TERMS AND CONDITIONS OF USE

By means of the following document, Open Education LLC makes available to Users and Customers the terms and conditions of the Platform designated Open English (hereinafter the “Service”).

 Open Education LLC (hereinafter Open English), a trading company possessing its own legal personality, registered in the State of Florida, United States of America, having its official headquarters at Coral Gables, 255 Giralda Avenue, Suite 500 FL 33134, owner of the online platform designated Open English, offers you the opportunity to learn English through the use of our online services and the website www.openenglish.com (the Website), in addition to offline services, through downloads available on the Platform (the “Service”). The Service includes access to the Open English Course and Open English Junior (the “Courses” or the “Course”) that are administered by Open English.

You must be of legal age to accept these Terms and Conditions. If you are a minor, your father, mother or legal guardian must accept them on your behalf. Upon utilizing the Service, you shall be required to provide certain information. Open English will process all information related to the Client’s use of the Service in accordance with the terms of our Privacy Policy

Prior to contracting the Service, it is important that the User read and accept the terms and conditions governing the provision of the Service.

2.PARTIES INVOLVED.

i. The Company: Open English is responsible for providing the Service.
ii. User: person who uses the Website, accepting the Portal’s conditions and policies, which does not necessarily imply the existence of a business relationship.
iii. Client: consumer (individual person or legal entity) that registers by means of the form and purchases the Service.

3.  PROCESS OF DISTANCE CONTRACTING.

i. The User must register using the form found on the Website.
ii. A specialist employee will contact the User to describe the services provided in detail by Open English before said services are contracted.
iii. The User may contract the Service online and/or by telephone and pay by credit or debit card. To do so, he or she must provide the cardholder’s name, card number, expiration date and CVC or CVV. All information will be managed through a payment gateway.
iv. The User will receive via email the terms and conditions of purchase which were indicated at the time of purchase and which were collected on the Website or over the phone.
v. The license shall be activated for use during the period for which the Service was contracted.

4.OVERVIEW OF THE SERVICE.

4.1 Your Account and Registration Information. You can browse, preview and search the Service without having to open an Open English Account or provide any registration information. However, in order to utilize the Service in any other way, and to access Open English content, you must have an account and provide registration information to Open English.

4.2 Access to Open English Content. You can access Open English content as often as you like, as long as you are subscribed to the Service. You are also authorized to transfer Open English podcasts to certain handheld devices for personal, non-commercial use. You may also save Open English podcasts on CDs or DVDs for personal, non-commercial use. However, after having transferred and/or saved the Open English Content on this device, the Client promises to not copy, reproduce, distribute or transfer this content to any other device, nor to distribute or transfer it to any other person or third party. The saving and transfer functions of the Open English Content are solely for your convenience and do not represent a concession or waiver (or any other limitation or implication) of any right of the copyright holders of Open English Content, including any musical compositions in said content.

4.3 Additional terms applicable to software and hardware. Please note that there may be separate end user license agreements and terms of service for the hardware and software used with the Service, or that may interact with the Service, that you must accept. If you do not accept these terms, your ability to use the service will be limited. Please note that the Service only works with compatible devices.

4.4 Access to the Content of Open English Junior. You and your child (and/or the minor in your charge) are granted the right to use the Service, subject to these Terms of Service. Furthermore, by using the Service, the Client accepts that Open English shall collect and process all information pertaining the legal guardian and minor as it relates to the use of the Service, in accordance with the terms of our Privacy Policy.

5.SPECIFICATIONS OF THE SERVICE.

The Client may enjoy the following benefits included and made available by the License:

To make progress in the activities indicated in the terms and conditions above, it is necessary for the Client to have developed all communication skills (speaking, listening, reading and writing). Otherwise, it is not possible to guarantee the satisfactory use of the Service. Should the User not comply with the conditions indicated in this paragraph, the Company will proceed to terminate the contract and refund the money in accordance with the original payment method.

6. RESTRICTIONS.

6.1 Norms and policies applicable to the technology utilized in the provision of the Open English Service. When using the Service, the Client will be subject to any other guidelines or standards applicable to the technology used in the provision of the services and to certain publications published upon occasion (the “Guidelines”). All Guidelines will be included by reference to these Terms and Conditions of Use. These Guidelines shall apply in general, without distinction, to all end users of the Service and may include, for example, necessary or automatic updates, modifications and re-installations of the software, and the obtaining of patches available for, among other purposes, managing security, interoperability and/or operational issues. Updates, modifications and operations such as these may be carried out periodically or whenever it becomes necessary, without prior notice. On the other hand, some aspects of the Service are considered to be self-directed and may create a special identification system with objectives related to security and the detection of improper use. Access to certain applications is subject to restrictions for reasons of security, or in accordance with what is set forth in the regularly issued protection policies that are issued by Open English. The Client understands and accepts that it is likely that Open English Content that was previously available for use might not be available at this time.

6.2 Prohibited Conduct. The Client may not use the Service to transmit, display, perform or otherwise make available messages, content or materials (i) that are illegal, obscene, threatening, unsolicited mass communications or “spam,” defamatory or that violate privacy, or (ii) violate copyright, trademarks, patents, trade secrets and other intellectual or tangible property rights, rights to privacy or publicity, regulations or communication statutes, or any other laws, including, but not limited to, laws regarding defamation, harassment, obscenity and pornography; (iii) which are utilized in political campaigns or that constitute offers of sale or marketing, or which carry computer viruses or other codes intended to interfere with the functionality of computer systems, or (iv) which are in any way harmful to minors. The Client shall refrain from interrupting or attempting to interrupt the operation of the Service in any way. During the Course, students are expected to behave appropriately and respectfully, bearing in mind the highest standards of education and career development as they relate to other people. Any violation of any of these provisions will be subject to review and to any relevant actions Open English may decide to take, at its sole discretion, including the exercise of its right to Terminate the Service in accordance with Section 9.3 of this document. Furthermore, you may not use a false email address or one that could in any way mislead other members in regards to your identity or to the origin of a message or its content. If Open English becomes aware of irregular or dangerous behavior by its students directed at their own person, their family members, or their classmates, Open English may inform the local authorities of the country in which the minor in question’s domicile is located, with the objective of preventing any potentially dangerous behavior.

6.3 Restrictions on the use of the Service. The Service includes security components, so special rules and policies apply. The Client shall not attempt (or support other persons’ attempts) to mislead, reverse engineer, decode, decompile, disassemble or otherwise modify, alter or interfere with any aspect of the Service. You may not distribute, exchange, modify, sell or resell, nor transmit to any other person any part of the Service, including, but not limited to, any text, image or audio, for any entrepreneurial, commercial or public purpose. The Client promises to not copy, sell, distribute or otherwise transfer Open English Content, except as expressly permitted in this document.

6.4 Security constraints on the use of Open English Accounts. The Client may only open an Open English account for personal use and not for the use of any other person, except in the case of minors. The Client agrees that he or she will not permit others to use the Registration Information and/or the Open English account and accepts that he or she is solely responsible for maintaining their confidentiality and security. Clients must immediately notify Open English of any unauthorized use of their Open English password and/or account by calling the telephone number that appears on the Website and, should they be a Client, through the learning platform, using the “Contact Us” link. If Clients use or open an account with the Service on behalf of a company, entity or organization (jointly with the “Underwriting Organization”), they declare and attest that they are authorized representatives of this Underwriting Organization having the power to direct this organization, which must respect and comply with these Terms of Service, and therefore to accept its conditions on behalf of this Underwriting Organization.

7. RIGHT TO WITHDRAWAL/NO-FAULT TERMINATION OF THE CONTRACT

Clients may exercise their right to withdrawal/no-fault termination of the contract during the fourteen (14) calendar days following the finalization of this Contract. The request for withdrawal/no-fault termination of the contract must be made by calling the number displayed on the Website and speaking to an Open English employee, who will honor your request and refund the money, or by emailing the document for the withdrawal/no-fault termination of the contract. Please note that refunds will only be effected via the payment instrument that the Client made available to Open English upon delivery of the fully completed withdrawal form to the email info@openenglish.com. After this period of fourteen (14) calendar days has elapsed, the amounts that have been paid cannot be refunded. Should the Payment Method be deferred payment and should it be impossible to collect the amount due within a period of (25) days, Open English will cease providing the Service for reason of non-payment. 

8. CHARGES AND BILLING.

8.1 Payment agreement. All Clients of the Service must first accept these Terms and Conditions and then fill out a payment authorization form and sign the Terms and Conditions of Purchase (“Terms of Purchase”). Clients agree to pay the full price of the Service unless they have a promotional code or Open English has offered the Service, or part of it, free of charge to them.

8.2 Termination. After the fourteen (14) calendar days during which you may exercise the Right of Withdrawal/No-fault termination of the contract, the Customer may terminate the Service. If the subscription is cancelled, at the behest of the Client or by non-compliance with the terms and conditions of the Service, neither the installments nor the charges shall be refundable. Upon termination of the Service, regardless of the cause, the Client must immediately cease using the Content.

8.3 Bank and credit card transactions. During the registration process you will be asked to provide your credit or debit card information. As a User of the Service, you accept that your credit or debit card will be debited, or your bank account charged for any installments due, as well as any fees applicable to the Service and any other charge arising from the use of the Service. Except as provided herein, no installments or charges are refundable. Additionally, Clients are responsible for maintaining the confidentiality of their Open English Account and will be responsible for any charges made by anyone else through their Open English Account. All charges will be billed using the payment instrument that is used by the Client the first time he or she makes a purchase or charge on the Service. Clients will be responsible for any bank commissions or charges that are incurred upon their payment instrument or levied by their financial or credit institution. If Clients modify their billing information, they must update said information by contacting an Open English employee or representative, by calling the number that appears on the Website or, through the learning platform, by selecting the “Contact us” option. By providing information about your credit or debit card, bank account or any other means of payment, you acknowledge and accept that Open English may retain this payment instrument information until your Open English Account is canceled, in accordance with the provisions of the Privacy Policy, except in cases where the Client requests that Open English Customer Support delete their credit or debit card and/or bank account information, in which case said information will be deleted or stored in such a way that it is blocked, in accordance with the provisions of the Privacy Policy. When providing payment instrument information to Open English, the Client should consult the terms and conditions imposed by the payment instrument issuer regarding notification requirements and limitations on liability applicable in the event of loss, theft or unauthorized use of the payment instrument. Clients agree that they will be solely responsible for the payment of all amounts billed to their credit or debit card by unauthorized third parties and that they will not provide information relating to any payment instrument that has not been issued in their name.

8.4 Taxes. The cost of the Service may include taxes, which will be itemized in the prices. In these cases, the tax rate in force at the time that the Service purchase is made will be applied. If the tax rate applicable to sales changes before the corresponding purchases are finalized, the new rate in force at the time the purchase is completed will be applied. The Client will be responsible for the full payment of these taxes in accordance with the provisions of applicable tax regulations.

8.5 Right to change prices. All prices related to the Service are subject to change by Open English. The price change will not impact the Service during the initial contract term but shall affect the renewals of these contracts. The Client will be informed of the price change and have the opportunity not to renew the contract if he or she does not agree to the new prices.

9. SPECIAL NOTIFICATIONS.

9.1 Privacy. The personal data provided in order to register with the Service, as well as that which may be collected over the course the contractual relationship, shall be processed by Open English, acting as the party responsible for its processing, with the sole purpose of providing the service and managing the pre-contractual relationship in accordance with the Personal Data Processing Policy published on the website https://www.openenglish.com/es-ES/,[1]  which it acknowledges and accepts. The legal basis for the processing is the contractual relationship between the parties and the fulfillment of legal obligations by Open English, as well as the User’s consent, in cases in which it has been provided. Likewise, and should Users authorize it in advance, Open English may process their data for the purpose of sending commercial communications. Users may exercise their rights of access, rectification, deletion, portability and objection under the terms established in the applicable norms by sending an email to info@openenglish.com. Similarly, Users may file a complaint with the supervisory authority, in this case, the National Commission of Data Protection, should they believe that the processing of personal data by the Open English violates the applicable norms on data protection.

9.2 Accuracy of information.You declare and guarantee that all information (including Registration Information and responses to polls and surveys) provided to Open English is correct, complete and valid, and commit to updating this information as it becomes necessary. You also acknowledge that any information provided to Open English does not violate any law or regulation, nor does it violate any rights assigned to third parties.

9.3 Proof of residence and ability to enter into contracts. By opening an Open English Account, you declare and guarantee that you reside in the territory listed on your profile and that, according to the laws in your jurisdiction, you are able to enter into contracts.

9.4 Nature of Content. Clients understand that when using and accessing the Service, they may encounter materials that they may consider explicit, offensive or otherwise controversial. Open English may include, if available, information from third parties related to classifications, types of content and descriptions should the owners of this information provide it as a part of the Service. However, Open English will not be responsible for the accuracy of this type of third-party information. Clients agree that, regardless of whether or not the Service includes parental control features, and regardless of how often they use these features, to the extent permitted by applicable law: (a) it is their responsibility to define which Service or which materials that constitute part of the Service comply with their standards, and (b) under no circumstances shall Open English, its Affiliates or content providers be responsible for any Open English Content or for the materials to which it has access. To the extent permitted by applicable law, Users agree to use the Service at their own risk and expense, and that Open English and its Affiliates shall have no responsibility to the Client in regards to any content or material included in the Service.

9.5 Risk of use. To the extent permitted by applicable law, Open English and its Affiliates shall not be responsible for any damage to your computer or any other equipment that occurs as a result of accessing, using, downloading or browsing the Service.

9.6 Open English’s Right to alter these Terms and Conditions. As a result of changes in the law, or for any other legitimate reason, Open English may alter, modify, add or delete portions of these Terms and Conditions at any time. All changes shall take effect after the updated version of the Terms and Conditions is published. Should it be an essential change, Open English must notify you and obtain your consent before implementing these changes. We recommend that you review these Terms of Service periodically for changes. If you continue to use the Service on an ongoing basis after the publication of non-essential changes, this implies acceptance of said changes.

9.7 Open English’s Right to Make Changes to the Service. Open English may add, change, terminate, remove or suspend any material from the Service, including features, prices and product specifications described or mentioned in the Service, on a temporary or permanent basis. If there are essential changes made to the Service (for example, regarding prices), these changes will not apply to services whose provision is pending during the initial contract term. They may apply to new contracts and to the renewal of existing contracts, provided that Clients accept these changes. Open English and/or Open English Content owners may from time to time remove Open English Content from the Service without notice, and Open English may, at any time, lose the right to make certain Open English Content available to Clients. In this case, the Client will no longer be able to obtain or view these contents from Open English.

10. LIMITATION OF LIABILITY

10.1 The Client understands and accepts that, to the extent permitted by applicable law, the the Service is to be used at his or his own risk and expense, except as expressly established in the Terms and Conditions. The Service is provided “as is” and without guarantees of any kind from Open English, or its affiliates, as applicable, to the extent permitted by applicable law; Open English expressly disclaims all guarantees, express or implied, including, but not limited to implied warranties of commercialization, aptitude for a particular purpose, non-infringement and title and, except in the cases expressly set forth herein, Open English does not guarantee or make any statement about the use or the results of the use of the Service with respect to performance, accuracy, reliability, security, capability, timeliness or other characteristics. To the extent permitted by applicable law, the Client will not hold Open English or its affiliates liable for any damages arising from its access to the Service (including any software or system it uses to gain access to the service), including, but not limited to, damages to any computer, software or system, or registered portable devices used to access it. The operation of the Service is not guaranteed to be continuous (uninterrupted) or error free. No information or advice given, verbal or written, made by any person, can be considered any kind of guarantee regarding Open English or its affiliates.

10.2 Open English does not guarantee that the Service will be compatible with all registered computers, CD or DVD players, CD or DVD burners or portable devices. The Client is solely responsible for ensuring that his or her systems work satisfactorily with the Service and, unless Open English indicates otherwise, the use of mobile applications is limited to an appropriate device and/or operating system suitable for accessing the mobile application. Open English does not accept any responsibility for the application’s unavailability, nor for any difficulty or inability to complete downloads or to access mobile content, or for the failure of any other communications system that may lead to the mobile application becoming unavailable.

10.3 To the extent permitted by applicable regulations, Open English will not be liable for direct, consequential, exemplary, quantifiable, indirect, accessory or punitive damages and losses, or for loss of profits, regardless of whether these losses may have been caused by the Service or have been related to it, and it is in no way liable for, among other damages: (1) damages and losses arising from loss of data, loss of profits, loss of use of the Service or for any download or for the loss of any related equipment, any downtime, or for loss of the Client’s time, even when Open English and its affiliates have been notified of the possibility of such damages and losses (2) damages arising from the use that the Client makes of the Service and which violates these Terms and Conditions, namely the limitations relating to use. Open English or its affiliates will not, under any circumstance, be liable for the unauthorized use of any content or for any use of the Service that involves the creation, distribution or use any material that is defamatory, libelous, slanderous or obscene, which may give a false impression of any person, which constitutes an invasion of any right to privacy or a violation of any right to publicity, which violates the rights of any third party, or which violates any foreign, federal, state or local law or regulation.

10.4 In accordance with applicable norms, some of the limitations indicated in the previous sections may not be permitted. Similarly, some jurisdictions do not allow for the exclusion or limitation of implied guarantees or of liability for incidental or consequential damages and losses, so these exclusions or limitations may not apply in all cases. To the extent that, in specific circumstances, any limitation on damages and losses or liability established herein may be prohibited by applicable law, superseding the provisions of this document, and only under these specific circumstances, shall Open English have the right to the maximum abdication and/or limitation on damages and losses and liability available according to the norm applicable under those circumstances. To the extent permitted by applicable law, these damages and losses, or Open English’s total liability, may not exceed the charges paid in the previous 12 months or §10, whichever amount is greater.

11. APPLICABLE LAWS AND JURISDICTION

These Terms of Service and the use that the Client makes of the Service shall be governed in accordance with the laws of the State of Florida, not including (i) the norms and principles applicable to conflicts of laws, (ii) the United Nations Convention on Contracts for the International Sale of Goods (CISG), (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods, and (iv) the Protocol that amended the 1974 Convention adopted in Vienna on April 11, 1980. However, the Company must always comply with consumer protection laws and any other regulations in the User’s country of residence that may be applicable, notwithstanding the law governing the Agreement. Any claim or dispute with Open English or any Affiliate arising from the following of these Terms of Service, the Service or the utilization of any of these shall be resolved in an appropriate state or federal court based in Miami-Dade County, Florida. However, the courts of the User’s country of residence will also be have competence to resolve disputes that may arise regarding Open English, these Terms of Service, the Service or the use that the Client makes of any of them.

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