Last updated: July 12, 2023
Prior version: here
This User Agreement (the "Agreement") governs your access to and use of the Cambly websites and mobile applications (the "Platform"), including www.cambly.com and its associated mobile applications (the "Cambly Site"), and www.cambly.com/kids and its associated mobile applications (the "Cambly Kids Site"). The Platform is made available by Cambly Inc. ("Cambly," "we," "us," or "our"), subject to the terms and conditions contained in this Agreement, to language learners ("Students") and native-quality speakers ("Tutors") who offer tutoring services through the Platform ("Tutoring Services"). The terms "User", "you", and "your" refer to anyone accessing or using the Platform, including Students, their parents or legal guardians if Students are under the age of eighteen (18), and Tutors.
If you created an account on the Platform before the date above, this Agreement is effective thirty (30) days after the date above. For everyone else, this Agreement is effective as of the date above.
PLEASE NOTE: SECTION 19 BELOW REQUIRES WITH LIMITED EXCEPTION THAT (1) CLAIMS YOU BRING AGAINST CAMBLY BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, (2) YOU GIVE UP YOUR RIGHT TO SUE IN COURT AND HAVE YOUR CLAIMS HEARD BY A JURY, AND (3) YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.
BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING, AS APPLICABLE, THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.
You may use the Platform only if you can form a binding contract with Cambly, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.
Students must be at least 18 years old to use the Cambly Site. Students under the age of 18 may use the Cambly Kids Site, but only if their parent or legal guardian has provided Cambly verifiable consent and agreed to this Agreement. If you are a Student, you represent that your use of the Platform complies with these age restrictions.
If you are a Tutor or prospective Tutor, you represent that you are over the age of 18. Cambly may issue other tutor eligibility requirements from time to time, and the requirements may vary depending on the applicable Tutoring Service. Cambly reserves the right to assess and reassess your eligibility at any time at its sole discretion, and may request information from you at any time to make such determinations.
If Cambly has previously prohibited you from accessing or using the Platform, you are not permitted to access or use the Platform.
Access to and use of the Platform by Tutors is also governed by the Tutor Addendum, which is incorporated by reference into this Agreement.
Students and Tutors are subject to any additional guidelines, rules, or terms that are posted or otherwise made available to you in connection with the Platform, all of which are incorporated by reference into this Agreement.
Tutors acknowledge their role as a data controller to the extent they receive personal information in the course of providing Tutoring Services, and agree to comply with their obligations under applicable law as a data controller.
We may modify the Agreement from time to time, and will notify you of material changes in advance of the effective date of those changes by email, by posting a notice on the Platform, or by other means. Your access to or use of the Platform after the effective date of such changes constitutes your acceptance of those changes. Do not access or use the Platform if you do not accept the changes.
If you create an account on the Platform, you agree that the information you provide, at all times, will be true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify Cambly. You may be liable for the losses incurred by Cambly or others due to any unauthorized use of your account.
Except as provided herein, your account may only be used by you.
Subject to your compliance with the terms of this Agreement, Cambly grants you a limited, non-exclusive, non-assignable, non-sub-licensable, revocable, license to access and use the Platform as it is provided to you by Cambly solely for your personal use as an actual or prospective Student or Tutor in a manner that complies with the Platform’s intended use, the terms of this Agreement, and in compliance with all legal requirements. Cambly may revoke this license at any time, in its sole discretion. Upon such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Platform, as well as all copies of such materials, whether made in accordance with this Agreement or otherwise.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Platform or content available therein, except as expressly permitted in this Agreement. The Platform or content available therein are provided to you AS IS. If you download or print a copy of any content available on the Platform for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Cambly or its licensors, except for the licenses and rights expressly granted in this Agreement.
To the extent you need additional or different hardware or software to access and use all features of the Platform, you are solely responsible for acquiring and installing any such hardware and software and for determining compatibility with your system. You hereby assume all risk and liability associated with such hardware and software. You acknowledge that it is your responsibility to review and comply with all applicable license agreements and other terms and conditions relating to all software you use in connection with the Platform.
You may not, and may not assist, encourage, or enable others to:
Cambly may monitor, record, and retain the interactions between and among Students, Tutors, and automated chatbots on the Platform ("Sessions"), including any audio, video, or text. You hereby consent to: (i) the monitoring, recording, and retention of any Session you engage in, which may include your voice, image, and communications ("Recordings"); (ii) Cambly storing and making use of such Recordings for its own internal business purposes, including without limitation for purposes of Tutor evaluation, Tutor training, dispute resolution, and improving the Platform and services available through it; (iii) such Recordings being made available to the parties in a Recording (e.g., Students and Tutors) and their legal guardians (e.g., parents of a minor Student); (v) such Recordings being used or disclosed by Cambly to the extent required by law or legal process or to the extent Cambly deems necessary for purposes of enforcing or protecting its rights or the rights of a third party; and (vi) as you otherwise agree (including, for Tutors, as set forth in the Tutor Addendum).
You agree not to record, copy, redistribute, broadcast, publicly perform or publicly display any Session, except as allowed by this Agreement. To the extent Recordings are made available to you by Cambly, you agree to use them solely for your personal use and not for further distribution or publication.
We may allow you to submit, post, upload, publish, submit, transfer, link, display, or otherwise make available (hereinafter, "post") information, text, graphics, photograph, audio, video, postings, reviews, designs, inventions, or other materials on the Platform ("User Content") that may or may not be viewable by others.
You retain ownership of all intellectual property rights you have in the User Content you post on the Platform. By posting User Content on or through the Platform, you grant Cambly a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, and otherwise exploit such User Content in any format or medium now known or developed in the future for Cambly’s business purposes or as required by law or legal process. In the interest of clarity, the license granted to Cambly will survive termination of the Platform or your account. You represent, warrant and agree that you have the necessary rights to grant us the license described in this section for any User Content that you post. You agree that this license includes the right for other Users with permitted access to your User Content (e.g. Tutors or Students) to use your User Content in conjunction with participation in the Platform and as permitted through the functionality of the Platform.
You will be solely responsible for your own User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that Cambly does not control, and is not responsible for, User Content, and that by using the Platform, you may be exposed to User Content from other Users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. To report any inappropriate activity, please contact Cambly’s support team here. Please also note that User Content may contain typographical or other inadvertent errors or inaccuracies.
Cambly reserves the right in its sole discretion to remove or disable access to any User Content from the Platform, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or we consider to be objectionable for any reason. You agree that Cambly reserves the right to monitor User Content (but does not assume the obligation), and you understand it remains your sole responsibility to monitor your User Content and ensure that your User Content is accurate and consistent with your representations and warranties in this Agreement.
Cambly reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of Cambly, its Users and the public.
The videos, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Platform ("Cambly Materials") are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Cambly Materials are the property of Cambly or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Cambly or its affiliates and/or third-party licensors. Except as expressly authorized by Cambly, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Cambly Materials.
Any feedback, comments, questions, or suggestions (collectively, "Feedback") you may provide regarding the Platform is entirely voluntary and we will be free to use such Feedback without any obligation to you. By sending us Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Cambly and its users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback will survive any termination of your account or the Platform.
Cambly strives to promote a safe and inclusive learning environment, but has limited control over how Students and Tutors may interact with one another. You acknowledge that Cambly makes no representations or warranties about Students or Tutors, their use of the Platform, or their background, training, or behavior. Please contact Cambly’s support team here if you have concerns about any Tutor or Student.
Subscription Plans. Some Tutoring Services are available on a discounted, auto-renewing, subscription basis, which means that the Student is committing to a defined subscription period (e.g., 3 months, 12 months, etc), at a discounted monthly rate that will automatically renew at the end of each subscription period unless canceled before renewal (a "Subscription Plan"). Please see the section below about cancellations.
Recurring Payments. By signing up for a Subscription Plan, you agree to accept charges to your payment account(s) on a recurring and auto-renewing basis. You will be charged the first recurring payment on the date of the registration for the Subscription Plan, and will be charged on a recurring basis as long as your Subscription Plan is active (including through auto-renewals) and until it ends (for example, by cancellation or termination). Your account will include information on the payment date for your Subscription Plan. In some cases, your payment date may change, for example, to accommodate months with different numbers of days. If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the Platform until we receive payment.
Cancellations. If you cancel your Subscription Plan, it will end at the end of the current subscription period without renewing. If you would like your Subscription Plan to end before the end of your subscription period (an “early cancellation”), you will be required to pay the difference between our non-discounted monthly rate and our discounted monthly rate for each month in the subscription period before your cancellation is effective. Early cancellation requests are granted at Cambly’s sole discretion, and must be requested before the 15th of a month in order for the cancellation to be effective at the end of that month if granted.
Refunds. Subscription Plans and other services purchased in connection with the Platform are non-refundable and non-creditable. If you believe you have been mistakenly charged please contact Cambly’s support team here. Refund requests must be received within thirty (30) days of the erroneous charge.
Mobile Services. By using the Platform, you may incur charges with third parties like your wireless service provider for data usage. You acknowledge and agree that you are solely responsible for third party fees in connection with your use of the Platform.
Cambly may modify or discontinue the Platform and any of the media, products or services available through it at any time without notice. The media, products or services on the Platform may be out of date, and Cambly makes no commitment to update these materials on the Platform.
We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate, or cancel your account in whole or in part. If we exercise our discretion under this Agreement to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from Cambly support teams; and (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, or canceled, and why this action has been taken. You may cancel your use of the Platform and/or terminate your account at any time by contacting Cambly’s support team here. Please note that if your account is canceled, we do not have an obligation to delete or return to you any User Content you have posted to the Platform unless otherwise required under applicable law. If we terminate the account of a Tutor, the applicable Tutor will be entitled to payment for Tutoring Services performed prior to the effective date of termination, payable within sixty (60) days of termination. Such payment will constitute full settlement of any and all claims of Tutor of every description against Cambly.
It is Cambly’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Platform, please notify Cambly’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice, Cambly Inc.
440 N. Barranca Ave., #4343
Covina, CA 91723
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying Cambly and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Cambly’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Cambly has adopted a policy of, in appropriate circumstances and at Cambly’s sole discretion, terminating the account or access of users who are deemed to be infringers or repeat infringers.
THE PLATFORM AND ANY THIRD-PARTY, MEDIA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CAMBLY, AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
CAMBLY AND ITS SUPPLIERS, LICENSORS AND PARTNERS DO NOT WARRANT THAT THE THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CAMBLY AND ITS SUPPLIERS, LICENSORS AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT CAMBLY NOR ITS SUPPLIERS, LICENSORS OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, OR OTHERWISE OBTAIN MEDIA, MATERIAL, OR OTHER DATA THROUGH THE USE OF THE PLATFORM AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL OR DATA.
CERTAIN STATE LAWS OR COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL CAMBLY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OF OR THE INABILITY TO USE THE CAMBLY MATERIALS ON THE PLATFORM OR THE PLATFORM ITSELF, OR ANY OTHER INTERACTIONS WITH CAMBLY, EVEN IF CAMBLY OR A CAMBLY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CAMBLY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT WILL CAMBLY’S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU HAVE PAID TO CAMBLY (OR ARE PAYABLE TO YOU BY CAMBLY) HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM AND (B) FIFTY (50) U.S. DOLLARS.
THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN CAMBLY AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE PLATFORM OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE PLATFORM.
You agree to indemnify and hold Cambly, and its affiliated companies, and its suppliers, licensors and partners, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Platform, violation of the rights of any other person or entity, or any breach of this Agreement.
Tutor will further be solely liable for, and will indemnify, defend and hold harmless Cambly and its successors and assigns from and against any claim or liability of any kind (including penalties, fees or charges) resulting from Tutor’s failure to pay the taxes, penalties, and payments due under this Agreement, including the Tutor Addendum. Tutor will further indemnify, defend and hold harmless Cambly and its successors and assigns from and against any and all loss or damage resulting from any misrepresentation, or any non-fulfillment of any representation, responsibility, covenant or agreement on his part, as well as any and all acts, suits, proceedings, demands, assessments, penalties, judgments of or against Cambly relating to or arising out of the activities of Tutor and Tutor will pay reasonable attorneys' fees, costs and expenses incident thereto.
Cambly reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Cambly, and you agree to cooperate with Cambly’s defense of these claims.
PLEASE READ THIS SECTION (THE "ARBITRATION AGREEMENT") CAREFULLY IN ITS ENTIRETY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Application: This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against Cambly in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 19 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.
Authority. You and Cambly understand and agree that this Arbitration Agreement is enforceable under and subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16), and that the mutual obligations by both parties to arbitrate covered claims provide adequate consideration for this Arbitration Agreement.
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation, and you can contact Cambly’s support team here if you have one. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Cambly support team. Good faith negotiations will be a condition to either party initiating a lawsuit or arbitration.
Arbitration. YOU AND CAMBLY MUTUALLY AGREE TO RESOLVE ANY AND ALL CLAIMS THAT YOU OR CAMBLY MAY HAVE AGAINST THE OTHER EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR (THE "ARBITRATOR") INSTEAD OF A COURT OR JURY TRIAL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARBITRATION AGREEMENT, AND SUBJECT TO RESTRICTIONS AND PROHIBITIONS IN APPLICABLE LAW. Claims include all disputes, claims or controversies, whether based in past, present, or future events, that you or Cambly may have against the other or against any of their officers, directors, employees, subcontractors, or agents in their capacity as such or otherwise; direct or indirect parents and subsidiaries; and affiliates, agents, successors or assigns (each, a "Covered Party"), arising out of or relating to this Agreement, this Arbitration Agreement, the Platform, the Tutoring Services, or any other aspect of a Student’s or Tutor’s relationship with Cambly, whether arising under federal, state or local statutory and/or common law, including but not limited to misclassification or wrongful termination claims, claims of harassment, retaliation, or discrimination, and claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, and the Older Workers Benefit Protection Act. All disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) will be decided by the Arbitrator, except as expressly provided below.
Class and Collective Action Waivers. YOU UNDERSTAND AND AGREE THAT YOU AND CAMBLY MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER AND ANY COVERED PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS ("CLASS ACTION WAIVER"). ACCORDINGLY, YOU BOTH WAIVE ANY RIGHT TO HAVE A CLAIM BROUGHT, HEARD, DECIDED OR ARBITRATED AS A CLASS AND/OR COLLECTIVE ACTION, AND NO ARBITRATOR WILL HAVE ANY AUTHORITY TO HEAR OR PRESIDE OVER ANY SUCH CLAIM. ADDITIONALLY, NO ARBITRATION PROCEEDING UNDER THIS ARBITRATION AGREEMENT MAY BE CONSOLIDATED OR JOINED IN ANY WAY WITH AN ARBITRATION PROCEEDING INVOLVING DIFFERENT USERS. This Class Action Waiver will be severable from this Arbitration Agreement in any case, in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable. In such case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable will be enforced in arbitration.
California Private Attorneys General Act ("PAGA") Individual Action Requirement. YOU AND CAMBLY MUTUALLY AGREE THAT BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU BOTH AGREE TO ARBITRATE PAGA CLAIMS ON AN INDIVIDUAL BASIS ONLY. THEREFORE, ANY CLAIM BY YOU TO RECOVER UNPAID WAGES, PENALTIES, OR OTHER INDIVIDUAL RELIEF MUST BE ARBITRATED UNDER THIS AGREEMENT. The Arbitrator is without authority to preside over any PAGA claim by you on behalf of any other person or other claim joined by or consolidated with another person’s or entity’s PAGA claim. This PAGA Individual Action Requirement provision will be severable from this Arbitration Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void, or voidable. In such case, the PAGA action must be brought and litigated in a civil court of competent jurisdiction, but the portion of the PAGA Individual Action Requirement provision that is enforceable will be enforced in arbitration.
Limitations on How This Arbitration Agreement Applies to Certain Claims. This Arbitration Agreement does not require arbitration of (i) claims for worker’s compensation benefits, state disability insurance or unemployment insurance benefits; (ii) disputes that an applicable federal statute or lawful, enforceable Executive Order expressly states cannot be arbitrated or subject to a pre-dispute arbitration agreement; and (iii) disputes that may not be subject to pre-dispute arbitration agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (at your election). Either party may also seek relief in a small claims court for claims within the scope of that court's jurisdiction and provided such claims are brought only in that court. In addition, any claim that the Class Action Waiver or PAGA Individual Action Requirement provisions above are, in whole or in part, unenforceable, inapplicable, unconscionable, or void or voidable, may be determined only by a court of competent jurisdiction and not by an arbitrator. All other claims that are not arbitrable under this Arbitration Agreement are subject to the exclusive jurisdiction in, and the exclusive venue of, the state and federal courts located within San Francisco County, California, and you consent to the jurisdiction of those courts for the purpose of litigating such claims.
If any claim(s) that does not require arbitration under Arbitration Agreement is combined with a claim(s) that does, to the maximum extent allowed under applicable law, the claim that is required to be arbitrated under this Arbitration Agreement will be arbitrated and continue to be covered under this Arbitration Agreement. Either party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling. All determinations of final relief, however, will be decided in arbitration.
Arbitration Procedures. Any arbitration under this Arbitration Agreement will be governed by the American Arbitration Association ("AAA") under the then-current Commercial Arbitration Rules ("AAA Rules"), subject to the following:
Changes to This Section. Cambly will provide thirty (30) days' notice of any changes affecting the substance of this section by posting on the Platform, sending you a message, or otherwise notifying you when you are logged into your account. Amendments affecting the substance of this section will become effective thirty (30) days after they are posted on the Platform or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection will be severed from the section entitled "Arbitration and Class Action Waiver," and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.
Entire Agreement; Survival. In addition to the terms set forth in the Class Action Waiver and PAGA Individual Action Requirement provisions above, if any provision of this Arbitration Agreement is adjudged to be invalid, void, voidable or otherwise unenforceable, in whole or in part, such provision shall, without affecting the validity of the remainder of the Arbitration Agreement, be severed from this Arbitration Agreement. All remaining provisions shall remain in full force and effect. This Arbitration Agreement survives after the termination of this Agreement and/or after you cease any relationship with Cambly. Each Covered Party may enforce this Arbitration Agreement as direct or third-party beneficiaries.
If you reside or have your place of establishment outside of the United States, this Section applies to you. You agree to submit and consent to the personal and exclusive jurisdiction in, and the exclusive venue of, the State and Federal courts located within San Francisco County, California.
Notices. You consent to receive communications from Cambly electronically, including by email and notices posted to the Platform. You agree that all agreements, notices, disclosures, and other communications that Cambly provides to you electronically satisfy any legal requirement that such communications be in writing. Except as provided herein, all notices and communications to Cambly will be in writing and will be deemed to have been duly given or made (i) with delivery by hand, when delivered, (ii) with delivery by certified or registered mail, postage prepaid; or (iii) with delivery by internationally recognized overnight courier. Notices to Cambly must be sent to 440 N. Barranca Ave., #4343, Covina, CA 91723.
Language. Any action brought under this Agreement will be conducted in the English language. If you are located in France or Quebec, Canada, the following clause applies: The parties hereby confirm that they have requested that this Agreement be drafted in English; les parties contractantes confirment qu'elles ontexigé que le présent contrat et tous les documents associés soient redigés en anglais.
Complete Agreement. This Agreement (including the Tutor Addendum) contains the entire understanding between the parties and supersedes, replaces and takes precedence over any prior understanding or oral or written agreement between the parties respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, nor understandings, oral or written, between the parties relating to the subject matter of this Agreement that are not fully expressed herein.
Severability. In the event any provision of this Agreement will be held invalid, the same will not invalidate or otherwise affect in any respect any other term or terms of this Agreement, which term or terms will remain in full force and effect.
Transfer and Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Cambly without restriction. Any attempted transfer or assignment in violation hereof will be null and void. The terms of this Agreement bind and inure to the benefit of each party and the party’s successors and permitted assigns.
Survival. Sections 3, 8-10, and 12-21 will survive any termination of this Agreement.
Non-Waiver. No delay or omission by Cambly in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by Cambly on any one occasion will be effective only in that instance and will not be construed as a bar or waiver of any right on any other occasion.
Headings. The headings and other captions in this Agreement are included solely for convenience of reference and will not control the meaning and interpretation of any provision of this Agreement.
Governing Law. Other than the Arbitration Agreement above, which will be governed by the Federal Arbitration Act, this Agreement will in all respects be governed by the laws of the State of California, without reference to its principles of conflicts of laws.
Contact Us. Please contact Cambly’s support team here with any questions regarding this Agreement.
If you access our Platform using a mobile application that you download, access and/or use and that runs on Apple’s iOS operating system (an "iOS App"), you acknowledge and agree that:
In addition, you represent and warrant that:
If you access our Platform on a mobile application that you download, access, and/or use from the Google Play Store ("Google-Sourced Software"): (i) you acknowledge that this Agreement is between you and Cambly only, and not with Google, Inc. ("Google"); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Cambly, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Cambly’s Google-Sourced Software.