Please read these Terms of Service (hereinafter - the "Terms”) carefully before using the StudyUnite Platform and/or Services (as defined below). If you do not accept these Terms in their entirety, including the agreement to arbitrate on an individual basis any claims between you and Study Unite Limited. (referred to as "StudyUnite”, "we”, and "us”), a corporation registered and organized under the laws of Hong Kong, you must not access or use the StudyUnite Platform.

1. GENERAL INFORMATION

1.1. Terms of Service

These Terms describe the terms and conditions applicable to your access and use of the website, located at https://www.studyunite.online, and its sub-domains (the "Website”), related mobile device application, and software (collectively with the Website, the "StudyUnite Platform”).

Use of the Services is subject to these Terms and any other rules or policies published on the Website or otherwise made available to you by StudyUnite.

These Terms, as well as Refund and Payment Policy, Privacy Policy, Cookie Policy, and any service-specific terms as made available in the Legal center, are legally binding agreements governing the relationship between StudyUnite and any User (as defined below) or visitor of the StudyUnite Platform. As a User or a visitor of the StudyUnite Platform, the collection, use, and sharing of your personal data are subject to the Privacy Policy and Cookie Policy, as may be amended from time to time.

1.2. StudyUnite Services

You may access and use the StudyUnite Platform as:

• (i) a registered user seeking online learning services by using the StudyUnite Platform or other tools made available by StudyUnite (the "Learner” or "Learners”);
• (ii) a registered user providing online teaching and tutoring services via the StudyUnite Platform or other tools made available by StudyUnite (the "Tutor” or "Tutors”); or
• (iii) a visitor of the Website and StudyUnite Blog.

Throughout these Terms, "you” or "your” may refer as applicable to the Learner, the Tutor, or a visitor accessing or using any of our Services (each the "User”).

StudyUnite services include access to the StudyUnite Platform for Learners and Tutors, to connect for online teaching and tutoring services, facilitation of payments between Learners and Tutors, and customer support and related services (the "Services”). StudyUnite does not provide teaching and tutoring services. All available teaching and tutoring services on the StudyUnite Platform are provided according to the services' specific terms outlined in the Legal center.

You are responsible for obtaining and paying for any equipment and Internet service necessary to access the Services. We may alter, suspend, or discontinue the StudyUnite Platform or the Services in whole or in part, at any time and for any reason, without notice. The StudyUnite Platform may also become unavailable periodically due to maintenance or malfunction of computer equipment or other reasons. We may provide access to third party services and products from time to time or to our own products or Services. You acknowledge that the StudyUnite Platform is evolving and that the form and nature of the Services may change from time to time without notice to you.

1.3. Amendments to these Terms

We reserve the right to amend or modify Terms at any time, by posting a revised version on the Website and by notifying you through the StudyUnite Platform, or via the email address associated with you in case of material change hereto. The latest version is published on this page.

We encourage you to check this page regularly. If you do not agree with the amendments to these Terms, you have the right to terminate these Terms by discontinuing your use of the Services and providing a termination notice to StudyUnite or deleting your account. By continuing to use the Services following the amendment of these Terms, you consent to be bound by the Terms as amended.

2. OBLIGATIONS

2.1. Services Eligibility

Services are available only to and may only be used by individuals who are 18 years and older and who can form legally binding contracts under applicable law. Individuals under the age of 18 but not younger than the age of 13 can use our Services only in conjunction with and under the supervision of a parent or a legal guardian. The parent or the legal guardian shall at all times be responsible for any and all activities related to the use of the Services by the aforementioned individuals. You agree and confirm that you will not allow any individual younger than the age of 13 to use the Services.

2.2. Verification

StudyUnite may request a Tutor to provide a government-issued ID (passport, driver's license, etc.) and the documents confirming the claimed educational credentials (educational background documents, such as diplomas, certificates, etc.). The Tutor will be asked to upload a copy of the Tutor's government-issued ID and their educational document(s). As a Tutor passes the verification procedure, a special badge is added to the Tutor’s profile, and the uploaded copies of the documents get deleted from our servers.

StudyUnite does not endorse or make any representations or warranties regarding the accuracy, completeness, and reliability of any information provided by the Tutor within the verification procedure.

StudyUnite cannot confirm that each User is who they claim to be. You agree and understand that you assume all risks when using the Services, including without limitation any and all of the risks associated with any online or offline interactions with other Users.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don't know. Neither StudyUnite nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any User of the Services. StudyUnite, its affiliates, and licensors will not be liable for any claim, injury, or damage arising from or in connection with your use of the Services.

2.3. Privacy

You may use the StudyUnite Platform without providing personally identifiable information. When using the Services, you may be requested to provide your personal data. To learn more about our privacy practices, please refer to StudyUnite Privacy Policy.

2.4. Payment

Payment processing on the StudyUnite Platform is provided by third-party payment processors including, but not limited to Stripe, allowing us to:

• (a) bill the Learners in lieu of directly processing your credit/debit card information;
• (b) enable payouts to the Tutors.

For the avoidance of doubt, payment made by the Learner to StudyUnite shall satisfy the Learner's obligation with respect to the payment to the Tutor for the tutoring services provided via the StudyUnite Platform.

Please review the additional payment terms as specified in the Refund and Payments Policy.

More details on the security of your payment and billing information may be found in our Privacy Policy.

We use third-party payment processors Stripe to bill you as Learners in lieu of directly processing your credit/debit card information and Bank Transfer to enable payouts to the Tutors. Please read more on how the security of your payment and billing information is handled in our Privacy Policy.

2.5. Refund

StudyUnite strives to ensure a clear understanding of the financial relations between Learners and Tutors with respect to the Services we provide. Please check our Refund and Payment Policy to find out more about how we handle refunds. To the fullest extent permitted by law, any refunds at any time are at our sole discretion only.

3. RIGHTS AND LIMITS

3.1. Your Right to Use the StudyUnite Platform

In case you are a Learner, StudyUnite hereby grants you, on the Terms set forth herein, a nontransferable, non-sublicensable, non-exclusive, limited right to access and use the StudyUnite Platform solely for your non-commercial personal use.

In case you are a Tutor, StudyUnite hereby grants you, on the Terms set forth herein, a nontransferable, non-sublicensable, non-exclusive, limited right to access and use the StudyUnite Platform solely for the provision of the tutoring services to the Learners.

You agree not to view, copy, or procure content or information from the StudyUnite Platform by automated means (such as scripts, bots, spiders, crawlers, or scrapers), or to use other data mining technology or processes to frame, mask, extract data or other materials from the StudyUnite Platform (except as may be a result of the standard search engine or Internet browser usage) unless formally authorized by StudyUnite under separate written agreement.

You agree not to inquire about the engagement of or to engage Tutors to complete assignments, write papers, take quizzes, or otherwise do work on your behalf. Further, you agree not to use the Services for any purpose that violates the academic honesty policy or other conduct policies of your school, university, academic institution, or workplace.

No StudyUnite materials made available to you as part of the Services may be copied, reproduced, modified, republished, downloaded, uploaded, posted, transmitted, or distributed in any form or by any means without StudyUnite's prior written permission or as expressly provided in these Terms.

You may not share or transfer your account credentials with any third party.

StudyUnite may impose reasonable limits on your scope of access to the StudyUnite Platform, including limits on time or volume of information accessed or devices used to access the StudyUnite Platform, to prevent unauthorized third-party use of the Services.

All rights not expressly granted herein are reserved.

3.2. Your Account

Certain of our Services are reserved for registered users only. To become a registered user, you must create a Learner or Tutor account on the StudyUnite Platform. You agree that you are responsible for protecting your account credentials from unauthorized use, and you are responsible for all activity that occurs under those account credentials. You agree to notify us immediately if you believe that any of your account credentials have been or may be used without your permission so that appropriate action can be taken.

You may use the Website and its features without being a registered user. This shall not preclude the application of these Terms and other StudyUnite's rules and policies applicable to your use of the Website, including but not limited to when you interact with the Website.

You may not

• (i) create more than two accounts (one as a Tutor and one as a Learner) to access the StudyUnite Platform,
• (ii) share your account credentials with any third party, or
• (iii) transfer your account to any third party.

StudyUnite is not responsible for any loss or damage caused by or expense incurred by you as a result of your failure to safeguard your account credentials. You agree that you shall not rent, resell, or remarket the StudyUnite Platform or provide access to the Services to any third party.

When you create an account on StudyUnite, we may collect certain personal data directly from you, or if you create your account using a third-party service (Facebook, Google, Apple), we may collect personal data about you from the third-party service (your username or user ID associated with that third-party service). By choosing to create an account using a third-party service, you authorize us to collect the personal data necessary to authenticate your account with the third party service provider.

You may select a profile photo or connect your Google or Facebook account to be displayed within your Learner account. Please be advised that the provision of your photo is not obligatory to use our Services. You may edit your account at your sole discretion. The security of any personal data you choose to share within your account is subject to our Privacy Policy.

When you create a Tutor account, it is obligatory to provide your profile photo and the video introduction.

You may edit your account at your sole discretion. Adding more details to your Tutor account may help you get the most out of your use of the Services, for instance, find more Learners. Therefore, it is your choice whether to include additional information within your account or not, such as country, language skills, education, and work experience. The security of any personal data you choose to share within your account is subject to our Privacy Policy.

3.3. Direct Interactions

StudyUnite does not take part in direct interactions between Learners and Tutors except when we consider it advisable:

• (a) to ensure compliance with these Terms;
• (b) to improve our Services; or
• (c) as stated in our Refund and Payments Policy.

StudyUnite does not have control over the services provided by the Tutors, any reviews or ratings provided by the Learners, or any User acts and omissions.

3.4. Representations and Warranties

Tutor-Specific Representations

If you use the Services as a Tutor:

• (i) you will provide the tutoring services in accordance with these Terms and other policies set forth by StudyUnite and made available to you via email or by posting on the Website;
• (ii) you will provide the tutoring services in accordance with laws and regulations applicable in the state or country where you are providing the tutoring services;
• (iii) you are solely responsible and fully liable for any violation of any local laws and regulations that apply to your provision of the tutoring services;
• (iv) you will provide the tutoring services with reasonable care and skill and in accordance with generally recognized practices;
• (v) you have obtained all registrations, certifications, licenses, and other documentation that are required in the applicable jurisdiction for providing the tutoring services. It is your obligation to maintain the validity of all aforementioned documentation;
• (vi) you will not provide tutoring services to the Learners outside of the StudyUnite Platform, receive payments from the Learners directly, or encourage or solicit payment from the Learner directly or through any channels other than those provided by StudyUnite;
• (vii) you acknowledge and agree that StudyUnite may advertise tutoring services that you provide via the StudyUnite Platform without any additional payment or obligation to you;
• (viii) you acknowledge and agree that StudyUnite may improve the video you provided for your account. The improvements can be made by editing the video, adding the StudyUnite logo to the video, improving the quality of sound in the video, and publishing the video on StudyUnite social media accounts with adding the description and link to the Tutor's profile.

Learner-Specific Representations

If you use the Services as a Learner:

• (i) you agree to honor the commitments you make to the Tutor via the StudyUnite Platform;
• (ii) you agree that you will not circumvent or manipulate the fee structure, the billing process, or fees owed to StudyUnite or the Tutor; and
• (iii) you agree to use good faith efforts to interact with the Tutors.

3.5. Tutors' Introduction Video and Profile Photo

Tutors grant StudyUnite the rights to use Tutor's introduction video, name, and profile photo for marketing, advertising, or promotional purposes, including but not limited to publishing on social media channels, video hosting, and streaming services, such as YouTube, Vimeo, Facebook, or others, as to ensure accessibility and visibility to the Learners. You may always request to remove any introduction videos published on social media channels, video hosting, and streaming services by writing to contact@studyunite.online.

3.6. Tutors' Ranking

StudyUnite uses many pieces of information in order to show the Learner the Tutors that best match the Learner’s preferences. The order in which Tutors are displayed depends on several factors including, but not limited to, the following:

• the subject the Learner is searching for;
• the country of the Learner;
• the Learner's preferred language on the StudyUnite Platform;
• the time zone of the Learner;
• the overlap in standard business hours between the Tutor and Learner's time zones;
• the overall availability of time slots on a Tutor's calendar;
• the past performance of a Tutor in helping their Learners achieve their learning goals;
• the Tutor profile information, including its completeness and the quality of the profile photo and introduction video;
• how responsive the Tutor is to the Learners' messages;
• the Learner reviews and ratings;
• Learner's learning history on the StudyUnite Platform.

3.7. User Complaints

If a User has a complaint about Services, they should contact StudyUnite at contact@studyunite.online with the subject line 'Formal Complaint' (the "Complaint”), providing as much detail as possible about the Complaint. StudyUnite shall respond to the User confirming receipt and shall investigate the matter. Upon receiving the Complaint, StudyUnite customer support shall investigate the Complaint internally, taking into account the importance and complexity of the issue or issues raised. If the Complaint relates to a specific StudyUnite employee, another StudyUnite representative will help with the investigation in their place. StudyUnite shall respond to the User with its findings in response to the Complaint, and, where applicable, with a suggested solution.

3.8. Lesson Recording

You acknowledge and agree that, from time to time, StudyUnite may record videos of your lessons. This recording is intended solely for the purpose of ensuring the quality of the Services. Recordings will not be shared externally, used for individual targeting, or used for any sales, marketing, or other promotional purposes. By using the Services, you agree and give consent for such recordings that is gratuitous, unsolicited, and without restriction. You agree that StudyUnite may use these recordings without fiduciary or other obligation and without any additional compensation. You may opt out of any recordings of your lessons or request to remove any existing recordings by writing to contact@studyunite.online.

3.9. Referral Program

The Learners (henceforth the "Learner Referrer") and the Tutors (henceforth the "Tutor Referrer") may invite another individual who is not, and has never been, a registered user of the StudyUnite Platform (henceforth the "Referee") with a referral link. Clicking on this referral link entitles the Referee to a "Reward Points" on their initial registration via the StudyUnite Platform.

Referral links are only valid for and may be redeemed by the Referee to whom they are sent. We reserve the right to terminate any accounts found in violation and remove any credits or referral bonuses accumulated in breach of these Terms Promotional Terms and Conditions with or without notice.

Discounts and referral "Point Rewards” eligibility are determined by StudyUnite at its sole discretion, and we reserve the right to revoke a discount or referral "Point Rewards” if we determine you are not eligible. The eligibility requirements and other conditions will be disclosed when you sign-up for the Services or as otherwise communicated to you by StudyUnite. Referral "Point Rewards” are valid only for booking lessons and classes on StudyUnite, are not redeemable for cash, and may not be resold. .

3.10. Limits

While using the Services, you agree to abide by the User Code of Conduct.

4. STUDYUNITE CONTENT

Users have a personal, non-transferable, non-exclusive right to use the StudyUnite Content of the StudyUnite Platform subject to these Terms. The "StudyUnite Content” means all information, text, images, data, links, or other material accessible through the StudyUnite Platform, whether created by us or provided by a third party on or through the StudyUnite Platform.

The Content may contain typographical errors, other inadvertent errors, or inaccuracies. We reserve the right to make changes to the StudyUnite Content without obligation to issue any notice of such changes.

You may view, copy, download, and print the StudyUnite Content that is available on or through the StudyUnite Platform, subject to the following conditions:

• (a) The StudyUnite Content is available solely for your personal use. No part of the StudyUnite Platform or the StudyUnite Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose;
• (b) The StudyUnite Content may not be modified;
• (c) Copyright, trademark, and other proprietary notices may not be removed.

Nothing contained on the StudyUnite Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the StudyUnite Platform or any StudyUnite Content, except:

• (a) as expressly permitted by these Terms; or
• (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of the StudyUnite Content.

5. USER-GENERATED CONTENT

The "User-generated Content” means all comments, remarks, information, feedback, text, photographs, links, data, images, video, music, or other material that you or any User post to any part of the StudyUnite Platform or provide to StudyUnite, including such content or information that is posted as a result of surveys.

We are not responsible or liable for the conduct of Users or for views, opinions, and statements expressed in the User-generated Content submitted for public display through the StudyUnite Platform. We do not prescreen information posted online. We are acting as a passive conduit for such distribution and may not be responsible for the User-generated Content.

Any opinions, advice, statements, services, offers, or other information in the User-generated Content expressed or made available by Users are those of the respective author(s) or distributor(s) and not of StudyUnite. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such User-generated Content.

You are responsible for ensuring that the User-generated Content submitted to the StudyUnite Platform is not provided in violation of any copyright, trade secret, or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secrets, or other intellectual property rights, or any other harm resulting from your use, uploading, posting, or submission of the User-generated Content to the StudyUnite Platform. We have the right, but not the obligation, to randomly monitor, edit or remove any User-generated Content submitted on or through the StudyUnite Platform at any time.

If you believe that your intellectual property rights have been infringed, please submit your complaint to contact@studyunite.online. You may report all types of intellectual property claims, including, but not limited to, copyright, trademark, and patent claims. We respond quickly to the concerns of rights owners about any alleged infringement, and we terminate repeat infringers in appropriate circumstances.

6. LINKS TO THIRD-PARTY WEBSITES

The StudyUnite Platform may contain links to non-StudyUnite websites. These links are provided to you as a convenience and/or ancillary to the Services, and StudyUnite is not responsible for the content of any linked website. Any non-StudyUnite website accessed from the StudyUnite Platform is independent from StudyUnite, and StudyUnite has no control over that website's content. In addition, a link to any non-StudyUnite website does not imply that StudyUnite accepts any responsibility for the content or use of such a website. Use of any third-party website is subject to its terms of service and privacy policy. We request that the Users exercise caution and good judgment when using third-party websites.

7. ADVERTISEMENT

StudyUnite may run advertisements and promotions sponsored by third parties on the StudyUnite Platform. Your correspondence or business dealings with, or participation in promotions of advertisers other than StudyUnite found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser.

StudyUnite is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-StudyUnite advertisers on the StudyUnite Platform. StudyUnite may display advertisements on non-StudyUnite websites to promote the tutoring services you provide via the StudyUnite Platform and help you generate more Learner leads.

8. NO IMPLIED ENDORSEMENTS

In no event shall any reference to any third party or third-party product or service be construed as an approval or endorsement by StudyUnite of that third party or of any product or service provided by a third party. StudyUnite does not endorse, warrant, or guarantee any product or service offered by any third party and will not be a party to or in any way monitor any transaction involving any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you are responsible for exercising caution and good judgment.

9. RELATIONS BETWEEN STUDYUNITE AND USERS

Providing the Services, StudyUnite is acting as an on-demand intermediary connecting Learners and Tutors and providing the tools to facilitate the tutoring services. You acknowledge and agree that StudyUnite is a technology services provider that does not provide online tutoring services or functions as a learning school. StudyUnite does not serve as an employer of any User unless separately subject to a signed, written employment contract signed by both the User and StudyUnite.

Users may use the Services only for the provision and receipt of the tutoring services subject to these Terms. As such, StudyUnite will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, workers' compensation insurance, social security, or payroll withholding tax in connection with your use of Services. You are solely responsible for adhering to all applicable tax regulations that may apply in connection with your use of the Services.

You hereby agree to compensate StudyUnite for all state fees, claims, payments, fines, or other tax liabilities that StudyUnite will incur in connection with the obligations arising from applicable tax or other regulations not being met by you.

In all cases of use of the StudyUnite Platform, Users are acting as independent contractors and not as StudyUnite's or any other party's employee, agent, franchisee, or servant. Accordingly, you will be solely responsible for all costs incurred by you or your organization. You may not act as an employee, agent, or representative of StudyUnite nor bind any contract on behalf of StudyUnite. Where, by implication of mandatory law or otherwise, you shall be deemed an employee of StudyUnite, you hereby agree to waive any claims against us that may arise as a result of a such implied employment relationship. No User is entitled to participate in any StudyUnite vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by StudyUnite to its employees.

The Services provide connection to Tutors who are willing to be engaged by Learners as independent contractors. As independent contractors, each Tutor decides when and how often the Tutor will be available to provide the tutoring services to Learners. Each Tutor controls the methods, materials, content, and all aspects of the tutoring services. The Services allow Tutors to create subject-specific tutoring services, for a certain number of hours. Learners are responsible for selecting the Tutor suitable for their learning goals. Learners should check each Tutor's self-reported credentials, education, and experience, as well as reviews from other Learners. Each Tutor has the sole discretion to accept or decline a request for the tutoring services, as well as continue or discontinue a tutoring relationship with any Learner. Tutors may and, in fact are expected to perform the tutoring services for others or do other types of work (either as an independent contractor or employee or other) while these Terms are in effect, including with StudyUnite's competitors if desired, provided that such other activities do not result in the Tutor's violation of the Terms.

10. ASSIGNMENT

You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without StudyUnite's written consent. These Terms shall be binding and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees, and assigns.

11. FEEDBACK

You acknowledge and agree that we may provide you with a mechanism to provide feedback, suggestions, and ideas about the Services or the StudyUnite Platform (the "Feedback”). By submitting any Feedback, you provide us a written consent to use your Feedback for the improvement and promotion of the Services.

You agree that submitting a Feedback is gratuitous, unsolicited, and without restriction and will not place us under any fiduciary or other obligation and that we are free to use the Feedback without any additional compensation to you and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting your Feedback, StudyUnite does not waive any rights to use similar or related ideas previously known to StudyUnite, or developed by its employees, or obtained from sources other than you.

You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancement and modifications to the Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose, or without it in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

12. REVIEWS

You acknowledge and agree that StudyUnite may calculate a composite rating based on comments and reviews left by other Users. Tutors agree to be rated by Learners along several criteria, as suggested by StudyUnite. StudyUnite provides its automatic feedback and rating system as a means through which Users can express their opinions publicly, and StudyUnite does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to StudyUnite's attention.

You may be held legally responsible for damages suffered by other Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. StudyUnite is not legally responsible for any feedback or comments posted or made available on the StudyUnite Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable. You agree to report violations or abuses of our rating and feedback system immediately by contacting us.

13. NOTIFICATIONS

Unless you otherwise indicate in writing, StudyUnite will communicate with you by email, regular mail or by posting communications on the StudyUnite Platform. You consent to receive communications from us electronically, and you agree that these electronic communications satisfy any legal requirement that such communications be in writing.

You will be considered to have received a communication when we send it to the email address you have provided to StudyUnite within your account or when we post such communication on the StudyUnite Platform.

You should keep your email address updated in your account and regularly check this Website for postings. If you fail to respond to an email message from StudyUnite regarding the violation, dispute, or complaint within 7 (seven) business days, we will have the right to terminate or suspend your account.

All notices to StudyUnite intended to have a legal effect concerning these Terms must be in writing and delivered either in person or by means evidenced by a delivery receipt to the following address:7/F Blissful Building, 243-247 Des Voeux Road Central, Sheung Wan, Hong Kong Special Administrative Region.

To stop receiving specific communications from StudyUnite, please, submit a notification to us by email at contact@studyunite.online in order to change the types and frequency of such communications, you may also change notification preferences in your account.

14. TERMINATION

Other than Tutors, we may terminate any User's access to the StudyUnite Platform in our sole discretion, for any reason and at any time, with or without prior notice. It is our right to terminate Users who violate these Terms, as deemed appropriate in our sole discretion.

We may terminate a Tutor's use of the Services

• immediately for failure to comply with the Terms, including User Code of Conduct, which considers a material breach of the agreement;
• for other cause, including, but not limited to, sexual or other unwelcome harassment, threats or intimidation, fraud, falsification of documents or qualifications; or
• upon 30 days' advance written notice for any reason. We may also delete or restrict access to or use of all related information and files. StudyUnite will not be liable to Users or any third party for any modification, suspension, or termination of the Service, or loss of related information.

In case StudyUnite suspends or terminates your account due to the breach of these Terms or any of StudyUnite policies, you understand and agree that you shall receive no refund or compensation for any unused funds or scheduled lessons/classes, or loss of any content or information associated with your account. In addition to the aforementioned, StudyUnite is entitled to withhold any funds remaining on your account as liquidated damages. In case you haven't logged into your StudyUnite account for more than 180 days your account will be suspended, and your remaining balance will expire. Even after your right to use the Services has been terminated or suspended, these Terms will remain enforceable against you.

15. INTELLECTUAL PROPERTY RIGHTS

All intellectual property in the design and layout of the StudyUnite Platform and the material and information published on the Website pages or within the StudyUnite Platform functionality belongs to and is vested in StudyUnite or its licensors.

You may not copy any part of the StudyUnite Platform or otherwise do anything in relation to any part of the StudyUnite Platform. You may not otherwise use or reproduce any of the StudyUnite Platform or the material contained within it in any manner other than those listed above without first obtaining the prior written permission of StudyUnite.

Unless otherwise noted, all StudyUnite Content contained on the StudyUnite Platform is the property of StudyUnite and/or its affiliates or licensors and is protected from unauthorized copying and dissemination by Hong Kong Special Administrative Region copyright law, trademark law, international conventions, and other intellectual property laws. The service marks and trademarks of StudyUnite, including without limitation StudyUnite and the StudyUnite logos are service marks owned by StudyUnite Limited. Any other trademarks, service marks, logos, and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos, or trade names without the express prior written consent of the owner. You may not link or frame to any pages of the Website or any StudyUnite Content contained therein, whether in whole or in part, without prior written consent from StudyUnite.

You may like or follow StudyUnite or share links to the Website via social networking technology referenced on the Website. Any rights not expressly granted herein are reserved.

16. CONFIDENTIALITY

You may obtain direct access via the Services to certain confidential information of StudyUnite, its affiliates or Users, including but not limited to personally identifiable information, technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information”).

You agree to hold Confidential Information in strict confidence and not use the Confidential Information except for the purposes set forth in these Terms and not disclose such Confidential Information to any third party. All right, title and interest in the Confidential Information remains with StudyUnite, its affiliates and its Users.

No obligation is imposed upon you with respect to Confidential Information that you can establish by legally sufficient evidence:

• (a) you possessed prior to your receipt from StudyUnite, without an obligation to maintain its confidentiality;
• (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms;
• (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential;
• (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or
• (e) is disclosed in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to StudyUnite adequate to afford StudyUnite the opportunity to object to the disclosure.

17. DISCLAIMER OF WARRANTY

Use of the Services is entirely at your own risk. StudyUnite disclaims all liability in connection with any interactions, correspondence, transactions, and other dealings that you have with any third parties, including without limitation Learners or Tutors found on or through the StudyUnite Platform (including on or via linked websites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, services, delivery of goods, warranties (including product warranties), privacy and data security, and the like).

Under no circumstances will we be liable for any loss or damage caused by your reliance on the information in any content on the StudyUnite Platform. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, or other content available through the StudyUnite Platform.

You acknowledge that the StudyUnite Platform and all Services, text, images, and other information on or accessible from the StudyUnite Platform are provided "as is" and are based in part on listings provided by Tutors, which are not verified by StudyUnite, and that any tutoring services, listings or other content acquired through the use of the StudyUnite Platform are at your sole risk and discretion.

StudyUnite and its affiliates and licensors are not liable or responsible for any results generated through the use of the Services. We provide no warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Specifically, but without limitation, StudyUnite does not warrant that:

• the information available on the StudyUnite Platform is free of errors;
• the functions or services (including but not limited to mechanisms for the downloading and uploading of content) provided by the StudyUnite Platform will be uninterrupted, secure, or free of errors;
• defects will be corrected, or
• the StudyUnite Platform or the server(s) that makes it available are free of viruses or other harmful components. Neither StudyUnite nor its affiliates or licensors is responsible for the conduct between Users.

In addition, notwithstanding any feature a Learner may use to expedite Tutor selection, each Learner is responsible for selecting their Tutor and negotiating a contract, and StudyUnite does not warrant any goods or tutoring services purchased by a Learner and does not recommend any particular Tutor. StudyUnite does not provide any warranties or guarantees regarding any Tutor's professional accreditation, registration, or license.

StudyUnite expressly disclaims any liability or claims that may arise between Users of its Services. You are solely responsible for your interactions with all other Users and any disputes that arise from those interactions with other Users. StudyUnite is not obliged but may attempt to assist in resolving disputes between Users.

18. LIMITATION OF LIABILITY

• (a) Disclaimer. In no event shall StudyUnite be liable to any User of the StudyUnite Platform or any other person or entity for any direct, indirect, special, incidental, consequential, or exemplary damages (including, but not limited to, damages for loss of profits, loss of data, loss of use, or costs of obtaining substitute goods or services) arising out of use, inability to use, unauthorized access to or use or misuse of the StudyUnite Platform or any information contained thereon, whether based upon warranty, contract, tort (including negligence) or otherwise, even if has been advised of the possibility of such damages or losses.
• (b) Limitation. You agree that StudyUnite's total cumulative liability in connection with these Terms, the StudyUnite Platform, the Services, the StudyUnite Content, or any listing or services whether in contract, tort, or otherwise, shall not exceed the amounts, if any, you paid to StudyUnite for the Services in the then-prior three months.
• (c) Waiver of Class Action. Any claims brought by you or StudyUnite must be brought in that party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

19. EXCLUSIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

20. INTERNATIONAL

The StudyUnite Platform may be accessed from countries other than Hong Kong Special Administrative Region. The StudyUnite Platform and the Services may contain products or references to products that are only available within Hong Kong Special Administrative Region. Any such references do not imply that such products will be made available outside Hong Kong Special Administrative Region.

If you access and use the StudyUnite Platform outside Hong Kong Special Administrative Region, you are responsible for complying with all applicable local laws and regulations. We make no representation that information on the StudyUnite Platform is appropriate or available for use outside Hong Kong Special Administrative Region. Those who choose to access the StudyUnite Platform from outside the Hong Kong Special Administrative Region do so on their own initiative and at their own risk.

21. LIQUIDATED DAMAGES

StudyUnite and a User hereto acknowledge and agree that the funds that may be withheld under Section 14 of these Terms shall constitute liquidated damages and not penalties and are in addition to all other rights of StudyUnite in case of the breach of these Terms. StudyUnite and a User further acknowledge that

• the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate,
• the amounts specified in the abovementioned section bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any material breach of the agreement by a User
• one of the reasons for StudyUnite and a User reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages.

22. INDEMNIFICATION

By using the Services, you agree to indemnify, hold harmless and defend StudyUnite and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Services, including but not limited to

• (a) acts and/or omissions on or off the StudyUnite Platform;
• (b) violation of any rights of another, including without limitation any alleged infringement of intellectual property or other right of any person or entity relating to the StudyUnite Platform;
• (c) breach of these Terms;
• (d) disputes with or between other Users;
• (e) use and/or misuse of the StudyUnite Platform, including without limitation any information, content and/or materials thereon;
• (f) violation of any applicable law or regulation;
• (g) inaccurate, untimely, incomplete or misleading User information, including without limitation with respect to registration, profile or eligibility;
• (h) misstatements and/or misrepresentations;
• (i) use of links to third party websites, including without limitation such websites' availability, terms of use, privacy policy, information, content, materials, advertising, products and/or services;
• (j) User information and any acts or omissions with respect to such User information;
• (k) use of any information in third-party reports;
• (l) use of third-party payment processors; and/or
• (m) use of any services or products or any contracts or arrangements made or provided based on information, content and/or materials obtained on or through the StudyUnite Platform.

You further agree that you will cooperate as requested by StudyUnite in defense of such claims. StudyUnite reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and you shall not, in any event, settle any claim or matter on behalf of StudyUnite without the written consent of StudyUnite.

In the event that you have a dispute with any User, you hereby release StudyUnite (and its officers, directors, agents, investors, subsidiaries, employees, contractors, and any other third parties related to the Services) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown, arising out of or in any way related with such disputes.

23. DISPUTE RESOLUTION

Any dispute arising out of consumer claims shall be finally resolved by individual arbitration before a single arbitrator is conducted in the English language in Hong Kong Special Administrative Region (HKSAR) under the rules have been adopted by the Council of the Hong Kong International Arbitration Centre (HKIAC).

All disputes arising out of or relating to these Terms shall be finally resolved by individual arbitration. The arbitration will be conducted in Hong Kong Special Administrative Region (HKSAR). The individual arbitration must be before a single arbitrator conducted in the English language under the rules have been adopted by the Council of the Hong Kong International Arbitration Centre (HKIAC).

Any arbitration under these Terms will be between an individual User and StudyUnite. To the fullest extent permitted by applicable law, and except as expressly provided below, you and StudyUnite expressly waives any entitlement to resolve disputes in court or on a class, collective, or representative basis.

You and StudyUnite shall appoint as sole arbitrator a person mutually agreed by you and StudyUnite or, if you and StudyUnite cannot agree within thirty (30) days of either party's request for arbitration, such single arbitrator shall be selected by the HKIAC upon the request of either party.

The parties shall bear equally the cost of the arbitration except

• (a) to the extent prohibited by applicable law;
• (b) that if the arbitrator determines that costs unique to arbitration (i.e., filing, administration, and arbitrator's fees) would preclude a User from asserting a claim in arbitration, the arbitrator may require StudyUnite to pay a greater share of such costs unique to arbitration; and
• (c) the prevailing party shall, to the extent permitted or required by applicable law, be entitled to an award of reasonable attorneys' fees and costs incurred in connection with the arbitration in such an amount as may be determined by the arbitrator.

All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, the application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, StudyUnite shall be entitled to seek temporary injunctive relief, security, or other equitable remedies from Hong Kong Special Administrative Region Court or any other court of competent jurisdiction.

24. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.

25. NON-SOLICITATION

Without limitation, the Services may not be used to solicit for any other business, website, or service. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Service facilitated through StudyUnite without express written permission from StudyUnite. You may not use the Service to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of StudyUnite.

26. HEADINGS

The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.

27. ENTIRE AGREEMENT & SEVERABILITY

These Terms, together with any amendments and any additional agreements you may enter with StudyUnite in connection with the Services, shall constitute the entire agreement between you and StudyUnite concerning the Services.

If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

28. CONTACTS

For additional information and in case you have any questions about these Terms, please contact contact@studyunite.online.