Updated June, 2024

PLEASE, READ OUR TERMS OF SERVICE CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS.

Welcome to Speakede, Nigeria’s tutorial in local languages website. Our platform is designed for flexible scheduling of private and group learning sessions. You can learn from Influencers, Celebrities, and Peers, and you have the freedom to choose from a wide range of languages. Whether you’re interested in Learning skills in indigenous languages or Learning languages, we’ve got you covered. Our platform operates on a pay-as-you-go model, making learning accessible and convenient.

SCOPE OF TERMS OF SERVICE

Our Terms of Service (Our Terms) are applicable to you, the user of this Website (“You”“Your”/“User”) and the Operators of this application (“We”/“Us”/“Our”/“Speakede”). This term of service govern your access to and use of Our Sites, Applications and any other Websites/Applications that link or reference Speakede (Collectively referred to as “Our Platform”).

Our terms contain important information about your legal rights, remedies and obligations. By accessing or using the Our Platform, you are agreeing to Our Terms and concluding a legally binding contract with us, whether or not you become a registered user of the Our Platform. Certain areas of Our Platform may have different terms and conditions, standards, guidelines, or policies, or may require you to agree with and accept additional terms and conditions. If there is a conflict between Our Terms and the terms and conditions posted for a specific area of Our Platform, the terms and conditions specific to that area shall take precedence with respect to your use of, or access to that area of Our Platform.

You may be referred to specifically in your applicable role as a Company or an Authorised User (each as defined below). Where you are entering into Our Terms on behalf of a company or other legal entity (such company or legal entity, the “Company”), Our Terms shall be a binding agreement between us and the Company that you represent, and you represent that you have the authority to bind such Company, its users and affiliates to Our Terms. In that case, the terms “you” or “your” shall also refer to such an entity, its users, and its affiliates, as applicable. Where you do not have such authority, or where you do not agree with Our Terms, you may not use Our Platform. Where you are entering into Our Terms as an individual and not on behalf of a company or other legal entity, Our Terms shall be a binding agreement between us on the one hand and you, personally on the other hand. You acknowledge that Our Terms are a contract between you and us, even though it is electronic and is not physically signed, and it governs your use of the Service.

You represent that you have read and understood our privacy policy (“Privacy Policy”). Note that we may disclose information about you to third parties in good faith where we believe that such disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply Our Terms or any of Our Policies (as defined below); (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding or other legal process served on us; or (iv) protect our rights, reputation, and property or that of our users, affiliates or the public. Our (a) tutor policy (the “Tutor Policy”); (b) refund and return policy (the “Refund Policy”) (c) payment policy (the “Payment Policy”), and (d) copyright policy (the “Copyright Policy”, together with Privacy Policy, Refund Policy, Tutor Policy, Payment Policy and Copyright Policy, the “Our Polices”), to the extent applicable to your use of the Our Platform are incorporated by reference into Our Terms.

Do not access or use Our Platform where you are unwilling or unable to be bound by Our Terms.

DEFINITIONS

“Applications” mean the applications for mobile, tablet, and other smart devices and application program interfaces provided by Speakede, including but not limited to the mobile applications entitled as “Speakede”.

“Speakede”, “we”, “us”, or “our” means (i) Speakede Technology Ltd., with respect to Members that access and use of the Speakede Service.

“Speakede Content” means any content that Speakede creates and makes available in connection with the Speakede Platform, including proprietary Speakede content and any content licensed or authorised for use by or through Speakede from a third party, but excluding Member Content.

“Speakede Platform” means the Application(s) of “Speakede”, the Site “www.Speakede.com” and any website operated by Speakede Inc.

“Member Content” means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.

“Sites” mean Speakede’s websites, including but not limited to www.Speakede.com

“Learner” means a Member that purchases Tutor Services.

“Tutor” means a Member that offers and delivers Tutor Services.

“Tutor Services” mean all services delivered by Tutors as described in the Tutor Policy, including but not limited to paid lessons, packages and other services rendered in exchange for  funds.

DISCLAIMER

Our Platform is an online venue for language learning where registered users (“Members”) may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that we are not a party to any agreements entered into between Learners and Tutors or between Members, nor are we a language services broker or agent. We have no control over the conduct of Learners, Tutors, Members or other users of the Our Platform or over any services provided by Tutors or other Members on Our Platform. We disclaim all liability in this regard to the maximum extent permitted by law.

Where you choose to teach on Our Platform, you understand and agree that your relationship with us is limited to being a Member and an independent, third-party contractor, and not our employee, agent, joint venturer or partner for any reason, and you act exclusively on your own behalf and for your own benefit, and not on Our behalf or for Our benefit. We do not control, and have no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on Our behalf or Our benefit, including by using any of Our intellectual property in an unauthorised or inappropriate manner.

MODIFICATION

We reserve the right, at Our sole discretion, to modify Our Platform and to modify Our Terms, at any time and without prior notice. Where we modify Our Terms, we may either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification. We will also update the “Updated” date at the top of Our Terms. By continuing to access or use Our Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. Where the modified Terms are not acceptable to you, your only recourse is to cease using Our Platform.

ELIGIBILITY

Our Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable laws.

WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH TUTOR ON THE SPEAKEDE PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF TEACHERS AND THE ACCURACY OF THE INFORMATION TEACHERS PROVIDE VIA OUR PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DO NOT KNOW. NEITHER SPEAKEDE NOR ITS AFFILIATES OR LICENSORS SHALL BE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE SPEAKEDE PLATFORM. SPEAKEDE AND ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SPEAKEDE PLATFORM.

DESCRIPTION OF SERVICE

Speakede Services:

Our services include:

1. Connection Services: We provide Members with access to and use of Our Platform, which is an online venue where (a) Members can upload, submit, store, send and receive content related to language learning; (b) Members can conduct searches, connect with, choose, and engage each other for the purposes of learning and instant practice; (c) Learners can conduct searches, connect with, choose, and engage Tutors directly for instruction and Tutor Services; (d) Tutors can advertise their capabilities, respond to inquiries, connect with and engage Learners to provide them with their Tutor Services (collectively, “Connection Services”). For the avoidance of doubt, in providing the Connection Services, We only provide the Platform for Members, including Learners and Tutors, to find and contract with each other, We do not take part in direct interactions between Members.

1. Payment Services:

For Learners and Tutors, We also provide certain payment processing services, credit purchase and payment tools, dispute resolution procedures and assistance, and other services in accordance with Speakede’s Payment Policy (collectively, “Payment Services”). Our Payment Services do not include Connection Services.

1. Business Services:

Where a Member is a Company, such Member may authorise additional individuals and/or their employees (the “Employees”) to use Our Platform, including but not limited to the Connection Services and Payment Services. The Company may (i) track Employees’ completed lessons, (ii) add or remove any Employees from access to or the use of Our Platform, (iii) control, refill or shift their wallet balances within such Company’s Account (as defined below). The Company may also review the Employees’ language learning performance report through its Speakede Account. For the avoidance of doubt, an Employee shall be considered as a “Learner”.

Tutor Services: Tutors may provide certain Tutor Services through Our Platform. Where you are accepted to be a Tutor, you agree to Our Tutor Policy. All Members hereby acknowledge that the Tutor Services are solely provided by Tutors and are not provided by Us. Our responsibility with respect to Tutor Services is limited to facilitating the availability of Our Platform.

Speakede Account

Speakede Account Registration

In order to use many of the features that are offered through Our Platform, you must create a Speakede account (“Account”) and become a Member.

Your Account is for personal, non-commercial use only, provided that, where you are creating an Account on behalf of a Company, you may authorise its Employees to use Our Platform. To create an Account, you must be eligible to use Our Platform for which you are registering, be a resident of a country where use of Our Platform is permitted, have a valid email address, have a valid mobile phone number (if applicable) and provide truthful and accurate information. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple Accounts. You may choose to show a pseudonym to other Members, but please, remember that others may still be able to identify you if, for example, you include identifying information during your use of Our Platform, use the same Account information on other sites or allow other sites to share information about you with us. Please read our Privacy Policy for more information.

You may not have more than one (1) active Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate your Account and your access to Our Platform where you create more than one (1) Account, or where any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of Our Terms.

In addition, to create an Account, We may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. We may refuse to grant you a username in Our sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by Us in Our sole discretion. Your selection and use of a specific username do not convey any ownership or rights in that username and We reserve the right to revoke and/or reassign that username in Our sole discretion. You understand and agree that We reserve the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in Our sole discretion.

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR ACCOUNT, INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF OUR PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORISED BY YOU. YOUR ACCOUNT MAY BE SUSPENDED OR TERMINATED WHERE SOMEONE ELSE USES YOUR ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES OUR TERMS.

You agree to notify Us immediately through Our Support Team of any unauthorised use of your Account. We reserve the right to close your Account at any time if you violate Our Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.

Third-Party Account

You can also register to become a Member by logging into your account with certain third-party social networking sites (“SNS”) including, but not limited to, Facebook, Twitter and Google (each such account is a “Third-Party Account”), through our Sites or Applications. Unless you add your email address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or Our access to such Third-Party Account is terminated by you or the third-party service provider, then you are no longer be able to log into any of Our Platforms through such Third-Party Account.

• Link your Speakede Account with Third-Party Account

As part of the functionality of Our Platform, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Us through Our Platform; or (ii) allowing Us to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Us and/or grant Us access to your Third-Party Account (including, but not limited to, any use by Us for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Us to pay any fees or making Us subject to any usage limitations imposed by such third-party service providers. By granting Us access to any Third-Party Accounts, you understand that We will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through Our Platform via your Account and Speakede Account profile page. Unless otherwise specified in Our Terms, all SNS Contents, if any, will be considered to be Member Content for all purposes of Our Terms.

If you choose to link Third-Party Accounts with your Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-Party Accounts might be available on and through Our Platform via your Account and Speakede Account profile page. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Sites or Applications.

• DISCLAIMER OF WARRANTIES AND LIABILITY:

We work hard to make sure Speakede education sites are interesting and enjoyable place, but we cannot guarantee that our members will always find everything  to their liking. Please read this Disclaimer carefully before using Our site.

YOU AGREE THAT YOUR USE OF SPEAKEDE IS AT YOUR SOLE RISK. BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH OUR SITE, AND THE INHERENT HAZARDS AND UNCERTAINITIES OF ELECTRONIC DISTRIBUTION. THERE MAY BE DELAYS,OMISSIONS , INACCURACIES ,OR OTHER PROBLEMS WITH SUCH INFORMATION. IF YOU RELY ON ANY SPEAKEDE LANGUAGE SITE OR ANY MATERIAL AVAILABLE THROUGH OUR SITE, YOU DO SO AT YOUR OWN RISK.YOU UNDERSTAND THAT YOU ARE SOLELEY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL AND/ OR DATA DOWLOADED FROM OR OTHERWISE PROVIDED THROUGH SPEAKEDE SITE.

SPEAKEDE SITE IS PROVIDED TO YOU AS IS, WITH ALL FAULTS AND AS AVAILABLE. THE SPEAKEDE SITE AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS , CURRENTNESS, NON-INFRINGEMENT, MECHANTIBILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE SPEAKEDE SITES, NOR DO THEY GUARANTEE THAT THE SITE WILL BE ERROR-FREE, UNINTERRUPTED OR CONTINUOUSLY AVAILABLE , OR THAT SPEAKEDE SITE WILL BE FREE FORM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT FOR ANY LEGAL RESPONSIBILITY THAT WE CANNOT EXCLUDE BY LAW, OR ARISING UNDER APPLICABLE LAWS RELATING TO THE PROTECTION OF YOUR PERSONAL INFORMATION, UNDER NO CIRCUMSTANCES WILL THE SPEAKEDE OR ITS AFFILIATES, AGENTS OR LICENSES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF USE OF THE SPEAKEDE SITE, INCLUDING WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL SPECIAL INCIDENTAL , INDIRECT OR SIMILAR DAMAGES, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILTY OF SPEAKEDE AND ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO SPEAKEDE WILL NOT EXCEED THE AMOUNT, IF ANY, YOU PAID TO SPEAKEDE.

 MEMBER CONTENT:

Member content  is available to you only, kept with limited visibility and only used by Speakede for the purposes of providing the services and Resources. We will keep all data which you submit to these services, including any member Content secure and only process your data for the purposes of providing  Speakede services to you.

Your hereby grant Speakede , a worldwide, non- exclusive , limited term license to access, use , process and display Member content as reasonably necessary : (a) to provide, maintain update and develop the services, including development of new functionality and services connected to the services ; (b) to prevent or address service , security, support or technical;  (c) as required by law and (d) as expressly permitted by you.

Speakede will delete all member content from your account upon termination of the Agreement except for any Public User content f licensed to Speakede, as explained herein or in accordance with our privacy policy..

Your responsibility for Member Content:

You promise that with respect to any member content you post on Speakede, (1) you have all rights necessary to upload such member content to the speakede service and to grant the above license to Speakede ; and (2) such member content , or its use by Speakede does not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others.

You are solely responsible for all Member content that you publish on Speakede. We do not endorse the correctness of the Member content or any opinion contained in any member content.

Montoring of Member Content

Unless agreed differently in a separate agreement with us, Speakede may review, monitor, edit, or remove member Content in our sole discretion, but is under no obligation to do so. In all cases, Speakede reserves the right to remove or disable access to any member Content that breaches the Agreement, including breach of our other terms.

LIMITATIONS:

You agree to use the Speakede services only for the purposes intended as permitted by the Terms of this Agreement  and other policies,  When using the Speakede, you agree and understand that:

1. In order to access our services and Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the services and resources . you agree that any information you provide will be accurate, correct and up to date.
2. You are responsible for maintaining the confidentiality of any login information associated with any information associated with any account you use to access our services.
3. Accessing (or attempting to access any of our services and Resources by any means other than through the means we provide , is strictly prohibited .  You specifically agree not to access (or attempt to access) any of our services and Resources through any automated unethical or unconventional means.
4.  Engaging in any activity that disrupts or interferes with our services and Resources , including the services and /or networks to which our services and resources are located or connected is strictly prohibited.
5. Attempting to copy, duplicate reproduce, sell, trade, or resell our resources is strictly prohibited.
6. You are not allowed to post content or use our services and resources in a way which includes or involves commercial or sales activities , such as advertising, promotions, contests, sweepstakes, unless this is expressly permitted under any agreement with Speakede.
7. You are not allowed to post content or use our services in a way that links to references, or otherwise promotes commercial products or services.
8. You are not allowed to engage post any content or register and/or use a user name which includes material that is illegal, threatening defamatory, abusive harassing degrading, intimidating, fraudulent, deceptive, invasive, racist or contains any type of suggestive, inappropriate or explicit language which;
   1. Infringes on any trademark , patent, trade secret, copyright, or other proprietary right of any party; or
   1. Contains any type of unathorised or unsolicited advertising; or
   1. Impersonates any person or entity, including any speakede employees or representatives.
9. DISPUTE RESOLUTION:

A Party must not commence court proceedings relating to any dispute arising form , or in dispute arising from, or in connection with, this Agreement (Dispute) without first complying with this clause unless: (a)That party is seeking urgent interlocutory relief; (b)That dispute relates to compliance with this clause.

Arbitration:

In the event of  a dispute, the party claiming there is a dispute must give written notice to the other party or parties to the dispute setting out the details of the Dispute  and proposing a resolution(Dispute Notice). where negotiation fails, all disputes, controversies or claims arising out of or relating to this Agreement including any question regarding its validity, existence or termination shall be referred to arbitration under the Arbitration and Conciliation Act, 2023. There shall be one arbitrator with one Party proposing the appointment of an arbitrator with the other Party’s consent. In case if the other Party does not consent for the appointment of arbitrator then both Parties shall appoint one arbitrator each and the two appointed arbitrators shall appoint a third arbitrator. The seat of arbitration shall be in Lagos. The language of arbitration is English. The decision or award so given is binding on the Parties.

Notwithstanding the existence of a dispute, the parties must continue to perform their obligations under this Agreement.

1. General Provisions:

The failure of Speakede to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Speakede. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

1. No joint venture, partnership, employment, or agency relationship exists between you and Speakede as a result of this Agreement or your use of the Speakede Platform.
   1. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
   1. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
   1. Speakede’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
   1. Entire Agreement: Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Speakede and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Speakede and you in relation to the access to and use of the Speakede Platform.
   1. Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Speakede’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Speakede may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
   1. Notices: Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Speakede (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
   1. Controlling Law and Jurisdiction:These Terms and your use of the Services will be interpreted in accordance with the laws of the State of Federal Republic of Nigeria. You and we agree to submit to the personal jurisdiction of a competent  court of jurisdiction located in Lagos, Nigeria for any actions for which the parties retain the right to seek injunctive or other 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, as set forth in the Dispute Resolution provision.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Site, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Speakede and you hereby irrevocably assign to Speakede and agree to irrevocably assign to Speakede all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.