Website Terms and Conditions of Use

Last Updated:  15 December, 2020

1. Terms

The website (collectively, the “Site”) is owned by Crystal Clear ESL (“Operator”)  By accessing the Site, you (“you”, “Customer”, “your”) are agreeing to be bound by these Website Terms and Conditions of Use (“Terms” or “Agreement”), our Privacy Policy all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws in the jurisdiction(s) in which you live or access this Site. If you do not agree with any of the Terms, you are prohibited from using or accessing this Site.

All content, programs and materials, including without limitation, lesson content, homework activities, placement tests, placement certifications, professional development webinar recordings, blog articles and educational games on this Site (the “Materials”) are protected by applicable intellectual property law.

Crystal Clear ESL reserves the right to modify the Terms at any time by posting a notice on the home page of this Site. Your use of this Site after the notice is posted indicates your agreement to be bound by the then current version of the Terms.

2. Access to this Site

In order to use this Site, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and pay any service fees associated with such access. System availability and access to the services available on this Site may be limited or unavailable for reasons which may include, without limitation, system performance. Crystal Clear ESL makes no representations, warranties or assurances as to the availability of this Site.

3. Services

By purchasing a subscription to the content and resources of the website, “Services” (“Subscription”) and registering for an account (“Account”), the Customer licenses sole access to the Services, for one teachers’ use only. Group access to the Services can be arranged only by contacting Crystal Clear ESL directly, and obtaining written permission based on a negotiated “Service Agreement”.

Where group access is explicitly granted, The Customer is responsible for the use of the Site, Services and Materials by all “Authorized Persons, in accordance with these Terms, including without limitation, the Code of Conduct as set out below.

Minors are not permitted to use the website or to access Services.

Certain portions of the Site and certain Services and Materials may be accessible free of charge with or without registering for an Account, or may be available on a free trial basis once you have registered an Account (as discussed below).

4. Intellectual Property

These Terms do not transfer from Crystal Clear ESL to you any intellectual property owned by Crystal Clear ESL or a third party and all right, title and interest in and to such intellectual property will remain (as between the parties) solely with Crystal Clear ESL. All trademarks, service marks, graphics and logos used in connection with this Site are the intellectual property of Crystal Clear ESL.  Other trademarks, service marks, graphics and logos used in connection with this Site may be the intellectual property of other third parties. Your use of this Site grants you no right or license to reproduce or otherwise use any Crystal Clear ESL or third-party trademarks. Crystal Clear ESL reserves the right to track, report and prosecute any unlawful use, sharing or reproduction of the intellectual property.

5. Limited Use License

Upon paying the applicable fees for the Subscription as set out in the order process (“Fees”), Crystal Clear ESL grants the Customer a limited use license to use the Site, Services and Materials solely for non-commercial use, or commercial use strictly limited to teaching live ESL classes, for your own commercial reward (the “Use License”). ‘Live ESL classes’ specifically excludes the production, publication and/or sale of any recorded lessons, including for Outschool FLEX, featuring any part of the Crystal Clear ESL lesson material with the exception of privately shared recordings of lessons originally taught directly to the student(s) and up to 1 minute of recordings for promotional purposes only. The Use License does permit a single teacher to teach the Materials live (not previously recorded) on Marketplace platforms, such as Outschool. This Use License is not a transfer of title and only entitles the Customer to use the Site, Services and Materials in accordance with these Terms and any additional terms and conditions as agreed to in writing by Crystal Clear ESL and the Customer.

The Use License shall automatically terminate if you violate any of the restrictions as set out in the Code of Conduct below and may be terminated by Crystal Clear ESL at any time. Upon the termination of the Use License, you can no longer view the Materials or use the Services on the Site.  Your unauthorized use of the Site may violate applicable laws and we reserve all rights to pursue any additional remedy we may choose.

6. Code of Conduct

All users of this Site (including schools, teachers, tutors and students) are required to comport themselves responsibly on this Site. Crystal Clear ESL reserves the right to terminate any Account on this Site without cause at any time for any conduct it determines, in its sole discretion, damages Crystal Clear ESL’s reputation, the usability of this Site or the user experience of persons other than yourself.

(a) Prohibited Uses: Without limiting the generality of the foregoing, users of the Site may not:

(i) post to the Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other content that violate any law;

(ii) act in a manner that invades the personal, property or publicity rights of any person;

(iii) use the Materials for any commercial purpose, other than as defined under the Use License, or for any public display (commercial or non-commercial);

(iv) include such Materials in or with any product or service that you create or distribute, including the sale, sub-licensing or distribution of pre-recorded lesson, such as for Outschool FLEX;

(v) scrape, reproduce, duplicate, copy, sell, rent, resell or exploit for any commercial purposes any portion of this Site, use of this Site, or access to this Site, or any of the Materials on this Site;

(vi) establish: (1) a hyperlink, including a deep link, to any page or location on this Site or any of the Materials on this Site; or (2) a frame containing any portion of this Site or any of the Materials on this Site, on any other website or text document with hyperlink capabilities without the express written permission of Crystal Clear ESL; or (3) copy such content onto your or any other website or publication;

(vii) attempt to decompile or reverse engineer any software contained on this Site;

(viii) remove any copyright or other proprietary notations from the Materials;

(ix) transfer the Materials to another person or “mirror” the Materials on any other server; or

(x) direct any other person to do any of the foregoing.

Crystal Clear ESL will investigate occurrences that may involve such violations and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations.

(b) Security of User Name and Password: When you open an Account to use or access this Site, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and are not entitled to provide your user name or password or otherwise facilitate access to the Account to any other person. You may not use the Account, user name, or password of someone else at any time. You agree to notify Crystal Clear ESL immediately of any unauthorized use of your Account, user name, or password. Crystal Clear ESL shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge or consent. You may be held liable for any losses incurred by Crystal Clear ESL, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your Account or password.

7. Disclaimer

The Materials are provided “as is”. To the greatest extent permitted by law, Crystal Clear ESL makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Crystal Clear ESL does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Materials on this Site or otherwise relating to such Materials or on any websites linked to this Site. Customer expressly agrees that they will not hold Crystal Clear ESL liable for any reliance they or any Authorized Person, including but not limited to teaching staff and students, places on any Materials found on the Site.

8. Limitations

In no event shall Crystal Clear ESL or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption), arising out of the use or inability to use the Materials on this Site, even if Crystal Clear ESL or a Crystal Clear ESL authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. Subject to the aforesaid qualification, Crystal Clear ESL’s liability shall be limited to the full extent of the law in the applicable jurisdiction. To the extent applicable, you agree by using any Materials on this Site that any of the aforesaid limitations are reasonable

9. Indemnity

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Crystal Clear ESL, our officers, directors, employees, affiliates, parents, subsidiaries, related entities and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Materials contained on the Site or your breach of these Terms. Crystal Clear ESL shall provide notice to you promptly of any such claim, suit, or proceeding and may choose in our sole discretion to assist you, at your expense, in defending any such claim, suit or proceeding.

  1. Free Trial or Free Account

If Customer registers on the Site for a free trial or free account, we will grant access to the Site and certain Services on a trial basis free of charge until the earlier of:  (a) the end of the free trial period for which you registered to use the applicable Services; or (b) the start date of any Subscriptions ordered by Customer.

Any data you enter into the services during your free trial will be permanently lost and/or destroyed and/or withheld unless you purchase a subscription to the same services as those covered by the free trial or purchase upgraded services, before the end of the trial period. You cannot transfer data entered during the trial period to a service that would be a downgrade from that covered in the free trial; therefore, if you purchase a service that would be downgrade from that covered by your free trial your data may be permanently lost and/or destroyed. Notwithstanding Section 4 and Section 5 during the free trial the services are provided ‘as-is’ without any warranty and Crystal Clear ESL shall accept no liability whatsoever (to the fullest extend permissible by law) in respect of the services.

Please review the user guide during the trial period so that you become familiar with the features and functions of the Services before you make your purchase.

  1. Payment and Renewal

In consideration for providing the Services applicable to the relevant Subscription, Customer agrees to pay to Crystal Clear ESL the Fees, without any set-off or deductions of any kind, as such order process may be amended from time to time in accordance with the terms hereof. Payment for the Fees shall be due and payable as specified in the order process. Due to the nature of the technology required to produce the Services and Internet instability, service interruptions may occur from time to time. No full, partial, or prorated refunds of the Fees will be made as adjustment for any such service interruption. Customer hereby acknowledges that changes in the nature of this Site’s Services that may be offered under these Terms that are beyond the control of Crystal Clear ESL do not constitute grounds for any full or partial refund of any advance fees paid.

Prices set out in the order process are exclusive of all taxes and Customer shall pay (and Crystal Clear ESL  shall have no liability for), any taxes, tariffs, duties, currency conversion fees and other charges or assessments imposed or levied by any government or governmental agency or similar body in connection with this Agreement, including any payment due pursuant to this agreement, including, without limitation, any national/federal, county/state/provincial/territorial and local sales, use, goods and services, value-added and personal property taxes on any payments due to Crystal Clear ESL in connection with this Agreement, except for tax based solely on the net income of Crystal Clear ESL.

Fees for Subscription will be charged on a pre-pay basis on the day Customer signs up for a Subscription and will cover the use of that Service for a monthly or annual Subscription period as indicated. Fees are not refundable.

Crystal Clear ESL shall have the right to increase the prices for its Service at any time. Customer’s continued use of the Services shall be deemed acceptance of any price increase.

Unless you notify Crystal Clear ESL at least seven (7) days before the end of the applicable Subscription period that you want to cancel a Subscription, your Subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly Subscription Fee (as the case may be) for such Subscription (as well as any applicable taxes) using any credit card or other payment mechanism we have on record for you. Subscriptions can be cancelled at any time in the Profile section of this Site. No refund will be made in the event that you request to cancel a Subscription after it has been purchased in accordance with these Terms.

  1. Revisions and Errata

The Materials appearing on this Site could include technical, typographical, or photographic errors. Crystal Clear ESL does not warrant that any of the Materials on this Site are accurate, complete, or current. Crystal Clear ESL may make changes to the Materials contained on this Site at any time without notice. Crystal Clear ESL does not, however, make any commitment to update the Materials.

  1. Links

Crystal Clear ESL has not reviewed all of the websites linked to this Site and is not responsible for the contents of any such linked websites, including links or suggestions for externally published reading material or videos within the Materials. The inclusion of any link does not imply endorsement by Crystal Clear ESL of the linked website. Use of any such linked website is at the user’s own risk.

  1. Common European Framework of Reference for Languages

Crystal Clear ESL is not affiliated, approved or endorsed by the CEFR. All other trademarks on this website are the property of their respective owners. Equivalencies made between the Material and the CEFR are suggestions only, and do not reflect any certified equivalent; furthermore, these are subject to revision by Crystal Clear ESL.

  1. Whitelabel Option

Crystal Clear ESL sells a Whitelabel Option. A Customer who purchases a Whitelabel Option is granted a right to place a personal logo on certain parts of the Site and the Site content. The right granted to Customer to place a personal logo on certain parts of the Site and the Site content can be revoked by Crystal Clear ESL at any time. Breaching any Terms set forth and agreed hereto results in an automatic forfeit, by Customer, of their right to place a personal logo on certain parts of the Site and the Site content.

  1. b) It is expressly agreed, that the purchase of a Whitelabel Option does not alter any Terms set forth and agreed hereto. If the purchase of such package includes a “white label” service, whereby the Customer is entitled to post its own Terms and Conditions and Privacy Policy on the Site, or the version of the Site provided to the Customer does not include Crystal Clear ESL’s Terms and Conditions and Privacy Policy, Customer agrees that the Code of Conduct as set out in section 6 above shall be included in the Customer’s Terms and Conditions posted on the Site.
  2. Miscellaneous
  3. a) Governing Law:This Agreement shall be governed by the laws of the United Kingdom, without regard to conflicts of law provisions. The parties agree that the exclusive jurisdiction of any dispute arising out of, or relating to, this Agreement or any dispute arising out of, or relating to, this Agreement or the Services or Subscriptions provided in connection therewith shall be in the county and national courts of the United Kingdom.
  4. b) Entire Agreement:This Agreement is the entire and exclusive agreement between the parties, and it supersedes all previous communications, representations or agreements, either oral or written, between them with respect to this subject matter. No representations or statements of any kind made by any affiliate, employee, or agent of Crystal Clear ESL, which are not included in this Agreement, shall be binding on Crystal Clear ESL or its affiliates.
  5. c) Amendments:You may not modify or amend this Agreement, in whole or in part, without the prior written consent of an authorized representative of Crystal Clear ESL. However, Crystal Clear ESL may replace this Agreement from time to time and your subsequent use of this Site, or any Materials provided through this Site, will be subject in all respects to the terms and conditions of such Agreement in force at the time of such subsequent use. You are advised to check this Agreement regularly for any modifications.
  6. d) Waiver:No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both parties and Crystal Clear ESL’s failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
  7. e) Severability:If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.
  8. f) Interpretation:This Agreement shall inure to the benefit of Crystal Clear ESL and its subsidiaries and affiliates. Any and all references in this Agreement to Crystal Clear ESL and its affiliates shall, where the context so permits, include any relevant parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents. The headings contained herein are for convenience only and shall have no legal or interpretive effect. Additional terms and conditions may apply when you use other services, affiliate services, third party content or third party software on or through a link provided on this Site.
  9. g) Relationship:The relationship between Crystal Clear ESL and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or your use of the Site.
  10. h) Assignment:Crystal Clear ESL may assign or novate its rights and obligations under this Agreement to any party at any time without prior notice to you and without any need for consent from you.
  11. i) Email Communication: When you contact us or register for an Account on this Site, you consent to receive communications from us electronically related to your Account. You agree that any such communication via email shall constitute legal written communication in compliance with any and all legal notice requirements (to the fullest extent possible by law).
  12. j) Language of Agreement: The parties have agreed that this contract and all related documents be drafted in English.