Terms of Service

At a glance

This is the legal contract between you and Verbios, the operator of verbios.net and app.verbios.net. By using Verbios you agree to these Terms. The short version, in plain English:

• You're responsible for what you upload, who you invite, and how you behave on the platform.
• Teachers own the courses, lessons, and other content they create. We licence it back from you only as much as we need to run the Service.
• Paid plans renew automatically until you cancel. You can cancel any time from your account settings.
• We take a small platform fee on transactions we bill on your behalf, and nothing at all when you bill your students directly.
• We can suspend or terminate accounts that break the rules, and we're not liable for losses we couldn't reasonably have prevented.

The longer version that follows is what actually applies if we ever disagree.

1. Acceptance of these terms

Verbios is a product of SuiteTech, LLC, a Florida limited liability company. These Terms of Service ("Terms") form a binding agreement between you ("you") and SuiteTech, LLC ("Verbios", "we", "us", or "our") and govern your access to and use of the verbios.net marketing site, the app.verbios.net application, our APIs, our MCP server, and any other features, content, or services we offer (together, the "Service"). By creating an account, clicking "I agree", or otherwise using the Service, you accept and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference.

If you are using the Service on behalf of an organisation (such as a school or company), you represent that you have authority to bind that organisation to these Terms, and "you" in that case means both you individually and the organisation.

If you do not agree to these Terms, you must not use the Service.

2. The Service

Verbios is a platform for independent language teachers and language schools to build courses, run live lessons, and (at their option) sell their courses or 1:1 lessons to students and other teachers. We provide hosted software; we are not a party to the educational relationship between a teacher and their students, and we do not warrant the quality or outcomes of any specific course or lesson.

We may add to, change, or remove features from time to time in our reasonable discretion. We will not make a change that materially reduces the core functionality of a paid plan during a paid term without giving you at least 30 days' notice and, where the change has a material adverse impact on you, a prorated refund of the unused portion of fees you have paid for that plan.

3. Accounts and eligibility

To use most of the Service you must create an account. You agree to:

• Provide accurate, current, and complete information when you sign up and keep it up to date.
• Keep your password and other authentication credentials confidential. You are responsible for all activity that happens under your account.
• Notify us promptly at support@verbios.net if you suspect unauthorised use of your account.
• Be at least 16 years old, or at least the age required in your country to enter into a binding contract — whichever is higher. If you are under the legal age of contract in your country but at least 13 years old, you may use the Service only if a parent or guardian (or your school) has accepted these Terms on your behalf.
• Not use the Service if you are barred from doing so under applicable export-control, sanctions, or similar laws.

During our closed beta, signup is invite-only. We may close, decline, or limit signups for any lawful reason, and we may require additional verification before opening certain features (for example, payouts) to your account.

4. Plans, free trial, and billing

a. Plans

We offer a Free plan and paid plans (currently Starter and Pro, plus custom plans negotiated with schools). The features and limits of each plan are described on our pricing page. We may change pricing from time to time; price changes take effect at the start of your next billing period and will be communicated to you at least 30 days in advance.

b. Free trial

New paid subscriptions may include a free trial period of up to seven (7) days. If you do not cancel before the trial ends, your subscription will start and you will be charged the listed price for the plan you selected. You can cancel a trial at any time before it ends from your account settings.

c. Subscriptions and renewal

Paid subscriptions are billed monthly in advance and renew automatically at the end of each billing period until cancelled. Cancellations take effect at the end of the current billing period; you keep access to paid features until then. We do not pro-rate refunds for cancellation partway through a billing period, except where required by law.

d. Payments and taxes

Payments are processed by our payment provider, Paddle.com Market Limited ("Paddle"), which acts as the Merchant of Record for transactions on the Service. Paddle is responsible for collecting and remitting applicable sales tax, VAT, GST, or similar taxes on subscription fees and consumer-facing marketplace sales. By purchasing a subscription or making a marketplace purchase, you also accept Paddle's Checkout / Buyer Terms and Privacy Notice.

e. Failed payments

If a payment fails, we may retry, downgrade your account to the Free plan, or suspend paid features until you update your payment method. We will give you reasonable notice before suspending paid features for non-payment.

5. Marketplace and lesson bookings

a. Verbios as facilitator, not party

Where you use Verbios to sell courses, licence courses to other teachers, or accept lesson bookings from students, the transaction is between you and the buyer. Verbios provides the platform and (through Paddle) handles payment processing on your behalf — we are not a party to the underlying agreement to deliver the course or the lesson, and we do not guarantee the outcome of any course or lesson.

b. Platform fees

We charge the following platform fees on transactions we process on your behalf:

• Marketplace course / licence sales: 20% of the gross sale price. The remaining 80% (less Paddle's payment-processing costs as applicable) is credited to the seller.
• 1:1 lesson bookings billed through Verbios: 10% of the lesson price. The remaining 90% (less Paddle's payment-processing costs as applicable) is credited to the teacher.
• Externally-billed students: 0%. If a teacher marks a student as externally billed, Verbios does not handle the money for those lessons and does not charge a platform fee.

These rates apply at the time of the relevant transaction. We may change them on at least 30 days' notice; existing transactions are not retroactively repriced.

c. Seller obligations

If you sell on Verbios, you represent and warrant that:

• You own the content you list, or you have all rights and permissions needed to license, sell, or sublicense it.
• Your listings accurately describe what the buyer will receive, including the languages, level, format, duration, and any limits on resale or further licensing.
• You will honour bookings you accept and provide lessons of reasonable professional quality. You will give buyers reasonable notice of any cancellation, and you will offer an alternative slot or refund where appropriate.
• You are responsible for your own income tax, registration with any professional body required in your country, and compliance with any other regulation that applies to your services. Verbios is not your employer.

d. Buyer obligations

If you buy on Verbios, you represent and warrant that you will pay the listed price, that you will not resell or redistribute purchased content except as the listing expressly allows, and that you will treat teachers and other users with courtesy and respect.

6. Refunds, cancellations, and chargebacks

The operative refund terms — covering subscriptions, lesson credits, marketplace purchases, live lessons, statutory withdrawal rights, and chargebacks — are set out in our standalone Refund Policy, which is incorporated into these Terms by reference. The paragraphs below summarise that policy; if the two ever conflict, the Refund Policy controls.

Subscriptions. Except where required by law, subscription fees are non-refundable once a billing period has begun. If you are a consumer in the European Economic Area, the United Kingdom, or another jurisdiction with a statutory right of withdrawal for digital services, that right applies in addition to anything we say here. By starting to use the Service during a statutory withdrawal period, you may be deemed to have asked us to begin the service immediately and to have waived the withdrawal right to the extent permitted by local law.

Marketplace purchases. Because purchased courses are made available to you immediately and you can begin consuming them as soon as the order is placed, marketplace purchases are generally not refundable. We may issue a discretionary refund where, in our reasonable opinion, the content materially fails to match its listing or the seller fails to deliver an essential element of a booked lesson. Refund requests should be sent to support@verbios.net with the order details.

Lesson bookings. Cancellation and refund terms for live lessons are set by the teacher and shown before booking. Verbios will honour those terms when processing a refund. A teacher's failure to deliver a booked lesson without a reasonable alternative is grounds for a full refund from the teacher's earnings.

Chargebacks. If you initiate a chargeback or payment dispute with your bank or card issuer in connection with a transaction on the Service, we may suspend the affected account, recover the disputed amount and any fees from your earnings or balance, and decline future transactions on the same payment method until the dispute is resolved. We encourage you to email support@verbios.net first — we will try to resolve disputes without involving your bank.

7. Your content and licence to us

a. You keep ownership

As between you and Verbios, you keep all rights to the courses, lessons, blocks, images, audio, text, marketplace listings, and any other material you upload, create, or otherwise make available through the Service (your "Content").

b. Licence to operate the Service

You grant Verbios a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, copy, cache, reproduce, adapt (for technical reasons such as re-encoding media or generating thumbnails), display, and transmit your Content solely as needed to operate, secure, and improve the Service for you and to provide your Content to the recipients you've authorised (for example, students you have invited, buyers on the marketplace, or assistants on your courses). This licence ends when you delete the Content, subject to a reasonable delay for cached copies and for backups described in our Privacy Policy.

c. Marketplace listing licence

When you publish Content to the marketplace, you also grant Verbios the licence necessary to display the listing (including any preview content you choose to make public), to process purchases, and to deliver paid copies of the Content to the buyers' libraries on the terms set out in your listing.

d. No training of external AI models

We will not use your Content to train AI models that we sell, license, or otherwise make available to anyone else. When you use our in-app AI features, your inputs are sent to the AI provider only to generate the response you asked for; we do not authorise the provider to use them for general model training. See Privacy Policy §14.

e. Feedback

If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback for any purpose without obligation to you.

f. Your warranties about Content

You represent and warrant that (i) you own your Content or have all rights necessary to grant the licences above; (ii) your Content does not infringe or misappropriate any third-party right, including intellectual-property, privacy, publicity, or contractual rights; and (iii) your Content complies with these Terms, including Section 10 (Acceptable use).

8. Teacher and student relationships

When a teacher uses Verbios to instruct their own students, the teacher (or the school that employs them) is the controller of their students' personal information and learning records, and Verbios acts as their processor for that information. The teacher is responsible for getting any consents required by local law (including parental consent for minors) before adding students, for the accuracy of grades and feedback they record, and for the lawful and appropriate use of the platform with their class.

Teachers and students are responsible to each other for the educational relationship between them. Verbios provides tools, not pedagogy, and we do not arbitrate the educational substance of a teacher's grading or feedback.

9. AI features and third-party integrations

a. In-app AI

Some features of the Service use AI models from third-party providers (currently Anthropic) to generate suggested content. AI output may be inaccurate, biased, or otherwise unsuitable. You are responsible for reviewing AI-generated content before publishing, sending, or relying on it. We make no representation that AI output is accurate, complete, or fit for any particular purpose.

b. MCP and your own AI clients

Verbios runs an MCP (Model Context Protocol) server you can connect to from third-party AI clients (such as Claude, ChatGPT, or Cursor). These clients are operated by other companies and are not part of the Service. When you connect one:

• The third-party client can act on your behalf within the limits of the token or OAuth grant you issued to it. You are responsible for what it does.
• The client operates under its own terms of service and privacy notice. Verbios is not responsible for the client's behaviour, security, availability, or pricing.
• You can revoke access at any time from your account settings.

c. Google Calendar and other integrations

If you enable an optional integration (for example, Google Calendar two-way sync), you authorise Verbios to read and write the data described in the consent screen for that integration, only for the purpose described. You can disconnect the integration from your account settings.

10. Acceptable use

You agree not to use the Service, and not to allow anyone using your account to use the Service, to:

• Break the law, infringe anyone's intellectual-property, privacy, publicity, contractual, or other rights, or assist anyone else doing so.
• Upload, transmit, or share content that is unlawful, defamatory, fraudulent, deceptive, hateful, harassing, threatening, obscene, sexually explicit involving minors, or that promotes self-harm, terrorism, or violence.
• Impersonate any person or organisation, misrepresent your affiliation with anyone, or misrepresent your qualifications as a teacher.
• Spam or send unsolicited bulk messages to other users.
• Upload viruses, worms, ransomware, or other malicious software; probe the Service for vulnerabilities without our prior written consent; or otherwise interfere with or circumvent any security or rate-limiting measures.
• Scrape, crawl, or otherwise extract data from the Service by automated means in a way that exceeds the rate-limits or terms of the public API; rent, lease, sub-license, sell, or otherwise commercialise the Service in a way these Terms do not allow.
• Reverse-engineer, decompile, or disassemble any part of the Service, except to the extent that applicable law expressly permits despite this limitation.
• Use the Service to develop a product or service that competes with the Service.
• Misrepresent the source of AI-generated content where doing so would mislead a student about who or what is teaching them.
• Take any action that we reasonably determine imposes an unreasonable load on our infrastructure or that of our providers.

We may, but are not obligated to, monitor or review Content transmitted through the Service. We may remove or restrict access to any Content that we reasonably believe violates these Terms or applicable law, or that we reasonably believe puts Verbios or our users at legal or operational risk.

11. Intellectual-property complaints

If you believe that Content on the Service infringes your copyright or other intellectual-property rights, send a notice to legal@verbios.net containing:

• Your name, address, and contact information (and the same for your authorised agent, if any).
• A description of the work you say has been infringed.
• A description of the allegedly infringing material and a URL or other location where it can be found on the Service.
• A statement that you have a good-faith belief that the use is not authorised by the rights-holder, its agent, or the law.
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the rights-holder or authorised to act on its behalf.
• Your physical or electronic signature.

We will respond to complete notices in accordance with the US Digital Millennium Copyright Act and other applicable laws, and we will terminate accounts of repeat infringers in appropriate circumstances. If your Content has been removed and you believe it should not have been, you may send us a counter-notice with the corresponding information.

12. Suspension and termination

By you. You may stop using the Service at any time and may delete your account from your account settings. If you cancel a paid subscription, you keep access to paid features until the end of the current billing period.

By us. We may suspend or terminate your access to all or part of the Service, immediately and without prior notice if reasonably necessary, if:

• You materially breach these Terms or our Acceptable use policy and either do not cure the breach within a reasonable period after we notify you, or the breach is not capable of cure.
• We reasonably believe your use of the Service is causing or about to cause harm to Verbios, our users, or others.
• A payment from you has been reversed, refunded, or charged-back and you have not made it good after we asked.
• We are required to do so by law, court order, or a regulator.
• We discontinue the Service or a feature you have been using. In that case we will give you reasonable advance notice and a prorated refund of the unused portion of any fees you have paid.

On termination, your right to use the Service ends, and we may delete your Content and account data in accordance with our retention policy. The provisions of these Terms that by their nature should survive termination will survive — including ownership, disclaimers, indemnification, limitations of liability, and dispute resolution.

13. Disclaimers

The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise, to the maximum extent permitted by law. Verbios and its affiliates, officers, employees, agents, partners, and licensors specifically disclaim all warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Service will meet your requirements, that it will be uninterrupted, timely, secure, or error-free, that any defects will be corrected, that AI output will be accurate or useful, that any educational outcome will be achieved, or that any specific teacher or student will be available to you.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent that such jurisdictions apply to you, some of the exclusions above may not apply, and you may have additional rights under local consumer law that these Terms do not affect.

14. Limitation of liability

To the maximum extent permitted by law, Verbios and its affiliates, officers, employees, agents, partners, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or in connection with your use of (or inability to use) the Service, even if we have been advised of the possibility of such damages.

Our total aggregate liability to you for all claims arising out of or relating to these Terms or the Service, whether in contract, tort (including negligence), or otherwise, is limited to the greater of (a) the amount you paid us for the Service in the twelve (12) months immediately before the event giving rise to the claim, or (b) one hundred US dollars (US$100).

Nothing in these Terms limits or excludes any liability that cannot, under applicable law, be limited or excluded — including, where applicable, liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that the law does not allow to be limited or excluded. If you are a consumer and your local law gives you statutory remedies that cannot be limited by contract, this section does not limit those statutory remedies.

15. Indemnification

You agree to defend, indemnify, and hold harmless Verbios and its affiliates, officers, employees, agents, partners, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Service; (b) your Content; (c) your violation of these Terms; (d) your violation of any law or regulation; (e) your violation of any third-party right, including any intellectual-property, privacy, publicity, or contractual right; or (f) any dispute between you and another user of the Service.

We may, at our option, assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defences. You will not settle any matter without our prior written consent.

16. Disputes, arbitration, and governing law

a. Governing law

These Terms and any dispute arising out of or in connection with them or the Service are governed by the laws of the State of Florida, United States of America, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Where you are a consumer and the mandatory law of your country of residence gives you protections that cannot be derogated from by agreement, those protections also apply.

b. Informal resolution first

Before filing any formal proceeding, you agree to try to resolve the dispute informally by emailing legal@verbios.net with a description of the claim and the relief you seek. The parties will negotiate in good faith for at least sixty (60) days from the date you send the notice before either party commences a formal proceeding.

c. Binding arbitration (US users)

If you are a resident of the United States, you and Verbios agree that any dispute that cannot be resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its rules in effect at the time the arbitration is commenced, with the seat of arbitration in Miami-Dade County, Florida. The arbitrator, not any court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable. The arbitrator will issue a reasoned written decision and may award only the relief that a court of competent jurisdiction could award on the same claim.

30-day opt-out. You may opt out of this arbitration agreement by emailing legal@verbios.net within thirty (30) days of first accepting these Terms, with the subject line "Arbitration Opt-Out" and the email address on your account. If you opt out, neither you nor Verbios can require the other to arbitrate.

d. Court venue (everyone else, and where arbitration does not apply)

For users outside the United States, for users who have opted out of arbitration, and for any claim that is not arbitrable under section (c), the parties submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for any dispute arising out of or relating to these Terms or the Service — except that a consumer may bring proceedings in the courts of their country of residence if mandatory local law so requires.

e. Injunctive relief

Nothing in this section prevents either party from seeking interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

f. Time limit

Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action arose; otherwise it is permanently barred, except where a longer period is required by mandatory law.

17. Class-action waiver

To the maximum extent permitted by applicable law, you and Verbios agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator (or a court, where arbitration does not apply) may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class-action waiver is found to be unenforceable for any reason, the entirety of the arbitration provision in section 16 will be deemed null and void, but the rest of these Terms will remain in force.

18. Changes to these terms

We may update these Terms from time to time. When we make material changes, we will give you reasonable advance notice — for example, by posting a banner inside the application, by emailing the address associated with your account, or both — before the changes take effect. The "Effective" date at the top of this page tells you when the current version took effect.

Your continued use of the Service after the effective date of the updated Terms constitutes acceptance of them. If you do not agree to the updated Terms, you must stop using the Service before the effective date and may cancel any paid subscription; we will refund the unused, prepaid portion of your fees for the affected billing period if the change has a material adverse impact on you.

19. Miscellaneous

a. Entire agreement

These Terms, together with our Privacy Policy and any plan-specific order form you have signed with us, are the entire agreement between you and Verbios regarding the Service and supersede any prior or contemporaneous agreement, proposal, or understanding on the same subject. Headings are for convenience only.

b. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

c. Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision. Any waiver must be in writing and signed by us to be effective.

d. Assignment

You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets, or by operation of law. Any attempted transfer in breach of this section is null and void.

e. No third-party beneficiaries

There are no third-party beneficiaries to these Terms.

f. Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

g. Force majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, pandemics, strikes, or shortages of transportation, fuel, energy, labour, or materials, or failures of public utilities or the Internet.

h. Notices

We may give you notice through the Service, by email to the address associated with your account, or by posting on verbios.net. You must give us notice by email to legal@verbios.net.

i. Export controls and sanctions

You agree to comply with all applicable export-control and sanctions laws. You represent that you are not located in, and you are not a national or resident of, any country or region that is subject to a comprehensive US, UK, EU, or UN embargo, and that you are not on any list of restricted parties maintained by those authorities.

j. Language

These Terms are written in English. Any translation provided for convenience does not alter the English meaning, which governs in case of conflict, except where mandatory law requires otherwise.

20. Contact us

Questions about these Terms? Email legal@verbios.net. For general support, write to support@verbios.net.

Postal mail can be sent to: SuiteTech, LLC, Attn: Legal, c/o the registered agent of SuiteTech, LLC on file with the Florida Department of State, Division of Corporations.