Terms and Conditions.

By accessing, visiting or using the Site (as defined herewith below) operated and maintained by Party B or any part thereof, you agree to the following Terms and Conditions (this “T&C”):-

This T&C is an agreement between you (referred to as “Party A” in this T&C) and LINGUABOX GROUP LIMITED, a limited company incorporated under the laws of Hong Kong whose registered office is at Suite A, 12/F., Ritz Plaza, 122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong (referred to as “Party B” in this T&C), each a “Party” and collectively the “Parties”. This T&C describes how Party B shall deliver the Services (as defined hereinbelow) to Party A, how Party A shall make use of the Site, and details in relation to Party A’s use of the Services.

1. INTRODUCTION OF THE SERVICES

“LINGUABOX” is an internet-based platform developed and operated by Party B for connecting tutors and students, dedicated to offer language tuitions online (mainly Mandarin tuitions) or in such other forms as may be agreed between the Parties from time to time. All the tutors who offer language tuitions through the Site are vetted by Party B through interviews and other screening processes as may be adopted by Party B from time to time. Party B also provides close supervision of recorded tuitions to monitor the quality of the tutors and the tuitions provided.

2. INTERPRETATION

2.1. In this T&C, including the Recitals and Schedules hereto, the following words and expressions shall have the following meanings:-

“Account”
means a User’s account on “ClassIn”, or such other online platforms and apps as designated by Party B from time to time for Party B’s provision of the Services;

“Applicable Law”
means all applicable statutes, enactments, act of legislature, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, tribunal, board, court or other quasi-judicial authority;

“Affiliates”
means in relation to a particular company, a company which controls, controlled by or under the common control with that company, where “control” means (1) the ownership, either directly or indirectly, of more than fifty percent (50%) of the voting rights in a company; or (2) the right to elect the majority of the board of directors of a company, as the case may be;

“ClassIn”
means the “ClassIn” platform which may be downloaded or accessed at this link;

“Content”
shall have the meaning given to it in Clause 8.2;

“Force Majeure”
means any circumstances including, without limitation, any suspension, termination, delay or non-performance of this T&C by Party B arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act or regulatory changes, war, fire, flood, explosion, outrage, civil commotion or industrial dispute involving a third party, imposition of any emergency, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, accident to or breakdown or outage of computers, plant or machinery, shortage of any material or ingredient, labour, transport, equipment or facilities, electricity or other supply;

“Hong Kong”
means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Intellectual Property”
means patents, rights to inventions, utility models, copyright, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Loss”
includes, in respect of any matter, event or circumstance, all direct, indirect, consequential, special, incidental, and / or punitive damages, demands, claims (including compensation claims), actions, proceedings, awards, judgments, settlements, damages, payments, interest, fines, penalties, losses, loss of profit, loss of business revenue, costs (including legal expenses), expenses (including tax), disbursements and other liabilities in any case of any nature whatsoever whether in contract, tort or otherwise;

“On-line Registration Form”
means the application form (in such form and format as absolutely decided by Party B from time to time) completed and submitted by Party A to Party B in order to subscribe for any of the Services;

“Personal Information”
means any information pertaining to or about an identifiable individual, including those provided by the Users through the Site;

“Privacy Policy”
means the privacy policy in relation to Party A’s use of the Site as implemented, amended or varied by Party B from time to time;

“Representatives”
means the directors, officers, managers, employees, consultants and agents of a Party from time to time;

“Services”
means the services provided by Party B to Party A, including but not limited to the access to the Site for various functions made available to the Users thereon from time to time, including (1) connecting the Users with language Tutors through the Site; (2) allowing Users to make purchase for language tuitions on the shopping page of the Site; (3) arranging and scheduling language tuitions (including any trial tuition, if available) for the Users; and (4) providing other related after-sale services, and as varied, amended or revised by Party B from time to time in accordance with this T&C;

“Site”
refers to the platform “LINGUABOX” operated and maintained by Party B for the provision of the Services which can be accessed at www.linguaboxgroup.com, or other websites, social media pages, or apps maintained by Party B relating to the aforesaid websites;

“Tutor”
means a language tutor who may be connected with the Users through the Site for provision of the Services;

“User”
means an individual who accesses, visits or uses the Site; and

“User Submissions”

shall have the meaning given to it in Clause 8.6.

2.1. “Party A” and “Party A’s” when used in this T&C includes:-

(a) any person who accesses the Site; or

(b) any person for whom Party A allows access to the Site, regardless of whether any use of the Services is made through the Site.

2.2. References to a “person” shall include any person, body corporate, association, entity or partnership. References to a “company” shall include any body corporate (wherever incorporated or formed).

2.3. References to “Clauses” and “Schedules” are to Clauses in and the Schedules to this T&C. Unless the context requires otherwise, the Recitals and Schedules to this T&C form part of this T&C.

2.4. Words importing the singular shall include the plural and vice versa and words referring to a particular gender shall include each and every gender.

2.5. Headings in this T&C are inserted for convenience only and shall not affect the construction of this T&C.

2.6. A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts; provided that, as between the Parties, no such amendment or re-enactment shall apply for the purposes of this T&C to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party.

2.7. A reference to writing or written includes e-mail.

2.8. A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of this T&C) at any time.

2.9. Any phrase introduced by the terms “including”, “include”, “in particular “or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

3. GENERAL TERMS OF SERVICE

3.1. The Site provides a venue for the Users to connect with the Tutors and provides the Users with access to various language tuition-related services available thereon subject to the provisions of this T&C, including but not limited to the access to the Site for various functions made available to the Users thereon from time to time, including (a) connecting the Users with language Tutors through the Site; (b) allowing Users to make purchase for language tuitions on the shopping page of the Site; (c) arranging and scheduling language tuitions (including any trial tuition, if available) for the Users; and (d) providing other related after-sale services. Party A agrees, acknowledges and consents that language tuitions attended by him may be recorded by Party B for monitoring the quality of the Tutors and the tuitions provided, and be shared with the parents or guardians of Party A upon their request and be used by Party B for promotional purposes.

3.2. In order to have full access to the Services, Party A may be required to first register by completing and submitting the On-line Registration Form to Party B in accordance with any instruction of and to the satisfaction of Party B, and to download ClassIn, or such other online platforms or apps as designated by Party B from time to time, and open and maintain the Account. Party B shall have the sole and absolute discretion to reject any registration application of Party A if it is in the opinion that Party A is not fit for registration.

3.3. Subject to the provisions under this T&C, Party B may either offer to provide the Services by itself or through other third parties operators or service providers chosen at its sole and absolute discretion. The language tuitions purchased by Party A on the Site shall be solely for his own use subject strictly to the provisions of this T&C, and not for the use or benefit of any other third party unless otherwise agreed by Party B. Party B may change, suspend or discontinue any Service at any time, including the availability of any feature, database or content thereon, and may also impose limits or conditions on certain Services or restrict Party A’s access to any part or all of the Services without notice or liability as it sees fit in its sole and absolute discretion.

3.4. If Party B agrees to grant Party A access to the Site and / or the Content, such access shall be non-exclusive, non-transferable and limited license(s) to access the Site in accordance with this T&C. Party B may, at its sole and absolute discretion and at any time, without prior notice to Party A, amend, remove or alter the presentation, substance or functionality of any part or all of the Content from the Site.

3.5. Party B does not guarantee that the Site and the Services will always be available or uninterrupted. Party A confirms and acknowledges that the Site may be temporarily closed or that the Services may be temporarily suspended from time to time for maintenance or other purposes as Party B sees necessary in its sole and absolute discretion. In such circumstances, Party B shall not be liable to Party A if for any reason the Site or the Services are unavailable at any time or for any period.

3.6. Party A shall be responsible for making all arrangements necessary for him to have access to the Services and the Site. Subject to Clause 3.3, Party A shall also be responsible for ensuring that all persons who access the Services through internet connection and his Account are aware of this T&C, the terms and conditions in relation to his use of ClassIn or such other online platforms or apps as designated by Party B from time to time for Party B’s provision of the Services (if applicable), and other applicable terms and conditions for the Services and comply with them. Party B reserves the rights to claim, bring any action or to pursue any other right or remedy it may have under the Applicable Laws against Party A in respect of the breach of any person to whom Party A allows access to the Site or his Account.

3.7. Party B may revoke Party A’s rights to link to the Site or the Services at any time as it sees fit at its sole and absolute discretion.

4. PURCHASE AND BOOKING OF LANGUAGE TUITIONS

4.1. Party A may purchase language tuitions offered by Party B on the Site. Notwithstanding other provisions under this T&C, all language tuitions purchased shall be attended by the Users within such time period as specified on the Site regarding the relevant language tuitions (the “Valid Period”), or eight (8) months from the time of the purchase if the Valid Period of the relevant language tuitions is not specified on the Site, and thereafter, any purchased but unattended language tuition will be forfeited in full without any refund. The language tuitions purchased cannot be transferred, sold or assigned to any other person or to another Account of the same User, unless with the express and written consent of Party B.

4.2. After purchasing any language tuition on the Site, Party B will try to match and connect Party A with a Tutor for providing the language tuition with reference to the availability of Party A and the available Tutors. Party A agrees and acknowledges that Party B’s provision of the language tuition is subject to the then availability of the Tutors, and that Party B provides no guarantee to offer the language tuition at such time and date or by such Tutor as chosen by Party A. Party B has the sole and absolute discretion to assign any Tutor as it sees fit for offering the language tuition to Party A, or to assign any substitute Tutor at any time as it sees fit for offering the relevant language tuition to Party A in place of the assigned Tutor.

4.3. Any language tuition must be reserved and confirmed at least twenty four (24) hours in advance of the date and time of the relevant tuition. Tuitions booked by Party A (including tuitions subject to the “Money-back Guarantee” under Clause 4.11) may not be transferred, sold or assigned to any other person or to another Account of the same User, unless with the express and written consent by Party B.

4.4. At the beginning of each tuition, the Tutor may require Party A to provide his identification document for identity verification purposes.

4.5. Party B shall not be held liable in anyway for the language tuitions provided by the Tutors through the Site including any term, condition, warranty or representation associated with such dealings not specifically given in this T&C. Save and except as otherwise provided for under this T&C, Party A’s interactions with organizations and / or individuals found on or through the Site including but not limited to the Tutors, are solely between Party A and such organizations and / or individuals and Party B shall not be held liable in respect of the same in anyway.

4.6. Subject to Clause 4.1, if a tuition booked by Party A is canceled by the Tutor and / or Party B, Party B will notify Party A as soon as reasonably practicable and arrange another timeslot in respect of the canceled tuition, and Party A shall have no further legal recourse against the Tutor and / or Party B for the cancellation of the tuition.

4.7. Party A shall give prior written notice to Party B of at least three (3) hours in advance of the relevant tuition should he be unable to attend the same. Failing which, the relevant tuition will be counted as delivered in its entirely and be charged accordingly without any refund.

4.8. Tuitions booked by Party A shall begin and end on time in accordance with the timeslot agreed by the Parties. If Party A fails to attend the booked tuition at the agreed time, Party B has no obligation to extend the length of the tuition for recuperating the time difference.

4.9. Party B reserves the right to reject and cancel booking of language tuitions or purchases of any language tuition in violation of this T&C or any Applicable Law at its sole and absolute discretion.

4.10. Party A may contact Party B if he has any enquiry or complaint in respect of the use of the Services. In no event may Party A directly contact the Tutors for any enquiry, issue or complaint in relation to the Services, and otherwise any interaction between Party A and the relevant Tutor in this regard is solely between Party A and the relevant Tutor and Party B shall not be in anyway held liable for any discussion and agreement made (if any) arising from such interaction.

4.11. Subject to other additional terms and conditions as specified on the Site at the time of purchase, Party B provides a “Money-back Guarantee” to first-time Users on their first purchase of the language tuitions, which is not available to other existing or recurring Users or some promotional language tuitions as specified on the Site. Party B will, upon the written request of the Users, process refund in respect of the language tuitions that are eligible for the refund by cheque of eighty percent (80%) of the purchase price of the relevant tuitions not attended by Party A at the time when the “Money-back Guarantee” is requested by Party A. Party A agrees to provide such document and information as may be requested by Party B for processing his request for the purposes of “Money-back Guarantee”, and Party A agrees and acknowledges that Party B may not and has no obligation to process Party A’s requests if he fails to provide any such document and information as requested by Party B.

5. FEE AND PAYMENTS

5.1. The price of the language tuitions or the Services as shown on the Site is in the currency stated on the Site at the time immediately prior to the purchase and is exclusive of taxes, and any tax arising from or associated with the transactions as contemplated under this T&C shall be solely borne by Party A. Party A acknowledges that the price and the minimum purchase quantity of the language tuitions or the Services may be subject to change at any time and from time to time. Party A further acknowledges that the currency exchange rate adopted by the Site is computed based on various sources on the public domain and is updated from time to time but may not be updated on a regular basis. Party B shall have no responsibility and shall not be held liable for any inaccuracy or untimeliness of the currency exchange rated adopted by the Site in any event.

5.2. All fees for the language tuitions or the Services are non-refundable once paid unless otherwise specified under this T&C.

5.3. Party B reserves the right to require payment of fees or charges for any Service offered by it on the Site. Party B also reserves the right to change, amend, modify or increase its fees or charges for any Service at any time, upon notice to Party A. Any change to the fees or charges will be posted on the Site no later than fifteen (15) calendar days before the relevant changes take effect. Party A’s use, or continued use, of the Services offered by Party B following such notification constitutes his acceptance of any new or revised fees or charges.

5.4. Party A agrees to promptly pay all fees associated with or incurred by the Services received by him as they fall due (if any) in payment methods acceptable by Party B.

5.5. If a payment cannot be successfully settled due to any reason including but not limited to expiration of Party A’s credit card, insufficient funds in his credit card or bank account or otherwise, Party B may, at his sole and absolute discretion, not to process or cancel the relevant purchase without any prior notice.

5.6. Party B shall not be responsible for any Loss of Party A that may occur during payment through third-party owned or operated software or programs, including but not limited to ClassIn.

6. REPRESENTATIONS AND WARRANTIES

6.1. By visiting, accessing or using the Site, Party A confirms, represents and warrants to Party B that:-

(a) he has attained the minimum age required under the Applicable Laws to enter into and be bound by this T&C, or has obtained the consent of his parents or guardians to enter into and be bound by this T&C;

(b) he has the full power and authority to enter into, perform his obligations under this T&C and be bound by this T&C in its entirety;

(c) the obligations stipulated under this T&C shall be binding on him from the time when he has access to the Site, regardless of whether Party A has registered for an Account or made any purchase on the Site;

(d) the performance by him of his obligations under this T&C will not result in any breach of the Applicable Laws (including the regulations of his country of residence);

(e) he has and will provide Party B with accurate, true, complete and updated information during registration or in the course of using the Site and / or the Services;

(f) he will not provide access to his Account to any other third party;

(g) he will keep its contact information up to date and inform Party B of any change to such information in a timely-manner;

(h) all funds paid or to be paid by him in the future using or through the Site are not and will not be the direct or indirect proceeds of any criminal or fraudulent activity;

(i) he will not post or upload any materials to the Site which may or is alleged to infringe any Applicable Law, statute, ordinance or regulations and that all the materials so publicly posted or privately transmitted through the Site is at the sole responsibility of Party A and Party B shall not be liable for any error or omission in any such content;

(j) he shall not (i) sell or resell any products, services or reservation obtained from or via the Site; or (ii) use the Site for commercial or competitive activity or purposes, or for the purpose of making speculative, false or fraudulent bookings or any reservation in anticipation of demand;

(k) he will not transmit, post, distribute, store or destroy material in violation of any Applicable Law or regulation on the Site, including but not limited to laws or regulations governing the collection, processing, or transfer of the Personal Information, or making Party B to be in breach of the Privacy Policy, any other privacy policy implemented by Party B in respect of the other Users’ use of the Site;

(l) he will not violate or attempt to violate the security of the Site including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

(m) he will not post any content or material that promotes or endorses false or misleading information or illegal activities, or endorses or provides instructional information about illegal activities or other activities prohibited by this T&C;

(n) he is not located in, or resident of, any jurisdiction where the provision or use of the Site to him would be contrary to any Applicable Law, rules or regulations of any governmental authority or regulatory organization or where Party B is not authorized to provide the Site and / or the Services;

(o) he will not post or upload any materials to the Site which may or is alleged to be harmful, fraudulent, deceptive, threatening, abusive, harassing, inciting or advocating harassment, tortious, defamatory, vulgar, obscene, libelous, offensive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or include any link to pornographic, indecent or sexually explicit material of any kind, or otherwise objectionable by any individual, body corporate, association, entity or partnership, as determined in the sole and absolute discretion of Party B;

(p) he will not post or upload any material to the Site which may or is alleged to involve commercial activities and / or sales without Party B’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

(q) he shall remain solely responsible for all User Submissions uploaded, posted, emailed, transmitted, or otherwise disseminated using, or in connection with, the Site by him;

(r) he shall be solely responsible for his own User Submissions and the consequences of posting or publishing all of his User Submissions on the Site, and that (i) he owns or has the necessary rights, licenses, consents, releases and / or permissions to use and authorize Party B to use all copyright, trademark or other proprietary or Intellectual Property rights in and to any User Submission to enable inclusion and use thereof as contemplated by the Site and this T&C; and (b) neither the User Submissions nor his posting, uploading, publication, submission or transmittal of the User Submissions or Party B’s use of the User Submissions, or any portion thereof, on or through the Site and / or the Services will infringe, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or Intellectual Property rights, or rights of publicity or privacy, or result in the violation of any Applicable Law, rule or regulation;

(s) he will not attempt to (i) interfere with the service to any other User of the Site, host or network, including, without limitation, via means of submitting a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program to the Site, or overloading, “flooding”, “spamming”, “mailbombing” or “crashing” the Site; (ii) impersonates any person or entity, including but not limited to any employee or representative of Party B; (iii) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other User of the Site; (iv) violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity; (v) run maillist, listserv, or any other form of auto-responder, or any process that run or are activated while Party A is not logged on to the Site, or that otherwise interfere with the proper working of or place an unreasonable load on the Site’s infrastructure; (vi) use manual or automated software, devices, or other processes to “crawl”, “scrape”, or “spider” the Site; or (vii) decompile, reverse engineer, or otherwise attempt to obtain the source code of the Site;

(t) he will not use the Services or the Site for any unlawful purpose or any illegal activity;

(u) he has not previously been suspended or removed from using the Site;

(v) he shall be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with his activity in connection with using the Site and / or the Services;

(w) he will comply with all of the Applicable Laws when discharging his obligations under this T&C;

(x) he has read, understood and agree to the Privacy Policy; and

(y) he will comply with all the terms and conditions in relation to his use of ClassIn or such other online platforms or apps as designated by Party B from time to time for Party B’s provision of the Services (if applicable), and any privacy policy in relation to his use of these online platforms or apps.

6.2. Party B reserves the right to remove any User Submission from the Site or any material of Party B at any time, for any reason including but not limited to, receipt of claims or allegations from third parties or authorities relating to such User Submission or if Party B is concerned that Party A may have breached any of the preceding representations, warranties or undertakings as determined at its sole and absolute discretion.

6.3. Without prejudice to the generality of Clause 7, if Party B considers that a warranty under Clause 6.1 has been breached, is untrue or misleading or that Party A has breached any other term of this T&C, Party B may (without prejudice to any other rights it may have in relation to the breach) restrict Party A’s access to the Site, or to instruct the relevant service provider to suspend, modify, deactivate or terminate his Account and this T&C vis-à-vis Party A in accordance with Clause 7.3.

7. VERIFICATION, SECURITY AND SUSPENSION OF ACCOUNT

7.1. Party A hereby authorizes Party B, directly or through its third party service providers, to take any measure that it considers necessary to verify the identity of Party A, confirm the information submitted by Party A, and to take any action as Party B deems necessary for carrying out the Services. Party B also reserves the right to require Party A to provide additional information to Party B or undergo a background check against Party A prior to Party A being authorized as a User or at any point thereafter in accordance with any Applicable Law.

7.2. Party A agrees to be solely responsible for maintaining the security and confidentiality of his Account. Party B is not responsible or liable for any unauthorized use of the Account of Party A and any Loss of Party A resulting therefrom. Party A shall promptly inform Party B of any suspected security breach related to the use of the Services using Party A’s Account.

7.3. Party A agrees that Party B shall have the right to restrict Party A’s access to the Site and his use of any of the Services notwithstanding Party A’s due payment of the fee of the language tuitions or Services until a thorough investigation has taken place to the satisfaction of Party B (whether on a temporarily or on an indefinite basis), or to instruct the relevant service provider to suspend, modify, deactivate or terminate the relevant Account, and / or terminate this T&C in the following circumstances:-

(a) Party A is suspected of being in breach of any of the provisions of this T&C or any Applicable Law;

(b) Party A is suspected of being in breach of any of the provisions of the Privacy Policy;

(c) Party A is suspected of creating a security vulnerability to the Site and other Users or causing harm to the Site, Party B, other Users, any Tutor or other third parties through the Site;

(d) Party A engages or has engaged in fraudulent, unsafe, deceptive or wrongful conduct or business practices, or acts in a manner that is detrimental to the image or goodwill of Party B;

(e) Party B is required to do so by a regulatory or governmental body, court order, facially valid subpoena, binding order of a regulatory or governmental authority or any Applicable Law;

(f) the Account of Party A is subject to any pending litigation, investigation or governmental proceeding; or

(g) for any other reason that Party B may reasonably conclude,

and in the events of deactivation or termination of his Account or termination of this T&C, Party A agrees to forfeit any fee already paid by it for the purchase of the language tuitions or other Services prior to the termination and any such fee already paid by Party A shall be non-refundable.

8. INTELLECTUAL PROPERTY

8.1. The Site, the domain name, subdomains, features, contents, logos, product and service names, trademarks, and application services offered by Party B in connection therewith are owned and / or operated by Party B and Party B shall retain ownership of any and all right, title and interest of the content so owned and / or operated by Party B.

8.2. All materials displayed or performed on the Site or used in the course of delivery of the Services (for instance, the tuition materials) including but not limited to copyright, text, data, graphics, articles, photographs, images, illustrations, video, audio, programming, software, software code, propriety technology and other materials (the “Content”) are protected by copyright and / or other Intellectual Property rights. The Site and the Content are intended solely for Party B’s delivery of the Services and its business, and Party A’s personal and non-commercial use of the Services. Party A may only use the Content in accordance with this T&C.

8.3. Party A shall (a) not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, display, or in any way exploit, any part of the Site and the Content, software, materials, or the Services in whole or in part; (b) only download or copy the Content (and other items displayed on the Site or related to the Services) for personal and non-commercial use only and only with the express permission of Party B, provided that Party A maintains all copyright and other notices contained in such Content; (c) not store any significant portion of any Content in any form; and (d) observe and comply with any usage agreement of such Content (if any). Copying or storing of any Content by Party A other than personal and noncommercial use is expressly prohibited without prior written permission from Party B.

8.4. Party A shall abide by all copyright notices, trademark rules, information, and restrictions contained in the Site and the Content, and shall not, unless otherwise permitted under this T&C and by Party B, use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, create derivative works from or otherwise exploit for any purposes whatsoever the Site or the Content or third party submissions or other proprietary rights on the Site in any manner, without the express consent of Party B and the respective owners, or in any way that violates any third party rights.

8.5. Unless otherwise specified, nothing contained in this T&C shall be construed as granting any license to or right to use any of the Intellectual Property on the Site and the Content without Party B’s consent. Any unauthorized use of such Intellectual Property is strictly prohibited and Party B reserves the right to take appropriate action in the event of any unauthorized use of the relevant Intellectual Property.

8.6. In the course of accessing the Site or using the Services, Party A may provide information which may be used by Party B, other third parties service providers, operators and / or the Tutors in connection with the Services including but not limited to any comment, enquiry, opinion, recommendation or thought (whether provided by way of email, posting to the Site or otherwise or during the tuitions). Subject to the Applicable Laws, Content so submitted by Party A and the video recording under Clause 3.1 will be considered non-confidential and Party B is under no obligation to treat such content as proprietary information. Party A acknowledges and agrees that by posting or sharing such information or content on the Site or otherwise providing content, materials or information (including during language tuitions) to Party B, other third parties service providers, operators and / or the Tutors, in connection with the Services (the “User Submissions”), Party A agrees to (a) grant to Party B a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sub-licensable and transferable right to, subject to this T&C, use and fully exploit such User Submissions, including all related Intellectual Property rights subsisted thereon, in connection with providing the Services and operating the Site and Party B’s business, including but not limited to the promotion and redistribution of part or all of the Services and derivative works thereof in any media formats and through any media channels; (b) authorize Party B to use his personal data in accordance with the Privacy Policy in effect from time to time and the Applicable Laws including the Personal Data (Privacy) Ordinance (Cap.486 of the laws of Hong Kong); (c) grant Party B the right to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions; (d) allow Party B to reformat, modify, create derivative works of, excerpt, and translate any User Submission submitted by him; (e) allow Party B to claim, bring any action or to pursue any other right or remedy under the Applicable Laws in the event of any infringement, misappropriation or violation of his or Party B’s proprietary, Intellectual Property or other rights in any User Submission; and (f) waive any moral right in respect of the Intellectual Properties that subsist in such User Submissions and waive any claim against Party B in respect of such User Submissions.

9. COMMUNICATION

9.1. Party A agrees and consents that Party B may communicate with it by any mean as Party B sees fit, including through the contact information provided by Party A from time to time. Delivery of any notice, by Party B through the contact information of Party A on record shall be considered valid notice. If any notice is returned as undeliverable, Party B may instruct the relevant service provider to block Party A’s access to his Account until he provides and confirms updated contact information to Party B.

9.2. Party A must keep his contact information up to date and inform Party B of any change to such information in a timely-manner.

10. INDEMNIFICATION

10.1. Party A shall indemnify and hold Party B, its Affiliates, business partners, Tutors, officers, directors and employees harmless from, including but not limited to all damages, settlements, claims, causes of action, suits, debts, Losses, costs or expenses (including reasonable legal fees), judgments, liabilities or demands made by any third party due to or arising out of Party A’s access to the Site, use of the Site, his violation of this T&C, his violation of the terms and conditions in relation to his use of ClassIn or such other online platforms or apps as designated by Party B from time to time for Party B’s provision of the Services (if applicable) and any related privacy policy, or the infringement of any Intellectual Property or other right of any person or entity by Party A or any third party using his Account.

10.2. Party A acknowledges and agrees that Party B shall not be responsible in law or otherwise for any other User, Tutor or service provider (including the service provider of ClassIn), or for any of the conduct, actions or failure to act of any other User, Tutor or service provider, and that Party B assumes no responsibility with respect to the conduct, actions or failure to act of any User, Tutor or service provider (including but not limited to any infringement of Intellectual Properties by the Tutors).

10.3. Party B may, if necessary, participate in the defense of any claim or action and any negotiations for settlement. Party A has no right and shall not make any settlement that may adversely affect the rights or obligations of Party B without Party B’s prior written approval. Party B reserves the right, at its expense and upon notice to Party A to assume exclusive defense and control of any claim or action.

11. TERMINATION

11.1. This T&C shall remain in full force and effect while Party A uses the Site or the Services.

11.2. Party B may terminate or suspend Party A’s access to Site, the Services or instruct the relevant service provider to terminate or suspend his Account at any time, for any reason, and without notice, which may result in the forfeiture and destruction of all information associated with his Account. Party B may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if Party A breaches any of the terms or conditions of this T&C.

11.3. Any waiver by Party B of a breach of any provision of this T&C by Party A shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.

11.4. The rights to terminate this T&C given by this Clause 11 shall be without prejudice to any other right or remedy of Party B in respect of the breach concerned (if any) or any other breach by Party A.

11.5. Upon termination of this T&C and Party A’s Account, his right to use the Services and any Content shall immediately cease unless otherwise allowed by Party B. All provisions of this T&C which, by their nature, should survive termination, shall survive termination, including but not limited to ownership provisions, warranty disclaimers, and limitations of liability.

11.6. If this T&C is terminated as a result of Party A’s breach, Party B reserves the right to cancel any unattended language tuition Party A may have purchased prior to the termination, without any refund or liability to Party A.

12. RELATIONSHIP

12.1. Party B has no special relationship with or fiduciary duty to Party A for accessing and using the Site and the Content. Party A acknowledges that Party B has no control over, and no duty to take any action regarding:-

(a) which persons gain access to the Site;

(b) what content Party A accesses via the Site;

(d) how Party A may interpret or use the Content; and

(e) what actions Party A may take as a result of having been exposed to the Content.

12.2. By using the Site Party A acknowledges and agrees that:-

(a) Party B is not acting as its broker, intermediary, agent or adviser or in any fiduciary capacity; and

(b) no communication or information provided to Party A by Party B shall be considered on construed as advice.

12.3. Nothing about the Services or the relationship between the Parties under this T&C shall constitute or be deemed to create a partnership, joint venture or principal and agent or other similar relationship between them and neither of the Parties will have any authority to bind the other.

13. DISCLAIMER

13.1. The Site, including all content, software, functions, materials and information made available on or accessed through the Site, the Services, and the products and services provided by the Tutors are provided on a strictly "as is", “where is” and “where available” basis. To the fullest extent permissible by the Applicable Laws, Party B makes no representations or warranties of any kind, either express or implied, including but not limited to the content on the Site or the materials, information and functions made accessible through the Site, for any of the Services, tuitions provided by the Tutors or hypertext links to third parties or for any breach of security associated with the transmission of sensitive information through the Site, or for the Tutor’s ability, fitness for a particular purpose, non-infringement, or that the use of the Services will be uninterrupted or error-free.

13.2. Party A acknowledges and agrees that:-

(a) Party A shall not hold or seek to hold Party B responsible for the content (including any tuition material), online platforms or apps (including but not limited to ClassIn) provided by any Tutor or third party;

(b) Party B cannot guarantee the identity of any other User with whom Party A may interact with in the course of using the Site;

(c) Party B cannot guarantee the authenticity, accuracy, completeness, timeliness, noninfringement, merchantability, or fitness for a particular purpose, of the Site, the Services, the tuitions provided by the Tutors, or any content, materials, information, online platforms or apps (including but not limited to ClassIn) which other Users, or other third party service providers may provide. All Content accessed by Party A using the Site is at Party A’s own risk and he shall be solely responsible for any damage or Loss to any party resulting therefrom;

(d) Party B shall not be responsible for the operation of the Site and / or any network(s) that support the operation of the Site, and that Party B makes no guarantee of the functionality, security or availability of the Site and / or networks;

(e) Party B does not have any ability and shall not be responsible to prevent or mitigate cyberattacks on the Site and Party B reserves the right in its sole and absolute discretion to take all commercially reasonable actions in such an event as it sees fit;

(f) the internet in general contains unfiltered materials of which may be offensive to him and he shall access to such materials at his own risks and Party B has no control for or responsibility over such materials;

(g) the Site may consist of error and correction of any defect in the Site by Party B may be necessary from time to time;

(h) any transmission to and from the Site is not confidential and Party A’s communications may be read or intercepted by other third parties. Party A further acknowledges and agrees that by submitting communications to Party B and by posting or sharing information on or through the Site, no confidential, fiduciary, contractually implied and no other relationship is created between the Parties other than pursuant to this T&C;

(i) Party B cannot guarantee accuracy of the information on the Site and the information delivered by the Tutors to Party A during the tuitions and shall not be liable to Party A or any third party for:-

(i) the accuracy, completeness, timeliness or correct order of such information;

(ii) any Content, including but not limited to any error or omissions in any Content, or any Loss or damage of any kind incurred in connection with the use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Site or the Services;

(iii) any change or update to this T&C, including without limitation, to the fees of the language tuitions or the Services, whether with or without notice;

(iv) any decision Party A makes or action it takes, whether by relying on any of the information on the Site or not; and

(v) any law, rule, regulation, action, enforcement or order under the Applicable Laws that makes the execution, delivery of, and performance by Party A of his obligations under this T&C illegal or impermissible;

(j) Party A shall be responsible for all of his activity, action, language and behaviour in connection with using the Site and / or the Services;

(k) in no event shall Party B, its Affiliates, its business partners, Tutors, officers, directors and / or employees be liable to Party A or other third parties for any Loss arising from or out of, based on, or resulting from:-

(i) this T&C;

(ii) the existence, furnishing, functioning or Party A’s or any third party’s use of the Site and / or the Services;

(iii) any actual or attempted communication or transaction between the Users and the Tutors, in each case, even if Party B has been advised of the possibility of such damages;

(iv) any act or omission in connection with Party A’s access to the Site and / or use of the Services;

(v) any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including (to the extent permissible by law), but not limited to, those arising from the negligence or recklessness of the Parties and / or their Representatives, or contingencies beyond their control in procuring, compiling, interpreting, computing, reporting, or delivering the Site, the Services or the information therein;

(vi) any transmission of any viruses, spyware, worms, trojan horses or other malware which may infect a User’s equipment;

(vii) any system disruptions or malfunctions or system failure, which prevents Party B from fulfilling its obligations under this T&C (including but not limited to any failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems);

(viii) any unauthorized access, theft, operator errors, hacks, cyber-attacks, spoofing, phishing or other attacks;

(ix) any breach of this T&C by Party A or a third party;

(x) any dealing between Party A and organizations and / or individuals found on or through the Site including but not limited to the Tutors unless otherwise specified in this T&C, and any dispute between participants on the Site, or between Users and any third party. Accordingly, in the event where Party A has a dispute with one or more other Users, Tutors or third parties, Party B, its Affiliates, its business partners, officers, directors, employees, agents, and successors in rights shall be released from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes;

(xi) any employee strikes or other labour disputes; and / or

(xii) any act, condition or cause beyond Party B’s reasonable control (including any Force Majeure event),

and these limitations and exclusions apply without regard to whether the damages arise from: (i) breach of contract; (ii) breach of warranty; (iii) strict liability; (iv) tort; (v) negligence; or (vi) any other cause of action, to the maximum extent that such exclusion and limitations are not prohibited by the Applicable Laws; and

(l) the Site may link to other websites, software or services operated by or with content provided by third parties, and such other websites, software or services may link to the Site. Party B may also provide the Services through online platforms or apps provided by third party service providers (including but not limited to ClassIn). Party B does not own and has no control over any such other websites, software, online platforms or apps, their contents or the services accessible through such a third party website, software, online platform or app, and shall have no liability arising out of or related to such websites, software, online platforms or apps or their contents. The existence of any such links or provision of the Services through any such online platforms or apps does not constitute an endorsement or recommendation by Party B of such websites, software, online platforms or apps, the contents, information, products, advertising or other materials available thereon, or the operators of the websites, software, online platforms or apps. When Party A accesses these third party websites, software, online platforms or apps, he does so at his own risk. Party B has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any such third party websites, software, online platforms or apps. In addition, Party B will not and cannot monitor, verify, censor or edit the content of any such third party website, software, online platform or app. Party B also makes no guarantee that the files available for downloading through such websites, software, online platforms or apps shall be free from infection, viruses or other codes that may contaminate or destroy the properties in Party A’s electronic devices. Party A shall be responsible for implementing adequate procedures and security measures in his electronic devices against any possible infection, viruses or other codes in his course of using the Site. By using the Services, Party A also expressly relieves and holds Party B harmless from any and all liability arising from his use of any such third party website, software, online platform or app.

13.3. If Party A is dissatisfied with the Site and the Services, disagree with any part of this T&C, or has any other dispute or claim with or against Party B or another Users of the Site with respect to this T&C or the Site, the sole and exclusive remedy against Party B which Party A might have is to discontinue his use of the Site and the Services. In any event, to the fullest extent permissible by the Applicable Law, the liability of Party B and its Affiliates, to Party A arising out of or in connection with the Site is limited to the sum paid by Party A for the products or services complained of in the aggregate for all claims in any circumstance.

13.4. The provision of the Services by Party B is at all times subject to all legislative and regulatory changes or actions within Hong Kong or in the Applicable Laws. Party B shall not be liable for any such change or action at any time.

14. AMENDMENTS

14.1. Party B reserves the right, at its sole and absolute discretion, to change or modify any part of this T&C at any time without prior notice. Party B will post the changes to or modifications of this T&C on the Site and / or to notify Party A through the communication means provided by him if it changes or modifies this T&C, and will indicate the date on which this T&C was last revised.

14.2. Party A’s continued use of the Site after any changes or modifications to this T&C constitutes his acceptance of the revised T&C. If Party A does not agree to abide by the revised T&C, he shall not use or access or continue to use or access the Site and the Services. It is Party A’s responsibility check the Site on a regular basis to ascertain if there is any change to this T&C and to review such changes.

14.3. Party A shall be subject to any additional term applicable to the Services that may be posted on the Site from time to time relating to the Services and the Privacy Policy adopted by Party B from time to time. All such terms are hereby expressly incorporated by reference in this T&C.

15. THIRD PARTIES’ RIGHTS

15.1. Neither this T&C nor any document issued pursuant to this T&C shall confer any benefits on any third parties.

15.2. No third party may enforce any term of this T&C or of any provision contained in any document issued under this T&C.

15.3. The provisions of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong) are hereby expressly excluded from this T&C and any other documents issued pursuant thereto.

16. FORCE MAJEURE

16.1. Notwithstanding any other provision of this T&C, Party B shall not be deemed to be in breach of this T&C, or otherwise be liable to Party A, for any delay in performance or the non-performance of any of its obligations under this T&C, to the extent that the delay or non-performance is due to any Force Majeure, and the time for performance of that obligation shall be extended accordingly.

17. JURISDICTION

17.1. This T&C shall be governed by the laws of Hong Kong. The Parties agree to submit to the non-exclusive jurisdiction of the Hong Kong court.

18. MISCELLANEOUS

18.1. Party A shall from time to time execute and deliver or cause to be executed and delivered all such further documents and instruments and do or cause to be done all further acts and things as Party B may, from time to time reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this T&C.

18.2. The insertion of headings into this T&C as well as the division of this T&C into sections and subsections is for convenience of reference only and is not to affect the construction or interpretation of this T&C.

18.3. Failure or delay in exercising a right will not constitute a waiver of that right. No Party will be deemed to have waived the exercise of any right that it holds under this T&C unless such waiver is made in writing.

18.4. If any provision of this T&C is determined to be unenforceable for any reason, such portion of this T&C will be severed and the remaining provisions will continue in full force and effect without impairment.

18.5. Unless otherwise specified, this T&C constitutes the entire agreement between the Parties in relation to the subject matter therein.

18.6. The rights and obligations hereunder may not be assigned by Party A without the prior written consent of Party B, which consent may be withheld in the sole and absolute discretion of Party B. Any attempt to assign any of the rights, duties, or obligations of Party A without such written consent from Party B will be considered void and Party A will remain responsible and obligated for and under this T&C.

18.7. This T&C have been drafted, and shall be construed, in the English language. Any translation of this T&C is solely for reference only. In the event of inconsistency between the English language version and a translated version, the English language version of this T&C shall always prevail.

**The terms and conditions of this T&C shall be accepted by Party A on the date where Party A accesses to the Site.**