These terms of service constitute a legally binding agreement (the “Agreement”) between you and HalaPro Inc., (“HalaPro”, “we”, “us” or “our”), by which expression includes our legal representatives, administrators, successors-in-interest, permitted assigns and affiliates (“Affiliates”)
This Agreement governs your use of HalaPro application, website, call centre and technology platform (collectively, the “HalaPro Platform”) for the purpose of providing training and tutoring services (collectively, the “Training and Tutoring Services ”) as a HalaPro professional (a “HalaPro Professional”) to users (“Users”) who have booked a session via the HalaPro Platform. In many jurisdictions, the right to operate the HalaPro Platform is licensed by HalaPro LLC. to its relevant Affiliates, and the relevant Affiliate in your jurisdiction provides you the right to access and use the HalaPro Platform as a HalaPro professional in your jurisdiction. Where no Affiliate exists in your jurisdiction but use of the HalaPro Platform is available to you, the right to access and use the HalaPro Platform will be provided to you by HalaPro LLC.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE HALAPRO PLATFORM.
Your access and use of the HalaPro Platform as a HalaPro Professional constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and HalaPro. If you do not agree to this Agreement, you may not access or use the HalaPro Platform or provide Training Services as a HalaPro Professional. This Agreement expressly supersede prior agreements or arrangements with you. HalaPro may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the HalaPro Platform or any portion thereof, at any time for any reason.
HalaPro may amend this Agreement from time to time. Amendments will be effective upon HalaPro’s posting of such updated Agreement at this location. Your continued access or use of the HalaPro Platform after such posting constitutes your consent to be bound by this Agreement, as amended.
1. The HalaPro Platform
YOU ACKNOWLEDGE THAT NEITHER HALAPRO NOR ITS AFFILIATES PROVIDE TRAINING OR EDUCATION SERVICES OR TUTORING AND THAT ALL SUCH TRAINING OR EDUCATION SERVICES OR TUTORING ARE PROVIDED BY YOU AS AN INDEPENDENT THIRD PARTY CONTRACTOR WHO IS NOT EMPLOYED BY HALAPRO OR ANY OF ITS AFFILIATES.
Subject to your compliance with this Agreement, HalaPro grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (i) access and use the HalaPro Platform on your device solely to provide Training Services to Users; and (ii) access and use any content, information and related materials that may be made available to you through the HalaPro Platform, in each case solely to provide Training Services to Users. Any rights not expressly granted herein are reserved by HalaPro and HalaPro’s licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the HalaPro Platform; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the HalaPro Platform except as expressly permitted by HalaPro; (iii) decompile, reverse engineer or disassemble the HalaPro Platform except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the HalaPro Platform; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the HalaPro Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the HalaPro Platform; or (vi) attempt to gain unauthorized access to or impair any aspect of the HalaPro Platform or its related systems or networks.
The HalaPro Platform and all rights therein are and shall remain HalaPro’s property or the property of HalaPro’s licensors. Neither this Agreement nor your use of the HalaPro Platform convey or grant to you any rights: (i) in or related to the HalaPro Platform except for the limited license granted above; or (ii) to use or reference in any manner HalaPro’s company names, logos, product and service names, trademarks or services marks or those of HalaPro’s licensors.
3. Your Use of the HalaPro Platform
a) User Accounts
b) Network Access and Devices
You will ensure that any device provided by HalaPro or its Affiliates and any software incorporated in and/or accessed through the device (“Equipment”) is used in accordance with the instructions provided from time to time, safely and with care. You will pay to HalaPro any rental or recovery charges in respect of Equipment as notified to you by HalaPro in writing. You will not misuse the Equipment (including the data and information related thereto or contained therein) and shall not allow any third party (including any competitor of HalaPro) to operate or examine the Equipment (including the data and information related thereto or contained therein) without HalaPro’s or the relevant Affiliate’s prior written consent.
You will not cause any damage to any Equipment and you will pay to HalaPro any telecoms charges arising in connection with unauthorized use or damage by you of the Equipment.
Your Relationship with HalaPro and HalaPro Customers
a. Performance Reviews
HalaPro reserves the right to review your performance from time to time while you are providing Training Services, and in some cases, such a review may be carried out anonymously by HalaPro personnel or by an independent third party contracted by HalaPro. You understand and agree that we may collect personal information about you, including but not limited to images and videos, during such a review. As a result of any such review, we may restrict your access and use of the HalaPro Platform and/or terminate this Agreement with you.
b. Promotional Activities
While providing Training Service for HalaPro, you will not promote or advertise companies or services which compete with HalaPro. Your failure to comply with the terms of this section may result in your inability to access and use the HalaPro Platform or HalaPro’s termination of this Agreement with you.
c. Applicable Law and Authorizations
You represent, warrant and undertake that: (i) your use of the HalaPro Platform will be in compliance with all Applicable Laws (ii) you hold and will maintain all required permits (including residence permits), and any other governmental authorizations necessary for conducting, carrying out and continuing to use the HalaPro Platform and providing Training Services, including any expressly required commercial licenses, if any, required by applicable law
d. Customer Care
You will transport Users safely to their required destination without accident, collision, harassment or injury caused by you or any third party.
You will not attempt to defraud HalaPro, its Affiliates or Users. If we suspect that you have engaged in fraudulent activity, we may suspend payment of applicable Fees or other payments to you while we conduct an independent investigation into the suspected behaviour. We reserve the right to take any appropriate measures including but not limited to terminating this Agreement with you, notifying the relevant authorities and / or filing criminal charges against you.
You understand and agree that HalaPro may interview and provide training to you from time to time. Any such training which HalaPro provides will be without prejudice to your obligations under this Agreement and HalaPro will have no responsibility or liability for your acts, performance or behaviour.
4. Payments, Pricing and Charges
Fees charged to Users by you (excluding the Usage Fee (as defined below)) will be agreed from time to time with HalaPro. In the event that a User pays for a Trip with a credit card payment, HalaPro will collect the fee on your behalf as a payment agent and ensure the same is delivered to you.
In the event that a User pays for a session with a cash payment, it is your responsibility to collect the Usage Fee on behalf of HalaPro and ensure the same is delivered to HalaPro once the cash payments reach an amount determined by HalaPro and notified to you from time to time by a HalaPro representative. All such Usage Fees are due and payable by you to HalaPro within 15 calendar days of receipt (the “Payment Period”).
In the event that you do not deliver any Usage Fee amount to HalaPro within the Payment Period, HalaPro and/or its relevant Affiliate reserves the right to offset any undelivered Usage Fees against credit card payments and, to the extent permitted by law, to engage a local collection agency in order to manage the collection of overdue Usage Fee amounts and any appropriate injunctive claims or actions necessary in relation to collecting such Usage Fee amounts.
With respect to any credit card payment or cash payment made by a User, you authorize HalaPro to provide a receipt to such User for and on your behalf in order to affect the relevant transaction and you and HalaPro have the right of set-off with respect to the foregoing.
You will be responsible for any taxes or charges payable with respect to the fees charged by you to a User relating to the provided session.
Pricing for sessions is determined at your discretion on rate per hour basis determined by you, depending on the jurisdiction in which you are providing Training Services . HalaPro reserves the right to amend any applicable pricing terms from time to time without providing notice to you.
c. HalaPro Standards
You are required to meet certain HalaPro standards, including but not limited to wearing the appropriate outfit, providing excellent customer care and carrying out Tutoring and Training Services. You are responsible for expenses and charges associated with failing to meet any HalaPro Standard and as a result HalaPro will deduct an amount for violation of a HalaPro Standard from any Fees payable to you. HalaPro reserves the right to update HalaPro Standards from time to time without written notice.
5. Disclaimers, Limitation of Liability and Indemnity
THE HALAPRO PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” HALAPRO AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, HALAPRO AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE HALAPRO PLATFORM OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE HALAPRO PLATFORM, OR THAT THE HALAPRO PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER HALAPRO NOR ITS AFFILIATES GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF USERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE HALAPRO PLATFORM, AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
b) Limitation of Liability
NEITHER HALAPRO NOR ITS AFFILIATES NOR PARTNERS SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE HALAPRO PLATFORM, EVEN IF HALAPRO OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER HALAPRO NOR ITS AFFILIATES NOR PARTNERS SHALL BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE HALAPRO PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE HALAPRO PLATFORM; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY USER, EVEN IF HALAPRO AND ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER HALAPRO NOR ITS AFFILIATES NOR PARTNERS SHALL BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND HALAPRO’S REASONABLE CONTROL. IN NO EVENT SHALL HALAPRO’S, ITS AFFILIATES’ OR PARTNERS’ TOTAL LIABILITY TO YOU IN CONNECTION WITH THE TRAINING SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE THOUSAND UNITED STATES DOLLARS.
YOU AGREE THAT EACH OF HALAPRO, ITS AFFILIATES AND ITS PARTNERS HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRAINING SERVICES PROVIDED BY YOU TO USERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
You agree to indemnify and hold HalaPro and its Affiliates, officers, directors, employees, agents and partners harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the HalaPro Platform or services or goods provided through your use of the HalaPro Platform; (ii) your provision of Training Services; (iii) your breach or violation of any of this Agreement; or (iv) your violation of the rights of any third party, including Users.
6. Dispute Resolution
You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the HalaPro Platform (collectively, "Disputes") will be settled by binding arbitration between you and any relevant HalaPro Affiliate in your jurisdiction, or between you and HalaPro LLC if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right to equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and HalaPro are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and HalaPro (or a relevant Affiliate) otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement. This “Dispute Resolution” section applies to all Disputes (as defined below) between you and HalaPro and/or any of its Affiliates.
b) Arbitration Process and Rules
Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the HalaPro Platform, your provision of Training Services or this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules' Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
7. Other Provisions
a) Choice of Law
This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to such jurisdiction.
You agree to treat all information concerning HalaPro and its Affiliates and all information concerning Users which has been provided to you as Confidential Information and you will not, except as provided in this Agreement, disclose, use or permit the disclosure or use of such information to any third party.
HalaPro may give notice by means of a general notice on the HalaPro Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to HalaPro or its Affiliates by written communication to HalaPro's general email address at info@HalaPro.com
You may not assign or transfer this Agreement in whole or in part without HalaPro’s prior written approval. You give your approval to HalaPro for it to assign or transfer this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of HalaPro’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, HalaPro, its Affiliates or any User as a result of the contract between you and HalaPro or use of the HalaPro Platform.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.”