This Instructor Agreement was posted on December 15, 2015 and supersedes all previous versions of this Instructor Agreement. It is effective as soon as you apply and are approved to be an Instructor. This agreement is in addition to our Terms of Services and both are applicable to you.

The following describes the terms on which YeongoTalk Inc. (“YeongoTalk”) offers you access to our sites, services, applications, and tools, and which you agree to use this website (“yeongotalk.com”) in your role as an Instructor. Your access to and continued use of this website and platform constitutes your acceptance of and compliance with the following provisions. These terms and conditions may change without . The last revision date for these terms and conditions is set forth above.

1. YeongoTalk offers a platform to facilitate paid language instruction between Instructors and language learners (“Members”) across the world in language teaching sessions (“Sessions”).
2. You, as an Instructor, are a contractor solely responsible for your own taxes, supplies, and benefits and there is no partnership, joint venture, franchise or employer-employee relationship between you and YeongoTalk.
3. You have a responsibility to uphold reasonable standards of instruction and to treat Members with respect and decency, and to maintain the confidentiality of any information you receive from a Member during a Session other than necessary to report abusive Members to us or as required by law.
4. This agreement contains provisions relating to non-solicitation of Members and confidentiality.

1. You agree to supply non-exclusive language educations services (the “Services”), including conversational language and instruction, to and for YeongoTalk from time to time in accordance with the terms and conditions of this agreement.
2. YeongoTalk will make arrangements for opportunities for the provision of Services by you. YeongoTalk will charge Member’s fees based on either our Startup Period rate of $10 for a half hour Session, or a rate set by you upon completion of the Startup Period and will pay you a percentage of the fee. The Startup Period is a probationary time, which requires the Instructor must complete at least 10 sessions ranked with 3 stars or above to complete. However, we may extend or require you to redo the probationary period at our sole discretion if we have concerns about your provision of the Services.
3. YeongoTalk’s fee is currently 15% of services rendered, and you agree that we may from time to time unilaterally alter the percentage or calculation of the fee.
4. You agree to make your Services available to YeongoTalk on a periodic basis and notify YeongoTalk of any periods of prolonged unavailability, including withdrawing your services as an Instructor.
5. Nothing contained in this agreement will be interpreted or construed to prohibit or limit the right of you to provide similar Services to other companies provided such Services do not result in you soliciting Members from yeongotalk.com or promoting such Services while using the YeongoTalk platform.
6. YeongoTalk reserves the right to retain a publicly viewable rating system for yourself.

1. You represent and warrant to YeongoTalk that the Services provided to YeongoTalk under this agreement will be:
   1. respectful to other Members and you will not engage in any harassment on the YeongoTalk or in any other forum or attempt to violate a Member’s privacy;
   2. conducted according to the reasonable standard or a language instructor with acceptable level of proficiency as represented to Yeongotalk;
   3. compliant will all laws in Canada and your own jurisdiction and not in violation of any contract you may have signed;
   4. appropriate including not engaging in nudity or lewd behavior and will not involve topics or language that make other Members uncomfortable;
   5. performed in good taste and good faith and during scheduled Sessions, and
   6. compatible with YeongoTalk's professional image in the provision of language instruction services.
2. You represent and warrant to YeongoTalk that any information you provide to YeongoTalk is correct and accurate including your current place of residence and you agree to update information promptly if there are any material changes when you access YeongoTalk’s website or platform.
3. You will indemnify and hold YeongoTalk, including its directors and its employees, harmless against any and all liability, damage or expense resulting from any third party claim made or brought against YeongoTalk to the extent such claim is caused by your negligence, or your breach of any of the representations or warranties in this agreement, or your breach of any material term of this agreement.

1. Payment will be made to you with respect to Services provided within 30 days of the provision of Services.
2. Payments are conducted through a third party payment processor and you will hold YeongoTalk, including its directors and its employees, harmless against any and all liability, damage or expense resulting from a breach of third party payment processor or as a result of any incorrect information provided by you to the third party payment processor.
3. You will keep a payment method on file and are responsible for paying all fees and applicable taxes associated with our sites.
4. If a Member notifies us that a Session failed to meet the specifications set out herein, then YeongoTalk reserves the right to refund the fees to the Member and you agree that YeongoTalk owes you no payment in relation to the Service.

1. The relationship between the parties herein will be that of YeongoTalk as principal and you as independent contractor.
2. You have no authority to bind YeongoTalk to any agreement and agrees that he or she will not hold himself or herself out as having any authority within YeongoTalk or on behalf of YeongoTalk.

1. During the course of the performance of Services at yeongotalk.com, you may be given access to and entrusted with confidential information relating to Members, products and business of YeongoTalk. You acknowledge that unauthorized personal use or disclosure of the confidential information to any person would be highly detrimental to the best interests of YeongoTalk and its Members. Therefore, you will not disclose any of the confidential information acquired by you to any person whether during the term of this agreement or subsequently. Nor will you use any of the confidential information for any purpose whatsoever other than for the benefit of YeongoTalk.
2. All material information, printed matter, publications or other sources of confidential information in the possession of you at the time of any termination of this agreement will be immediately returned to YeongoTalk without exception.
3. You agree not to solicit any Member, including Instructors, whom you are introduced with through the YeongoTalk platform to purchase any services other than those offered by Yeongotalk or to induce them to join a competing service or otherwise directly or indirectly, for profit or for free, offer your services or those of third party to them without our prior expressed consent, or otherwise assist a third party in soliciting them without our prior expressed consent.
4. You agree that a minimum of $2500.00 per Member plus indemnification of our legal expenses and collection expenses in full is a fair, just, and reasonable amount for any solicitation of Members including attempts to offer them language instruction outside of yeongotalk.com, or to induce them to use a competing service, whether online, in person or over the phone. You also agree that we may provide your information to a collection service, lawyer or court in those circumstances.

1. You or YeongoTalk may terminate this agreement for any reason by giving notice in writing to the other. You agree that notice by electronic mail to any email provided by you to us or by a message at yeongotalk.com notifying you that your account has been terminated are sufficient notice of writing.
2. Despite the termination of this agreement, all clauses related to 3. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS and CONFIDENTIALITY AND NON-SOLICITATION of Members remain in effect.
3. You agree that in the event of your termination by YeongoTalk, YeongoTalk’s liability to you will be limited to amounts owed for Services in which payment has been collected from a Member.

1. Neither you nor YeongoTalk will be considered in default or be liable to the other party for any delay in performance of the terms of this agreement caused by circumstances beyond their reasonable control.
2. You agree that YeongoTalk will not be liable to you for any delays, disruptions, glitches, bugs or technical problems of any nature limiting your use yeongotalk.com, whether of a temporary or permanent nature.
3. In the conduct of its business and performance of its obligations hereunder, you and YeongoTalk will each observe and comply with all applicable laws, rules and regulations.
4. This agreement and the rights herein granted and the obligations undertaken may not be assigned by any party, in whole or in part, without the express written consent of the other party.
5. This agreement will be interpreted under and governed by the laws of the Province of British Columbia and you agree any dispute will be resolved, if necessary, by a court in British Columbia.
6. The provisions of this agreement are severable. The rendering of any part of this agreement as void or invalid will not effect the validity of any remaining part of this agreement.
7. Any legal notice to us will be served in English and writing at our registered records office c/o 101-2776 Bourquin Crescent W, Abbotsford, BC. V2S 6A4. You agree we may provide you with notices electronically to any email address you provided our system.
8. YeongoTalk reserves the right to modify this contract by posting a new version at yeongotalk.com, and you agree the new version will take effect upon you accessing and using the website.