LINGO4ALL – INDEPENDENT INSTRUCTOR TERMS & AGREEMENT

Agreement Terms

1. Parties

1.1 Company: Lingo4all Language Company, located at 511 W 25th Street, 8th Floor, New York, NY 10001, USA, email agreement@lingo4all.com (the “Company”, “Lingo4all”, “We”, or “Us”).

1.2 Instructor: The individual who provides teaching services through the Lingo4all platform, whose personal, professional, and payment information is stored in Lingo4all systems (the “Instructor”, “Service Provider”, or “You”).

2. Purpose and Scope

This Agreement governs the terms and conditions under which the Instructor provides online language teaching services through the Lingo4all platform. This document serves as the official reference version of the Independent Instructor Terms & Agreement.

3. Independent Contractor Relationship

The Instructor acknowledges and agrees that:

• This Agreement establishes a strict independent contractor relationship.
• No employment, partnership, joint venture, agency, fiduciary, or exclusivity relationship is created.
• The Instructor is not entitled to employee benefits, minimum hours, insurance, severance, or labor protections.
• The Instructor has autonomy over how services are performed, subject to platform rules and policies.
• The Instructor bears full responsibility for legal, tax, professional, and regulatory obligations.

4. Term and Duration

This Agreement becomes effective upon electronic acceptance within the Lingo4all platform. The initial term is two (2) years, with automatic renewals unless terminated by either party with at least thirty (30) days’ prior written notice.

5. Instructor Obligations

The Instructor agrees to:

1. Provide teaching services exclusively through the Lingo4all platform.
2. Maintain professional conduct, punctuality, and instructional quality.
3. Ensure an appropriate teaching environment, including lighting, sound, background, and stable internet connection.
4. Record and store 100% of all classes on the platform.
5. Be online and prepared at least five (5) minutes before each scheduled class.
6. Use professional and non-distracting attire.
7. Respect students’ cultural, moral, and religious values and remain neutral on political or sensitive topics.
8. Refrain from any direct or indirect contact with students outside the platform, including social media, messaging apps, or personal email.
9. Immediately report any incident, harassment, abuse, or misconduct to report@lingo4all.com.
10. Maintain a valid, verified, and compliant account with the designated payment system for payment purposes.
11. Comply with all platform policies, guidelines, and updates published by Lingo4all.
12. Google Meet Requirement: Classes conducted through the Lingo4all platform are delivered using Google Meet. Accordingly, the Instructor must have an active Google Account and ensure that the email address used to register on Lingo4all is associated with a Google Account in order to access and deliver classes via Google Meet.

6. Compensation and Payments

• Compensation is set at USD $5.00 per approved class (50 minutes). This amount represents the initial compensation rate and may be reviewed and increased at Lingo4all’s discretion, based on objective performance criteria, including punctuality, attendance, student evaluations, platform engagement, and overall quality metrics, without affecting the remaining payment terms of this Agreement.
• Only classes that are fully recorded, properly logged, and approved by Lingo4all are eligible for payment.
• Payments are processed monthly, no later than the 10th day of the following month.
• Invoices must be submitted in the format defined by Lingo4all, via the platform or to invoice@lingo4all.com.
• Lingo4all is not responsible for delays, restrictions, reversals, or limitations imposed by payment processors or financial institutions.

7. Platform Rights and Limitations

Lingo4all reserves the right to:

• Review, approve, reject, or audit classes.
• Modify platform features, operational procedures, internal rules, and policies.
• Suspend or terminate Instructor access in cases of breach, misconduct, security risk, student safety concerns, reputational harm, or legal exposure.

Lingo4all will make reasonable efforts to provide the technical infrastructure necessary for service delivery; however, uninterrupted availability is not guaranteed.

8. Taxes and Legal Compliance

The Instructor is solely responsible for:

• All taxes, fees, social contributions, and declarations.
• Compliance with applicable laws and regulations in their country of residence or service provision.

Lingo4all assumes no responsibility for the Instructor’s tax, labor, immigration, licensing, or regulatory obligations.

9. Confidentiality and Non-Circumvention

The Instructor agrees to maintain strict confidentiality regarding all non-public information related to students, platform operations, business processes, pricing, technology, and materials.

The Instructor is strictly prohibited from soliciting students, offering competing services to Lingo4all students, or bypassing the Lingo4all platform for personal gain (including directing students to private lessons, alternative payment methods, or off-platform communication).

10. Suspension and Termination

Either party may terminate this Agreement with thirty (30) days’ written notice. Lingo4all may suspend or terminate access immediately in cases of material breach, student safety concerns, legal risk, reputational harm, or violation of confidentiality or non-circumvention obligations.

11. Breach and Remedies

Violations of this Agreement may result in suspension, termination, withholding of unpaid amounts, financial penalties proportional to damages caused, and legal action where applicable. Breach of non-contact and non-circumvention obligations constitutes a material breach.

12. Use of Name, Image and Content

The Instructor authorizes Lingo4all to use the Instructor’s name, profile image, and public profile information for platform operation, marketing, and promotional purposes. Where permitted by law, the Instructor also authorizes the use of non-sensitive excerpts of recorded classes for quality review, training, or promotional purposes, provided student privacy is respected.

13. Data Protection and Privacy

Personal data is processed in accordance with applicable international data protection laws, including:

• GDPR (European Union)
• CCPA / CPRA (California, USA)

Data is used exclusively for operational, contractual, legal, security, fraud prevention, and platform integrity purposes.

14. Limitation of Liability and Indemnification

To the maximum extent permitted by law:

• Lingo4all shall not be liable for indirect, incidental, consequential, special, or punitive damages.
• Total liability shall not exceed the total amount paid to the Instructor in the three (3) months preceding the event giving rise to the claim.
• The Instructor agrees to indemnify, defend, and hold harmless Lingo4all from claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from the Instructor’s conduct, breach, negligence, or non-compliance with applicable laws.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of New York, United States, excluding conflict of law principles. Disputes shall first be resolved amicably. If unresolved, disputes shall be submitted to international arbitration under rules deemed appropriate for cross-border service agreements.

16. Final Provisions

This document represents the official reference version of the Independent Instructor Terms & Agreement. Electronic acceptance, version tracking, and evidence of consent are managed within the Lingo4all application environment.

Reference contact: agreement@lingo4all.com