THE TUTOR AGREEMENT

Last updated: January 8, 2025.

 

Welcome to Yo! Inglês! We connect individuals from Brazil who want to learn a language (“Yosers”) with a professional with proficiency in the English language, whether or not a native speaker, who can help them learn (“Tutors,” “you,” or “your”) for real-time video chat language tutoring sessions (“Tutoring Services”). This Tutor Agreement (the “Agreement”) rules your access to and use of Yo! Inglês’ websites and applications, including www.yoingles.com/tutors (the “Sites”) and Yo! Zone (the “Software,” and together with Sites, the “Platform”). The Platform is altogether made available by Yo! Edtech LLC (“YO! INGLÊS,” “we,” “us,” or “our”), in accordance with the terms and conditions provided in this Agreement. The term "Users" refers to anyone accessing or using the Platform.

 

The Tutoring Services Agreement between the Tutor and YO! INGLÊS is supplemented by this Tutor Agreement, which establishes supplementary terms and conditions that govern your access, registration, and utilization of the Platform in your role as a Tutor.  In this document, capitalized elements may have the same meaning as those specified in the Tutoring Services Agreement. Elements that are not defined in this Agreement have the meaning set forth in the Tutoring Services Agreement. In the event of a conflict between the terms of this Tutor Agreement and the terms of the Tutoring Services Agreement, the Tutoring Services Agreement shall prevail only if it has been entered into effect between YO! INGLÊS and the Tutor. This Agreement will supersede otherwise.

 

If you created an account on the Platform before the date posted above, this Tutor Agreement is effective thirty (30) days after the date posted above. For everyone else, this Tutor Agreement is effective as of the date posted above.

 

• Please note: Section 24 requires, with limited exception, that you give up your right to file a lawsuit in court and have your claims heard by a jury.
• Please review this Agreement in its entirety. By accessing the Platform or registering for a Tutor Account, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including, as applicable, the court or jury trial waiver and the Session recording provisions, and that you are binding you, your heirs, assigns, and successors to this Agreement. If you are agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organization or entity).
• If you do not agree to all the terms and conditions of this Agreement, you may not access or use the Platform.

 

1.  QUALIFICATION AND RULES FOR TUTORS

Qualification.  YO! INGLÊS accepts applications from prospective Tutors who want to provide Tutoring Services through the Platform.  YO! INGLÊS retains the right to request information to evaluate Tutor eligibility to offer Tutoring Services and YO! INGLÊS reserves the right to approve or decline Tutor request for any reason, or no reason at all, at the absolute discretion of YO! INGLÊS.

YO INGLÊS may issue other tutor eligibility requirements from time to time, and the requirements may vary depending on the applicable Tutoring Service. YO INGLÊS reserves the right to assess and reassess your eligibility at any time at its sole discretion and may request information from you at any time to make such determinations.

As a prospective Tutor, you represent that you are over the age of 18. You may use the Platform only if you can form a binding contract with YO! INGLÊS, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. If YO! INGLÊS has previously prohibited you from accessing or using the Platform, you are not permitted to access or use the Platform.

Services to Be Rendered.  If a prospective Tutor is approved as a Tutor on the Platform, the Tutor will be eligible to offer Tutoring Services through the Platform to Yosers.  The Tutor consents to provide Tutoring Services with the utmost diligence and to collaborate with YO! INGLÊS’ personnel, not to interfere with the conduct of YO! INGLÊS’ business, and to observe all YO! INGLÊS rules, regulations, and security requirements concerning the safety and safeguarding of persons and property.

2.  ADDITIONAL RULES AND POLICIES

Policies.  You are subject to any additional posted rules and policies that apply to, but not limited to, specific services, offers, and features when using and offering Tutoring Services on the Platform (the “Policies”). This Agreement incorporates all such Policies, which are accessible on the Platform.

3.  DATA PRIVACY

Privacy Policy.  YO! INGLÊS’ Privacy Policy is incorporated into this Agreement. Please read the Privacy Policy carefully for details relating to the collection, use, and disclosure of your personal information.

Yoser Data.  The Tutor acknowledges that while providing their services to Yosers, they may receive personal information from Yosers, which may include, but is not limited to, access to recordings of Sessions, the Yoser’s age, geographical location, profession, and/or language skills (collectively referred to as “Yoser Data”). The term "personal information" or "personal data" will be understood in accordance with the definitions provided by relevant data protection regulations, such as the General Data Protection Regulation (EU 2016/679) (“GDPR”) or the Brazilian General Data Protection Law (Law No. 13,709/2018, amended by Law No. 13,853/2019) (“LGPD”), along with state laws governing data privacy such as the Florida Information Protection Act of 2014 (“FIPA”). The Tutor agrees to access or utilize Yoser Data exclusively for the purpose of delivering the Tutoring Services. The Tutor is permitted to use or disclose Yoser Data for additional purposes only when explicitly permitted by the respective Yoser or as mandated by applicable laws. Without diminishing any of the Tutor's responsibilities as a “controller” under the GDPR, a “controller” under the LGPD, and a “covered entity” under the FIPA, wherever applicable, the Tutor commits to safeguarding and securing Yoser Data in compliance with the relevant legal requirements.

4.  MODIFICATIONS

YO! INGLÊS reserves the right to make changes to this Agreement at any time. Unless specifically stated in this Agreement, these changes will take effect for current Tutors after YO! INGLÊS notifies them of the changes, either via the Platform's Tutor interface or by sending to the email address linked to the Tutor Account; and once the Tutor opts in or gives explicit consent to the changes or a version of this Agreement that includes the changes. If the Tutor sends written notice indicating that they do not accept a suggested change or refuses to formally agree to a proposed modification, YO! INGLÊS may terminate the Tutoring Services Agreement and the Tutor's access to the Platform.

5.  INDEPENDENT CONTRACTOR 

Independent Contractor Status.  The Parties to this Tutor Agreement explicitly intend that the Tutor is an independent contractor and not an employee, agent, joint venturer, or partner of YO! INGLÊS for any purpose.  The Tutor shall not be entitled to any benefits that YO! INGLÊS may offer employees occasionally, and YO INGLÊS will not withhold any employment taxes from any payments made to you in connection with your use of the Platform. You will be solely responsible for all local, state and federal income taxes, contributions imposed or required under unemployment insurance, social security taxes, and medical insurance. You and your service providers (e.g., your contractors, affiliates, and employees) are not entitled to YO! INGLÊS unemployment insurance benefits unless unemployment compensation coverage is provided by you or some other entity. You agree to report income received from YO! INGLÊS consistent with the reporting requirements of an independent contractor, and you will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving YO! INGLÊS that is inconsistent with you being an independent contractor.

Performance of Services.  As an independent contractor, you have the right to control and determine the time, place, methods, manner and means of performing Tutoring Services, including for example, hiring employees and independent contractors in connection with your Tutoring Services. YO! INGLÊS does not dictate the specific time of performance, and does not guarantee you any minimum number of Yosers or amount of revenue. In performing Tutoring Services, the amount of time you use the Platform on any given day will be entirely within your control. You alone are responsible for providing any equipment and supplies required to access the Platform and provide Tutoring Services. YO! INGLÊS does not provide expense reimbursement to you. You will at all times comply with any and all applicable laws, ordinances, statutes, executive orders, and regulations, federal, state, county, and municipal, in connection with providing Tutoring Services.

Non-Exclusivity.  You retain the right (and YO! INGLÊS expects you to exercise that right) to make your services available on other platforms and to contract with third parties for your services without restriction. YO! INGLÊS similarly retains the right to invite other service providers to make their services available through the Platform without restriction.

Scope of Authority.  You are not authorized to transact business, incur obligations, sell goods, receive payments, solicit orders or assign or create any obligation of any kind, express or implied, on behalf of YO! INGLÊS or any of YO! INGLÊS’ related or affiliated entities, or to bind in any way whatsoever, or to make any promise, warranty or representation on behalf of YO! INGLÊS or any of YO! INGLÊS’ related or affiliated entities with respect to any matter, except as expressly authorized in a writing signed by an authorized representative of YO! INGLÊS. You are not permitted to use YO! INGLÊS’ trade names or marks except in compliance with our published brand guidelines.

Injury.  In the event that you or your service providers cause injury to any third party in connection with the Tutoring Services, you acknowledge and agree that they will not be covered by any general liability or automobile liability insurance coverage that YO! INGLÊS may have, and that YO! INGLÊS is not making any commitment to defend and/or indemnify them in such circumstances, and specifically denies any such obligation. You and your service providers are not entitled to YO! INGLÊS’ workers’ compensation benefits unless workers’ compensation coverage is provided by you or some other entity. In the event that you or your service providers are injured in connection with the Tutoring Services, you acknowledge and agree that you will not be covered by any workers’ compensation insurance coverage that YO! INGLÊS may provide to its employees.

6.  ENGAGEMENT AND PAYMENT

Recruitment Process.  At YO! INGLÊS, the recruitment includes the following steps: (1) application – interested applicants shall register to the Site and submit their application through our application form, which is the sole method to apply; (2) selection – our team members shall select applicants whose skills may be a good fit for the tutoring role and send out interview invites; (3) interview – our team members will hold 45-minutes interviews with selected applicants and during the time assess their English language skills, personality, and other relevant skills; (4) feedback – applicants shall receive feedback within 4 days of the interview, depending on the workload of the team; (5) contract and profile information – in case an applicant is offered a Tutoring Services opportunity, YO! INGLÊS shall provide the contract for signature through an e-signature service, as well as request profile information, which includes, but is not limited to, profile photos and videos; and (6) account activation – upon profile completion and contract signature, the Tutor shall have their account activated and begin tutoring. 

Services Rendered.  The Tutor shall possess the authority to regulate and determine the timing, location, methods, and means by which Tutoring Services are delivered on the Platform. In the course of providing these services, the Tutor will have complete control over the utilization of the Platform for a designated period each day. Furthermore, Tutor will supply all necessary equipment and materials required to effectively deliver the Tutoring Services, which includes the electronic device utilized to operate the Platform.

Teaching Discretion.  In delivering the Tutoring Services, Tutor has the discretion to manage and oversee the specifics of how those Services are performed, which includes the particular lessons, vocabulary, or exercises utilized by the Tutor in fulfilling the Tutoring Services. Nevertheless, the Tutoring Services outlined in this Agreement must adhere to YO! INGLÊS’ standards of quality and service will be subject to YO! INGLÊS’ overarching right to inspect and supervise.

Payment.  Payment for Tutoring Services is made on a monthly basis whenever you are owed at least US$36.00 (the “Minimum Payment Threshold”) unless you elect to receive payment on a different schedule. Payment will be made through a third-party payment processor designated by YO! INGLÊS (e.g. Payoneer), to the payment account associated with your YO! INGLÊS account. You are responsible for ensuring the accuracy and security of your payment account information, and for your ability to access that account and payments made to that account. YO! INGLÊS cannot reverse and reissue such payments to different accounts.

7.  ACCOUNT REGISTRATION AND USE

Tutor Registration.  To utilize the Platform and provide Tutoring Services to Yosers, Tutors must sign up and establish an account through the Site (the “Tutor Account”). As part of the registration process, we may ask a Tutor to: (a) supply their first, middle, and last names, (b) give their date of birth, (c) specify their nationality, (d) state their current country of residence, (e) indicate their current time zone, (f) provide an email address, (g) create a distinct password, and (h) confirm that the Tutor is at least eighteen (18) years old. 

Accuracy of Registration.  The Tutor agrees that the information they provide will always be truthful, precise, current, and complete. The Tutor also agrees to keep this information confidential, accurate, and updated at all times.

Password.  When registering, the Tutor will be required to create a password. The Tutor is entirely accountable for maintaining the confidentiality of their Tutor Account and password and for limiting access to their computer, and the Tutor will be liable for all actions taken under their Tutor Account. If the Tutor suspects that their Tutor Account has become insecure (for example, due to loss, theft, or unauthorized disclosure or use of their Tutor Account ID or password), they will promptly inform YO! INGLÊS. The Tutor may be responsible for any losses experienced by YO! INGLÊS, Yosers, or others due to unauthorized use of their Tutor Account.

Personal Use.  Except as otherwise stated, YO! INGLÊS accounts are intended solely for use by the Tutor who registered for that account. The Tutor agrees not to disclose their access email address and password to others or allow anyone else to access or utilize their YO! INGLÊS account. Under any circumstances, a Tutor may permit other individuals to use their Tutor Account to provide any services.

8.  RULES AND PROHIBITIONS

You may not:

8.1 access or use the Platform for any purpose that is unlawful or prohibited by this Agreement;

8.2 use the Platform in any manner that, in our sole discretion, could damage, disable, overburden, or impair it or interfere with any other party’s use of the Platform;

8.3 intentionally interfere with or damage the operation of the Platform, or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code; remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of any content accessible through the Platform, or features that enforce limitations on the use of the Platform;

8.4 attempt to gain unauthorized access to the Platform, or any part of it, other accounts, computer systems, or networks connected to the Platform, or any part of it, through hacking, password mining, or any other means or interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform;

8.5 obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platform;

8.6 use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform;

8.7 utilize any trademark, logo, or other YO! INGLÊS materials without our express written consent, including through framing techniques or in meta tags of “hidden text;”

8.8 modify the Platform in any manner or form, or use modified versions of the Platform, including (without limitation) for obtaining unauthorized access to the Platform;

8.9 create more than one account, use another person’s account without authorization, impersonate any person or entity; or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Platform;

8.10 in any way violate any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights;

8.11 spam anyone;

8.12 post advertisements or conduct any commercial solicitation purposes without YO! INGLÊS’ written permission;

8.13 engage in conduct or post content that is libelous, defamatory, abusive, threatening, harassing, hateful, obscene, offensive, humiliating to other people (publicly or otherwise), or otherwise violates any law or right of YO! INGLÊS or any third party;

8.14 share other people's private or personally identifiable information without their express authorization and permission; or

8.15 attempt to indirectly undertake any of the foregoing.

As a Tutor, you further agree to only engage in Sessions for the sole purpose of teaching language skills to a Yoser.

9.  SAFETY AND TRUST

YO! INGLÊS strives to promote a safe and inclusive learning environment but has limited control over how Yosers and Tutors may interact with one another. You acknowledge that YO! INGLÊS makes no representations or warranties about Yosers or Tutors, their use of the Platform, or their background, training, or behavior. Please contact YO! INGLÊS’ support team via [email protected] if you have concerns in that regard.

10.  LICENSE TO USE THE PLATFORM

Subject to your compliance with the terms of this Agreement, YO! INGLÊS grants you a limited, non-exclusive, non-assignable, non-sub-licensable, revocable license to access and use the Platform as it is provided to you by YO! INGLÊS solely for your personal, noncommercial use and only in connection with your access to and participation in the Platform and only in a manner that complies with all legal requirements that apply to you or your use of the Platform, including those relating to data security and data privacy, such as those specified in YO! INGLÊS Privacy Policy. YO! INGLÊS may revoke this license at any time, in its sole discretion. Upon such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Platform, as well as all copies of such materials, whether made in accordance with this Agreement or otherwise.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Platform or content available therein, except as expressly permitted in this Agreement. The Platform or content available therein is provided to you AS IS. If you download or print a copy of any content available on the Platform for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by YO! INGLÊS or its licensors, except for the licenses and rights expressly granted in this Agreement.

11.  TUTOR CONTENT

We may allow you to submit, post, upload, publish, transfer, link, display, or otherwise make available (hereinafter, "post") information, text, graphics, photograph, audio, video, postings, reviews, designs, inventions, or other materials on the Platform ("Tutor Content") that may or may not be viewable by others.

You retain ownership of all intellectual property rights you have in the Tutor Content you post on the Platform. By posting Tutor Content on or through the Platform, you grant YO! INGLÊS a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, and otherwise exploit such Tutor Content in any format or medium now known or developed in the future for YO! INGLÊS’ business purposes or as required by law or legal process. In the interest of clarity, the license granted to YO! INGLÊS will survive termination of the Platform or your Tutor Account. You represent, warrant, and agree that you have the necessary rights to grant us the license described in this Section for any Tutor Content that you post.

You agree that this license includes the right for other Users with permitted access to your Tutor Content (e.g. Tutors or Yosers) to use your Tutor Content in conjunction with participation in the Platform and as permitted through the functionality of the Platform.

You will be solely responsible for your own Tutor Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your Tutor Content. You understand that YO! INGLÊS does not control and is not responsible for Tutor Content, and that by using the Platform, you may be exposed to content from other Users (e.g. Tutors or Yosers) that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. To report any inappropriate activity, please contact YO! INGLÊS’ support team via [email protected]. Please also note that Tutor Content may contain typographical or other inadvertent errors or inaccuracies.

YO! INGLÊS reserves the right in its sole discretion to remove or disable access to any Tutor Content from the Platform, suspend or terminate your Tutor Account at any time, or pursue any other remedy or relief available under equity or law if you post any Tutor Content that violates this Agreement or we consider to be objectionable for any reason. You agree that YO! INGLÊS reserves the right to monitor Tutor Content (but does not assume the obligation), and you understand it remains your sole responsibility to monitor your Tutor Content and ensure that your Tutor Content is accurate and consistent with your representations and warranties in this Agreement.

YO! INGLÊS reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to Tutor support requests, or (v) protect the rights, property or safety of YO! INGLÊS, its Users, and the public.

12.  OWNERSHIP AND PROPRIETARY RIGHTS

The Platform is owned and operated by YO! INGLÊS. The videos, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Platform (“YO! INGLÊS Materials”) may be protected by United States copyright, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All YO! INGLÊS Materials are the property of YO! INGLÊS or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to YO! INGLÊS or its affiliates and/or third-party licensors. Except as expressly authorized by YO! INGLÊS, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of YO! INGLÊS Materials.

Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Platform is entirely voluntary, and we will be free to use such feedback, comment,s or suggestions without any obligation to you. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against YO! INGLÊS and its Users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of your Tutor Account or the Platform.

13.  SESSIONS

Hardware and Software.  Participating in a Session necessitates compatible hardware and may require you to download and install specific software. You are fully responsible for acquiring and setting up any necessary hardware and software, as well as ensuring their compatibility with your system, assuming all associated risks and liabilities. You acknowledge that it is your duty to review and adhere to all relevant license agreements and other terms and conditions pertaining to any software you use in relation to Sessions and the Platform in general.

Restrictions on Use.  The Tutor agrees to conduct Sessions solely for the purpose of teaching language skills to Yosers and commits not to record, duplicate, redistribute, broadcast, publicly perform, or publicly display any Session unless permitted by the Tutoring Services Agreement and this Agreement.

Session Recordings.  Sessions may be recorded or monitored. The Tutor hereby agrees to: (a) the monitoring or recording of any Session in which the Tutor participates, including their likeness; (b) YO! INGLÊS copying and utilizing such recordings to provide the Services, including but not limited to Tutor evaluation, Tutor training, dispute resolution, and enhancing the Platform; (c) making such recordings available to Yosers; (d) using or disclosing such recordings by YO! INGLÊS as required by law or legal processes, or as YO! INGLÊS finds necessary to enforce or protect its rights or the rights of third parties; and (e) as otherwise agreed by the Tutor. The Tutor waives any publicity, privacy, or other rights under applicable law that could prevent YO! INGLÊS from using Session recordings for the limited purposes specified in this Subsection or as otherwise agreed upon by the Tutor, and grants a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicensable, and transferable license under any intellectual property rights in or to any Session recording or content contained therein to YO! INGLÊS to copy, modify, distribute, and utilize such recording and content for its business purposes as outlined here, or as mandated by law or legal processes. Nevertheless, you may have specific options regarding access to or retention of session recordings as described in our Tutor Privacy Notice. You agree not to record, copy, redistribute, broadcast, publicly perform or publicly display any Session, except as allowed by this Agreement. To the extent recordings are made available to you by YO! INGLÊS, you agree to use them solely for your personal use and not for further distribution or publication.

14.  PROPRIETARY INFORMATION

Without restricting the implications of the Tutoring Services Agreement, the Tutor acknowledges that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs, or any other written, photographic, or tangible materials that contain YO! INGLÊS's proprietary information—whether created by the Tutor or others—will come under their custody or possession and will remain the exclusive property of YO! INGLÊS. These materials may only be utilized by the Tutor while performing their duties for YO! INGLÊS in relation to the Tutoring Services Agreement and must not be duplicated or taken out of YO! INGLÊS’s control and jurisdiction unless in pursuit of YO! INGLÊS’s business. All such materials, along with any copies and all tangible property belonging to YO! INGLÊS that the Tutor has in their custody or possession must be returned to YO! INGLÊS upon the earlier of (a) a request from YO! INGLÊS or (b) the end of the Tutoring Services Agreement. After this return, the Tutor shall not keep any of these materials, copies, or tangible property. 

The Tutor's responsibilities regarding YO! INGLÊS's proprietary information also apply to similar types of information, materials, and tangible property belonging to YO! INGLÊS's customers, suppliers, or other third parties that may have shared or entrusted such information with YO! INGLÊS or the Tutor.

15.  ACKNOWLEDGEMENT AND CONSENT OF TUTOR; RELEASE OF OBLIGATIONS

The Tutor gives YO! INGLÊS the permission and right to utilize, indefinitely, the Tutor’s name, likeness, image, voice, recorded voice, appearance, recorded appearance (including through videos or photographs), biographical details, performance, and/or testimonials (collectively referred to as “Appearance”) in any format and through any medium, whether currently existing or developed in the future, globally, at any time, for the purposes of advertising and promoting YO! INGLÊS’s products and services without the need for review, approval, or any form of compensation whatsoever. 

YO! INGLÊS will fully own any recordings, products, copies, presentations, or other materials or files that include or showcase the Tutor’s Appearance (“Ad Product”), including copyrights, and the Tutor acknowledges that they have no stake or ownership in the Ad Product (or any part of it) or its copyright. This authorization encompasses, but is not limited to, the right of YO! INGLÊS to edit, shorten, enhance, title, or compile Tutor’s Appearance in whole or part, as YO! INGLÊS chooses at its sole discretion.

16.  THE DEVELOPMENTS

The Tutor shall fully and promptly inform YO! INGLÊS about all inventions, creations, enhancements, discoveries, methods, developments, software, and works of authorship—regardless of their patentability—that are developed, created, conceived, or realized by them or under their supervision or collaboratively with others during the time frame when the Tutor can provide services on the Platform (referred to hereinafter as the “Service Period”), whether or not such activities occur during regular working hours or on YO! INGLÊS’s premises (collectively, these are termed “Developments” in this Agreement). 

The Tutor agrees to assign and is hereby assigning to YO! INGLÊS (or any individual or entity that YO! INGLÊS designates) all of their rights, title, and interest in all Developments along with any associated patents, patent applications, copyrights, and copyright applications. However, the aforementioned clause is not applicable to Developments that are unrelated to the current or anticipated business or research and development of YO! INGLÊS and that are conceived and created by the Tutor outside of normal working hours, away from YO! INGLÊS’s premises, and without using YO! INGLÊS’s tools, devices, equipment, or materials. 

The Tutor acknowledges that this Agreement will be interpreted according to the laws of any state that prohibits requiring a person to assign certain types of inventions, thus this Section 16 will not apply to any invention that a court determines and/or that YO! INGLÊS agrees falls within such exempt classes. The Tutor relinquishes all claims related to any Developments. The Tutor agrees to fully cooperate with YO! INGLÊS, both during and after the Service Period, regarding the acquisition, maintenance, and enforcement of copyrights, patents, and other intellectual property rights (both domestically and internationally) associated with Developments. 

The Tutor will sign all necessary documents, including but not limited to copyright applications, patent applications, declarations, oaths, formal assignments, priority rights assignments, and powers of attorney, which YO! INGLÊS considers necessary or beneficial for safeguarding its rights and interests in any Development. 

Furthermore, the Tutor agrees that if YO! INGLÊS is unable to obtain the Tutor's signature on any such documents after making reasonable efforts, any executive officer of YO! INGLÊS may act as the representative and attorney-in-fact for the Tutor to sign those documents, and the Tutor hereby irrevocably appoints each executive officer of YO! INGLÊS as his or her agent and attorney-in-fact to sign those documents on his, her, or its behalf and to take any actions YO! INGLÊS deems necessary or desirable to protect its rights and interests in any Development, as described in this provision.

17.  OTHER AGREEMENTS 

You hereby represent that, except as you have disclosed in writing to YO! INGLÊS, you are not bound by the terms of any agreement with any third party to refrain from (a) using or disclosing any trade secret or confidential or proprietary information in the course of your consultancy with YO! INGLÊS, (b) competing, directly or indirectly, with them, or (c) soliciting their employees, customers or suppliers. You further represent that your performance of the terms of this Agreement, the Tutoring Services Agreement, and your performance of Tutoring Services do not and will not breach any agreement with any third party to which you are a party (including without limitation any nondisclosure or non-competition agreement) and that you will not disclose to YO! INGLÊS or induce YO! INGLÊS to use any confidential or proprietary information or material belonging to any current or previous employer or others.

18.  ALTERATIONS AND TERMINATION OF PLATFORM ACCESS

Platform.  YO! INGLÊS reserves the right to alter or cease any of the media, products, or services available within the Platform at any time and without prior notification. The media, products, or services found in the Platform may be outdated, and YO! INGLÊS does not guarantee that these materials will be updated. We may change the Platform or revoke access to it without any advance notice, and the Tutor acknowledges that YO! INGLÊS will not be responsible to the Tutor or any third party for any such revocation.

Account.  We may, at our discretion, limit, block, suspend, deactivate, or cancel your Tutor Account in whole or in part, with or without reason, and with or without prior notice at any time. Should we choose to take such action under this Agreement, one or more of the following may occur without prior notice or explanation to the Tutor: (a) The Tutor Account may be deactivated or suspended, the Tutor's password may be disabled, preventing access to the Platform or assistance from YO! INGLÊS support teams; and (b) if deemed appropriate at our sole discretion, we may inform other Tutors that the Tutor Account has been terminated, blocked, suspended, deactivated, or canceled, along with the reason for this decision. The Tutor may terminate their use of the Platform and/or their Tutor Account at any time by sending an email to [email protected]. Please be aware that if the Tutor Account is canceled, we are not obligated to delete or return any Tutor Content that has been posted to the Platform, unless required by applicable law. In the event of account termination, the Tutor will be entitled to payment for Tutoring Services rendered prior to the termination date, which will be paid within sixty (60) days of termination. This payment will serve as a complete settlement for all claims of the Tutor against YO! INGLÊS.

19.  DMCA NOTICE

It is YO! INGLÊS’ policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Platform, please notify YO! INGLÊS’ copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

19.1 An electronic or physical signature of a person authorized to act on behalf of the copyright owner. Identification of the copyrighted work that you claim has been infringed.

19.2 Identification of the material that is claimed to be infringing and where it is located on the Platform. Information reasonably sufficient to permit YO! INGLÊS to contact you, such as your address, telephone number, and email address.

19.3 A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law.

19.4 A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice 

 Yo! Edtech LLC

 Agent: Thiago de Menezes Souza 

 2032 Tally Road, Suite 4

 Leesburg, FL 34748, USA

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys' fees.

Please note that this procedure is exclusively for notifying YO! INGLÊS and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with YO! INGLÊS’ rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, YO! INGLÊS has adopted a policy of, in appropriate circumstances and at YO! INGLÊS’ sole discretion, terminating the account or access of Users who are deemed to be infringers or repeat infringers.

20.  THIRD-PARTY LINKS AND RESOURCES

The Platform may contain information and content provided by third parties and may contain links to third-party websites, as well as other resources that are not owned or controlled by YO! INGLÊS. YO! INGLÊS is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for such external sites or resources. These links and resources do not imply any endorsement by YO! INGLÊS, and YO! INGLÊS does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. 

If you access a third-party website or resource from the Platform, you do so at your own risk, and you understand that this Agreement and YO! INGLÊS’ Privacy Policy do not apply to your use of such links. You expressly relieve YO! INGLÊS from any and all liability arising from your use of any third-party website, service, or content. You acknowledge and agree that YO! INGLÊS 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.

21.  DISCLAIMERS; NO WARRANTIES

The Platform and any third party, media, software, services, or applications made available in conjunction with or through the Platform are provided “AS IS” and without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, YO! INGLÊS and its suppliers, licensors, and partners disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.

YO! INGLÊS and its suppliers, licensors, and partners do not warrant that the features contained in the Platform will be uninterrupted or error-free, that defects will be corrected, or that the Platform, Site, Software, or the servers that make them available are free of viruses or other harmful components.

YO! INGLÊS and its suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the Platform in terms of correctness, accuracy, reliability, or otherwise. You (and not YO! INGLÊS nor its suppliers, licensors, or partners) assume the entire cost of any necessary servicing, repair, or correction. You understand and agree that you download or otherwise obtain media, material, or other data through the use of the Platform at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from such material or data.

Certain state laws or countries do not allow limitations on implied warranties or the exclusion or limitation of certain damages. if these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

22.  LIMITATION OF LIABILITY

Under no circumstances, including but not limited to negligence, shall YO! INGLÊS or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers, be liable to you for any special, indirect, incidental, consequential, or exemplary damages that result from your use of or the inability to use the YO! INGLÊS materials on the Platform or the Platform itself, or any other interactions with YO! INGLÊS, even if YO! INGLÊS or a YO! INGLÊS’ authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, YO! INGLÊS’ liability will be limited to the extent permitted by law.

In no event shall YO! INGLÊS’ or its affiliates, contractors, employees, agents, or third-party partners or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Platform (whether in contract, tort, warranty, or otherwise) exceed the greater of: (a) the total amounts you have paid to YO! INGLÊS hereunder during the six (6) months preceding the date of the claim and (b) fifty (50) U.S. dollars.

These limitations shall also apply with respect to damages incurred by reason of any products or services sold or provided to you by third parties other than YO! INGLÊS and received by you through or advertised on the Platform or received by you through any links provided on the Platform.

23.  INDEMNIFICATION

You consent to indemnify and protect YO! INGLÊS, along with its affiliated entities, suppliers, licensors, and partners, from any claims, losses, damages, liabilities, including attorneys' fees, that arise from your use or misuse of the Platform, infringement of any other individual or entity's rights, or any violation of this Agreement. 

The Tutor shall be solely responsible for and must indemnify, defend, and keep YO! INGLÊS and its successors and assigns harmless from any claims or liabilities of any type (including fines, fees, or charges) stemming from the Tutor's failure to meet the tax obligations, penalties, and payments required under this Agreement. 

Moreover, the Tutor shall also indemnify, defend, and hold YO! INGLÊS and its successors and assigns harmless from any and all losses or damages resulting from any false statements or failure to fulfill any representations, responsibilities, promises, or agreements on their part, along with any and all actions, suits, proceedings, demands, assessments, penalties, or judgments against YO! INGLÊS related to or arising from the Tutor’s activities, and the Tutor shall cover reasonable attorneys' fees, costs, and expenses incurred as a result. 

YO! INGLÊS retains the right, at its own cost, to take over the exclusive defense and control of any situation for which you are obligated to indemnify us, and you agree to assist in our defense of these claims.

24.  COURT OR JURY TRIAL WAIVER

Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Court or Jury Trial Waiver.  Each party irrevocably waives, to the fullest extent permitted by law, any right to have a court or jury trial participate in resolving any and all claims arising out of, in connection with, related to, or incidental to the relationship between them established by this Agreement, subject to restrictions and prohibitions in applicable law.

Claims include all disputes, claims, or controversies, whether based on past, present, or future events, that you or YO! INGLÊS may have against the other or against any of their officers, directors, employees, subcontractors, or agents in their capacity as such or otherwise; direct or indirect parents and subsidiaries; and affiliates, agents, successors or assigns (each, a "Covered Party"), arising out of or relating to this Agreement, the Platform or relating to the acceptance or performance of services arranged through the Platform, the Tutoring Services, or any other aspect of a Yoser’s or Tutor’s relationship with YO INGLÊS (or the termination of its relationship), including without limitation, Tutor’s independent contractor classification, Tutor’s provision of services, Yoser’s receipt of services, any payments made to Tutor through the Platform, and the termination of this Agreement, whether arising under federal, state or local statutory and/or common law, including but not limited to misclassification or wrongful termination claims, claims of harassment, retaliation, or discrimination, and claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, and the Older Workers Benefit Protection Act.

25.  DISPUTE RESOLUTION, GOVERNING LAW, JURISDICTION, AND VENUE

Dispute Resolution.  Most disputes can be resolved without resorting to litigation, and you can contact YO INGLÊS’ support team via [email protected] in the case you have one. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the YO INGLÊS support team, and good faith negotiations shall be a condition to either party initiating further proceedings. If we are unable to resolve the matter within sixty (60) days, either of us has the right to initiate such further proceedings.

Governing Law.  In all respects, this Agreement will be governed by the laws of the State of Florida, United States of America, without reference to its principles of conflicts of laws.

Jurisdiction and Venue.  Whether you reside or have your place of establishment inside or outside of the United States, you agree to submit and consent to the personal and exclusive jurisdiction in, and the exclusive venue of, the State and Federal courts located within Lake County, Florida, in all disputes arising out of or relating to the use of the Platform. 

Accessing or using the Platform is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph.

Lake County's performance of this Agreement is subject to existing laws and legal processes, and nothing contained in this Agreement is in derogation of Lake County's right to comply with law enforcement requests or requirements relating to the Tutor's access to or use of the Platform or information provided to or gathered by Lake County with respect to such access or use.

26.  GENERAL

Notices.  Under this Agreement, you consent to receive communications from YO! INGLÊS electronically. YO! INGLÊS will communicate with you by email, by posting notices on the Sites or Software, or by sending messages via SMS or services such as WhatsApp and similar ones. You agree that all agreements, notices, disclosures, and other communications that YO! INGLÊS provides to you electronically satisfy any legal requirement that such communications be in writing. Except as provided herein, all notices and communications to YO! INGLÊS shall be in writing and shall be deemed to have been duly given or made (i) with delivery by hand, when delivered, (ii) with delivery by certified or registered mail, postage prepaid; or (iii) with delivery by internationally recognized overnight courier. Notices to YO! INGLÊS shall be sent to 2032 Tally Road, Suite 4, Leesburg, FL 34748, USA.

Language.  Any action brought under this Agreement shall be conducted in the English language. If you are located in Brazil, the following clause applies: “The parties hereby confirm that they have requested that this Agreement be drafted in English. As Partes contratantes confirmam que as Partes requerem que esse contrato seja redigido em Inglês.”

Complete Agreement.  This Agreement and its supplements contain the entire understanding between the parties and supersedes, replaces, and takes precedence over any prior understanding or oral or written agreement between the parties respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, nor understandings, oral or written, between the parties relating to the subject matter of this Agreement that are not fully expressed herein.

Severability.  In the event any provision of this Agreement shall be held invalid, the same shall not invalidate or otherwise affect in any respect any other term or terms of this Agreement, which term or terms shall remain in full force and effect.

Transfer and Assignment.  This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by YO! INGLÊS without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. The terms of this Agreement bind and inure to the benefit of each party and the party’s successors and permitted assigns.

Survival.  Sections 3, 5, and 11-26 will survive any termination of this Agreement.

Non-Waiver.  No delay or omission by YO! INGLÊS in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by YO! INGLÊS on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

Headings.  The headings and other captions in this Agreement are included solely for convenience of reference and will not control the meaning and interpretation of any provision of this Agreement.

Contact Us.  Please contact us at [email protected] with any questions regarding this Agreement.