Terms of Use

OVERVIEW

Welcome to the Vagupu, the Online Tutoring Marketplace brought to you by Vagupu, Inc. Vagupu is an online tutoring marketplace where tutors (teachers) can connect with and provide live interactive lessons for learners (students) over the internet, and students and their parents can search and identify teachers who provide lessons in numerous subjects. Before using this service, please read our terms and conditions, as they govern your use of our service.

These Terms of Use, our Privacy Policy, our Security Policy and our Frequently Asked Questions (FAQ) section are resources for you to get a better understanding of how our platform works; including the kinds of data we collect, the way we bill, how we interact with you, how you can interact with your students or instructors as well as the larger online tutoring community and other useful information about our service. We encourage you to revisit these Terms of Use when you have a question about the service or want to know how something works. We may modify these Terms of Use from time to time, as we deem appropriate, so you should check back in frequently to confirm the terms upon which you may use our service.

The terms "Vagupu", "we", "us" "our" and similar terms refer to Vagupu, Inc. The terms "you," "your," "user" and similar terms refer to you as a user and/or member of Vagupu. Our users generally fall into two groups: "Tutors/Teachers/Instructors" who are members of Vagupu who register with us and provide adequate information, credentials and are approved by us. "Students/Learners", including the parents of minors who are members of Vagupu, register as students and who can find Instructors, purchase lessons and attend lessons through Vagupu.

Unless otherwise specified, the Terms apply to all users of Vagupu whether browsing the Vagupu website, mobile applications and services or acting as an Instructor or Student.

ACCEPTANCE OF TERMS OF USE

These Terms of Use (or "Terms"), which include our Privacy Policy, are a binding legal agreement and govern your use of the Vagupu platform and service, including all features and functionalities, applications, updates, notifications, premium services, platform and our user interfaces, and all content and software associated therewith "Vagupu" or "Service". By clicking on the "Accept" button during registration or by downloading, using, visiting, or browsing Vagupu, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you are not authorized to browse or use the Service.

We reserve the right to change these Terms, including the Privacy Policy, in our sole and absolute discretion. The most current version of these Terms can be reviewed by visiting our website and clicking on "Terms of Use" located at the bottom of each page of the Vagupu website. The most current version of the Terms of Use will supersede all previous versions. Use of the Service after we have posted any revision of these Terms of Use will be considered as your acceptance of the new Terms. If you do not agree to the changes in the Terms, you may terminate your use of the Service and this agreement as set forth below.

By registering for or using the Service, you warrant that you are of legal age and competent to enter into a binding contract. Please note that Students aged 13 and under may not register as members of Vagupu; if you are not over the age of 13, your parent(s) or guardian(s) must register as members of the site in order to purchase lessons over the Service. In order to keep minors from using and registering for lessons without parental permission, we require accurate credit card information and payment. If you are a parent registering for the Service for the benefit of your child, you agree that you shall be responsible for compliance with these Terms by your child and will be liable for any damages or liabilities as if you were the Student.

Instructors must be at least 18 years of age in order to offer lessons through the Service.

STUDENT USE AND RESPONSIBILITIES OF THE SERVICE

REGISTRATION

You do not need to register as a member to browse the public portions of the Vagupu website. However, visitors have only limited access to the Service; visitors can view the public pages of Instructors, but cannot purchase, conduct or attend lessons through the Service.

In order to use the Service as an Instructor or Student, you must register as a member and provide certain basic information such as your legal name, address, education level and similar personal information. We respect and value your privacy; your information is secure and will never be sold, shared or rented to other companies. If you are an Instructor, you will be required to provide additional information such as tutoring experience, tutoring subjects, availability to tutor, schedule as specified in the Instructor Services section below. You agree that all information you provide to us will be complete, true and correct and that you will keep it up-to-date.

During the registration process, you will be required to choose a password. You will be responsible for securing your password and for all use of the Service using your password. You agree that you will not disclose, trade or transfer, with or without payment, your password. You will be solely liable for any use of the Service under your account and password. You agree to notify us promptly of any unauthorized use or disclosure of your password.

You agree that we will have the right, but not obligation, to verify your identity and any information you submit on the Service during the registration process or at any time as long as you use the service. We reserve the right to suspend or terminate your account and use of the Service if we believe any information is inaccurate or incorrect, or if you fail to adhere to the terms of the Service.

If you are registering as a Student, you understand and agree that while we make reasonable efforts to perform a verification and background check of the Instructors either directly or through a third party service provider, we do not control and are not responsible for the accuracy, completeness, timeliness or correctness of any information obtained directly or provided by such service provider.

USER OBLIGATIONS

Other than with respect to the provision of Lessons by an Instructor, your use of the Service shall be solely for your own personal, noncommercial use. You must comply with all applicable laws in connection with your use of the Service. You will not attempt to get around or violate any security feature of the Service, including accessing any Student information or profiles for which you do not have permission, other content or information not intended for you, or to contact any Student without prior permission.

You agree that you will not:

  1. Use the Service in any manner to interfere with or attempt to interfere with the normal operations of the Service or any user's use of the Service, including by overloading, flooding, spamming or crashing the Service or its underlying systems.
  2. Post, distribute or use any content including Instructor Content, or engage in any speech or activity that is libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, sexually explicit or exploitative, harassing, bullying, threatening, stalking, profane, indecent of otherwise objectionable.
  3. Use the Service in any manner that may give rise to any civil liability of Vagupu.
  4. Use the Service to advertise or solicit funds for goods or services (other than Instructor Lessons offered through the Service.
  5. Violate any applicable law or encourage conduct that would constitute a criminal offense;
  6. Impersonate or falsely suggest or claim an affiliation with any other person or entity.
  7. Provide any information that would help others abuse the site.

SOFTWARE/EQUIPMENT REQUIREMENTS

To use the Service you will need certain basic equipment and a broadband internet connection. The minimum requirements for use of the Service may be found on the "How it Works" page on our site at www.vagupu.com. You are solely responsible for obtaining and maintaining the tools, equipment and Internet service for use of the Service at your sole expense.

STUDENTS

You agree that you will use all Instructor Content only for your personal instruction and will not reproduce, distribute, modify, republish (such as on Youtube or other video-sharing site), resell or transmit any Instruction.

You agree to treat Instructors respectfully. There will be no profanity, offensive language, or rude behavior on Vagupu or during any Lesson. You will follow the Instructor's guidelines and be on time for Lessons. You will not disclose personal information other than as relevant to receiving Lessons. If any Instructor requests irrelevant personal information, or suggests a meeting or conversation that is not on Vagupu's service, immediately report the request to us at support@vagupu.com

Instructors are background checked and expected to conduct them selves in a professional manner. However, there is a chance that an Instructor will not act appropriately and you could be exposed to content or Lessons that you find objectionable or offensive. If you encounter objectionable or offensive language, notify the service immediately by sending an email to support@vagupu.com. You agree that under no circumstance will Vagupu Inc., or any of its employees be liable for damages. Instead you are free to seek damages directly from the Instructor.

INSTRUCTOR SERVICES AND RESPONSIBILITIES

SERVICES

As an Instructor, you have the ability to create your own profile for other users of the Service to access and review. These profiles are publicly viewable and used by unregistered visitors, and registered Students to find you.

Your profile should include information about your qualifications, teaching style, time zone (to match schedules) and availability. To protect your privacy, DO NOT include location, phone numbers, or any personal information. Photos must be headshots; they cannot include a full body nor should there be any identifiable or locatable information shown in the background of the image. All content will be reviewed prior to being displayed on the Site to ensure it complies with these Terms. You will be able to register communicate, schedule and conduct one-on-one lessons and group lessons ("Lessons") with students through the Vagupu platform and leverage the Vagupu platform to provide and enhance your teaching.

You agree that you will not:

  1. Use the Service in any manner to interfere with or attempt to interfere with the normal operations of the Service or any user's use of the Service, including by overloading, flooding, spamming or crashing the Service or its underlying systems.
  2. Post, distribute or use any content including Instructor Content, or engage in any speech or activity that is libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, sexually explicit or exploitative, harassing, bullying, threatening, stalking, profane, indecent of otherwise objectionable.
  3. Use the Service in any manner that may give rise to any civil liability of Vagupu
  4. Use the Service to advertise or solicit funds for goods or services (other than Instructor Lessons offered through the Service.
  5. Impersonate or falsely suggest or claim an affiliation with any other person or entity;
  6. You agree that as an Instructor you will make every effort to meet your scheduled Lessons and commitments. In the event that you must reschedule or miss a Lesson, you must immediately contact Vagupu and the student.
  7. You must conduct yourself in a professional courteous manner at all times and you will not use offensive, obscene or indecent language in connection with your conduct of Lessons or use of the Service.
  8. You shall have the right to set class policies and guidelines as you deem appropriate for your students as long as they adhere to the Site's terms and as outlined in the Vagupu Teaching Policies document.
  9. You will not request personal information from a Student or request an offline meeting or conversation, whether an in-person meeting or online chat through another service.
  10. In the event that a Student requests such a meeting or provides personal information, you should report the incident at support@vagupu.com
  11. Violate any applicable law or encourage conduct that would constitute a criminal offense.

You are solely responsible for your Lesson content including the instructional materials used or provided in connection with the Lessons ("Instructor Content"). You represent and warrant that you own or have sufficient rights, permissions and licenses in and to the Instructor Content so that you may use, post, perform, display, transmit or reproduce such Instructor Content for use on the Service and to grant us the license herein. You hereby grant to Vagupu a perpetual, royalty-free, non-exclusive, worldwide right and license to use, reproduce, distribute, perform, display and transmit the Instructor Content as necessary for provision of the Service and as set forth in these Terms.

AUTHORIZATION FOR BACKGROUND CHECK

By registering as an Instructor, you authorize Vagupu to conduct a limited background check on you and that the results of such background check may be used by us to determine whether you may offer classes and services through the Service and register as an Instructor.

  1. You further release us and our third party service providers who may provide information to us in performance of this background check from any and all liability or damages arising out of or in connection with this background check. If required, you agree to sign any other consent form as may be required in connection with this background check.
  2. You understand and agree that if you do not provide, or you withdraw, your consent to this background check, we may refuse to permit you to register as an Instructor on the Service or suspend your use of the Service.
  3. You agree that we may perform additional such background checks from time to time for so long as you are registered as a member or use the Service. You understand that we will obtain such background search from our third party service provider and we are not responsible for the truth, accuracy or completeness of such search.
  4. You represent that all information provided by you truthful, accurate and complete so that we may obtain such background check.
  5. You further understand and agree that the report is not intended to be a "consumer report" for the purposes of the Fair Credit Reporting Act and that we are not acting as your employer or engaging you as an independent contractor and therefore our use of the background check results will not be used as a factor in determining eligibility for employment.

FEES, PAYMENTS

You will have the ability to set your own teaching fees. Rates and fees will be publicly displayed as part of your public profile.

  1. All lesson fees must be paid through the Vagupu platform using the online payment service Braintree. Instructors may be paid through a PayPal account, by check or direct deposit to their bank account.
  2. You understand and agree that Vagupu will pay you on a monthly basis for all lessons conducted through the Service less the applicable Vagupu commission as set forth on the Vagupu website.
  3. You further understand and agree that Students may terminate their Lessons at any time by notice to you and Vagupu through the Service. In the event of such cancellation, you will not be entitled to receive any fees or other payment for cancelled Lessons. You further acknowledge and agree that Vagupu may offer refunds to Students who are not fully satisfied with their experience, provided, however, that you will still be paid your Lesson fee less the Vagupu commission for such Lessons.
  4. You shall be solely responsible for reporting all income earned by you through the Service and the payment of the appropriate federal, state and/or local taxes. If any sales tax or service tax is required by your state or local jurisdiction, you will be solely responsible for collecting and remitting any such taxes.

You are solely responsible for your Lesson content including the instructional materials used or provided in connection with the Lessons ("Instructor Content"). You represent and warrant that you own or have sufficient rights, permissions and licenses in and to the Instructor Content so that you may use, post, perform, display, transmit or reproduce such Instructor Content for use on the Service and to grant us the license herein. You hereby grant to Vagupu a perpetual, royalty-free, non-exclusive, worldwide right and license to use, reproduce, distribute, perform, display and transmit the Instructor Content as necessary for provision of the Service and as set forth in these Terms.

You are solely responsible for your Lesson content including the instructional materials used or provided in connection with the Lessons ("Instructor Content"). You represent and warrant that you own or have sufficient rights, permissions and licenses in and to the Instructor Content so that you may use, post, perform, display, transmit or reproduce such Instructor Content for use on the Service and to grant us the license herein. You hereby grant to Vagupu a perpetual, royalty-free, non-exclusive, worldwide right and license to use, reproduce, distribute, perform, display and transmit the Instructor Content as necessary for provision of the Service and as set forth in these Terms.

You are solely responsible for your Lesson content including the instructional materials used or provided in connection with the Lessons ("Instructor Content"). You represent and warrant that you own or have sufficient rights, permissions and licenses in and to the Instructor Content so that you may use, post, perform, display, transmit or reproduce such Instructor Content for use on the Service and to grant us the license herein. You hereby grant to Vagupu a perpetual, royalty-free, non-exclusive, worldwide right and license to use, reproduce, distribute, perform, display and transmit the Instructor Content as necessary for provision of the Service and as set forth in these Terms.

RELATIONSHIP WITH VAGUPU

You agree that you are not an employee, contractor or agent of or for Vagupu. You do not have the authority to bind and you shall not bind Vagupu to any contractual or other liability or obligation. You agree that you will use the Service exclusively for Lessons for Students identified or who identify and contact you through the Service, including payment through the Service. You will not attempt to circumnavigate the Service and conduct Lessons or accept or receive any payment for classes or lessons from Students other than through the Service.

PRICING

There is no fee for registration on the Vagupu Service. However, we reserve the right to establish such fees at any time. In the event that we establish membership fees, you may be required to pay such fees in order to purchase or conduct future Lessons or otherwise use the Service.

Instructors have the right to set their rates and schedules for Lessons with Students at their sole discretion. Lessons may be purchased in blocks as described on the Service. Students are responsible for payment of the lesson blocks in advance. Payments shall be accepted only through the online payment service Braintree. If you do not have an account with Braintree, you may be required to establish an account prior to purchase of lessons through the Vagupu Service.

If you purchase Lessons through the Service, you hereby authorize us to debit your account or charge your credit card for all charges. You agree that all information you provide with respect to payment will be accurate and complete and that you will keep all such information current.

We reserve the right to modify, terminate or otherwise amend our accepted payment methods. You remain responsible for any uncollected amounts. In the event that any amounts are unpaid by you, including as a result of rejection of payment by Braintree or your credit card, we reserve the right to cancel or suspend your Lessons and further use of the Service by you. You agree to be responsible for and reimburse us for any legal or other fees we may incur in collecting overdue amounts from you.

CANCELLATION OF LESSONS

If you have purchased a block of Lessons, you may cancel future purchased Lessons by sending notice to your Instructor using the messaging service in Vagupu, as long as you provide more than 24 hours' notice prior to your next lesson. In such event, we will refund to you the amounts paid for such future sessions. However, if you fail to attend a purchased Lesson without notice or rescheduling such Lesson, you will not be entitled to refund of any amounts paid for such Lessons. If an Instructor fails to conduct a Lesson at a scheduled time and does not reschedule the Lesson, we will refund the amount of the missed session. You can also email us at support@vagupu.com. If any Student or Instructor misses or is not timely for multiple Lessons, we reserve the right to terminate such Student's or Instructor's use of the Service.

PRIVACY

Your privacy is very important to us. Any personally identifying information submitted through the Service is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices. The date of any changes to our Privacy Policy will be noted at the bottom of the policy. We may use your personal information as described in the Privacy Policy. Additionally, we may send you notifications about new Service features, special offers, promotional announcements and customer surveys via email, notifications within the Service, text message or other methods. By using the Service, you consent to receiving electronic communications from us regarding the Service. These communications may include notices about your account (e.g., change in password or activity), confirmation e-mails and other transactional information), introductions or confirmations of introduction and information concerning or related to our Service. You acknowledge these communications are a necessary part of the Service and you agree to receive them as part of the Vagupu Service.

MONITORING OF CONTENT, REPORTS OF ABUSE

We reserve the right, but shall be in no obligation, to monitor any Instructor Content, Lessons, chat, email, and other information and communications posted through or on the Service. We reserve the right to remove, suspend or limit access to any content that we believe does not meet these Terms or which we otherwise determine is harmful, objectionable, illegal, offensive or violates our rights or the rights of any person or which may threaten the safety or property of our service or others.

The Service includes functions whereby a Student, Instructor or other third party may report abuse or objectionable behavior, including during a Lesson. In such event, we reserve the right to immediately terminate use of the Service, including any Lessons in progress, without notice.

We report any abuse or sexually explicit or exploitative conduct or other criminal offenses to the appropriate law enforcement, social services or other government or local agencies as required by applicable law or as we otherwise deem appropriate.

INTELLECTUAL PROPERTY

OWNERSHIP

The Service, including all content, graphics, audio, video, pictures, trademarks, service marks, logos and other material on the Service, and its underlying software (the "Software"), algorithms, databases, look and feel and arrangement, are the intellectual property of Vagupu, subject to copyright and other intellectual property protections. The Vagupu mark and logo are the trademarks of Vagupu. All rights in and to our website, the Service and the Software not expressly granted herein are reserved by us. We grant you and you accept a non-exclusive, non-transferable, revocable license to use the Software solely for your personal use of the Service and in accordance with these Terms of Use.

RESTRICTIONS

Other than the provision of Lessons by Instructors, you may not use any information provided on or through the Service for any commercial purpose including by selling, buying, distributing, reposting or licensing any information or contacts you may obtain through use of the Service. You may not use any page-scraper, spider, robot or other automatic device or methodology to access, acquire, copy or monitor any contacts or content provided on or through the Service. You may not copy, republish, mirror, transmit, perform, sell or distribute any part of the Service for any commercial or other purpose or other than as expressly permitted herein. You may not alter, modify or create derivative works of the Software or Service and shall not access or attempt to access, reverse engineer, decompile or otherwise discover the source code of the Software.

INSTRUCTOR CONTENT, RECORDINGS

Instructors retain ownership of all content created by the Instructor. All users understand and agree that we will record and may monitor any Lessons conducted through the Service (including chat and video streaming) for quality control, safety and other purposes. We own all rights in and to such recordings, subject to the Instructor's rights in and to the Instructor Content; provided, however that we reserve the right to retain and store copies of all such recordings indefinitely and to review such recordings for any purpose. If required or deemed appropriate, we may provide access to or copies of such recordings to law enforcement, social services or other government agencies. Users may not copy, republish (including on youtube or other video-sharing sites), repost, distribute, sell, license or perform any recordings without our permission.

MAINTENANCE OF THE SERVICE

We reserve the right to issue corrections or modifications or upgraded versions of the Service and Software at any time at our discretion. From time to time and with or without notice, the Service may be unavailable so that we may perform ongoing, scheduled or emergency corrections or upgrades; provided, that if practicable, we will use good faith efforts to notify you in advance and to schedule upgrades or downtime when Lessons are not scheduled.

TERMINATION

We may at any time cease to continue operating part or all or selectively disable certain aspects of the Service. In the event that we disable or cease providing the Service, other than due to a breach by you of these Terms, our sole obligation to you shall be to (i) if you are a Student, refund to you any amounts paid for future Lessons or (ii) if you are an Instructor, pay you for all Lessons conducted through the Service prior to such termination. We have no obligation to provide upgrades, updates, support or maintenance for the Service; provided, however, that we reserve the right to make such upgrades and the Service may be unavailable from time to time for support and maintenance purposes. We may also establish additional rules; limits or policies regarding the Service and you agree that your compliance with such rules, limits or policies shall be a condition of your continued use of the service. For example, we may establish limits on the number of Lessons that you may conduct through the Service or the number of aggregate Lessons by Instructors that can be scheduled on the Service at a specific time. We may terminate your use of the Service for any reason at our sole discretion and with or without prior notice to you.

WARRANTY DISCLAIMER

THE SERVICE AND SOFTWARE IS PROVIDED ON AN "AS IS" WHERE IS" BASIS. WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE, SOFTWARE, ITS CONTENT OR ANY LESSONS OFFFERED OR CONDUCTED THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT OF ANY THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS. VAGUPU MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, ROBUSTNESS, SECURITY OR COMPLETENESS OF THE SERVICE, THE SOFTWARE OR ITS CONTENT, OR OTHERWISE. WE MAKE NO WARRANTIES OR GUARANTEES REGARDING THE AVAILABILITY OR RELIABILITY OF THE SERVICE OR THAT THE SERVICE WILL BE ACCESSIBLE AT ANY SPECIFIC TIME. YOU AGREE THAT YOU ARE NOT RELYING ON, NOR HAVE WE MADE, ANY ORAL REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE INSTRUCTORS, LESSONS OR ANY CONTENT ACCESSED OR PROVIDED THROUGH THE SERVICE. WE MAKE NO REPRESENTATIONS THAT ANY INSTRUCTOR WILL ACQUIRE ANY STUDENTS THROUGH THE SERVICE. ALL USE OF THE SERVICE IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH YOUR LESSONS OR THE SERVICE, YOU SOLE REMEDY IS TO DISCONTINUE USE AND OBTAIN A REFUND FOR ADVANCE PAYMENTS, IF AVAILABLE, AS SET FORTH IN THESE TERMS.

You expressly acknowledge and agree that Vagupu is providing only a service to assist you in identifying students or instructors and a platform through which lessons may be conducted. We do not qualify or assess the skills or competencies of any Instructors, and Students are solely responsible for determining whether an Instructor meets their own needs. We have no obligation to monitor use of the Service by any user. The presence on the Service of, or use of the Service by, any person or entity does not, and shall not be deemed to, constitute a sponsorship, endorsement or guarantee of such person or entity. You are solely responsible for your use of the Service.

We expressly disclaim, and you accept such disclaimer, any liability for any loss or damage to you or any user arising from any communications, introductions, classes, business relationship or transactions between you or any user. In the event you have a dispute with a user regarding any introductions, communications, lesson, relationship or transaction, including any services provided by an Instructor or failure of any Student to participate in any lessons or any assessment, negative feedback or comments made by any Student about an Instructor or any Instructor about any Student, you hereby release Vagupu from any and all liability, claims, demand and damages associated with such user or such transaction.

LIMITATION ON LIABILITY

IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU IN CONNECTION WITH YOUR MEMBERSHIP IN AND/OR USE OF THE VAGUPU SERVICE, INCLUDING ANY LESSONS OR FAILURE OF ANY LESSONS TO BE CONDUCTED, EXCEED THE LESSER OF (I) $100 AND (II) THE TOTAL AMOUNT THAT YOU PAID TO US FOR THE APPLICABLE LESSON OR SERVICE, WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, AND/OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOOD WILL, PROFITS OR BUSINESS. Any claim or cause of action by you must be brought within one (1) year following the occurrence of the event resulting in such claim or action. These limitations shall apply regardless of whether we knew, should have known or were forewarned of the possibility of such damages, but will not apply to any intentional damage or damage caused by our knowing violation of applicable law.

Some jurisdictions do not allow for limitations of liability or warranty so these may not apply to you.

INDEMNIFICATION

You hereby agree to indemnify, defend and hold Vagupu and its affiliates and each of their owners, directors, officers, employees, independent contractors, subcontractors, agents and representative ("Indemnified Parties") harmless from any claim, cause of action, proceeding, liability, taxes, damages, loss, attorney fees, cost and expenses arising from or related to (i) your breach of these Terms of Use and/or (ii) your use of the Service, including any lessons which you may conduct or attend.

INDEMNIFICATION

From time to time, we may provide information regarding or links to other websites, resources or products ("Third Party Sites and Products"). Such information or link is provided only for your convenience. Vagupu does not qualify, endorse, investigate or approve any Third Party Sites and Products and is not responsible for the availability, security, safety or quality of such Third Party Sites or Products. You are solely responsible for ensuring that any such Third Party Sites and Products meet your needs. In no event will we be responsible or liable for any information, services or products provided by such Third Party Sites or for their failure to provide any such information, services or products to you. We have no control over, and assume no responsibility for, the content, privacy policies, products, services or practices of any third party websites. You should review such site's privacy and return/refund policies before providing any personal information or purchasing products or services from such sites. In addition, we will not and cannot censor or edit the content of any third-party site.

We may make certain products and services from our partners available through the Service, either directly or through a link, including without limitation, as an Amazon Affiliate. You agree that any purchase from such partners shall be a separate transaction between you and our partner. You further acknowledge and agree that we may receive a commission or other payment for your purchase.

MISCELLANEOUS PROVISIONS

SUGGESTIONS AND FEEDBACK
You understand and agree that any ideas or suggestions for improvements to the service, including without limitation, enhancements, new functionality, or concepts, shall be owned by Vagupu. We shall have the right to use any such ideas or suggestions in its sole discretion and with no payment or consideration to you.

ASSIGNMENT

You may not assign your rights hereunder. We can assign our rights hereunder at any time without restriction.
GOVERNING LAW
To the extent permitted by law, these Terms, your use of the Service are governed by California law, without giving effect to its conflict of law provisions.

ENTIRE AGREEMENT

These Terms together with the Privacy Policy and any other legal notices or policies published by us through the Service, constitute the entire agreement between you and Vagupu concerning your use of the service. No Vagupu employee or agent has the authority to vary any of these Terms of Use or the Vagupu policies. Any failure by us to insist on or enforce strict performance of these policies shall not be construed as a waiver of any provision or any right it has to enforce these policies, nor shall any course of conduct between Vagupu and you or any other party be deemed to modify any provision of these policies. Any modification of these Terms must be in a writing executed by a duly authorized officer of Vagupu. If any provisions of these Terms or our policies are held to be void or unenforceable by an arbitrator, court or other tribunal of competent jurisdiction, such provision or policy shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of the provision. Any invalidity of such provision shall not affect the validity of the remaining provisions of these Terms or the policies and such other provisions shall remain in full force and effect.

NOTICES

You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

NOTICES

ANY CONTROVERSY OR DISPUTE BETWEEN VAGUPU AND YOU ARISING OUT OF OR RELATED TO THESE TERMS OF USE AND/OR YOUR USE OF THE SERVICE THAT CANNOT BE SETTLED BY MUTUAL AGREEMENT SHALL BE EXCLUSIVELY AND FINALLY SETTLED BY ARBITRATION. THE ARBITRATION SHALL BE BEFORE THE AMERICAN ARBITRATION ASSOCIATION (THE "AAA"), IN SAN JOSE, CA AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.

ALL NOTICES AND REQUESTS FOR ARBITRATION SHALL BE MADE IN COMPLIANCE WITH THE RULES SET FORTH BY THE AAA. IN THE EVENT THAT ANY PARTY TO THIS AGREEMENT DESIRES TO SEEK ARBITRATION, IN ADDITION TO COMPLIANCE WITH THE RULES SET FORTH BY THE AAA, THE PARTY REQUESTING ARBITRATION SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY AT LEAST TEN (10) DAYS PRIOR TO FILING ITS REQUEST WITH THE AAA. THIS NOTICE SHALL SET FORTH THE NATURE OF THE DISPUTE, THE AMOUNT INVOLVED (IF ANY), AND THE REMEDY SOUGHT.

YOU AND WE AGREE THAT ANY CLAIM SHALL BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, THEREBY WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION RELATING IN ANY WAY TO A DISPUTE.

THE PARTIES UNDERSTAND THAT ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES FURTHER UNDERSTAND THAT BY SIGNING THIS AGREEMENT THEY ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL. NOTWITHSTANDING THIS PROVISION, THE PARTIES AGREE THAT VAGUPU MAY SEEK IMMEDIATE INJUNCTIVE RELIEF IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OR PERSONS FOR WHICH RELIEF IS SOUGHT. JUDGMENT ON ANY AWARD RENDERED BY THE ARBITRATOR(S) MUST BE ENTERED AND CONFIRMED EXCLUSIVELY IN ANY COURT HAVING JURISDICTION.

ALL AWARDS SHALL BE MADE IN CONFORMITY WITH THE AAA RULES AND THE PARTIES UNDERSTAND THAT THE ARBITRATOR(S) MAY AWARD MONETARY DAMAGES AND ARE AUTHORIZED TO GRANT PRE-AWARD AND POST-AWARD INTEREST AT COMMERCIAL RATES ON ANY MONETARY AWARD. ANY SUCH AWARDS SHALL BE SUBJECT THE LIMITATION OF LIABILITIES SET FORTH HEREIN.

You consent and submit to the sole jurisdiction and venue of the state or federal courts of the state of California.
ATTORNEYS FEESWe shall be entitled to our reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with the enforcement of these Terms of Use against you.

NOTICES

If you have any questions regarding these Terms of Use, you may contact us at support@vagupu.com
These Terms were last modified on September 28, 2015.