USA CONVO GENERAL MEMBERSHIP AGREEMENT
(USA Convo dba Big Toga IT Solutions LLC)
1. Purpose of Agreement
This USA Convo General Membership Agreement (“Agreement”) sets forth the terms and conditions for individuals who register as users (either as tutors or learners) on the USA Convo platform (“Platform”), which is operated by USA Convo (doing business as Big Toga IT Solutions LLC) (“USA Convo,” “we,” or “the Company”). By registering for an account, accessing, or using the Platform in any manner, you (the “user,” “Member,” or “you”) agree to comply with this Agreement and all related policies. Together, this Agreement and any related policies form the complete understanding between you and USA Convo. Membership provides access to the USA Convo Platform and its networks: learners gain access to educational materials, community features, and can connect with independent tutors, while tutors can showcase their expertise, share educational content, and connect with learners worldwide. This membership does not create any employment, partnership, or agency relationship between you and USA Convo, and neither tutors nor learners are considered employees or representatives of USA Convo. All users participate independently and do not speak for or represent USA Convo in any capacity.
2. Eligibility and Membership Approval
Membership on the Platform is open to individuals who meet the following criteria:
- Learners: You must be at least eighteen (18) years old (or have verified parental consent if under 18) and may reside anywhere in the world.
- Tutors: You must be a United States citizen or legal resident and at least eighteen (18) years of age.
USA Convo reserves the right, in its sole discretion, to approve, deny, suspend, or terminate any membership or account at any time, with or without notice. You must provide and maintain accurate, current, and truthful information during registration and throughout your membership (including your name, email address, country of residence, and contact details). Providing false, incomplete, or misleading information is grounds for immediate removal or termination of your account. USA Convo may modify membership terms, eligibility requirements, or participation rules at any time without prior notice, and any such changes will become effective as stated in Section 18 of this Agreement.
3. Independent Status and Responsibilities
All users of the Platform participate in an independent capacity. This Agreement and your membership do not create any employment, partnership, or agency relationship between you and USA Convo.
(Learners Only): As a learner, you are fully responsible for your own learning experience, progress, and results. This includes maintaining any equipment, internet connection, and software you need to access the Platform, as well as choosing and communicating with tutors at your own discretion and risk. USA Convo does not supervise or guarantee any specific outcomes from your interactions with tutors.
(Tutors Only): As a tutor, you act as an independent professional and not as an employee, agent, or representative of USA Convo. You are solely responsible for maintaining your own equipment, internet connection, and any communication or content creation tools required for your tutoring activities. You are also responsible for creating and submitting your own educational content, managing communications and lessons with learners, and handling your own scheduling, financial arrangements, payments, and taxes.
USA Convo does not mediate or manage communications, transactions, or disputes between users (including between tutors and learners). All interactions and agreements between tutors and learners (such as lesson scheduling or payment arrangements) are made at the discretion and risk of the parties involved.
4. Ownership and Use of Submitted Content
If you submit any content to USA Convo or through the Platform—such as feedback, testimonials, comments, reviews, lessons, videos, images, or other materials (collectively, “User Content”)—you hereby grant USA Convo (dba Big Toga IT Solutions LLC) full and irrevocable ownership of, and unrestricted rights to use, that content upon submission. This means that USA Convo has the right to edit, modify, reproduce, publish, distribute, display, promote, monetize, or otherwise use your User Content for marketing, promotional, educational, or any other purposes, in any media or format, without further notice or compensation to you. You permanently relinquish and waive any claims to ownership, control, approval, royalties, profits, or any form of compensation related to the submitted content. You also represent and warrant that all content you submit is your original work and that its use by USA Convo will not infringe or violate the intellectual property or other rights of any third party.
5. Use of Identity and Likeness
By participating on the Platform, you grant USA Convo permission to use your name, voice, image, likeness, biographical information, feedback, and any content or participation in Platform activities for marketing, advertising, educational, or other promotional and commercial purposes. USA Convo may edit, adapt, or combine your likeness or content with other materials at its discretion. You waive any right to review or approve the final use of your name, likeness, or submitted content as used by USA Convo. This permission and waiver remain in effect even after your membership or account is terminated, for the uses stated above.
6. Professional Conduct and Acceptable Use
You agree to use the Platform in a professional, respectful, and lawful manner at all times. You must not engage in harassment, bullying, hate speech, spam, discrimination, or any other disruptive or inappropriate conduct toward any other user (including tutors and learners) or USA Convo staff. You also must not use false or misleading identities, collect or share another person’s private or confidential information without consent, upload any unauthorized or harmful content (such as malware or copyrighted material you do not own), or attempt to interfere with, disrupt, hack, or manipulate the Platform’s operations. Failure to adhere to these conduct standards, or any behavior that USA Convo deems harmful to the community or brand, may result in suspension or immediate termination of your account at USA Convo’s sole discretion.
7. Non-Solicitation Rule
The Platform is to be used for its intended educational and cultural exchange purposes only. You must not use the Platform to advertise, solicit, or promote any external services, businesses, or activities that are unrelated to USA Convo’s mission. For example, tutors may not encourage or solicit learners to transact or communicate outside the Platform (such as arranging lessons or payments outside of USA Convo, or promoting other tutoring services), and learners should not use the Platform to recruit tutors or other members for any external programs or businesses. All interactions on the Platform should remain focused on learning and cultural exchange.
8. Intellectual Property
All content, materials, and technology provided on or through the Platform—including but not limited to text, lessons, videos, images, graphics, logos, design elements, and software—are the exclusive property of USA Convo (dba Big Toga IT Solutions LLC) and are protected by intellectual property laws. USA Convo grants you a limited right to access and use the Platform and its materials solely for the intended purposes of the Platform (i.e. for your personal learning or tutoring activities on USA Convo). You may not copy, reproduce, modify, distribute, or create derivative works from any Platform content, nor may you use any USA Convo trademarks, branding, or design elements, without express prior written permission from USA Convo. Any unauthorized use of Platform materials or intellectual property may result in immediate termination of your membership and potential legal action.
9. Third-Party Platforms
The Platform may integrate with or link to third-party websites, applications, or services (for example, video conferencing tools or social media platforms to facilitate communication or content sharing). USA Convo is not responsible for the content, accuracy, safety, or policies of any third-party platform or service. Your use of any third-party platform or tool is entirely at your own risk, and you are subject to that third party’s terms of use and privacy policy. USA Convo does not warrant or guarantee any third-party service, and shall not be liable for any issues, damages, or losses arising from your use of third-party tools in connection with the Platform.
10. Account Security
You are responsible for maintaining the confidentiality of your account login credentials (such as your password) and for all activities that occur under your account. If you fail to protect your login information, you assume responsibility for any unauthorized access or actions that occur on your account. USA Convo is not liable for any unauthorized access, misuse, or loss that arises from your failure to safeguard your account credentials. If you suspect any unauthorized use of your account, you should notify USA Convo immediately and take steps to secure your account.
11. No Guarantees of Results or Income
USA Convo makes no promises or guarantees regarding any particular outcomes or benefits from the use of the Platform.
(Learners Only): USA Convo does not guarantee that you will achieve any specific learning results, improvements, or level of fluency through the Platform. Your progress and success depend on your own effort, interaction, and practice. All content and services on the Platform are provided “as is,” without any warranty that they will meet your expectations or goals.
(Tutors Only): USA Convo does not guarantee that you will earn any specific amount of income or receive any particular number of inquiries, students, reviews, or level of exposure by using the Platform. Any visibility or promotional opportunities for tutors on the Platform (such as being featured or recommended to learners) are determined at the sole discretion of USA Convo.
12. Indemnification
You agree to indemnify and hold harmless USA Convo and Big Toga IT Solutions LLC, including their officers, employees, and affiliates, from any and all claims, damages, losses, liabilities, or expenses arising out of or related to your use of the Platform, your conduct or interactions on the Platform, or any content you submit. This means you will be responsible for any loss or damage we suffer as a result of your actions or content, to the fullest extent permitted by law.
13. Termination of Membership
USA Convo may suspend, restrict, or terminate your membership or account at any time, with or without notice, if you violate this Agreement, engage in misconduct or misuse of the Platform, remain inactive for an extended period, or engage in any behavior deemed harmful to other users, the community, or the USA Convo brand. You may also request deletion or cancellation of your account at any time by contacting USA Convo. Termination of your account (whether initiated by you or by USA Convo) does not remove or alter any rights that USA Convo has under this Agreement with respect to content or data you have provided. In particular, even if your membership is terminated, USA Convo retains the right to keep and use any User Content or data you submitted, in accordance with the terms of this Agreement (including USA Convo’s ownership rights to submitted content).
14. Data, Privacy, and Consent
By registering as a user, you consent to USA Convo’s collection, storage, and processing of the personal information you provide, for purposes including account administration, user communications (e.g. notifications and updates), and marketing or promotional activities related to the Platform. Your personal data may be stored on servers located in the United States or in other countries where USA Convo or its service providers operate. USA Convo will not sell your personal information to third parties; however, USA Convo may use your information in anonymized or aggregated form for analytics, research, improvements to services, or other legitimate business purposes. You may request deletion of your personal data and account by contacting USA Convo (though this may result in termination of your membership), and USA Convo will process such requests in accordance with its policies and applicable law.
(Learners Only): If you use the Platform to contact or engage with a tutor, you consent to USA Convo sharing your name, email address, and other necessary contact information with that tutor to facilitate your communication. USA Convo is not responsible for how the tutor uses, stores, or protects that information once it is provided to them. We encourage you to only share information with tutors through the Platform and to exercise discretion when disclosing personal details.
15. Disclaimers and Liability
Your use of the Platform and any services or content obtained through it is at your own risk. The Platform (including all content, features, and the Tutor and Learner Networks) is provided on an “as is” and “as available” basis. USA Convo makes no warranties or representations of any kind, express or implied, about the reliability, suitability, or availability of the Platform. For example, we do not guarantee that any tutor or learner will meet your expectations, that communications will be timely or successful, that the Platform will be uninterrupted or error-free, or that you will achieve any particular outcome (educational, financial, or otherwise) by using the Platform. To the fullest extent permitted by law, USA Convo will not be liable for any disputes, disagreements, or direct or indirect damages or losses arising out of or related to your interactions on the Platform or your use of the Platform’s services. This includes, but is not limited to, any damage or loss in connections between tutors and learners, any content or advice received, or any meetings or communications that take place off the Platform. All participation on the Platform is voluntary and at your own risk.
16. Force Majeure
USA Convo shall not be held responsible or liable for any delay or failure in performance caused by circumstances beyond its reasonable control. This includes, without limitation, events such as technical problems or internet outages, power failures, scheduled maintenance downtime, natural disasters, acts of government, or any other events outside the control of USA Convo that prevent the Platform from operating normally. During any such event, USA Convo’s obligations under this Agreement will be suspended to the extent and for the duration that performance is made impossible or impractical.
17. Dispute Resolution and Governing Law
This Agreement is governed by and will be construed in accordance with the laws of the State of Texas, USA, without regard to its conflict of law principles. Any dispute or claim arising out of or relating to this Agreement or your use of the Platform must be resolved exclusively through final and binding arbitration in the State of Texas, rather than in a court of law. By agreeing to this arbitration clause, you waive your right to bring any such claim to court, including the right to a trial by jury, except where such waiver is not permitted by law. The arbitration shall be conducted through a fair and neutral process, and both you and USA Convo agree to split the costs of arbitration equally (50/50).
18. General Provisions
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will continue in full force and effect. USA Convo’s decision not to enforce any particular provision or right under this Agreement on one occasion shall not waive its right to enforce the same or any other provision on another occasion.
USA Convo may update, modify, or replace this Agreement (including any related policies) at any time, in its sole discretion, and without prior notice. If we make changes to the terms, we will post the updated Agreement on the Platform or otherwise provide notice of the changes. Such changes are effective immediately upon publication. By continuing to use the Platform after an updated Agreement has been posted, you agree to the revised terms.
This Agreement was originally written in English. Any translations of this Agreement are provided for convenience only, and in the event of any conflict or inconsistency between the English version and a translated version, the English version will control.
19. Entire Agreement and Acknowledgment
This Agreement, along with any other policies or guidelines that are incorporated by reference, constitutes the entire agreement between you and USA Convo regarding your membership and use of the Platform as a tutor or learner. It supersedes and replaces any prior or contemporaneous understandings, agreements, or communications between you and USA Convo, whether written or oral, relating to your participation in the USA Convo Platform.
By completing the registration process and clicking “I Agree” (or a similar affirmation) to accept this Agreement, you acknowledge that you have read this Agreement in its entirety, understand its terms, and agree to be bound by all of the above terms and conditions. If you do not agree with these terms, you should not register for or use the USA Convo Platform.