section 13.4 hereto.

17. "Payment Services" has the meaning given in Section 5.1 hereto.

18. "Payment Terms" " has the meaning given in Section 13 hereto.

19. "Site" has the meaning given in the preamble hereto.

20. "SNS Content" has the meaning given in Section 6.2 hereto.

21. "SNS" has the meaning given in Section 6.2 hereto. 

22. "Student" means a Member that purchases Teacher Services. 

23. "Teacher Application" has the meaning given in Section 12.4 hereto.

24. "Teacher Content" has the meaning given in Section 12.12 hereto.

25. "Teacher Services" means all services delivered by Teachers as described in the Teacher Policy, including but not limited to paid lessons, packages and other services rendered where DerayaDot Credits (as defined in Payment Terms) are exchanged.

26.  "Teacher Terms" has the meaning given in Section 12 hereto.

27. "Teacher Wallet" has the meaning given in Section 13.4 hereto.

28. "Teacher" means a Member that offers and delivers Teacher Services.

29. "Third Party Account" has the meaning given in Section 6.2 hereto. 

2. Interpretation. Unless the context otherwise requires, as used in this DerayaDot Terms, (i) the singular number includes the plural and the plural number may include the singular; (ii) the use of any gender shall be applicable to all genders; (iii) the terms "hereof,” "herein,” "hereunder” and "hereto” as well as words of similar import when used in this DerayaDot Terms shall refer to this DerayaDot Terms as a whole and not to any particular provision of this DerayaDot Terms; (iv) the term "including” shall denote "including, but not limited to”; (v) the term "or” shall denote "and/or”.

2. RELATIONSHIP

1. The DerayaDot Platform is an online platform for online learning where registered users ("Members") may use our Connection Services (as defined below) and Payment Services (as defined below) to directly interact with one another. You understand and agree that DerayaDot is not a party to any agreements entered into between Students and Teachers or between Members, nor is DerayaDot an online learning services broker or agent. DerayaDot has no control over the conduct of Students, Teachers, Members or other users of the DerayaDot Platform or over any services provided by Teachers or other Members over the DerayaDot Platform, and disclaims all liability in this regard to the maximum extent permitted by law.

2. If you choose to teach on the DerayaDot Platform, you understand and agree that your relationship with DerayaDot is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venture or partner of DerayaDot for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of DerayaDot. DerayaDot does not control, and has no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of DerayaDot, including by using any DerayaDot intellectual property in an unauthorized or in appropriate manner.                  

3. MODIFICATION

DerayaDot reserves the right, at its sole discretion, to modify the DerayaDot Platform and to modify these DerayaDot Terms, at any time and without prior notice. If we modify these DerayaDot Terms, we will post the modification on the DerayaDot Platform. We will also update the "Last Updated" date at the top of these DerayaDot Terms. By continuing to access or use the DerayaDot Platform after we have posted a modification on the Site, you are indicating that you agree to be bound by the modified DerayaDot Terms. If the modified DerayaDot Terms are not acceptable to you, your only recourse is to cease using the DerayaDot Platform.

4. ELIGIBILITY 

This Site is offered and available to users who are at least 18 years of age and of legal age to form a binding contract. If you are under 18 and at least 13 years of age, you are only permitted to use the Site through an account owned by a parent or legal guardian with their appropriate permission. If you are under 13 you are not permitted to use the Site or the DerayaDot services. By using the Site, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH TEACHER ON THE DERAYADOT PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF TEACHERS AND THE ACCURACY OF THE INFORMATION TEACHERS PROVIDE VIA THE DERAYADOT PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER DERAYADOT NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE DERAYADOT PLATFORM. DERAYADOT AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE DERAYADOT PLATFORM.

5. DESCRIPTION OF SERVICES

1. DerayaDot Services. DerayaDot’s services include: 

1. Connection Services. DerayaDot provides Members with access to and use of the DerayaDot Platform, which is an online platform where (a) Members can upload, submit, store, send and receive content related to online learning; (b) Students can conduct searches, connect with, choose, and engage Teachers directly for online learning  and Teacher Services; (d) Teachers can advertise their capabilities, respond to inquiries, connect with and engage Students to provide them with their Teacher Services (collectively, "Connection Services"). For the avoidance of doubt, in providing the Connection Services, DerayaDot only provides the venue for Members, including Students and Teachers, to find and contract with each other, and DerayaDot does not take part in direct interactions between Members;

2. Payment Services. For Students and Teachers, DerayaDot also provides certain payment processing services, credit purchase and payment tools, dispute resolution procedures and assistance, and other services in accordance with DerayaDot’s Payment Terms (collectively, "Payment Services"). Payment Services do not include Connection Services. 

2. Teacher Services. Teachers may provide certain Teacher Services through the DerayaDot Platform. If you are accepted to be a Teacher, you agree to DerayaDot's Teacher Terms herein. All Members hereby acknowledge that the Teacher Services are solely provided by Teachers and are not provided by DerayaDot. DerayaDot’s responsibility with respect to Teacher Services is limited to facilitating the availability of the DerayaDot Platform.

6. DERAYADOT ACCOUNT. 

1. Account Registration. 

1. In order to use many of the features that are offered through the DerayaDot Platform, you must create an account ("DerayaDot Account") and become a Member. Your DerayaDot Account is for personal, non-commercial use only. To create a DerayaDotAccount, you must be eligible to use the DerayaDot Platform for which you are registering, be a resident of a country where use of the DerayaDot Platform is permitted, have a valid email address, have a valid mobile phone number (if applicable) and provide truthful and accurate information. 

2. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple DeryaDot Accounts. You may choose to show a pseudonym to other Members, but please remember that others may still be able to identify you if, for example, you include identifying information during your use of the DerayaDot Platform, use the same DerayaDot Account information on other sites or allow other sites to share information about you with us. Please read our Privacy Terms https://derayadot.com/privacy-policy for more information.

3. You may not have more than one (1) active DerayaDot Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. DerayaDot reserves the right to suspend or terminate your DerayaDot  Account and your access to the DerayaDot Platform if you create more than one (1) DerayaDot  Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these DerayaDot Terms.

4. to create a DerayaDot Account, DerayaDot may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. DerayaDot  may refuse to grant you a username in DerayaDot s sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by DerayaDot in its sole discretion. Your selection and use of a specific username do not convey any ownership or rights in that username and DerayaDot reserves the right to revoke and/or reassign that username in its sole discretion. You understand and agree that DerayaDot reserves the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in DerayaDot ’s sole discretion. 

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR DERAYADOT ACCOUNT, INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE DERAYADOT PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR DERAYADOT ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR DERAYADOT ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE DERAYADOT TERMS.YOU AGREE TO NOTIFY DERAYADOT IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR DERAYADOT ACCOUNT. WE RESERVE THE RIGHT TO CLOSE YOUR DERAYADOT ACCOUNT AT ANY TIME IF YOU VIOLATE THESE DERAYADOT TERMS OR IF WE OTHERWISE HAVE A LEGITIMATE INTEREST TO DO SO, SUCH AS COMPLYING WITH A LEGAL OR REGULATORY OBLIGATION.

2. Third Party Account. You can also register to become a Member by logging into your account with certain third-party social networking sites or Integrated Services ("SNS") such as Google Connect (each such account is a "Third-Party Account"), through our Site. Unless you add your email, address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or DerayaDot's access to such Third-Party Account is terminated by you or the third-party service provider, then you are no longer be able to log into the DerayaDot Platform through such Third-Party Account.

3. Link your DerayaDot Account with Third-Party Account. 

1. As part of the functionality of the DerayaDot Platform, you may link your DerayaDot Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to DerayaDot through the DerayaDot Platform; or (ii) allowing DerayaDot to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to DerayaDot and/or grant DerayaDot access to your Third-Party Account (including, but not limited to, for use by DerayaDot for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating DerayaDot to pay any fees or making DerayaDot subject to any usage limitations imposed by such third-party service providers. By granting DerayaDot access to any Third-Party Accounts, you understand that DerayaDot will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Platform via your DerayaDot Account and DerayaDot Account profile page. Unless otherwise specified in these DerayaDot Terms, all SNS Content, if any, will be considered Member Content for all purposes of these DerayaDot Terms.

2. If you choose to link Third-Party Accounts with your DerayaDot Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-Party Accounts might be available on and through the DerayaDot Platform via your DerayaDot Account and DerayaDot Account profile page. You have the ability to disable the connection between your DerayaDot Account and your Third-Party Accounts at any time by accessing the "Settings" section of the Sites or Applications. If you disable the connection between your DerayaDot Account and your Third-Party Accounts, then SNS Content from that Third Party Account will no longer be available on and through the DerayaDot Platform, and you will no longer be able to access your DerayaDot Account through such Third-Party Account.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. DERAYADOT MAKES NO EFFORT TO REVIEW ANY SNS CONTENT FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO FOR ACCURACY, LEGALITY OR NON-INFRINGEMENT AND DERAYADOT IS NOT RESPONSIBLE FOR ANY SNS CONTENT. YOUR DERAYADOT ACCOUNT AND YOUR DERAYADOT ACCOUNT PROFILE PAGE WILL BE CREATED FOR YOUR USE OF THE DERAYADOT PLATFORM BASED UPON THE INFORMATION YOU PROVIDE TO US OR THAT WE OBTAIN THROUGH A THIRD-PARTY ACCOUNT THAT YOU LINK WITH YOUR DERAYADOT ACCOUNT AS DESCRIBED ABOVE.

7. OWNERSHIP

All content made available through DerayaDot Platform is either owned by DerayaDot or DerayaDot’s licensors or is licensed to DerayaDot and DerayaDot’s licensors pursuant to Section 9 (Member Content). As between you and DerayaDot, you own your Member Content. We or our licensors own the DerayaDot Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the DerayaDot Platform excluding Member Content. As between you and DerayaDot, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights associated with the DerayaDot Content and the DerayaDot Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the DerayaDot Platform and the DerayaDot Content are retained by DerayaDot or its licensors.

8. LICENSE GRANT 

1. Subject to and conditioned on compliance with these DerayaDot Terms, DerayaDot hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, terminatable license to access and use the DerayaDot Platform. Except as expressly set forth in these DerayaDot Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole or in part, the DerayaDot Content, other Members’ Member Content and the DerayaDot Platform without DerayaDot’s or our licensors’ express prior written permission.

2. The licenses granted to you are always conditioned upon your proper conduct and compliance with these DerayaDot Terms, as judged by DerayaDot in DerayaDot’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the DerayaDot Platform.

9. MEMBER CONTENT

1. We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the DerayaDot Platform, you hereby grant to DerayaDot a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of, or to promote or market the DerayaDot Platform. DerayaDot does not claim any ownership rights in any Member Content.

2. You acknowledge and agree that you are solely responsible for all Member Content that you make available through the DerayaDot Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the DerayaDot Platform or through DerayaDot promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to DerayaDot the rights in such Member Content, as contemplated under these DerayaDot Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your Member Content or DerayaDots use of your Member Content (or any portion thereof) on, through or by means of the DerayaDot Platform or DerayaDot promotional campaigns will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

3. If you are a Teacher, you may share your Member Content with your Students. DerayaDot respects copyright law and expects its Members to do the same. If you believe that any content on the DerayaDot Platform infringes copyrights you own, please notify us. 

10. IMPROPER USE 

1. You agree not to, and will not assist, encourage, or enable others to use the DerayaDot Platform to:

1. Violate any third party's rights, including any breach of confidentiality, or any infringement of copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right;

2. Upload any content that is indecent, libelous, defamatory, obscene, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable;

3. Solicit personal information from minors, or submit or transmit pornography;

4. Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;

5. Promote a business or other commercial venture or event, or otherwise use the DerayaDot Platform for commercial purposes, except as expressly permitted by DerayaDot or contemplated by these Derayadot Terms;

6. Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the DerayaDot Platform’s search results or the search results of any third-party website; or

7. Violate any applicable law.

2. Additional Restrictions. You also agree not to, and will not assist, encourage, or enable others to:

1. Violate these DerayaDot Terms;

2. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade or in any way exploit the DerayaDot Platform, any DerayaDot Content or other Members’ Member Content, except as expressly authorized by us;

3. Use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the DerayaDot Platform, any DerayaDot Content or other Members’ Member Content;

4. Reverse engineer any portion of the DerayaDot Platform;

5. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the DerayaDot Platform or on any materials printed or copied from the DerayaDot Platform;

6. Record, process or mine information about other Members;

7. Access the DerayaDot Platform by means other than through the public interfaces we provide to you;

8. Reformat or frame any portion of the DerayaDot Platform;

9. Take any action that imposes, or may impose, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the DerayaDot Platform, as determined by DerayaDot in DerayaDot’s sole discretion;

10. Attempt to gain unauthorized access to the DerayaDot Platform, DerayaDot Accounts, computer systems or networks connected to the DerayaDot Platform through hacking, password mining or any other means;

11. Use the DerayaDot Platform, any DerayaDot Content or other Members’ Member Content to transmit any computer viruses, worms, defects, Trojan horses or any other computer code, files or programs designated to interrupt, destroy or limit the functionality of the DerayaDot Platform;

12. Use any device, software or routine that interferes with the proper working of the DerayaDot Platform or otherwise attempt to interfere with the proper working of the DerayaDot Platform;

13. Use the DerayaDot Platform to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the DerayaDot Platform, any DerayaDot  Content or other Members’ Member Content;

14. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the DerayaDot Platform, features that prevent or restrict the use or copying of any DerayaDot Content, or other Members’ Member Content or features that enforce limitations on the use of the DerayaDot  Platform;

15. Authorize any third party to use DerayaDot Platforms, including but not limited to Teacher Services, through your DerayaDot Account, or schedule any Teacher Services on behalf of any individuals other than yourself.

16. Schedule and/or provide for any Teacher Service outside of the DerayaDot Platform;

17. Make, accept, or receive any payment in connection with the Teacher Service outside of the DerayaDot Platform; or

18. Solicit and/or recruit DerayaDot Members to work or study on other software or language learning platforms.

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, DerayaDot reserves the right to determine what conduct DerayaDot considers to be in violation of these DerayaDot Terms or otherwise outside the intent or spirit of the DerayaDot Platform. DerayaDot reserves the right to take action as a result of any such violation, which may include terminating your DerayaDot Account and prohibiting you from using the DerayaDot Platform in whole or in part.

11. LINK

The DerayaDot Platform may contain links to third-party websites or resources. You acknowledge and agree that DerayaDot is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by DerayaDot of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

12. TEACHER TERMS

1. If you want to offer Teacher Services on the DerayaDot Platform, you must read and agree to be bound by these term for Teachers (the "Teacher Terms") as set forth in this Section 12. 

2. If you do not accept this Teacher Terms in full, you are not authorized to teach on the DerayaDot Platform and you are not eligible to receive any benefits from DerayaDot for any Teacher Services you provide.

3. This Teacher Terms don't not attempt to address every potential situation that could arise when Teachers interact with Students on the DerayaDot Platform, but instead provide principles for ethical and professional behavior that can serve as guidance regarding DerayaDot expectations.

4. Teacher Registration.

1. In order to become a "Teacher", you must first submit a complete application together with a copy of your ID, passport or other official identification card issued by the applicable government authorities through the DerayaDot Platform (the "Teacher Application"). Your completed Teacher Application will be evaluated by DerayaDot for approval. If your Teacher Application is approved, your Member status will be changed to "Teacher", you will have the ability to create and manage a Teacher profile on the DerayaDot Platform, and you can begin providing "Teacher Services", including offering and providing paid lessons (the "Lesson") to Students.

2. To the extent permitted by applicable law, DerayaDot may obtain (i) background check reports from public records or through third party venders regarding matters such as criminal convictions or sex offender registrations, and/or (ii) identity verification check reports. As a condition of applying to become a Teacher, you agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports. In order to obtain such identity verification check reports, you further agree and authorize us to provide the copy of your ID, passport or official identification card you submitted with a third-party vender. 

5. Teacher Services Description. All Teachers must create a description of their Teacher Services on the DerayaDot Platform. When creating the description of your Teaching Services, you agree to the following:

1. Write a specific, detailed service description with clear teaching scope and Lessons;

2. Set expectations that you can meet or exceed;

3. Do not offer services with the intent to commit fraud, provide services other than those outlined in your description, or offer any services in exchange for positive feedback or at no cost;

4. Do not advertise any third-party teaching service, platform, software, or application; and

5. Do not include any personal contact information, including but not limited to, email, telephone number, or social media account number.

6. Teacher Service Request. Once you receive a Teacher Service request from a Student, you agree to the following:

1. Use the DerayaDot Platform to manage all Teacher Service requests from Students;

2. Respond promptly to all Teacher Services related communications, whether from a Student or from DerayaDot;

3. Maintain a record of all important details of the communication between you and the Student. For the avoidance of doubt, communication may be conducted via emails, instant messages, telephone or in-person conversations, and important details generally includes information related to the scope of your Teacher Services, your time frames and availability to provide any Teacher Service, your price, your feedback to Student, any schedule changes, any delay of providing your Teacher Service, and completion of Lessons; and

4. Respond to all Teacher Services requests with accept, decline, or propose a time/date change. Do not ignore Teaching Service requests and allow them to expire. 

7. Lesson Policy. All Teachers are expected to comply with the following policies when providing a Lesson:

1. Commit to your scheduled Lesson. A confirmed Lesson is a commitment you make with a Student. Reschedule or cancel as a last resort and only after you have communicated this with your Student. If you know you will be away and unable to respond to Students for a certain period, take the responsibility to notify your Students of your absence and update the availability information on your DerayaDot Account profile accordingly.

2. Make records. Teachers should maintain a record of all important details of communications with the Students pursuant to Section 12.6(iii). If there is a dispute between Teacher and Student, DerayaDot will request both Teacher and Student to provide evidence in the format of screenshots, and such screenshots shall contain all information related to such dispute, such as the date, time and other communication details.

3. Start Teacher Services on time. Teachers should start any Lesson at the time scheduled with the Student, and should initiate contact with the Student, particularly with a first-time Student.

4. Connect with the Student. Teachers should connect with their Students on the agreed communication platform well before the scheduled start time for the Lesson. Don’t wait until the last minute.

5. Waiting for a late Student. If a Student is late for a scheduled Lesson, the Teacher should wait for the Student until the end of the period for the scheduled Lesson. The Teacher should be available to start the Lesson at any time during the scheduled period for the Lesson. The Teacher is not, however, required to make up for lost time due to the Student's late arrival.

6. End Lesson on time. Teachers should politely let Students know that their lessons are ending by reminding them before the end of the Lesson time period. You may politely tell the Student that you need to prepare for an upcoming Lesson with another Student.

7. Rescheduling a Lesson due to Student’s absence. If a Student fails to attend a Lesson and requests to reschedule the class, it is the Teacher decision to agree or reject.

8. Cancelation and Rescheduling. If you will be unable to provide your Teacher Services at the time previously agreed between you and a Student, you agree to (i) immediately inform the Student that you are unable to provide your Teacher Services at the scheduled time, and provide the Student with an explanation; and (ii) immediately inform DerayaDot customer service. If you were unable to inform the Student in advance due to an emergency, you are required to give an explanation to the Student as soon as you are able to do so.

After obtaining the consent from the Student, a Teacher may cancel or reschedule any scheduled Teacher Service (including a Lesson) at any time that is more than 24 hours before such Teacher Service is scheduled to start. Canceling or rescheduling a Teacher Service must be handled through the DerayaDot Platform, and by following the cancellation and rescheduling process.

Except in the rare case of true emergencies, no Teacher Service (including a Lesson) may be cancelled or rescheduled by a Teacher or Student within 24 hours of the start time for such Teacher Service.

9.  Payment and Feedback. After you provide any Teacher Services, you agree to the following:

1. Use the DerayaDot Payment Service to handle all financial matters related to your Teacher Services; and

2. Provide helpful, objective, balanced feedback for the Student.

10. Additional Guidelines. You also agree to the following additional guidelines in connection with providing your Teacher Services on the DerayaDot Platform:

1. Maintain the privacy of DerayaDot Students pursuant to the DerayaDot Privacy Policy, including refraining from requesting any personally identifiable information from Students, such as birth date, age, government issued identification number, phone number, or home address;

2. Maintain the privacy of your own personal information, including details related to your Teacher Wallet (as defined below);

3. Maintain records of all invoices and payments in connection with your Teacher Services;

4. Cooperate with DerayaDot in any anti-fraud actions and in resolving any disputes; and

5. Report any violation of the DerayaDot Terms or any other DerayaDot Policies, including misuse of ratings and feedback.

11. Service Standards

1. Be Culturally Sensitive. Respect the values and traditions of your Students. Unless specifically requested by the Student, please avoid asking about the following:

1. Your Student’s personal life.

2. Your Student’s political affiliations. 

3. Your Student’s religious affiliations. 

2. Be Patient and Polite

1. Do not berate, yell at, or insult a Student. Do not tell a Student he or she is dumb or insult their current level of  a certain subject.

2. Do not use rude or offensive language with a Student. Instead, use respectful language and speak to Students with professional courtesy.

3. Do not lose your temper with a Student.

3. Be Professional

1. Teachers must take the initiative in communicating with and managing Students. In addition to the Teacher Services guidelines described in Section 12, Teachers are expected to provide Teacher Services in a professional manner, which includes:

2. Being responsive. You should respond to messages from Students promptly. When you receive a Teacher Service request from a Student, you should respond within 48 hours OR before the start time proposed by the Student for the Teacher Service (whichever is sooner). The DerayaDot Platform will send you notifications when a Student send you a message or a Teacher Service request, but we recommend that you login to your DerayaDot Account at least twice a day to check and respond to messages and Teacher Service requests. 

3. Actively manage your calendar and profile. Maintain your calendar to accurately reflect the times you are available to provide Teacher Services. When you login to your DerayaDot Account, you should check and adjust your time availability schedule, and update your status. Students can view a Teacher’s last login time, so Teachers who actively manage their profile will naturally attract more Students. If you plan to take time off from providing Teacher Services, update your profile accordingly so that you will be removed from active Teacher listings.

4. Respect Student privacy. Recording audio or video of a Student is not permitted without the Student’s prior written or recorded consent.

5. Provide accurate and respectful feedback. DerayaDot provides a feedback and rating system to allow Students to publicly express their opinions to their Teacher’s instruction quality. DerayaDot does not monitor, censor, or investigate feedback and rating posts unless a problem is brought to our attention. If you believe a particular Student’s feedback or rating is improper, untrue or violates DerayaDot Terms or DerayaDot Policies, please report the incident to DerayaDot customer service.

12. Teacher Content. The terms of this Section 12.12 regarding Teacher Content applies to all Teachers providing Teacher Services on the DerayaDot Platform, in addition to the terms of Section 9 (Member Content) of the DerayaDot Terms.

1. Teacher Content Ownership. Any articles, video or any other materials used in your Teacher Services or submitted to the DerayaDot Platform in connection with your Teacher Services, such as your introduction video (the "Teacher Content"), constitute Member Content. As a result, pursuant to this section 12.12 and Section 9 (Member Content) of the DerayaDot Terms, you own the copyright to your Teacher Content, and DerayaDot does not claim any ownership rights in any Teacher Content.

2. Student License to Teacher Content.  You hereby grant each Student who purchases your Teacher Services a right to use, view and copy your Teacher Content that you use in providing your Teacher Services to such Student solely for personal and noncommercial educational purposes. You acknowledge that all of the representations, warranties, license grants and other provisions contained in Section 9 (Member Content) of the DerayaDot Terms apply to all of your Teacher Content that you submit to the DerayaDot Platform.

3. DerayaDot License to Teacher Content. otherwise exploit your Member Content (including your Teacher Content) pursuant to Section 9 (Member Content) of the DerayaDot Terms, you hereby grant DerayaDot a license to use your Teacher Content (including your introduction video if applicable) and information about your Teaching Services in marketing, advertising and promotion of the DerayaDot Platform in any medium. For the avoidance of doubt, DerayaDot may publish your introduction video to DerayaDot’s official channels in third-party video hosting and streaming services, such as Youtube. DerayaDot will remove any Teacher introduction videos from our official channels on third-party video hosting and streaming services upon written request from such Teacher sent to DerayaDot customer service. You also grant DerayaDot the right to use your profile name as part of our marketing, advertising and promotion of the DerayaDot Platform. 

13. Prohibitions. In addition to complying with the restrictions regarding improper use of the DerayaDot Platform described in Section 10 (Improper Use) of the DerayaDot Terms, you agree not to, and will not assist, encourage, or enable Students or other Teachers to:

1. Provide or post false, misleading, inaccurate, or plagiarized information on the DerayaDot Platform, including in your Teacher profile, course content, lesson history and feedback.

2. Fail to establish or maintain your DerayaDot Teacher profile to ensure that it contains complete, accurate, and updated information.

3. Provide your Teacher Services for free without the prior written consent of DerayaDot or in exchange for positive feedback or ratings from Students. 

4. Provide your Teacher Service, including offering and providing Lessons, to any "fake" Students that uses DerayaDot Account created by yourself or any third party to drive up your lesson counts and ratings in bad faith.

5. Forge or alter your education background, curriculum vitae, work experience or certificates.

6. Advertise or promote third party learning platforms.

7. Encourage or allow Students to work with you outside of the DerayaDot Platform or accept payment outside of the DerayaDot Platform. If a Student asks you to provide Teacher Services outside of the DerayaDot Platform, please remind the Student that lessons must be scheduled and paid for through the DerayaDot Platform. You can report the Student or contact DerayaDot customer support at https://derayadot.com/contact

In the event that you violate the prohibitions set forth in this Section 12.13, DerayaDot reserves the right to immediately suspend or deactivate your DerayaDot Account. DerayaDot also reserves the right to confiscate any earned DerayaDot Credits (as defined below), and you may lose access to your lesson and teaching history on the DerayaDot Platform. If you believe that others have violated these prohibitions, or if you are not sure whether any specific actions would violate these prohibitions, please contact DerayaDot customer support immediately.

13. PAYMENT TERMS 

This payment Terms ("Payment Terms") governs the Payment Services provided by DerayaDot to you. 

1. For the purposes of this Section 13 and for any reference hereto, the following terms shall have the meanings set forth below: 

1. "DerayaDot Credits" means the virtual currency purchased from DerayaDot, which can be used solely on the DerayaDot Platform to purchase Teacher Services, and does not have any value outside of the DerayaDot Platform. All Teacher Services on the DerayaDot Platform are paid for with DerayaDot Credits.

2. "Lesson Fees" or "Package Fees" means the amounts that are due and payable by a Student for confirmed lessons that have been given by a Teacher. The Teacher alone, and not DerayaDot, is responsible for setting the amount of the Lesson Fees or Package Fees.

3. "Service Fees" means the fees DerayaDot charges to the Teacher when using DerayaDot Connection Services.

4. "Student Wallet" means an account created by a Student to purchase DerayaDot Credits that will be spent on the DerayaDot Platform. DerayaDot Credits in a Student Wallet can be used to pay for Teacher Services provided by Teachers, and other services offered by or through the DerayaDot Platform.

5. "Payment Method" means a method or service available on the DerayaDot Platform for a Student to purchase DerayaDot Credits, such as credit card, debit card or PayPal.

6. "Teacher Wallet" means an account created by Teachers to receive payment for Teacher Services.

7. "Withdrawal Method" means a method or service available on the DerayaDot Platform for a Teacher to receive cash in the exchange for DerayaDot Credits, such as PayPal, and other third-party payment providers

2. Lesson Contract. Upon confirmation of Teacher Services, time, and price by both the Student and the Teacher, such Student and Teacher shall be considered as entering into a contract, pursuant to which the Student agrees to purchase, and the Teacher agrees to deliver, the Teacher Services (the "Lesson Contract"). You agree not to enter into any contractual provisions that conflict with the DerayaDot Terms or other DerayaDot Policies. The Student and Teacher each covenants and agrees to act with good faith and fair dealing in performance of the Lesson Contract. Furthermore, the Student and Teacher each acknowledges and agrees that the value, reputation, and goodwill of the DerayaDot Platform depends on their performance of the foregoing covenants and agreements. The Student and the Teacher therefore agree that DerayaDot has the right to take such actions with respect to the Lesson Contract, including without limitation suspension, termination, or legal actions, as DerayaDot in its sole discretion deems necessary to protect the value, reputation, and goodwill of the DerayaDot Platform.

3. Financial Terms For Students. For Students, you must use DerayaDot Credits to purchase Teacher Services from a Teacher. DerayaDot provides each Student with a Student Wallet to hold the DerayaDot Credits. 

1. Purchasing DerayaDot Credits. In order to acquire DerayaDot Credits, you may use a Payment Method to pay for the desired amount of DerayaDot Credits through your DerayaDot Account. By providing DerayaDot with the required information for the applicable Payment Method, you authorize us to charge for the amounts you selected on the payment page of your DerayaDot Account. Following a successful transaction, your Student Wallet will have the corresponding amount of DerayaDot Credits. You acknowledge and agree that the DerayaDot Credit you purchased will be used to pay DerayaDot or Teacher for the services on the DerayaDot Platform.

2. No Refunds on Authorized Payments. Authorized payments are final. No refunds will be given for DerayaDot Credits purchased

3. Third Party Payment Method Fees. When purchasing DerayaDot Credits, you may be charged additional fees by the third party that provides the applicable Payment Method. These fees are not under DerayaDot's control, and DerayaDot disclaims all liability in this regard. Whatever Payment Method you use may be subject to additional terms and conditions, which we recommend that you review before using such Payment Method

4. Cancelled Lesson Requests. If a Lesson Request is cancelled by the Student, declined by the Teacher, or expires (not confirmed by the Teacher within the request period), you will receive a 100% refund in the form of DerayaDot Credits to the student’s Wallet.

5. Confirmation of Lessons. As a Student, when you confirm a Lesson was successful, you confirm that the Teacher has completed the applicable Teacher Services fully and satisfactorily, and you are instructing DerayaDot to transfer the applicable DerayaDot Credits from your Student Wallet to the Teacher’s Teacher Wallet

6. Feedback and Ratings on Lessons. As a Student, when you confirm a Lesson was successful, you may be asked to leave feedback and a rating for the Teacher. Leaving feedback or a rating is optional. However, if you do so, you agree that your feedback must be genuine and honest, and will not commit fraud, spam, insult, harass, threaten, or otherwise misuse the feedback system.

7. You agree to report violations or abuses of our rating and feedback system by contacting Customer Service,  and agree not to take any actions that undermine the integrity of the feedback system.

4. Financial Terms for Teachers. For Teachers, you must use DerayaDot Credits to receive payment for Teacher Services from Students. DerayaDot provides each Teacher with a "Teacher Wallet" to hold the DerayaDot Credits and to convert DerayaDot Credits to cash.

1. Accepting Lesson Requests. Teachers will receive requests for Lessons from Students ("Lesson Requests"). By accepting a Lesson Request, you agree to provide the Lesson to the Student at the date and time as described in the applicable Lesson Request. You can choose to decline any Lesson Request. If you do not respond, the Lesson Request will automatically expire.

2. Cancellations of Lesson Requests. As a Teacher, you acknowledge and agree that DerayaDot may in its sole discretion cancel a confirmed Lesson Request pursuant to DerayaDot Terms and other DerayaDot Policies. You further acknowledge and agree that DerayaDot and the relevant Student will not have any liability for such cancellations or refunds.

3. DerayaDot Commission Fees. DerayaDot collects commission fees when successful completion of a Lesson is confirmed by the Student. For each successfully completed Lesson, the commission is 20% of the total cost of such Lesson ("Commission Fee"). The Commission Fee will be deducted upon the transfer of DerayaDot Credits to the Teacher's Teacher Wallet. DerayaDot may change the Commission Fee at its sole discretion from time to time, if any such change occurs, DerayaDot will notify the teacher for such change in the Commission Fee. The balance shown in the Teacher Wallet is the full balance after all fees have been deducted. Amounts may be rounded up or down as described in the "Rounding Off" section below. To the extent any refunds are issued to a Student, no Commission Fees will be charged to the Teacher with respect to DerayaDot Credits that are refunded back to the Student.

4. No Circumvention of Commission Fees. Teachers shall not to engage in any action or activity meant to circumvent the Commission Fees, with such actions or activities including, but not limited to, the following: (i) suggesting, soliciting, or accepting payment outside of the DerayaDot Platform, or by other means other than through the Payment Services; or (ii) reporting or listing an inaccurate price for a Lesson on the DerayaDot Platform, or charging a fee for a Lesson that is different from the amount agreed between Student and Teacher.

5. Withdrawal of Funds. When withdrawing DerayaDot Credits, you may be charged additional fees by the third party that provides the applicable Withdrawal Method. These fees are not under DerayaDot's control, and DerayaDot disclaims all liability in this regard. Whatever Withdrawal Method you use may be subject to additional terms and conditions, which we recommend that you review before using such Withdrawal Method.

6. Withholding or Delaying Disbursement of Funds. If DerayaDot determines that a Teacher's actions may have resulted or will result in a significant number of disputes, refunds or other claims from Students who purchased such Teacher’s Lessons, DerayaDot reserves the right to delay or stop the disbursement of all funds accrued in such Teacher's Teacher Wallet. If DerayaDot reasonably concludes that a Teacher has violated the DerayaDot Terms or other DerayaDot Policies, DerayaDot may refuse to disburse the funds accrued in such Teacher's Teacher Wallet and debit such funds from the Teacher Wallet.

7. Rounding Off. DerayaDot may, in its sole discretion, round up or round down amounts that are payable from or to Teachers or Students to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest shekel); for example denominated may round up an amount of ₪ 101.50 to ₪102.00, and may round down an amount of ₪101.49 to ₪101.00.  

8. Lesson Package. A Teacher may offer Students, and Students may purchase from a Teacher, more than one Lesson in a single package (each such lesson package, a "Lesson Package"). Students are expecting to complete all Lessons in the Lesson Packages within six (6) months of the purchase date (the "Package Expiration Date"). If there are any remaining Lessons that have not been completed on or before the Package Expiration Date, DerayaDot will send reminders to both the Student and the Teacher prior to the applicable Package Expiration Date. The Student may extend the Lesson Package on the Student’s DerayaDot Account before the applicable Package Expiration Date, but if the Student fails to do so, then all remaining DerayaDot Credits in the package will be sent to the Teacher, minus DerayaDot's Commission Fees.

9. Taxes.

1. Teachers shall be solely responsible for determining their applicable tax related duties in connection with the income obtained from their Teacher Services, and shall also be solely responsible for remitting to the relevant authority any applicable taxes that need to be paid. DerayaDot cannot and does not offer tax-related advice to any Members.

2. DerayaDot may be required by applicable laws to charge users with indirect taxes (such as Sales Tax, VAT or GST) or to withhold taxes. Any amount DerayaDot will be required to collect will be in addition to the Lesson/Package Fee and any other fees payable by the Student, and any amount DerayaDot will be required to withhold will be deducted from the Teacher’s revenue, as required by applicable laws.

3. Indirect taxes are in addition to the price shown on the site, and in any event, any such taxes will always be displayed to the Student before payment. 

4. Users are responsible for paying any direct or indirect taxes, including any GST, VAT, or income tax, which may apply to them depending on residency, location or otherwise, under provisions of their jurisdiction.

5. DerayaDot Credit Terms. 

1. DerayaDot Credits are not Bank Deposits. You acknowledge that: (1) DerayaDot is not a bank, and Student Wallets and Teacher Wallets are a payment service rather than a banking service; and (2) DerayaDot is not acting as a trustee or fiduciary with respect to your funds but is acting only as an agent and custodian. (3) DerayaDot IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN STUDENT WALLETS OR TEACHER WALLETS ARE NOT INSURED DEPOSITS.

2. DerayaDot Credits Expiration Policy. DerayaDot Credits in a DerayaDot Account will be valid for so long as the Member remains active on DerayaDot. If any Member’s DerayaDot Account has been inactive for more than twelve (12) months, the DerayaDot Credits will expire. Credits can be reactivated by contacting DerayaDot customer support with a reactivation request, with the condition that the credits have been expired for less than 18 months. Credits can be reactivated only one time and will be valid for 12 months after the reactivation. Any activity in the credits will extend the expiration date of the credits an additional 12 months.

3. Foreign Exchange Risk. DerayaDot Credits are tied to Israeli Shekels. DerayaDot is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than Israeli Shekels, nor is DerayaDot responsible for currency fluctuations that occur when receiving or sending payment via third party payment services when purchasing DerayaDot Credits or withdrawing a DerayaDot Credit balance.

4. DerayaDot Credits Limitations. DerayaDot Credits are valid only when purchased on the DerayaDot Platform. DerayaDot Credits in the form of DerayaDot gift cards or vouchers cannot be resold or redeemed for cash. DerayaDot Credits redeemed from gift cards or vouchers purchased through unofficial sources or channels are subject to cancellation without notice. 

6. DerayaDot's Rights Regarding DerayaDot Accounts and Funds

1. Security and Financial Fraud. As a security measure, DerayaDot may impose transaction limits on some or all Students and Teachers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will impose these limits before any services are rendered if we determine it is necessary for security reasons or the prevention of fraud.

DerayaDot reserves the right to void DerayaDot Credit purchases if purchases are found to be fraudulent. This includes DerayaDot Credits that have been redeemed from fraudulent DerayaDot gift card purchases.

2. Reservation of Rights for Erroneous Transactions. DerayaDot reserves the right to seek reimbursement from any Teacher or Student, if DerayaDot, in its sole discretion, determines that erroneous or duplicate transactions have occurred. DerayaDot may obtain such reimbursement by deducting from future payments owed to such Teacher, by reversing any DerayaDot Credits to such Teacher's Teacher Wallet, or by seeking reimbursement from such Teacher by any other lawful means.

3. Prohibition of Friendly Fraud. "Friendly Fraud" is when a person initiates a fraud dispute with a payment provider, claiming that their credit card (or other payment method) was not intended to be used. Because DerayaDot does not offer refunds, users that disagree with the policy have tried to use Friendly Fraud to receive a refund.

This type of behavior is illegal and prohibited by all payment providers. DerayaDot also strictly opposes Friendly Fraud. If Friendly Fraud is discovered, the Student's DerayaDot Account and Student Wallet will be deactivated, purchased credits will be confiscated, and the Student will be noted as a financial security risk. In the case of honest mistakes, DerayaDot can reverse the transaction. We strongly advise Students to contact DerayaDot Customer Service to resolve any financial disputes.

7. Prohibitions

In addition to complying with the restrictions regarding improper use of the DerayaDot Platform as set forth in Section 10 (Improper Use), you understand and agree that you are solely responsible for compliance with any applicable laws, rules, regulations, and tax obligations that may apply to you in connection with the use of the Payment Services. In addition, you may not and you agree that you will not:

1. Violate any law or regulation, or any order of a court, such as money laundering and internet fraud or theft;

2. Use the Payment Services for any commercial or other purposes that are not expressly permitted by this Payment Terms;

3. Use the Payment Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, personal contact information or credit, debit, calling card or account numbers, or photographs of others without their permission;

4. Register any Payment Method or Withdrawal Method with your DerayaDot account that is not yours or you do not have authorization to use;

5. Attempt to probe, scan, or test the vulnerability of any DerayaDot  system or network or breach any security or authentication measures;

6. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by DerayaDot  or any other third party (including another Member) to protect the Payment Services;

7. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Payment Services to send altered, deceptive or false source-identifying information;

8. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Payment Services;

9. Use credit cards or other payment methods fraudulently;

10. Advocate, encourage, or assist any third party in doing any of the foregoing.

DerayaDot has the right to fully investigate and prosecute violations of any of the above. In addition, and as set forth in this Payment Terms, DerayaDot may take a range of actions against you, including but not limited to limiting access to your DerayaDot Account and any associated Payment Services, for a violation of this Payment Terms.

14. Enforcement of DerayaDot Terms 

1. We may suspend or cancel your DerayaDot Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of these DerayaDot Terms or violated our rights or those of a third-party in connection with your use of the DerayaDot Platform. Without limiting DerayaDot's other remedies, we will suspend, cancel or terminate your DerayaDot Account, suspend your ability to use certain portions of the DerayaDot Platform, freeze or confiscate your DerayaDot Credits and/or ban you altogether from the DerayaDot Platform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these DerayaDot Terms or any other written policies and procedures posted on the DerayaDot Platform, including but not limited to DerayaDot Policies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for DerayaDot.

2. Once suspended or terminated, you may not continue to use the DerayaDot Platform under a different DerayaDot Account or re-register under a new DerayaDot Account. In addition, violations of these DerayaDot Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the DerayaDot Platform or otherwise reduce service fees owed or paid to DerayaDot under these DerayaDot Terms, you will be liable to DerayaDot  for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your circumvent  Account. DerayaDot reserves the right to terminate any Member or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files, and other material you store at the DerayaDot Platform.

15. DISCLAIMERS

THE DERAYADOT PLATFORM PROVIDED BY DERAYADOT AND THE SERVICES PROVIDED BY DERAYADOT, ANY OF OUR LICENSORS OR TEACHERS ARE PROVIDED ON AN "AS IS," AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND "WITH ALL FAULTS", WITH THE EXPRESS UNDERSTANDING THAT DERAYADOT MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. DERAYADOT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE DERAYADOT PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE DERAYADOT PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ADDITION, NOTWITHSTANDING ANY FEATURE A STUDENT MAY USE TO SELECT A TEACHER, EACH STUDENT IS RESPONSIBLE FOR SELECTING THEIR TEACHER AND NEGOTIATING A CONTRACT AND DERAYADOT DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A STUDENT ON THE DERAYADOT PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR TEACHER.DERAYADOTDOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY TEACHER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.

16. LIMITATION OF LIABILITY

IN NO EVENT SHALL DERAYADOT, OUR LICENSORS OR THE TEACHERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE DERAYADOT TERMS, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING ANY OTHER PROVISION OF THESE DERAYADOT TERMS, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE DERAYADOT PLATFORM PROVIDED UNDER THESE DERAYADOT TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $50 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

17. INDEMNIFICATION

and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the DerayaDot Platform, (ii) your decision to submit postings and accept offers from other Member, (iii) any breach of contract or other claims made by Members with which you conducted business through the DerayaDot Platform, (iv) your violation of these DerayaDot Terms, (v) any products or services purchased or obtained by you in connection with the DerayaDot Platform, (vi) any liability arising from the tax treatment of payments to Teachers, (vii) any negligent or intentional wrongdoing committed by you on or through the DerayaDot Platform, (viii) any infringement by you, or any third party using your DerayaDot Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Teacher or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as a Teacher or to a Teacher. DerayaDot reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify DerayaDot, and you agree to cooperate with DerayaDot’s defense of these claims. You agree not to settle any such matter without the prior written consent of DerayaDot. DerayaDot will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.

18. SUSPENSION, TERMINATION OR CANCELLATION

1. Termination by You. You may terminate these DerayaDot Terms at any time by closing your DerayaDot Account, discontinuing your use of the DerayaDot Platform and deleting the Applications from your device. You have the right to cancel your DerayaDot Account at any time.

2. Termination by DerayaDot. 

1. We may suspend, cancel or terminate your DerayaDot Account, suspend your ability to use certain portions of the DerayaDot Platform, freeze or confiscate your DerayaDot Credits and/or ban you altogether from the DerayaDot Platform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you has engaged in any of the restricted conduct described in Section 10 (Improper Use) or otherwise violated or may have violated these DerayaDot Terms and/or any DerayaDot Policies, or (b) your DerayaDot Account and use of the DerayaDot Platform have been inactive for more than twelve (18) months. To the extent that you violate these DerayaDot Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the DerayaDot Platform. We are under no obligation to compensate you for any such losses.

2. We reserve the right to stop making available any one or more of the DerayaDot Platform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you. Your license to the DerayaDot Platform automatically ends when we terminate access to such DerayaDot Platform. Any such action could prevent you from accessing your DerayaDot Account, the DerayaDot Platform, any DerayaDot Content, or any other related information.

3. Survival. In the event of any termination of these DerayaDot Terms, whether by you or DerayaDot, the following Sections will continue in full force and effect: Section 7 (Ownership), Section 9 (Member Content), including but not limited to DerayaDot  right to use your Member Content, Section 10 (Restrictions), Section 11 (Links), Section 14 (Enforcement of DerayaDot Terms ), Section 15 (Disclaimers), Section 16 (Limitation of Liability), Section 17 (Indemnification), Section 18  (Suspension, Termination or Cancellation) Section 19 (Notices), Section 20.1 (Entire Agreement) Section 20.2 (Waiver), Section 20.3 (Severability), Section 20.4 (Assignment), Section 20.5 (Governing Law, Jurisdiction Dispute Resolution), Section 20.6 (Feedback).

19. NOTICES 

Unless you otherwise indicate in writing to customer service in accordance with Section 20.7 (Contacting Customer Service), DerayaDot will communicate with you by email or by posting communications on the DerayaDot Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when DerayaDot sends the communication to the email address you have provided to DerayaDot on the DerayaDot Platform, or when DerayaDot posts such communication on the DerayaDot Platform. You must keep your email address updated on the DerayaDot Platform, and you must regularly check the DerayaDot Platform for postings. If you fail to respond to an email message from DerayaDot regarding violation, dispute, or complaint within two business days, DerayaDot will have the right to terminate or suspend your DerayaDot Account.

All notices to DerayaDot intended to have a legal effect concerning these DerayaDot Terms must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

Shlomo Ben Yosef 8, Tel Aviv, Israel  6912508

Attention: Areen Khalifa\Firas Khalifa

Email: DerayaDot.com

20. MISCELLANEOUS

1. Entire Agreement. Except as they may be amended or supplemented by additional DerayaDot policies, guidelines, standards, F&Q or terms for a specific product, feature, service or offering, these DerayaDot Terms together with the DerayaDot Policies constitute the entire and exclusive understanding and agreement between DerayaDot and you, pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between DerayaDot and you in relation to your access to and use of the DerayaDot Platform.

2. Waiver. The failure of DerayaDot to enforce any right or provision of the DerayaDot Terms will not constitute a waiver of future enforcement of that right or provision. The observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only by the prior written consent of a duly authorized representative of DerayaDot.

3. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be enforceable in accordance with its terms and interpreted so as to give effect, to the fullest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision.

4. Assignment. You may not assign or transfer these DerayaDot Terms, or any rights or obligations hereunder, by operation of law or otherwise, without DerayaDot's prior written consent. Any attempt by you to assign or transfer these DerayaDot Terms without such consent will be null and of no effect. DerayaDot may assign or transfer these DerayaDot Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these DerayaDot Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

5. Governing Law; Jurisdiction; Dispute Resolution 

1. Governing Law. The formation, interpretation, and performance of the DerayaDot Terms and any disputes arising out of it shall be governed by the laws of the State of Israel. The exclusive jurisdiction and venue

   for actions related to the DerayaDot Terms shall be the competent court in Tel Aviv, Israel. Notwithstanding anything to the contrary in this Section 20.5,our customer service department is available as noted in Section 20.7 (Contacting Customer Service) to address any concerns, disputes, claims or controversies you may have regarding the DerayaDot Platform, the DerayaDot Terms or the relationship between you and DerayaDot (collectively, "Disputes"). Most Disputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

2. Teacher Student Dispute. In the event of a disagreement between a Teacher and a Student, DerayaDot encourages the Teacher and Student to communicate directly and attempt to resolve the disagreement. If a Teacher and Student are unable to resolve a disagreement and DerayaDot is asked to mediate, DerayaDot may request that the Teacher and Student both provide communication records regarding the dispute, which should show all key relevant information including the time, date and communication details. Although DerayaDot will attempt to evaluate the dispute on an impartial basis, DerayaDot will have the authority to resolve the dispute in its sole discretion, and DerayaDot ’s resolution of the dispute will be final. As a result, DerayaDot shall have the right, in its sole discretion:

1. To transfer credits, offer a refund, or reverse a transaction.

2. To designate who shall bear the Commission Fee resulting from any such actions.

6. Feedback. By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against DerayaDot and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.

7. Contacting Customer Service. If you wish to report a violation of the DerayaDot Terms, have any questions, or need assistance, please contact DerayaDot customer service as follows: Email: DerayaDot@gmail.com.

8. Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.