Terms of Service ChineseClass123.com

This agreement ("Agreement") is between Seawolf Technologies (SWT), which operates ChineseClass123, and an end user ("you," or "Customer") of ChineseClass123's language programs. This agreement governs all language programs provided by ChineseClass123. ANY CONFLICTING OR ADDITIONAL TERMS AND CONDITIONS ON ANY DOCUMENT RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT ARE HEREBY REPLACED BY THIS AGREEMENT. By activating the language program, you acknowledge that you have read, understood and agree to and accept the terms of service set forth in this agreement and that you are of legal age to enter into this agreement.
The pricing for the language programs, which may be found at www.ChineseClass123.com, are effective as of October 1, 2008 and are subject to change. To check the most current rates and charges, the most current version of the Agreement, or if you have questions about your services, please visit our website.

1. Term.
Language program offered is based on the package selected by Customer. Program begins on the date Customer activates language program and continues for the duration specified in the package selected by the Customer.

2. Satisfaction Guarantee
ChineseClass123 offers the Customer one month satisfaction guarantee. If the customer is unhappy with ChineseClass123 for any reason, they may cancel their language program within one month of activating the language program. ChineseClass123 can be reached in New York at (516) 393 – 2150, or in China at +86-10-82253143 / 3147 / 3150.

3. Charges, Billing and Payment Credit Card Payment.
ChineseClass123 accepts payments by credit card. Customer must provide ChineseClass123 a valid credit card number from an accepted issuer (see ChineseClass123's website for accepted issuers). Your initial use of the language program authorizes ChineseClass123 to charge the credit card number ("Credit Card") for all charges arising from Customer's use of the language program. The Customer shall notify ChineseClass123 of any change to the Credit Card information including, without limitation, changes in account number, expiration date and billing address.

Billing Disputes.
The Customer must dispute any charges for the language program within thirty (30) days of activation date. The Customer understands and agrees that their failure to dispute any charges with the thirty (30) day time period constitutes a waiver of all claims to any dispute.

Taxes.
Prices, rates and fees for the language program do not include sales, use, excise, local, federal or state, value added, customs duties, public utility or other similar taxes. No taxes shall be included in any refund to Customer under the Agreement.

Promotions.
ChineseClass123 may, in its sole discretion, from time to time offer promotions or discounts. The Customer must enter any promotion or discount codes upon initial purchase of the language program to receive the promotion or discount.

4. Changes to the Agreement, Services or Plan
ChineseClass123 reserves the right to change the Agreement, Services or Plan at any time ("Change"). Changes will be posted on ChineseClass123's website thirty days before the effective date of the Change. Notice is deemed received by Customer and Changes will be binding to the Customer on the date such Change(s) is posted on the website. The Customer is deemed to have accepted the Change(s) unless the Customer terminates the Service prior to the effective date of the Change or uses the Service after the effective date of the Change. If Customer elects to terminate the Services, the Customer will be liable for all amounts due and a Disconnection Fee, if applicable. The Customer may, at any time, request a change of Plan subject to charges associated with such change of Plan. ChineseClass123 may reduce its prices for Services or Plans without prior notice to Customer.

5. Technical Support
Technical support for the language program will be provided by ChineseClass123 during normal business hours as described on the website, www.chineseclass123.com

6. Limitation of Liability, Warranty and Indemnification
THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT ChineseClass123, ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, PARTNERS, AGENTS, NETWORK SERVICE PROVIDERS, OR EMPLOYEES SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR CONTENT, OR IN CONNECTIONS WITH CUSTOMER'S USE OF THE SERVICES UNDER THIS AGREEMENT. ChineseClass123 MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OR IMPLIED WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICLUAR PURPOSE OR USE. ChineseClass123 HAS NOT AUTHORIZED ANY PERSON OR ENTITY TO MAKE WARRANTIES ON ITS BEHALF AND CUSTOMER MAY NOT RELY ON ANY STATEMENT AS A WARRANTY BY ChineseClass123.

Liability.
The customer understands that ChineseClass123 will not be liable for any failure of performance due to any causes beyond its control or for any internet interruption, power outage, and Equipment failure, delay in activation or commencement of the language program. ChineseClass123 will not be liable for any act or omission by any other person or entity furnishing services or products related to the Services or Equipment or for damages associated with Service or Equipment that ChineseClass123 does not provide.

Indemnification.
Customer hereby agrees to indemnify and hold harmless ChineseClass123 and its officers, directors, shareholders and affiliates from and against any and all claims, damages and/or liability arising out of the language program or Equipment, including, without limitation, claims for libel, slander, invasion of privacy or infringement of copyright arising out of material, data or information transmitted via the language program and claims arising out of any intentional act or omission by Customer or others authorized by Customer to use the language program.

7. Governing Law and Dispute Resolution
Governing Law. This Agreement shall be governed by in accordance with the laws of the State of New York, USA, excluding its conflicts-of-law rules. The Customer hereby consents to exclusive personal and subject matter jurisdiction of the courts of the State of New York.

Mandatory and Binding Arbitration.
All claims or disputes between Customer and ChineseClass123 arising in any way whatsoever out of the language program shall be resolved by binding and final arbitration by a single arbitrator. The American Arbitration Association shall administer the arbitration under the Commercial Arbitration Rules. The arbitration shall be conducted in New York, New York in the English language. No arbitrator may award relief outside the limits set herein. Customer agrees that all claims shall be in Customer's individual capacity and that Customer will not commence or join any class or consolidate Customer's claim with the claims of any person or persons. Customer hereby waives any right to a jury trial.

8. Copyrights
All software utilized or provided by ChineseClass123 in connection with the language program shall be and at all times remain sole property of ChineseClass123 and are protected by copyright laws and international treaties.

9. Force Majeure
ChineseClass123 shall not be liable for any delay in performance caused by acts of God, natural disasters, accidents, strikes, riots, war, government actions, equipment or power failures or any other cause beyond its control.

10. Assignment
The Customer may not assign or transfer this Agreement or its obligations hereunder in whole or in part. ChineseClass123 may assign this Agreement at in time and in its sole discretion.

11. Entire Agreement
This Agreement constitutes the entire understanding and agreement between ChineseClass123 and the Customer and supersedes all prior written or oral agreements related in any way to the subject matter hereof.

Updated: October, 2008