THE FOLLOWING DESCRIBES THE TERMS AND CONDITION BY WHICH MANABI LIMITED OFFERS ACCESS TO OUR SERVICES.

This user agreement is created for English teachers who wish to teach English through Manabi Limited ("Manabi")'s service. This Agreement describes the terms and conditions applicable to the teachers' use of our services. If you, as a registered teacher for Manabi, do not agree to be bound by the terms and conditions of this Agreement, access to our services will be denied.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement, which include those terms and conditions expressly set out below and those incorporated by reference, before you become a registered teacher for Manabi.

Article 1: Application

1. This user agreement defines the rights and obligations between Manabi Limited and the teacher (defined in Article 2-1) who wishes to use our service (defined in Article 2-5) and applies to everything that relates to using our service between Manabi Limited and the teacher.
2. Besides the contents of this user agreement, the detailed regulations for the use of services, which Manabi Limited will constantly publish on our website (defined in Article 2-4), make up a part of this contract. If the contents of this user agreement are different from the detailed regulations and if not explicitly stated in the detailed regulations that the detailed regulations are to come first, this user agreement will take priority over the detailed regulations.

Article 2: Definition

1. "Teacher" is a registered individual who will provide English lessons using our service based on Article 3.
2. "Student" is an individual or corporation who will take English lessons using our service.
3. "Intellectual Property" is copyright, patent, model utility right, trademark right, design right and any other intellectual property (including but not limited to obtaining these rights or applying to register these rights).
4. "Our Website" is the website which Manabi Limited operates under the domain "manabi.st" (if for whatever reason Manabi Limited should decide to change the domain of our website, the changed website shall apply as well).
5. "Our Service" is providing English lessons by using our website and telephone service called Manabi telephony system (if for any reason if Manabi Limited should decide to change our service, the changed service shall apply as well.)
6. "Contract" is a contract based on this User Agreement which both Manabi Limited and the Teacher agree on based on Article 3-4 of this agreement.

Article 3: Registration

1. In order to use our service and provide English lessons, the applicant must agree to accept this user agreement, provide us with a certain amount of information ("Registration Data"), and apply to be a registered teacher.
2. The applicant must apply to use Manabi's service on his/her own behalf. As a general principal, Manabi Limited will not authorize any agent applying on the applicant's behalf. Also, in consideration of applying to use of our service, the applicant must provide true, accurate, current and complete information about his self or herself in our registration form.
3. Manabi Limited will determine whether to register the applicant as our teacher based on Manabi's discretion, and inform the applicant should Manabi Limited decide to register the applicant as a teacher. This notice will complete the applicant's registration as becoming our teacher.
4. At the time of completion, as stated in the previous section, the contract based on this user agreement between Manabi Limited and the teacher will be effective and the teacher will be able to use our service to provide English lessons based on this agreement.
5. Manabi Limited retains the right to refuse application based on Section 1 if Manabi Limited determines any of the following:
   1. The applicant is violating this user agreement.
   2. All or part of the registration data is untrue, misleading, or incomplete.
   3. The applicant has been denied registration or terminated in the past.
   4. The applicant is under 18 years old, wards who are of age, a warrantee, or does not have the approval a legal representative or guardian.
   5. Any other reason that Manabi Limited determines that the applicant is unsuitable for becoming a registered teacher.

Article 4: Change of Registration Data

Article 5: Setting up lessons and lesson payment

1. Teachers will use our service by setting up lesson plans/lesson courses under their own fees & responsibilities and will prepare the lesson materials. When creating the lesson plans, teachers must be especially careful not to infringe on any third party's intellectual property or other rights.
2. Teachers will set their per lesson price under their own judgment and notify Manabi Limited through the process Manabi Limited has established.
3. Manabi Limited will, under Manabi Limited's own judgment, add in the telephone charges and Manabi Limited's margin on top of the price per lesson teachers have set to determine the final price per lesson for students.
4. Manabi Limited will sum up bills for each teacher at the end of each month and will pay each teacher, through the process Manabi Limited has established, by the end of the following month. Teachers will not receive the lesson fees for the lessons which students have cancelled effectively.
5. Teachers will bear the expenses of tax and public dues due to the lesson income and fees. In the event that there are income tax and/or other taxes to be withheld, Manabi Limited will have the right to deduct the amount.
6. If the teacher agrees to conduct free lessons to attract students, there will be no lesson fees associated to the lessons and Manabi Limited will have no obligation to pay the teacher for these lessons.

Article 6 Downloads and others

Article 7 Using our service

1. Teachers, while officially registered as a teacher for Manabi Limited, may teach English lessons using our service within the purpose and scope of this user agreement and not in violation of this user agreement.
2. Teachers must prepare the necessary devices, software, and others to use our service. Manabi Limited will not take any responsibilities for the devices, software, and others to use our service.
3. Teachers must refrain from the following actions when using our service to provide English lessons:
   1. Activities that infringe upon intellectual property rights, portrait rights, privacy rights, privilege/honor, other proprietary rights and/or benefits of any party.
   2. Activities replicating, alternating, sending or submitting information to use our service which violate intellectual property rights, portrait rights, privacy rights, privilege/honor, all other rights and benefits of any third party.
   3. The uploading, posting, emailing, transmitting or otherwise making available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable.
   4. Illegal activities or activities which may or will connect to illegal activities or offend public order and morality.
   5. Activities that violate common law or rules and regulations of Manabi Limited or organizations to which teachers are associated.
   6. Upload, post, email, transmit or otherwise make available any content of computer viruses or any other harmful computer programs.
   7. Altering information of our service.
   8. Submitting/Sending a certain amount of data using our service, which exceeds the amount Manabi Limited has set.
   9. Collecting and storing personal information (data) of other users or any third party related to our service.
   10. The uploading, posting, emailing, transmitting, receiving, or otherwise making available any content that may violate any applicable local, state, national or international law.
   11. Activities using our telephony system for purposes other than using it for providing English lessons through our service.
   12. Directly contacting students, providing lessons, and collecting fees without using our service.
   13. Activities that may interfere with Manabi Limited operating our service.
   14. Any other activities that Manabi Limited deems inappropriate.
4. Manabi Limited will be able to delete part of or all information without any notification to the teacher if Manabi Limited determines that the information the teacher has uploaded, posted, emailed, transmitted has applied to any of the activities in the previous section. Manabi Limited will not bear any responsibilities or liabilities for any damages caused by taking action of this section.
5. Teachers are responsible for all telephone charges exceeding the stated lesson length and/or using our telephony system for purposes other than providing English lessons through our service. Manabi Limited will be able to demand payment or deduct the amount from the payment to teachers for the exceeded telephone charges.

Article 8 Scheduled Lesson and Cancellation Policy

1. Teachers will accept, decline or cancel lessons according to the process Manabi Limited has established and Manabi Limited will only treat this activity as the official acceptance, denial or cancellation for lessons.
2. Students will request a lesson and when the teacher accepts this request, Manabi Limited will consider this as scheduled lessons. If teachers do not accept the requested lesson before 12 hours in advance of the starting time, the lesson will not be considered as scheduled.
3. Teachers will be able to cancel the scheduled lesson up to 12 hours in advance of the starting time of the lesson without incurring a cancellation charge.
4. If teachers decide to cancel the scheduled lesson not in conformity with Section 3, the teacher will pay a US$2 cancellation charge to Manabi Limited as a penalty.
5. Teachers will not be able to cancel the scheduled lesson less than 1 hour before the starting time of the lesson. If for any reason the teacher cannot conduct the lesson, the teacher will pay a penalty of US$2 to Manabi Limited.
6. If for any reason, the student does not answer the phone for a scheduled lesson and the teacher calls the student again 5 minutes after the scheduled lesson time, Manabi will pay the teacher the lesson fees of the scheduled lesson.

Article 9 Handling Password and UserID

1. The teacher may not let other people use, borrow, handover, sell/purchase the registered ID and password and will take full responsibility of the security of his/her own registered ID and password.
2. Manabi Limited will not be responsible or liable for any damages to the teacher caused by using his/her own registered ID or password. Further, Manabi Limited will not be responsible or liable for the damages caused to the user if the teacher's registered ID or password is used by others, whether or not the concerned user is at fault.
3. The teacher must notify Manabi Limited immediately if his/her registered password or user ID had been stolen and will follow the instructions of Manabi Limited when this happens.

Article 10 Service Suspension

1. Manabi Limited will suspend temporarily or permanently, the entire service or part of the service offered, without notifying the teacher in advance in the following situations:
   1. When any damage to the facilities needed to offer this service is caused or when regular or urgent maintenance is needed.
   2. When the computer, communication line, and others have been shutdown by accident or otherwise.
   3. When the service cannot be offered due to fire disaster, blackout, etc., and natural disasters such as earthquake, eruption, flood, hydraulic bore, etc.
   4. Other reasons Manabi Limited deems necessary to suspend or shut down the service.
2. Manabi Limited will not be responsible or liable for any damages caused to the teacher due to the aforementioned reasons for the suspension or shut down of the service.

Article 11 Information Storage

Article 12 Proprietary Rights

1. Acceptance of this agreement acknowledges and confirms that the proprietary rights and intellectual property of our website and our service belongs to Manabi Limited or to a third party that has granted its license to Manabi Limited. The teacher will not be granted the use of the intellectual property of Manabi Limited or of a third party that has granted its license to Manabi Limited, beyond the use of using our service under this user agreement. The teacher will not, for any reason, infringe on the intellectual property rights of Manabi Limited or of a third party that has granted its license to Manabi Limited. The teacher consents to follow the terms of Manabi, including but not limited to refraining from any copying, reverse-compiling, reverse-assembling, modification, extraction, assembly, any other reverse-engineering.
2. The intellectual property rights of the teaching material or other contents which the teacher has created will belong to the teacher except as otherwise agreed by Manabi Limited and the teacher. However, Manabi Limited will assume that the teacher has granted to re-license the right to Manabi Limited to use (duplicate, modify, translate, adapt, transmit, lend/lease, and all other uses) all teaching materials for our service.

Article 13 Transmitting Contents

Article 14 Termination

1. Manabi Limited, at its sole discretion without any notice, may terminate the teacher's registration temporarily or permanently for the following actions:
   1. Infringing upon any of the articles in this user agreement.
   2. Registering any false personal information.
   3. Using our service with the purpose or manner that may cause harm or damage to Manabi Limited, other teachers, or to a third party.
   4. Interfering with our service by any means.
   5. Becoming subject to bank suspension, insolvency, bankruptcy, rehabilitation proceedings, corporate consolidation, special liquidation or other proceeding related to the aforementioned.
   6. Bouncing a check or draft that the teacher drew or received.
   7. Having been claimed for attachment of objects, issued a search warrant, provisional disposition, compulsory execution, or been auctioned off.
   8. Disposed for failure to pay tax and public charges.
   9. Not using our service for more than 12 months and did not respond to Manabi Limited.
   10. Other reasons that Manabi Limited has determined that the teacher is not appropriate to continue as a registered teacher.
2. Once the registration is terminated, the teacher must immediately pay for all fees and liabilities to Manabi Limited.
3. The teacher must agree that Manabi Limited shall not be liable to the teacher for any termination of the teacher's access to our service.
4. The teacher may inform Manabi Limited 7 days in advance, through the process Manabi Limited has established, to terminate its own registration. However, the teacher cannot terminate his/her own registration if the teacher has any scheduled lessons that have not been completed.
5. If the teacher has terminated his/her registration according to this article, the teacher will return or dispose of all software, manual and other materials related to our service under the instruction of Manabi Limited.

Article 15 Disclaimer of Warranties and Exclusion

1. Manabi Limited will not guarantee the appropriateness of the specific purposes, accuracy of all information, the lesson to be conducted, and any other in our service. Furthermore, if you receive any information from Manabi Limited, directly or indirectly, about our service or our teachers, Manabi Limited will not guarantee any information to the teacher exceeding the rules and regulations of this user agreement.
2. The teacher will investigate under his/her own responsibilities and fees whether the teacher is in violation of any applicable act and rules/regulations of related industry groups. Manabi Limited will not guarantee that the teacher using our service is in accord with applicable acts and rules/regulations of related industry groups.
3. Manabi Limited will not be responsible or liable for any damages the teacher incurred by suspension, shut down, not able to use or service; change of our service; deletion or loss of teacher's messages or information; termination of teacher's registration; loss of data and/or malfunction or damage of any device; and any other damages using our service.
4. Manabi Limited is providing an environment for teachers to provide English lessons by using our service and Manabi Limited is not administrating the students. Accordingly, Manabi Limited will not be responsible or liable for the statements or any other actions of students using our service. Also, the teacher will decide to accept or decline lesson requests from specific students under the teacher's own responsibility and Manabi Limited will not take any responsibility (whether using our service or not) for the interaction between the teacher and the student. This section is only established to define the responsibility of Manabi Limited and does not mean that Manabi Limited admits teachers to directly provide lessons with students without using our service.
5. Our service may or a third party website may provide links to other websites and resources or links to Manabi's website. The teacher will acknowledge and agree that Manabi Limited shall not, for any reason, be responsible or liable for any information, damage, or loss by using or connecting to websites other than the website of Manabi Limited.
6. The teacher will understand that to provide our service, there will be various networks and communication devices to go through and Manabi Limited will not guarantee any transmission speed of the networks, communication devices and security features. Manabi Limited will not bear any responsibility and liability for any damages caused from this matter.

Article 16: Dispute Settlement and Claim for Damages

1. The teacher must compensate for any damages caused by violating this user agreement or causing damage to Manabi Limited by using our service.
2. The teacher must inform Manabi Limited as to the description of the matter immediately if there is a dispute, by using our service, between students, other teacher, or other third party. The teacher must resolve the dispute under the teacher's own fee and responsibility and will report the result to Manabi Limited under our request.
3. If the teacher receives a complaint or if the complaint develops into a dispute regarding intellectual property or other right with the teaching materials used in our service by a third party, the teacher must immediately notify Manabi Limited regarding the matter. The teacher must resolve the complaint or dispute under teacher's own fee and responsibility and will report the result to Manabi Limited under our request.
4. If a student, another teacher or any third party claims damages from Manabi Limited due to the teacher's services with Manabi Limited, the teacher must compensate for the amount that Manabi Limited has been obligated to pay to such third party.

Article 17: Privacy

1. "Private Information" is defined in this User Agreement as all information including technology, business, service, financial, or organizational of the other party that has been provided, disclosed, or known through verbal communication, document, or recording medium to Manabi Limited or the teacher by associating with our service. The following will be excluded from Private Information:
   1. If the other party has provided or disclosed the information or the information has been already widely known to the public.
   2. If the information has been paper publicized or has been known to the public by other means without one's fault after it has provided and disclosed the information.
   3. If the right of the information has been legally obtained from the other party to provide or disclose the information without being responsible for the privacy obligation.
   4. If the information has been developed personally without subjected to Private Information.
   5. If the information is a written document from the other party that has no need to be confidential in nature.
2. Manabi Limited and the teacher will only use the Private Information for the purpose of using our service and will not provide, disclose, or leak the third party's Private Information without agreement through a written document.
3. Without regarding the previous section, Manabi Limited will be able to use the registered information of the teacher and other user information for other uses of our service and for our affiliate companies (where Manabi Limited owns more than 50% of the company.) Manabi Limited will also be able to provide or transfer Private Information to the other party which has agreed through a written privacy contract.
4. Without regard to Section 2, Manabi Limited and the teacher will be able to disclose all Personal Information if ordered or claimed by law, court, or any government organizations. Manabi Limited or the teacher will notify the other party immediately if there is such an order or claim.
5. Manabi Limited and the teacher will obtain a written approval from the other party in order to duplicate the Private Information written in a document or magnetic storage media. Manabi Limited and the teacher will place strict controls over the duplicated Private Information according to Section 2 of this article.
6. Manabi Limited and the teacher will, without delay, return or destroy all Private Information, written either by document or other recording medium and all duplicated Private Information by the request of the other party through the process the other party has established.

Article 18: Duration

Article 19: Change of the User Agreement

1. Manabi Limited will be able to change this User Agreement (including rules and regulations of our service posted on our website) and the content of our service freely at any time.
2. If Manabi Limited has changed the User Agreement or the contents of our service, Manabi Limited will notify the teacher as to the changes. Once Manabi Limited has provided notification of the changes and the teacher has used our service or if the teacher has not cancelled his/her registration after a certain period which Manabi Limited has determined, Manabi Limited will assume that the teacher has agreed to the changes of the User Agreement or our service.

Article 20: Contact

Article 21: Transferring the User Agreement

1. The teacher will not be able to give, transfer, set collateral or other disposition of the title, rights, and obligations of this User Agreement to another party without a written agreement between Manabi Limited.
2. If Manabi Limited has sold or transferred its business to another company, Manabi Limited will be able to give or transfer the title, rights, obligations of this User Agreement, and all registered information of the teacher and other users. The teacher has agreed, in advance, under this section that the company will obtain all the information described above due to the matter.

Article 22: Entire Agreement

Article 23: Functional Separability

Article 24: Rule of Endurance

Article 25: Applicable Law and Proper Court

Article 26 Resolution of Disputes