Terms of Service

Updated: August 20, 2023

Please read these Terms of Service (hereinafter - the “Terms”) carefully before using Sayra Platform and/or Services (as defined below). If you do not accept these Terms in their entirety, including the agreement to arbitrate on an individual basis any claims between you and Paybek, Inc. (referred to as “Sayra”, “we”, and “us”), a corporation registered and organized under the laws of the state of Delaware, you must not access or use the Sayra Student and Tutor apps.

1. GENERAL INFORMATION

1.1. Terms of Service

These Terms describe the terms and conditions applicable to your access and use of the Sayra mobile applications Student and Tutor, downloadable links located at www.sayra.app, (the “Landing page”), (collectively with the Landing page, the “Sayra Platform”).

Use of the Services is subject to these Terms and any other rules or policies published on the Landing page or otherwise made available to you by Sayra.

You understand that by creating an account on the Sayra Platform, you enter into a legally binding contract with Sayra with effect from this date and indicate your unconditional acceptance of these Terms.

These Terms, as well as the Refund and Payment Policy, Privacy Policy, and any service-specific terms as made available on the Landing page, are legally binding agreements governing the relationship between Sayra and any User (as defined below) or visitor of the Sayra Platform. As a User or a visitor of the Sayra Platform, the collection, use, and sharing of your personal data are subject to the Privacy Policy, as may be amended from time to time.

1.2. Sayra Services

You may access and use the Sayra Platform as: (i) a registered user seeking online language teaching and tutoring services by using the Sayra Platform or other tools made available by Sayra (the “Student”); (ii) a registered user providing online language teaching and tutoring services via the Sayra Platform or other tools made available by Sayra (the “Tutor”).

Throughout these Terms, “you” or “your” may refer as applicable to the Student, the Tutor, or a visitor accessing or using any of our Services (each the “User”).

Sayra services include access to the Sayra Platform for Students and Tutors, to connect for online language teaching and tutoring services, facilitation of payments between Students and Tutors, and customer support and related services (the “Services”). Sayra does not provide language teaching and tutoring services.

You are responsible for obtaining and paying for any equipment and Internet service necessary to access the Services. We may alter, suspend, or discontinue the Sayra Platform or the Services in whole or in part, at any time and for any reason, without notice. The Sayra Platform may also become unavailable periodically due to maintenance or malfunction of computer equipment or other reasons. We may provide access to third-party services and products from time to time or to our own products or Services. You acknowledge that the Sayra Platform is evolving and that the form and nature of the Services may change from time to time without notice to you.

1.3. Amendments to these Terms

We reserve the right to amend or modify the Terms at any time, by posting a revised version on the Landing page and by notifying you through the Sayra Platform, or via the email address associated with you in case of material change hereto. The latest version is published on this page.

Please check this page regularly. If you do not agree with the amendments to these Terms, you have the right to terminate these Terms by discontinuing your use of the Services and providing a termination notice to Sayra or deleting your account. By continuing to use the Services following the amendment of these Terms, you consent to be bound by the Terms as amended.

2. OBLIGATIONS

2.1. Services Eligibility

Services are available only to and may only be used by individuals who are 18 years and older and who can form legally binding contracts under applicable law. Individuals under the age of 18 but not younger than the age of 13 can use our Services only in conjunction with and under the supervision of a parent or a legal guardian. The parent or the legal guardian shall at all times be responsible for any and all activities related to the use of the Services by the aforementioned individuals.

You agree and confirm that you will not allow any individual younger than the age of 13 to use the Services.

2.2. Verification

Sayra may request a Tutor to provide a government-issued ID (passport, driver’s license, etc.) and the documents confirming the claimed educational credentials (educational background documents, such as diplomas, certificates, etc.). The Tutor will be asked to upload a copy of the Tutor’s government-issued ID and their educational document(s). As a Tutor passes the verification procedure, a special badge is added to the Tutor’s profile, and the uploaded copies of the documents get deleted from our servers.

Sayra does not endorse or make any representations or warranties regarding the accuracy, completeness, and reliability of any information provided by the Tutor within the verification procedure.

Sayra cannot confirm that each User is who they claim to be. You agree and understand that you assume all risks when using the Services, including without limitation any and all of the risks associated with any online or offline interactions with other Users.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don’t know. Neither Sayra nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any User of the Services. Sayra, its affiliates, and licensors will not be liable for any claim, injury, or damage arising from or in connection with your use of the Services.

2.3. Consumer Reports

Sayra may or may not utilize third-party consumer reporting agencies that perform, among other things, criminal background checks, sex offender registry checks, motor vehicle records checks, credit checks, and identification verifications (“Consumer reports”). Sayra does not endorse or make any representations or warranties regarding the reliability of such Consumer reports or the accuracy, timeliness, or completeness of any information in the Consumer reports. Sayra does not independently verify information in the Consumer reports.

You hereby consent to Sayra collecting, using, and disclosing the information in the Consumer reports. You understand and agree that Sayra may, in its sole discretion, review and rely on the information in the Consumer reports in deciding whether to suspend or terminate a User account or to investigate a complaint about a User, but that Sayra shall not be responsible or liable in any way in the event that any information in the Consumer reports about any person, including without limitation any User, is not accurate, timely or complete. Users who are the subject of Consumer reports may contact the third-party consumer reporting agency to dispute such information's accuracy, timeliness, or completeness. Sayra reserves the right to suspend and/or terminate a User account based on the information in the Consumer reports or for any other reason at Sayra's sole discretion.

2.4. Privacy

You may use the Sayra Platform without providing personally identifiable information. When using the Services, you may be requested to provide your personal data. To learn more about our privacy practices, please refer to our Privacy Policy.

2.5. Payment

Payment processing on the Sayra Platform is provided by third-party payment processor Stripe, allowing us to bill the Students in lieu of directly processing your credit/debit card information;

For the avoidance of doubt, payment made by the Student to Sayra shall satisfy the Student’s obligation with respect to the payment to the Tutor for the tutoring services provided via the Sayra Platform.

Please review the additional payment terms as specified in the Refund and Payment Policy.

More details on the security of your payment and billing information may be found in our Privacy Policy.

2.6. Refund

Sayra strives to ensure a clear understanding of the financial relations between Students and Tutors with respect to the Services we provide. Please check our Refund and Payment Policy to find out more about how we handle refunds. To the fullest extent permitted by law, any refunds at any time are at our sole discretion only.

3. RIGHTS AND LIMITS

3.1. Your Right to Use the Sayra Platform

In case you are a Student, Sayra hereby grants you, on the Terms set forth herein, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Sayra Platform solely for your non-commercial personal use.

In case you are a Tutor, Sayra hereby grants you, on the Terms set forth herein, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Sayra Platform solely for the provision of the tutoring services to the Students.

You agree not to view, copy, or procure content or information from the Sayra Platform by automated means (such as scripts, bots, spiders, crawlers, or scrapers), or to use other data mining technology or processes to frame, mask, extract data or other materials from the Sayra Platform (except as may be a result of the standard search engine or Internet browser usage) unless formally authorized by Sayra under separate written agreement.

You agree not to inquire about the engagement of or to engage Tutors to complete assignments, write papers, take quizzes, or otherwise do work on your behalf. Further, you agree not to use the Services for any purpose that violates the academic honesty policy or other conduct policies of your school, university, academic institution, or workplace.

No Sayra materials made available to you as part of the Services may be copied, reproduced, modified, republished, downloaded, uploaded, posted, transmitted, or distributed in any form or by any means without Sayra's prior written permission or as expressly provided in these Terms.

You may not share or transfer your account credentials with any third party.

Sayra may impose reasonable limits on your scope of access to the Sayra Platform, including limits on the time or volume of information accessed or devices used to access the Sayra Platform, to prevent unauthorized third-party use of the Services.

All rights not expressly granted herein are reserved.

3.2. Your Account

To become a registered user, you must create a Student or Tutor account on the Sayra Platform. You agree that you are responsible for protecting your account credentials from unauthorized use, and you are responsible for all activity that occurs under those account credentials. You agree to notify us immediately if you believe that any of your account credentials have been or may be used without your permission so that appropriate action can be taken.

You may not (i) create more than two accounts (one as a Tutor and one as a Student) to access the Sayra Platform, (ii) share your account credentials with any third party, or (iii) transfer your account to any third party. Sayra is not responsible for any loss or damage caused by or expense incurred by you as a result of your failure to safeguard your account credentials. You agree that you shall not rent, resell, or remarket the Sayra Platform or provide access to the Services to any third party.

When you create an account on Sayra, we may collect certain personal data directly from you, or if you create your account using a third-party service (Google, Apple), we may collect personal data about you from the third-party service (your username or user ID associated with that third-party service). By choosing to create an account using a third-party service, you authorize us to collect the personal data necessary to authenticate your account with the third-party service provider.

You may select a profile photo or connect your Google account to be displayed within your Student account. Please be advised that the provision of your photo is not obligatory to use our Services. You may edit your account at your sole discretion. The security of any personal data you choose to share within your account is subject to our Privacy Policy.

When you create a Tutor account, it is obligatory to provide your profile photo and a video introduction.

You may edit your account at your sole discretion. Adding more details to your Tutor account may help you get the most out of your use of the Services, for instance, find more Students. Therefore, it is your choice whether to include additional information within your account or not, such as country, language skills, education, and work experience. The security of any personal data you choose to share within your account is subject to our Privacy Policy.

3.3. Direct Interactions

Sayra does not take part in direct interactions between Students and Tutors except when we consider it advisable:

(a) to ensure compliance with these Terms;

(b) to improve our Services; or

Sayra does not have control over the services provided by the Tutors, any reviews or ratings provided by the Students, or any User acts and omissions.

3.4. Representations and Warranties

Tutor-Specific Representations

If you use the Services as a Tutor:

you will provide the tutoring services in accordance with these Terms and other policies set forth by Sayra and made available to you via email or by posting on the Landing page;
you will provide the tutoring services in accordance with laws and regulations applicable in the state or country where you are providing the tutoring services;
you are solely responsible and fully liable for any violation of any local laws and regulations that apply to your provision of the tutoring services;
you will provide the tutoring services with reasonable care and skill and in accordance with generally recognized practices;
you have obtained all registrations, certifications, licenses, and other documentation that are required in the applicable jurisdiction for providing the tutoring services. It is your obligation to maintain the validity of all aforementioned documentation;
you will not provide tutoring services to the Students outside of the Sayra Platform, receive payments from the Students directly, or encourage or solicit payment from the Student directly or through any channels other than those provided by Sayra;
you acknowledge and agree that Sayra may advertise tutoring services that you provide via the Sayra Platform or on other social media platforms without any additional payment or obligation to you;
you acknowledge and agree that Sayra may improve the video you provided for your account. The improvements can be made by editing the video, adding the Sayra logo to the video, improving the quality of sound in the video, and publishing the video on Sayra's social media accounts by adding the description and link to the Tutor’s profile.

Student-Specific Representations

If you use the Services as a Student:

you agree to honor the commitments you make to the Tutor via the Sayra Platform;
you agree that you will not circumvent or manipulate the fee structure, the billing process, or fees owed to Sayra or the Tutor; and
you agree to use good faith efforts to interact with the Tutors.

3.5. Tutors’ Introduction Video and Profile Photo

Tutors grant Sayra the rights to use Tutor’s introduction video, name, and profile photo for marketing, advertising, or promotional purposes, including but not limited to publishing on social media channels, video hosting, and streaming services, such as YouTube, Vimeo, Facebook, Instagram, TikTok, Telegram or others, as to ensure accessibility and visibility to the Students.

You may always request to remove any introduction videos published on social media channels, video hosting, and streaming services by writing to [email protected].

3.6. Tutors’ Ranking

Sayra uses many pieces of information in order to show the Student the Tutors that best match the Student’s preferences. The order in which Tutors are displayed depends on a number of factors including, but not limited to, the following:

the subject the Student is searching for;
the country of the Student;
the Student’s preferred language on the Sayra Platform;
the time zone of the Student;
the overlap in standard business hours between the Tutor and Student’s time zones;
the overall availability of time slots on a Tutor’s calendar;
the past performance of a Tutor in helping their Students achieve their learning goals;
the Tutor profile information, including its completeness and the quality of the profile photo and introduction video;
the Student reviews and ratings;
Student’s learning history on the Sayra Platform.

3.7. User Complaints

If a User has a complaint about Services, they should contact Sayra at [email protected] with the subject line ‘Formal Complaint’ (the “Complaint”), providing as much detail as possible about the Complaint. Sayra shall respond to the User confirming receipt and shall investigate the matter. Upon receiving the Complaint, Sayra customer support shall investigate the Complaint internally, taking into account the importance and complexity of the issue or issues raised.

If the Complaint relates to a specific Sayra employee, another Sayra representative will help with the investigation in their place.

Sayra shall respond to the User with its findings in response to the Complaint, and, where applicable, with a suggested solution.

3.8. Lesson Recording

You acknowledge and agree that, from time to time, Sayra may record audio or/and videos of your Interview and Speaking sessions. This recording is intended solely for the purpose of ensuring the quality of the Services. Recordings will not be shared externally, used for individual targeting, or used for any sales, marketing, or other promotional purposes.

By using the Services, you agree and give consent for such recordings that is gratuitous, unsolicited, and without restriction. You agree that Sayra may use these recordings without fiduciary or other obligation and without any additional compensation.

3.9. Limits

While using the Services, you agree to abide by the User Code of Conduct.

4. SAYRA CONTENT

Users have a personal, non-transferable, non-exclusive right to use the Sayra Content of the Sayra Platform subject to these Terms. The “Sayra Content” means all information, text, images, data, links, or other material accessible through the Sayra Platform, whether created by us or provided by a third party on or through the Sayra Platform. The Content may contain typographical errors, other inadvertent errors, or inaccuracies. We reserve the right to make changes to the Sayra Content without obligation to issue any notice of such changes. You may view, copy, download, and print the Sayra Content that is available on or through the Sayra Platform, subject to the following conditions:

(a) The Sayra Content is available solely for your personal use. No part of the Sayra Platform or the Sayra Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose;

(b) The Sayra Content may not be modified;

Nothing contained on the Sayra Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Sayra Platform or any Sayra Content, except (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of the Sayra Content.

5. USER-GENERATED CONTENT

The “User-generated Content” means all comments, remarks, information, feedback, text, photographs, links, data, images, video, music, or other material that you or any User post to any part of the Sayra Platform or provide to Sayra, including such content or information that is posted as a result of surveys.

We are not responsible or liable for the conduct of Users or for views, opinions, and statements expressed in the User-generated Content submitted for public display through the Sayra Platform. We do not prescreen information posted online. We are acting as a passive conduit for such distribution and may not be responsible for the User-generated Content. Any opinions, advice, statements, services, offers, or other information in the User-generated Content expressed or made available by Users are those of the respective author(s) or distributor(s) and not of Sayra. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such User-generated Content. You are responsible for ensuring that the User-generated Content submitted to the Sayra Platform is not provided in violation of any copyright, trade secret, or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secrets, or other intellectual property rights, or any other harm resulting from your use, uploading, posting, or submission of the User-generated Content to the Sayra Platform.

We have the right, but not the obligation, to randomly monitor, edit or remove any User-generated Content submitted on or through the Sayra Platform at any time.

If you believe that your intellectual property rights have been infringed, please submit your complaint to [email protected]. You may report all types of intellectual property claims, including, but not limited to, copyright, trademark, and patent claims. We respond quickly to the concerns of rights owners about any alleged infringement, and we terminate repeat infringers in appropriate circumstances.

Lobbying. Federal law restricts lobbying activities by tax-exempt organizations. “Lobbying” includes certain activities intended to influence legislation. The User-generated Content does not constitute lobbying by Sayra but may constitute lobbying by you or an organization you represent. You are responsible for complying with any applicable lobbying restrictions.

6. LINKS TO THIRD-PARTY WEBSITES

The Sayra Platform may contain links to non-Sayra websites. These links are provided to you as a convenience and/or ancillary to the Services, and Sayra is not responsible for the content of any linked website. Any non-Sayra webpage accessed from the Sayra Platform is independent of Sayra, and Sayra has no control over that website’s content. In addition, a link to any non-Sayra website does not imply that Sayra accepts any responsibility for the content or use of such a website. Use of any third-party website is subject to its terms of service and privacy policy. We request that the Users exercise caution and good judgment when using third-party websites.

7. ADVERTISEMENT

Sayra may run advertisements and promotions sponsored by third parties on the Sayra Platform. Your correspondence or business dealings with, or participation in promotions of advertisers other than Sayra found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. Sayra is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Sayra advertisers on the Sayra Platform.

Sayra may display advertisements on non-Sayra websites to promote the tutoring services you provide via the Sayra Platform and help you generate more Student leads.

8. NO IMPLIED ENDORSEMENTS

In no event shall any reference to any third-party or third-party product or service be construed as an approval or endorsement by Sayra of that third party or of any product or service provided by a third party. Sayra does not endorse, warrant, or guarantee any product or service offered by any third party and will not be a party to or in any way monitor any transaction involving any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you are responsible for exercising caution and good judgment.

9. RELATIONS BETWEEN SAYRA AND USERS

Providing the Services Sayra is acting as an on-demand intermediary connecting Students and Tutors and providing the tools to facilitate tutoring services. You acknowledge and agree that Sayra is a technology services provider that does not provide online tutoring services or functions as a language learning school.

Sayra does not serve as an employer of any User unless separately subject to a signed, written employment contract signed by both the User and Sayra. Users may use the Services only for the provision and receipt of the tutoring services subject to these Terms.

As such, Sayra will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, workers’ compensation insurance, social security, or payroll withholding tax in connection with your use of Services. You are solely responsible for adhering to all applicable tax regulations that may apply in connection with your use of the Services. You hereby agree to compensate Sayra for all state fees, claims, payments, fines, or other tax liabilities that Sayra will incur in connection with the obligations arising from applicable tax or other regulations not being met by you.

In all cases of use of the Sayra Platform, Users are acting as independent contractors and not as Sayra’s or any other party’s employee, agent, franchisee, or servant. Accordingly, you will be solely responsible for all costs incurred by you or your organization. You may not act as an employee, agent, or representative of Sayra nor bind any contract on behalf of Sayra. Where, by implication of mandatory law or otherwise, you shall be deemed an employee of Sayra, you hereby agree to waive any claims against us that may arise as a result of such implied employment relationship. No User is entitled to participate in any Sayra vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Sayra to its employees

The Services provide connections to Tutors who are willing to be engaged by Students as independent contractors. As independent contractors, each Tutor decides when and how often the Tutor will be available to provide the tutoring services to Students. Each Tutor controls the methods, materials, content, and all aspects of the tutoring services.

Students are responsible for selecting the Tutor suitable for their learning goals. Students should check each Tutor's self-reported credentials, education, and experience. Each Tutor has the sole discretion to accept or decline a request for the tutoring services, as well as continue or discontinue a tutoring relationship with any Student.

Tutors may and, in fact, are expected to perform the tutoring services for others or do other types of work (either as an independent contractor or employee or other) while these Terms are in effect, including with Sayra’s competitors if desired, provided that such other activities do not result in the Tutor’s violation of the Terms.

10. ASSIGNMENT

You may not assign or transfer your rights or obligations under these Terms in whole or part to any third party without Sayra’s written consent. These Terms shall be binding and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees, and assigns.

11. FEEDBACK

You acknowledge and agree that we may provide you with a mechanism to provide feedback, suggestions, and ideas about the Services or the Sayra Platform (the “Feedback”).

By submitting any Feedback, you provide us written consent to use your Feedback for the improvement and promotion of the Services. You agree that submitting Feedback is gratuitous, unsolicited, and without restriction and will not place us under any fiduciary or other obligation and that we are free to use the Feedback without any additional compensation to you and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone.

You further acknowledge that, by accepting your Feedback, Sayra does not waive any rights to use similar or related ideas previously known to Sayra, developed by its employees, or obtained from sources other than you. You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancement and modifications to the Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose, or without it in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

12. REVIEWS

You acknowledge and agree that Sayra may calculate a composite rating based on comments and reviews from other Users. Tutors agree to be rated by Students along several criteria, as suggested by Sayra. Sayra provides its automatic feedback and rating system as a means through which Users can express their opinions publicly, and Sayra does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to Sayra's attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. Sayra is not legally responsible for any feedback or comments posted or made available on the Sayra Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable. You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Support.

13. NOTIFICATIONS

Unless you otherwise indicate in writing, Sayra will communicate with you by email, regular mail, or by posting communications on the Sayra Platform. You consent to receive communications from us electronically, and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when we send it to the email address you have provided to Sayra within your account or when we post such communication on the Sayra Platform. You should keep your email address updated in your account and regularly check this Landing page for postings. If you fail to respond to an email message from Sayra regarding the violation, dispute, or complaint within 2 (two) business days, we will have the right to terminate or suspend your account. All notices to Sayra intended to have a legal effect concerning these Terms must be in writing and delivered either in person or by means evidenced by a delivery receipt to the following address: 228 Park Ave South, PMB 61877, New York, New York 10003-1502.

To stop receiving specific communications from Sayra, please, submit a notification to us by email at [email protected] in order to change the types and frequency of such communications, you may also change notification preferences in your account.

14. TERMINATION

Other than Tutors, we may terminate any User’s access to the Sayra Platform in our sole discretion, for any reason and at any time, with or without prior notice. It is our right to terminate Users who violate these Terms, as deemed appropriate in our sole discretion.

We may terminate a Tutor’s use of the Services (i) immediately for failure to comply with the Terms, including the User Code of Conduct, which considers a material breach of the agreement; (ii) for other cause, including, but not limited to, sexual or other unwelcome harassment, threats or intimidation, fraud, falsification of documents or qualifications; or (iii) upon 30 days advance written notice for any reason.

We may also delete or restrict access to or use of all related information and files. Sayra will not be liable to Users or any third party for any modification, suspension, or termination of the Service, or loss of related information.

In case Sayra suspends or terminates your account due to the breach of these Terms or any of Sayra's policies, you understand and agree that you shall receive no refund or compensation for any unused funds or scheduled Interview/Speaking sessions, or loss of any content or information associated with your account. In addition to the aforementioned, Sayra is entitled to withhold any funds remaining on your account as liquidated damages.

In case you haven’t logged into your Sayra account for more than 180 days your account might be suspended.

Even after your right to use the Services has been terminated or suspended, these Terms will remain enforceable against you.

15. INTELLECTUAL PROPERTY RIGHTS

All intellectual property in the design and layout of the Sayra Platform and the material and information published on the Landing page pages or within the Sayra Platform functionality belongs to and is vested in Sayra or its licensors. You may not copy any part of the Sayra Platform or otherwise do anything in relation to any part of the Sayra Platform. You may not otherwise use or reproduce any of the Sayra Platform or the material contained within it in any manner other than those listed above without first obtaining the prior written permission of Sayra.

Unless otherwise noted, all Sayra Content contained on the Sayra Platform is the property of Sayra and/or its affiliates or licensors and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. The service marks and trademarks of Sayra, including without limitation Sayra and the Sayra logos are service marks owned by Paybek, Inc. Any other trademarks, service marks, logos, and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos, or trade names without the express prior written consent of the owner.

You may not link or frame to any pages of the Landing page or any Sayra Content contained therein, whether in whole or in part, without prior written consent from Sayra. You may like or follow Sayra or share links to the Landing page via social networking technology referenced on the Landing page. Any rights not expressly granted herein are reserved.

16. COPYRIGHT INFRINGEMENT. DMCA NOTICE

Since we respect content owner rights, it is Sayra’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that any materials on our Services infringe your copyright, you may request that they be removed. Please notify Sayra's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, your request must bear the signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:

(i) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

(ii) Identification of the copyrighted work that you claim has been infringed;

(iii) Identification of the material that is claimed to be infringing and where it is located on the Landing page;

(iv) Information reasonably sufficient to permit Sayra to contact you, such as your address, telephone number, and email address;

(v) 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; and

(vi) 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 Paybek, Inc.

Address: 228 Park Ave South, PMB 61877, New York, New York 10003-1502. Email: [email protected]

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 attorney's fees.

Please note that this procedure is exclusively for notifying Sayra and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Sayra’s 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 laws, Sayra may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

17. CONFIDENTIALITY

You may obtain direct access via the Services to certain confidential information of Sayra, its affiliates, or Users, including but not limited to personally identifiable information, technical, contractual, product, program, pricing, marketing, and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You agree to hold Confidential Information in strict confidence and not use the Confidential Information except for the purposes set forth in these Terms and not disclose such Confidential Information to any third party. All right, titles, and interests in the Confidential Information remain with Sayra, its affiliates, and its Users. No obligation is imposed upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from Sayra, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) is disclosed in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Sayra adequate to afford Sayra the opportunity to object to the disclosure.

18. DISCLAIMER OF WARRANTY

Use of the Services is entirely at your own risk. Sayra disclaims all liability in connection with any interactions, correspondence, transactions, and other dealings that you have with any third parties, including without limitation Students or Tutors found on or through the Sayra Platform (including on or via linked websites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, services, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Under no circumstances will we be liable for any loss or damage caused by your reliance on the information in any content on the Sayra Platform. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, or other content available through the Sayra Platform.

You acknowledge that the Sayra Platform and all Services, text, images, and other information on or accessible from the Sayra Platform are provided "as is" and are based in part on listings provided by Tutors, which are not verified by Sayra, and that any tutoring services, listings or other content acquired through the use of the Sayra Platform are at your sole risk and discretion. Sayra and its affiliates and licensors are not liable or responsible for any results generated through the use of the Services. We provide no warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Specifically, but without limitation, Sayra does not warrant that: (i) the information available on the Sayra Platform is free of errors; (ii) the functions or services (including but not limited to mechanisms for the downloading and uploading of content) provided by the Sayra Platform will be uninterrupted, secure, or free of errors; (iii) defects will be corrected, or (iv) the Sayra Platform or the server(s) that makes it available are free of viruses or other harmful components. Neither Sayra nor its affiliates or licensors is responsible for the conduct, whether online or offline, between Users.

In addition, notwithstanding any feature a Student may use to expedite Tutor selection, each Student is responsible for selecting their Tutor and negotiating a contract, and Sayra does not warrant any goods or tutoring services purchased by a Student and does not recommend any particular Tutor. Sayra does not provide any warranties or guarantees regarding any Tutor’s professional accreditation, registration, or license.

Sayra expressly disclaims any liability or claims that may arise between Users of its Services. You are solely responsible for your interactions with all other Users and any disputes that arise from those interactions with other Users. Sayra is not obliged but may attempt to assist in resolving disputes between Users.

19. LIMITATION OF LIABILITY

(a) Disclaimer. In no event shall Sayra be liable to any User of the Sayra Platform or any other person or entity for any direct, indirect, special, incidental, consequential, or exemplary damages (including, but not limited to, damages for loss of profits, loss of data, loss of use, or costs of obtaining substitute goods or services) arising out of use, inability to use, unauthorized access to or use or misuse of the Sayra Platform or any information contained thereon, whether based upon warranty, contract, tort (including negligence) or otherwise, even if has been advised of the possibility of such damages or losses.

(b) Limitation. You agree that Sayra’s total cumulative liability in connection with these Terms, the Sayra Platform, the Services, the Sayra Content, or any listing or services whether in contract, tort, or otherwise, shall not exceed the amounts if any, you paid to Sayra for the Services in the then-prior three months.

(c) Waiver of Class Action. Any claims brought by you or Sayra must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

20. EXCLUSIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

21. INTERNATIONAL

The Sayra Platform may be accessed from countries other than the United States. The Sayra Platform and the Services may contain products or references to products that are only available within the United States and U.S. territories. Any such references do not imply that such products will be made available outside the United States.

If you access and use the Sayra Platform outside the United States, you are responsible for complying with all applicable local laws and regulations.

We make no representation that information on the Sayra Platform is appropriate or available for use outside the United States. Those who choose to access the Sayra Platform from outside the United States do so on their own initiative and at their own risk.

22. EXPORT CONTROL

The laws of the United States of America prohibit the transmission, export, and re-export of certain products, services, downloadable software, and data (technical data) to particular persons, territories, and foreign states. Nothing from the Services may be exported, in any way, in violation of United States law.

The United States export control regulations prohibit U.S. businesses, such as Sayra, from offering services to users in specific sanctioned regions.

In order to comply with these regulations, it is not allowed for users in the following areas to access all or certain parts of the Sayra Platform:

Iran,
Sudan,
Crimea,
Cuba,
Syria,
North Korea,
Temporarily occupied territories of Donetsk and Luhansk oblast of Ukraine,
Any other country or region is restricted by law (as may be changed from time to time).

Depending on your exact location, you may encounter an IP or payment purchase block when attempting to enroll in or otherwise access the Sayra Platform.

23. LIQUIDATED DAMAGES

Sayra and a User hereto acknowledge and agree that the funds that may be withheld under Section 14 of these Terms shall constitute liquidated damages and not penalties and are in addition to all other rights of Sayra in case of the breach of these Terms. Sayra and the User further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in the abovementioned section bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any material breach of the agreement by a User (iii) one of the reasons for Sayra and a User reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages.

24. INDEMNIFICATION

By using the Services, you agree to indemnify, hold harmless and defend Sayra and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Services, including but not limited to (a) acts and/or omissions on or off the Sayra Platform; (b) violation of any rights of another, including without limitation any alleged infringement of intellectual property or other right of any person or entity relating to the Sayra Platform; (c) breach of these Terms; (d) disputes with or between other Users; (e) use and/or misuse of the Sayra Platform, including without limitation any information, content and/or materials thereon; (f) violation of any applicable law or regulation; (g) inaccurate, untimely, incomplete or misleading User information, including without limitation with respect to registration, profile or eligibility; (h) misstatements and/or misrepresentations; (i) use of links to third party websites, including without limitation such websites' availability, terms of use, privacy policy, information, content, materials, advertising, products and/or services; (j) User information and any acts or omissions with respect to such User information; (k) use of any information in third-party reports; (l) use of third-party payment processors; and/or (m) use of any services or products or any contracts or arrangements made or provided based on information, content and/or materials obtained on or through the Sayra Platform . You further agree that you will cooperate as requested by Sayra in defense of such claims. Sayra reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and you shall not, in any event, settle any claim or matter on behalf of Sayra without the written consent of Sayra.

In the event that you have a dispute with any User, you hereby release Sayra (and its officers, directors, agents, investors, subsidiaries, employees, contractors, and any other third parties related to the Services) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown, arising out of or in any way related with such disputes.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

25. DISPUTE RESOLUTION

Any dispute arising out of consumer claims shall be finally resolved by individual arbitration before a single arbitrator is conducted in the English language in Delaware, USA, under the Commercial Arbitration Rules of the American Arbitration Association (AAA).

All disputes arising out of or relating to these Terms shall be finally resolved by individual arbitration. The arbitration will be conducted in Delaware, USA, except that a User residing in the US may elect to have the arbitration conducted at a location of Sayra’s choice no more than 160 kilometers from the User’s residence. The individual arbitration must be before a single arbitrator is conducted in English under the Commercial Arbitration Rules of the American Arbitration Association (AAA).

Any arbitration under these Terms will be between an individual User and Sayra. To the fullest extent permitted by applicable law, and except as expressly provided below, you and Sayra expressly waive any entitlement to resolve disputes in court or on a class, collective, or representative basis. You and Sayra shall appoint as sole arbitrator a person mutually agreed by you and Sayra or, if you and Sayra cannot agree within thirty (30) days of either party’s request for arbitration, a such single arbitrator shall be selected by the AAA upon the request of either party.

The parties shall bear equally the cost of the arbitration except (a) to the extent prohibited by applicable law; (b) that if the arbitrator determines that costs unique to arbitration (i.e., filing, administration, and arbitrator’s fees) would preclude a User from asserting a claim in arbitration, the arbitrator may require Sayra to pay a greater share of such costs unique to arbitration; and (c) the prevailing party shall, to the extent permitted or required by applicable law, be entitled to an award of reasonable attorneys' fees and costs incurred in connection with the arbitration in such an amount as may be determined by the arbitrator.

All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, the application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Sayra shall be entitled to seek temporary injunctive relief, security, or other equitable remedies from the United States District Court for the District of Delaware or any other court of competent jurisdiction.

26. GOVERNING LAW

These Terms shall be governed by the laws of the State of Delaware, USA, excluding the United Nations Convention on Contracts for the International Sale of Goods; the 1974 Convention on the Limitation Period in the International Sale of Goods; and the Protocol amending the 1974 Convention, done at Vienna April 11, 1980; provided, however, that to the fullest extent permissible under law the Federal Arbitration Act (9 U.S.C.§ 1 et seq.) shall govern Section 25 of these Terms (entitled Dispute Resolution).

27. NON-SOLICITATION

Without limitation, the Services may not be used to solicit for any other business, website, or service. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Service facilitated through Sayra without express written permission from Sayra.

You may not use the Service to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of Sayra.

28. HEADINGS

The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.

29. ENTIRE AGREEMENT. SEVERABILITY

These Terms, together with any amendments and any additional agreements you may enter into with Sayra in connection with the Services, shall constitute the entire agreement between you and Sayra concerning the Services. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

30. CONTACTS

For additional information and in case you have any questions about these Terms, please contact [email protected]