1. DEFINITIONS Some definitions are set and determined throughout this Agreement and are clearly noticeable placed between quotation marks. However, other definitions require a precise and more elaborate definition for the better understanding of all users. Therefore: “Platform” shall be the online tool which allows you to access and register on the Website or the Mobile Application, and to use the Services. “Teachers” shall be those individuals or organizations, eligible in accordance with these terms, which provide educational services to students, centers, and parents. “Services” shall be those available on the website which allows Teachers, Centers, Students, and Parents to connect, interact, and engage for educational purposes. “Centers” shall be those institutions or organizations, eligible in accordance with these terms, which provide educational services, facilities, or resources. “Parents” shall be those individuals, which are eligible in accordance with these terms, and are responsible for the education of their children. “Students” shall be those individuals, which are eligible in accordance with these terms, and are willing and looking to broaden their knowledge in a subject of their choice. “User” shall be the individuals or organizations accessing and/or using the Website and interacting with the Platform regardless of them being Teachers, Centers, Students, or Parents, which have sufficient authority to be bound to this Agreement, either as individuals or as representatives of public or private organizations. 2. UNIAD SERVICES a. SCOPE OF SERVICES. Subject to User’s compliance with the terms and conditions of this Agreement, Uniad, by means of the Platform, allows users to interact between each other and offer or find educational services, where Uniad acts as a venue where Teachers, Centers, Students, and Parents are connected and introduced to each other. b. DISCLAIMER. USERS ACKNOWLEDGE THAT UNIAD DOES NOT DIRECTLY OFFER ANY AUTHORIZED SERVICES, AND THAT UNIAD MERELY SERVES AS A VENUE FOR TEACHERS, CENTERS, STUDENTS, AND PARENTS TO CONNECT AND INTERACT. AS A TECHNOLOGICAL VENUE AND BY MEANS OF THE PLATFORM, USERS STATE THAT THEY UNDERSTAND THAT UNIAD HAS NO CONTROL OVER THE ACTIONS, PERFORMANCE, FINAL QUALITY, AND FITNESS OF USERS OR THE SERVICES PROVIDED. ALL LIABILITIES ARISING OUT OF THE ENGAGEMENT, HIRING PROCESS, FINAL CONTACTING, AND PAYMENT FOR SUCH SERVICES AND ANY ARISING CLAIMS OF PROBLEMS, DAMAGES, OR OTHER WRONGDOING BY USERS SHALL BE DIRECTLY TRANSFERRED TO THEM, AND, AS DETERMINED HEREIN. NO LIABILITIES ARE ACCEPTED BY UNIAD ARISING OUT OF LACK OF ASSISTANCE, NO-SHOW EVENTS, LACK OF PAYMENT, OR UNSUITABILITY OF ANY USERS. 3. ELIGIBILITY There is no content on the Platform meant specifically for adults or any older audience; thus, the Platform is accessible to anyone. Even so, Uniad encourages parents to assist and supervise their children's activities online. To open an account on the Platform, all Users must: a. Be at least 18 years of age or older and have the authority to enter into this Agreement. b. Be able to make an online payment by means of a credit card, debit card, or be willing to make a cash payment whenever required as determined in the previous Section. c. Have sufficient authority to enter into this Agreement for themselves or for the organization they may be representing. d. Commit to comply with the terms and conditions determined herein and consent to be bound by the Terms. 4. TEACHER AND CENTER REQUIREMENTS In addition to the eligibility requirements of the previous Section, Teachers and Centers are expected to: a. Have sufficient knowledge and capacity to provide educational services to the Students and Parents, in relation to the subjects and/or courses they promote, offer, and/or impart. b. In case of regulated courses for which a special statute or methodology is to be followed in accordance with the local law, Teacher and Center warrant to be law-abiding and have full license to provide the course or to extend any promised titles or certificates when so promised to Student or Parent. 5. NO ENDORSEMENT Despite that Teachers and Centers are found on the Website, Uniad does not endorse, sponsor, represent, verify, or warrant the accuracy, truthfulness, and/or completeness of any information of the Teachers and Centers, or warranty of the quality of any courses or services provided by them. The names, licenses, contact data, experience, academic studies, academic connections, and other relevant information were disclosed by the Teachers and Centers at the time of their registering on the Platform, and Uniad does not have any control over such disclosed information, nor could Uniad possibly scan and verify such information. 6. ACCOUNT Users must register to benefit from any of the provided Services. Once they do, they shall become account holders and shall be solely responsible for the safeguard of their username and password. In the event of disclosure of login information to third parties, either willingly or unwillingly, please immediately change your password and, if necessary, consider reporting such disclosure to us. To terminate an account and delete all related user data, users may contact Uniad at team@uniad.app. UNIAD WILL NEVER INQUIRE ABOUT YOUR LOGIN INFORMATION EITHER THROUGH EMAIL, PHONE, OR ANY OTHER MESSAGING METHOD. All the activity coming from an account is construed to be performed by the registered User. SHARING ACCESS TO A USER ACCOUNT IS STRICTLY PROHIBITED. OPENING AN ACCOUNT ON UNIAD BY MEANS OF THE PLATFORM IS FREE FOR BOTH STUDENTS AND TEACHERS. The management, inquiries, information, proposals, quotations, and other interactions between users and accounts are not in any way controlled or supervised by Uniad, and both Students and Teachers are solely responsible for them. 7. PRICES, COMMISSIONS, AND PAYMENTS a. All prices and commission percentages provided on the Platform are construed final at the time of their subscription. Uniad reserves all rights to change the prices, create promotions, bundles, or any other activities which change the amount of either prices or commissions, temporarily or permanently, as Uniad deems fit. If this changes the date, amount, or other details of any payment which is recurrent, Uniad shall require the User's agreement to different charges to the User's reported payment method. All changes shall apply to future charges and shall never affect previous payments. b. Users hereby authorize Uniad to make charges to their provided payment methods, pursuant to their purchase of a monthly or annual plan, or for any other purchases made from the website. c. All payments are processed by a third party, engaged by Uniad for such purpose. When disclosing payment information, User warrants to Uniad that the User owns or is authorized to use such payment method by any relevant party. Payment information is kept private. Users shall assume the payment of any applicable taxes when applicable. d. Users shall be the party obliged to make any tax payments to the maximum extent permitted by law, and therefore Users authorize Uniad to make the charges corresponding to the payment or withholding of any taxes or fees imposed by the Republic of Singapore. e. Users may cancel their accounts or their payments at any time; however, refunds shall not be made, unless a specific case falls under Singapore laws which oblige Uniad to make such a refund. 8. RULES OF ACCEPTABLE USE Users are to abide and comply with these Terms at all times when accessing, visiting, interacting, or merely navigating through the Website. Additionally, Users may not: a. Breach the terms and conditions of these Terms of Use. b. Frame the Platform. c. Mirror the Platform. d. Attempt to make copies of, reproduce, or otherwise clone the Platform, its contents, databases, trademarks, and any other parts of it, unless authorized in writing by Uniad. e. Try to upload or in any other form infest the server with viruses, spyware, malware, or any other harmful software. f. Try to access the Uniad Platform through a backdoor, creating one, or attempt to access anything different than a user. g. Place links to third-party Platforms without proper written authorization by Uniad. h. Enter any information which is untrue or is in other ways misleading and unauthorized. i. Pretend, mislead to believe, or impersonate a Teacher, Center, Student, or Parent. j. Aid or assist a third party in any of the aforementioned prohibitions. Breach of this Section will result in immediate suspension or even permanent ban or deletion of the User's Account. 9. LICENSES a. Uniad hereby grants all Users a limited, temporary, non-exclusive right to access the Platform and gather the information they require for their own private, non-corporate, non-public and non-commercial use. Such license does not imply any transfer of any proprietorship, nor does it represent any grant of additional license, title or interest of the Platform or its content. b. User hereby grants to Uniad a non-revocable, perpetual, royalty-free, non-exclusive, and fully assignable right and license to use, display, publish, communicate to the public, make publicly available, alter, change, modify, and correct, at Uniad's sole discretion any uploaded content to the Platform, including, but not limited to: photographs, descriptions, pictures, drawings, texts, audio and video files (altogether the "Media") to the maximum extent allowed by applicable law. 10. TRADEMARK AND INTELLECTUAL PROPERTY All trademarks on the Platform are subject to copyright. All trademarks and logos of Uniad are registered to them or pending registration. Users are not allowed to use the trademark without proper written authorization of Uniad. Uniad is also the owner or the licensee of all the content and their emerging intellectual property rights. 11. COPYRIGHT PROCEDURE This section of the Agreement has been made pursuant to mandates of the Singapore Copyright Act and other international copyright laws and directives and explains how copyright-related claims are processed by Uniad. Uniad makes a significant effort to remain compliant with all applicable regulations for service providers. However, due to the amount and type of Media being uploaded to the platform at all times, it is impossible for Uniad to determine whether a copyright infringement has occurred. Uniad has set out this section so that Users and third parties may easily present a claim in the event of a breach of their copyright. If you believe that any content breaches your copyright or that of a third party you represent, you may send an email to the address specified at the end of this section, to contact us for copyright-related purposes, and please make sure that the email, which is officially a notification, contains the following: a. Provide us with any electronic signature or physical evidence of the true holder of the copyright of the alleged breaching material, or of the person who is representing and has the authority to make a representation on behalf of the holder of the copyright of the alleged breaching material. b. Describe and identify the material or materials which are being allegedly breached on the Platform. In case of more than one breach, make sure that you make a list specifying each of the breaching materials. c. Describe the exact location of the allegedly breaching material on the Platform, by means of links (to URLs) or a direct link to such material or materials. Make sure that the allegedly breaching material is pinpointed for us to identify. d. Provide us with your contact data, so that we can contact you. The information we require includes, but may at times not be limited to, name, address, telephone or mobile number, and your email address. The information you send us shall be governed by our Privacy and Cookie Policies. e. Also, please kindly attach a statement where you, as the claimant of the alleged breach, express that you in good faith and true belief that your copyright or the copyright of the holder you represent is being breached or that related rights are being infringed by material on the Platform, and that such material is not licensed or authorized by the true holder of such rights, by such holder's representative or agent, or by applicable law. f. Finally, please also attach a statement that the information disclosed in your email is true, verifiable, and accurate, and that, under penalty of perjury, you have full authority to act as yourself if you were the holder of the copyright which is allegedly being infringed, or on behalf of the holder of that copyright. Please allow a reasonable amount of time for us to react to your email and make the required verification. Please note that the breaching party may present a counterclaim within the next fifteen (15) days of the notification of the alleged breach. In this case, you will be notified of this situation, and this may open the possibility for you to present an official legal claim at the appropriate venues determined by law. Kindly be reminded that it is illegal to misrepresent ownership or copyright of any material, and that Uniad may engage in legal actions against individuals or organizations that engage in such misrepresentation, without limiting Uniad's rights to recover from any damages or costs it has endured as a result of such misrepresentation. 12. SPONSORS Uniad is fully entitled to display advertisements and sponsors on the Platform and/or Website, where and whenever it deems appropriate. These advertisements or sponsor images may contain hyperlinks that lead out of the Uniad Platforms. We strongly encourage all users that, if they opt to engage with such sponsors or advertisement promoters, they carefully read any terms and policies or other legal disclaimers available on their websites and/or applications, as Uniad does not have control over such outside places, and that Uniad makes no representation or endorsement of the authenticity, reliability, or use for a particular purpose of any of the services or products offered by the businesses run by any Sponsors or Advertisers. 13. TERMINATION Uniad may terminate and impede access of any User who does not comply with this Agreement or, when Uniad in good faith believes the User to be acting fraudulently or in another way harmfully against Uniad or any other third-party. The termination will affect the whole contract, but some clauses may survive the termination. 14. PERSONAL AND PRIVATE INFORMATION For a clear understanding of the policies applied by Uniad in the handling of personal, delicate, and private information, we recommend you visit our Privacy and Cookie Policy. 15. AVAILABILITY Uniad shall at all times use reasonable technical and commercial efforts to ensure the Platform's availability, provided that no situation out of Uniad's control prevents them from ensuring the availability of the Services, of which Uniad shall not be liable for. Uniad shall not make refunds or take any liability for unexpected downtimes or for periodical maintenance. 16. NO WARRANTY TO THE MAXIMUM EXTENT PERMITTED BY ANY RELEVANT FUTURE OR PRESENT LAW, THE PLATFORM AND ANY UNIAD SERVICES AVAILABLE ON THE WEBSITE AND MOBILE APPLICATION ARE PROVIDED BY UNIAD SOLELY ON AN "AS IS," AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND UNIAD HEREBY DISCLAIMS AND MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, SUITABILITY, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICES AND/OR THE PLATFORM AND THE INFORMATION MADE AVAILABLE ON ANY OF THE AFOREMENTIONED, EITHER IN WHOLE OR TORT OR PART. ADDITIONALLY, UNIAD DOES NOT WARRANT THAT THE PLATFORM AND SERVICES ARE IN ANY WAY ERROR-FREE OR THAT THEY WILL BE UNINTERRUPTED. IN CASE ANY SPECIFIC REPUBLIC, COUNTRY, STATE, PROVINCE OR REGION DOES NOT PERMIT OR LIMIT ANY OF THE DISCLAIMERS OF THIS SECTION OR THE WAIVING OF WARRANTIES, THE AFOREMENTIONED IN THIS SECTION MAY NOT APPLY TO YOU, THE USER. IN CASE THAT ONLY PART OF THE DISCLAIMER OR WAIVER DOES NOT APPLY TO YOU DUE TO LEGAL LIMITATION, THE OTHER PARTS OF THE DISCLAIMERS OR WAIVERS SHALL STILL APPLY TO YOU IN FULL. NO WARRANTY IS MADE BY UNIAD OF ANY OF THE QUOTATIONS, THE QUALITY OF THE SERVICES, PAYMENT OF USERS, PURPOSE OR FITNESS OF THE ACQUIRED SERVICES, LEGALITY OR REGULARITY OF ANY OFFERED SERVICES, ITEMS OR BUDGET, WHICH ARE DISPLAYED, AVAILABLE, OR ACCESSIBLE THROUGH THE PLATFORM AND THE WEBSITE. USER SHALL ASSUME ALL LIABILITY FOR DAMAGES AS A RESULT OF UNSUITABLE, UNTRUE, FALSE, MISLEADING, DECEITFUL, OR WRONG DESCRIPTION OF SERVICES, PRODUCTS, USER INFORMATION OR ANY OTHER RELATED DATA OR STATEMENTS. 17. LIMITATION OF LIABILITY UNIAD SHALL NOT BE LIABLE IN THE EVENT OF ANY OCCURRENCE WHICH RESULTS IN ANY SPECIAL, DIRECT, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA, OR OF THE PERFORMANCE OF ANY PERFORMED SERVICES HIRED THROUGH THE PLATFORM, THAT RESULT FROM THE NORMAL USE OR THE INABILITY TO USE THIS PLATFORM OR THE CONDUCT OF OTHER PLATFORM USERS (WHETHER ONLINE OR OFFLINE) OR ANY CONTENT THEREIN, EVEN IF UNIAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USER ASSUMES TOTAL RESPONSIBILITY AND ABSORBS ALL LIABILITY FOR USING THE PLATFORM. THE ONLY REMEDY OF UNIAD TO ANY USER FOR USE OF THE PLATFORM OR ANY CONTENT IS TO STOP USING THE PLATFORM, THE ABILITY TO CLOSE THEIR ACCOUNTS, AND DELETE THEIR INFORMATION. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE CUMULATIVE LIABILITY OF UNIAD ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS SHALL NOT BE MORE THAN ANY AMOUNT PAID TO UNIAD BY SUCH USER. THE LAST PARAGRAPH MAY NOT APPLY TO YOU IF IN YOUR STATE OR COUNTRY SUCH LIMITATION OF LIABILITY IS NOT PERMITTED BY LAW. FURTHERMORE, USERS AGREE TO USE THE PLATFORM, SEND SERVICE REQUESTS, APPROVE QUOTATIONS, AND FURTHER ENGAGE WITH SERVICE PROVIDERS AT THEIR OWN SOLE RISK. 18. DISPUTES BETWEEN USERS AND SERVICE PROVIDERS At Uniad, we take special care of our users, making an extra effort to ensure that each contract and engagement is completed without hassle or problems. However, at times our users may have disputes and claims between each other. Uniad's intention is to provide the necessary tools to help our users resolve their disputes independently. In the rare situation where a dispute is not resolved independently, our users agree to solve any problems, claims, actions, or damages by continuously communicating with each other, and only if necessary, use other legal tools such as mediation and arbitration. Uniad shall have the right, but not the obligation to, participate in any such procedure at Uniad's sole initiative and decision. No obligation weighs on Uniad to participate in any disputes, to the maximum extent permitted by applicable law. Notwithstanding the provisions in this Section, Uniad may attempt to mediate, or, in case of irregular or illegal conduct, suspend and/or delete User Accounts of those involved, without prejudice to informing the authorities if the situation so requires. 19. DISPUTE RESOLUTION WITH UNIAD In the unlikely event that we cannot resolve any dispute a user has with Uniad, the parties hereto agree that all disputes or conflicts arising out of this Agreement shall be solved by arbitrators located in Singapore. Rules of the Singapore International Arbitration Centre (“SIAC”) shall apply. The prevailing party may be reimbursed for any legal expenses, including without limitation, any reasonable attorney fees. 20. GOVERNING LAW This Agreement shall be governed by the laws, acts, and regulations of the Republic of Singapore, and in the event of any conflicts arising from the terms and conditions determined herein, may be construed by the courts deemed competent and determined by applicable law. NOTE THAT THIS DOES NOT EXTEND TO ANY CONFLICTS BETWEEN USERS, AND UNIAD DOES NOT REPRESENT THE BEST INTEREST OF ANY OF THE PARTIES, NOR SHALL UNIAD BE OBLIGATED TO PARTICIPATE IN ANY KIND OF LITIGATION, CLAIMS, COUNTER-CLAIMS, ARBITRATION, OR OTHER DISPUTE, LEGAL OR NOT, BETWEEN USERS OF THE UNIAD PLATFORM. 21. INDEMNIFICATION User hereby agrees to keep Uniad indemnified and hold Uniad harmless from and against all claims of loss and/or damage in case of wrongful or inexpert use of the Platform. Additionally, users shall keep Uniad relieved, indemnified, and free of any claims from other Users if the Platform causes any direct or indirect damages resulting from disputes or problems occurring during the performance of the Services. Uniad waives all liability for unauthorized use of the Platform or registration of Children without the explicit consent of their Parents or Guardians. 22. SEVERABILITY If any provision of this Agreement is held or interpreted to be invalid or otherwise unenforceable, the other provisions of this Agreement will remain enforceable for all purposes that may assist the parties to this Agreement. 23. NO WAIVER Any delay or failure by either party to this Agreement to execute or exercise any right or claim related to the terms and conditions determined herein shall not be construed as a waiver of such right. 24. ASSIGNMENT The Parties hereto agree that a User may not assign any of their rights or obligations determined in this Agreement to any third parties without the express and explicit written consent of Uniad. Uniad, on the other hand, may at any time assign this Agreement, provided that the conditions and terms of this Agreement survive such assignment and are kept identical or improved by the assignee, and the fees are kept unchanged for a period of no less than six (6) months. 25. REMEDIES It is determined that all rights and remedies of Uniad under this Agreement are cumulative. User acknowledges that the Services and/or the Platform may contain valuable trade secrets and proprietary information of Uniad, and that any breach of this agreement regarding intellectual property and/or copyright may constitute immediate and irreparable harm to Uniad, its affiliates, licensors, partners, shareholders, and agents, and that these would not be relieved by a simple monetary damage recovery. If such breach occurs, Uniad shall be entitled to seek injunctive relief without any other requirements or requisites. In case any legal action is promoted in relation to this agreement, the prevailing party may seek reasonable attorney fees, legal costs, and other expenses, in addition to any other relief which Uniad may seek. 26. FORCE MAJEURE Any delay in the performance of any duties or obligations of Uniad, except the common obligations on the Client's part, such as the payment of any performed services, shall not be considered a breach of this Agreement, provided that such delay is caused by shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. USER NOT PAYING PERIODICAL OR ONE-TIME CHARGES DUE TO FORCE MAJEURE EVENTS ARE NOT CONSTRUED TO BE FORCE MAJEURE EVENTS FOR THEMSELVES. IN SUCH EVENT, THE PAID PRIVILEGES OR SERVICES MAY BE SUSPENDED UNTIL THE PAYMENT IS FULFILLED. 27. REVISIONS TO THIS AGREEMENT Uniad reserves the right to revise the terms and conditions of this Agreement, to make changes to it or to the Services, layout, and other relevant parts of the Website. Changes to this Agreement shall be posted in this section of the Website, and an e-mail warning of the upload to such section shall be sent to the User's email address. Even so, Uniad strongly recommends all Users to visit this part of the Website containing the Terms of Use periodically. In case a User should not agree with any changes made to the terms and conditions of this Agreement, such User's sole remedy shall be to discontinue their access to the Platform and close and/or delete their accounts. The continued use and access of the services shall be deemed as acceptance of User of the announced amendments, revisions, or changes to this Agreement. In the event of changes to our Cookies and Privacy Policies, User must affirmatively show consent to such changes and shall be prompted to do so on the Website after logging into User’s account. 28. ENTIRE AGREEMENT This Agreement shall be construed as the final and entire agreement between the parties respecting the subject matters determined herein and supersedes all prior discussions, either written or oral, respecting the terms and conditions set in this Agreement.