Terms of Service

Welcome to Scala Vera LLC, doing business as Andiamo ("Andiamo," "we," "us," or "our"). These Terms of Service ("ToS" or "Agreement") govern your access to and use of our services, including one-on-one Italian language coaching, course and curriculum delivery, native-speaker tutoring sessions, AI-assisted speaking practice, group coaching calls, sales call booking and scheduling, client onboarding, and related coaching and educational services (collectively, the "Services"). By accessing, using, or interacting with our Services, you ("User," "you," or "your") agree to be bound by these ToS and our Privacy Policy, which is incorporated by reference into this Agreement. If you do not agree to these ToS, you must discontinue your use of the Services immediately.

This Agreement forms a legally binding contract between you and Scala Vera LLC. Please read these ToS carefully. By accepting these ToS, you also acknowledge and accept the Arbitration Agreement contained in Section 12, which waives your right to a jury trial and to participate in class actions.

1. Introduction

These ToS set out the terms on which we make the Services available to you. They apply to every User of the Services.

2. Definitions

"Account": The account you create when you register to use our Services.

"Content": Any and all text, data, images, graphics, user interfaces, visual interfaces, photographs, audio recordings, video, trademarks, logos, sounds, music, artwork, course materials, computer code, and other materials provided through the Services.

"Data": Any information, including Personal Data, that you provide or that is collected from you in connection with your use of the Services.

"Personal Data": Any information relating to an identified or identifiable individual, as defined under applicable privacy laws.

"Third-Party Services": Any services or products provided by entities other than Scala Vera LLC that are made available through, or integrated with, our Services (for example, course-delivery platforms, scheduling tools, and payment processors).

3. Acceptance of Terms

By accessing or using the Services, you affirm that you are at least 18 years of age, or the age of majority in your jurisdiction, and are capable of entering into a legally binding agreement. If you are using the Services on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these ToS.

4. Modification of Terms

We reserve the right, at our sole discretion, to modify, update, or change these ToS at any time. Such changes will be effective upon posting the updated ToS on our website or platform. You should review these ToS regularly. Your continued use of the Services after any changes to these ToS constitutes your acceptance of the revised ToS. If you do not agree to the new terms, you must stop using the Services immediately.

5. Services Overview

a. Description of Services — Scala Vera LLC, doing business as Andiamo, provides personalized one-on-one Italian language coaching through the Andiamo program, including access to the full Andiamo course and curriculum built on the Repetitive Retention Method; one-on-one private sessions with native Italian-speaking tutors; AI-assisted speaking practice tools made available within the course; live monthly group coaching calls; sales call booking and scheduling; client onboarding and intake processing; and related language-learning, educational, and coaching services. These Services are designed to help clients build conversational ability and progress toward fluency in Italian through a structured, repetition-based methodology tailored to each client's schedule and goals. Specific program inclusions, session allotments, and durations are determined by the tier purchased, as described in your enrollment or order materials.

b. Service Availability — While we strive to ensure the continuous availability of our Services, we cannot guarantee that the Services will be uninterrupted or error-free. Certain features, including AI-assisted practice tools, may be added, expanded, modified, or rolled out over time. We reserve the right to modify, suspend, or discontinue any part of the Services at any time without notice, subject to the program commitments and guarantee described in these ToS and your enrollment materials.

6. User Obligations and Conduct

a. Compliance with Laws — You agree to comply with all applicable laws, regulations, and industry standards when using the Services, including but not limited to privacy, data protection, and intellectual property laws.

b. User Account Responsibilities — Account Information: You agree to provide accurate, current, and complete information when creating your Account and to update such information as necessary. Security of Account: You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify us immediately if you suspect any unauthorized use of your Account.

c. Prohibited Activities — You agree not to:

• Use the Services for any illegal, unauthorized, or prohibited purpose.
• Infringe on the rights of others, including intellectual property rights.
• Share, resell, sublicense, redistribute, or provide access to the course, session content, or other Content to any person who is not an enrolled client.
• Interfere with or disrupt the Services, servers, or networks connected to the Services.
• Use any automated means (e.g., bots, scrapers) to access or collect data from the Services without our express permission.
• Impersonate any person or entity or misrepresent your affiliation with a person or entity.
• Use the Services to transmit any malicious software, viruses, or other harmful code.
• Engage in any activity that could damage, disable, or impair the functioning of the Services.

7. Data Privacy and User Consent

a. Data Collection and Processing — Personal Data: We collect and process your Personal Data as part of providing the Services. This may include data you provide directly, data we collect automatically, and data we obtain from third-party sources.

b. User Consent — By using our Services, you consent to:

• The collection, processing, and sharing of your data as described in these ToS and our Privacy Policy.
• The use of your data for the purpose of providing, improving, customizing, and optimizing the Services, including scheduling and calendar management.
• The sharing of your data with the service providers and subcontractors we use to deliver the Services, solely for that purpose.
• The transfer of your data to and from third-party service providers, as necessary to deliver the Services.

c. Data Sharing and Disclosure — Service Providers: We may share your data with service providers and subcontractors who assist us in providing the Services (for example, course-delivery platforms, scheduling tools, and payment processors). These parties are bound by confidentiality and data protection obligations and will not use your data for any purpose other than to perform the Services on our behalf. Legal Compliance: We may disclose your data to comply with legal obligations, such as in response to court orders, legal processes, or government requests.

d. Data Security — Security Measures: We implement reasonable security measures to protect your data from unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security. User Responsibilities: You are responsible for safeguarding the device and network through which you access the Services. You should ensure that your software and systems are up to date and that you take appropriate precautions to protect your data.

8. Intellectual Property Rights

a. Ownership — All intellectual property rights in the Services, including but not limited to course materials, curriculum, the Repetitive Retention Method, software, content, trademarks, and logos, are owned by Scala Vera LLC or its licensors. Your use of the Services does not grant you any rights to our intellectual property, except for the limited rights necessary to use the Services in accordance with these ToS.

b. License to Use the Services — Subject to your compliance with these ToS, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial learning purposes.

c. Restrictions — You may not:

• Copy, modify, distribute, sell, lease, or publicly share any part of our Services, course materials, or included software.
• Reverse engineer or attempt to extract the source code of any software used in the Services, except as expressly permitted by applicable law.
• Use any of our intellectual property, including trademarks, logos, or content, without our express written consent.

9. Representations and Warranties

a. User Representations and Warranties — You represent and warrant that: Authority: You have the legal authority to enter into and comply with these ToS. Accuracy of Information: All information you provide in connection with your use of the Services is accurate, complete, and current. Compliance with Laws: You will comply with all applicable laws, regulations, and industry standards in your use of the Services. No Infringement: Your use of the Services does not and will not infringe on the intellectual property, privacy, or other rights of any third party. No Harmful Activities: You will not engage in any activity that is harmful to us, our other users, or the general public, including the transmission of viruses, malware, or other harmful code.

b. Scala Vera LLC Representations and Warranties — Scala Vera LLC represents and warrants that: Compliance with Laws: We will comply with all applicable laws, including data protection and privacy laws, in providing the Services. No Conflict: Our provision of the Services does not and will not conflict with any other agreement or legal obligation to which we are subject. Data Security: We will implement reasonable security measures to protect your data and ensure that our service providers comply with applicable data protection obligations. Service Continuity: We will make commercially reasonable efforts to ensure the continuous availability of the Services, subject to the limitations set forth in these ToS.

c. Disclaimer of Warranties — Except as expressly provided in these ToS, the Services are provided "as-is" and "as-available" without any warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising from course of dealing, course of performance, or usage in trade. We do not warrant any specific language-learning outcome except as expressly set forth in the Program Guarantee described in Section 12 and your enrollment materials.

10. Limitation of Liability

a. Exclusion of Damages — To the fullest extent permitted by law, Scala Vera LLC and its affiliates, officers, agents, employees, and partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or use, arising out of or related to your use of the Services, even if advised of the possibility of such damages.

b. Cap on Liability — In no event shall the total liability of Scala Vera LLC and its affiliates to you for all claims arising out of or related to these ToS or your use of the Services exceed the amount you paid to us for the use of the Services in the 12 months preceding the claim.

c. No Liability for Third-Party Services — We are not responsible for any Third-Party Services made available through the Services. Your use of Third-Party Services is at your own risk, and we make no representations or warranties regarding such services.

11. Indemnification

You agree to indemnify, defend, and hold harmless Scala Vera LLC and its affiliates, officers, agents, employees, partners, and licensors from any claim, demand, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your use of the Services.
• Your breach of these ToS or violation of any applicable laws or the rights of a third party.
• Any claims that your use of the Services infringes the intellectual property rights of a third party.
• Any data or content you provide or create through the Services.

12. Program Guarantee, Refunds, and Cancellation

a. Program Guarantee — We stand behind the Andiamo program with the following guarantee, which applies to the twelve-month program (the "Year") only: if, at the six-month mark, you cannot hold a fifteen-minute conversation in Italian with a speaker you have not met before, about a topic you did not prepare, you may choose either (i) a full refund of every program fee you have paid, plus a travel credit of up to $1,500 toward your next trip to Italy, or (ii) to remain in the program and continue to be coached at no additional charge until you can. The six-month program does not carry this guarantee.

To qualify for the guarantee, you must have met the program's participation requirements, which are measured monthly within the program platform:

• About thirty minutes of listening practice per day, six days per week;
• Attendance at your weekly coaching sessions (at least 20 sessions in the six months); and
• About one hour per week of spoken practice with the program's AI practice partner.

The applicable standard for the six-month conversation, and the method by which participation is measured and verified, are as defined in your enrollment materials. If you have not satisfied these participation requirements, you are not eligible for the guarantee.

b. No Other Refunds — Except as expressly provided under the Program Guarantee in Section 12(a), all payments made to Scala Vera LLC for the Services are non-refundable. By purchasing or enrolling in any of our Services, you acknowledge and agree that you are not entitled to a refund of any fees paid, in whole or in part, for any reason, including but not limited to dissatisfaction with the Services, failure to use or access the Services, or termination of your access to the Services under Section 13.

c. Cancellation — You may cancel your enrollment at any time in accordance with the terms of your specific program or subscription. Cancellation will discontinue any future billing but will not entitle you to a refund of any amounts already paid. For programs billed as a one-time payment or under a fixed-term commitment (including the 6-month and 12-month tiers), cancellation does not relieve you of your obligation to pay the full amount owed under that commitment.

d. Chargebacks — You agree to contact us directly to resolve any billing concerns before initiating a chargeback or payment dispute with your financial institution. Initiating a chargeback in violation of these ToS may result in immediate termination of your access to the Services.

13. Termination

a. Termination by You — You may terminate your use of the Services at any time by ceasing to use the Services and, if applicable, closing your Account. Termination does not relieve you of any payment obligations incurred prior to termination, including amounts owed under a fixed-term commitment.

b. Termination by Us — We reserve the right to suspend or terminate your access to the Services at any time, without notice or liability, for any reason, including if we believe you have violated these ToS or engaged in unlawful behavior.

c. Effects of Termination — Upon termination of your access to the Services, your right to use the Services will immediately cease. Any provisions of these ToS that by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, payment obligations, and limitations of liability.

14. Dispute Resolution and Governing Law

a. Governing Law — These ToS and any disputes arising out of or related to them will be governed by the laws of the State of California, without regard to its conflict of laws principles.

b. Arbitration Agreement — You and Scala Vera LLC agree that any dispute, controversy, or claim arising out of or relating to these ToS, the Services, or any relationship between the parties, including claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration using the American Arbitration Association (AAA).

The arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes. The arbitration will be conducted by a single arbitrator with experience in resolving disputes related to the type of services provided by the company. The arbitrator's decision shall be final and binding on all parties.

The arbitration shall take place in Sacramento, California, or at another mutually agreed location. If the amount in controversy does not exceed $10,000, you may choose to have the arbitration conducted by telephone, video conference, or based solely on written submissions, subject to the discretion of the arbitrator.

The parties shall share the costs of arbitration, including arbitrator fees, equally, unless the arbitrator determines that such apportionment is not appropriate given the circumstances of the case. Each party shall bear its own legal fees and expenses, unless the arbitrator awards legal fees and costs to the prevailing party under applicable law.

You agree that any arbitration or proceeding shall be conducted only on an individual basis and not as a class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims or preside over any form of a representative or class proceeding.

If any portion of this Arbitration Agreement is found to be unenforceable, the remaining portions shall remain in full force and effect. However, if the class action waiver in this Arbitration Agreement is found to be unenforceable, the entire Arbitration Agreement shall be null and void.

In the event that this Arbitration Agreement is found not to apply to a dispute, you and the company agree that any non-arbitrable disputes shall be resolved exclusively in the state or federal courts located in Sacramento, California, and you consent to venue and personal jurisdiction in such courts.

Any arbitration proceedings, documents, and information exchanged between the parties in connection with such proceedings, and any final arbitration award, shall be strictly confidential, except as necessary to enforce or challenge the arbitration award in a court of law, or as required by law.

15. Miscellaneous

a. Entire Agreement — These ToS, together with our Privacy Policy and your enrollment materials, constitute the entire agreement between you and Scala Vera LLC concerning the Services and supersede any prior agreements, whether written or oral.

b. Severability — If any provision of these ToS is found to be unlawful, void, or unenforceable, then that provision shall be deemed severable from these ToS and shall not affect the validity and enforceability of any remaining provisions.

c. Waiver — No waiver of any term of these ToS shall be deemed a further or continuing waiver of such term or any other term, and Scala Vera LLC's failure to assert any right or provision under these ToS shall not constitute a waiver of such right or provision.

d. Assignment — You may not assign your rights or obligations under these ToS without our prior written consent. We may assign our rights and obligations under these ToS without restriction.

e. Force Majeure — We shall not be liable for any failure or delay in our performance under these ToS due to causes beyond our reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, supply chain disruptions, pandemics, power outages, or governmental restrictions.

f. Headings — The headings used in these ToS are for convenience only and have no legal or contractual effect.

g. Contact Information — For any questions or concerns regarding these ToS, please contact us at: Scala Vera LLC (DBA Andiamo), Email: ciao@speakandiamo.com