Terms & Conditions

This is a contract between you and the Company. You must read and agree to these terms before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you can form a binding contract with the Company, and only in compliance with the Terms and all applicable local, state, national, and international laws, rules and regulations. The Services may be used only by persons who are at least the age of majority under applicable law and are legally capable of entering into a binding contract. Any use or access to the Services by anyone under the age of majority under applicable law is strictly prohibited and in violation of the Terms. The Services are not available to any Users previously removed from the Services by the Company.

If you are an individual subscriber, and subject to the Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license (in the sole discretion of the Company) to use the Services as permitted by the features of the Services.

If you are an individual opening an Account (as defined below) on behalf of a company, organization, or other entity as an Enterprise Account Holder (as defined below), the Enterprise Holder is hereby granted a non-exclusive, limited, non-transferable, freely revocable license (in the sole discretion of the Company) to use the Services as permitted by the features of the Services.

The Company reserves all rights not expressly granted herein in the Services and the Content (as defined below). The Company may terminate this license at any time for any reason or no reason.

You may access and use the Services only in accordance with any instruction manuals, user guides, policies, guidelines and other documentation setting out rules in respect of the access and use of the Services as may be made available by the Company, from time to time.

Your account with the Company (your “Account”) gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of Accounts for different types of Users. If are an individual opening an Account on behalf of a company, organization, or other entity (an “Enterprise Account Holder”), then: (i) you represent and warrant that you are an authorized representative of the Enterprise Account Holder with the power and authority to bind the Enterprise Account Holder to the Terms; (ii) in the Terms, “you” includes you, the Enterprise Account Holder and the Authorized Users (as defined below); and (iii) you agree to the Terms on behalf of the Enterprise Account Holder. By accessing or using the Services with a third party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service in accordance with our Privacy Policy.

You will never use another User’s Account without permission. When creating your Account, you must provide accurate and complete information and you must keep this information up to date. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower-case letters, numbers and symbols) with your Account. You must notify the Company immediately of any breach of security or unauthorized use of your Account. The Company will not be liable for any losses caused by any unauthorized use of your Account.

You may control your User profile and how you interact with the Services by changing the settings in your settings page. By providing the Company your email address you consent to our using the email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. In accordance with our Privacy Policy and with your consent, we may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt-out by clicking on the unsubscribe link on the bottom of our emails. Opting-out may prevent you from receiving email messages regarding updates, improvements, or offers.

Enterprise Account Holders will ensure that the total number of authorized users (each, an “Authorized User”) does not exceed the maximum number of authorized users authorized and purchased from the Company. Enterprise Account Holders may assign different persons as Authorized Users from time to time, provided that the total number of Authorized Users at any time does not exceed the maximum number of Authorized Users purchased from the Company, and provided that Authorized Users may not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their user name or right to access or use the Services to any third party. You, the Enterprise Account Holder, and your Authorized Users are jointly and severally responsible for the access and use of the Services. You are also responsible for ensuring that all of your Authorized Users comply with the Terms. Any violation of the Terms by any of your Authorized Users will be deemed to be a violation thereof by you.

When using the Services, you agree not to: (a) upload or transmit pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content; (b) except where expressly permitted, use the Services to engage in spamming, “chain letters“, “pyramid schemes“, advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate the Terms or any applicable laws, regulations or generally-accepted advertising or marketing industry guidelines; (c) use the Services in any manner that infringes, violates or misappropriates any third party’s intellectual property or proprietary rights; (d) use the Services in any manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; (e) use the Services in any manner that is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy; (f) use the Services in any manner that is harmful to minors in any way; (g) use the Services in any manner that is hateful or discriminatory based on race, color, gender, gender identity, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by the Company; (h) use the Services in any manner

that, in our sole discretion, could damage, disable, overburden, or impair it; (i) use the Services in any manner that constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests; (j) attempt to gain unauthorized access to the Services, or any part of them, other Accounts, computer systems or networks connected to the Services, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (k) modify the Services in any manner or form, or use modified versions of the Services, including but not limited to for the purpose of obtaining unauthorized access to the Services; (l) use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Services; (m) impersonate another person or access another User’s Account without that User’s permission or to violate any contractual or fiduciary relationships; (n) share the Services-issued passwords with any third party or encourage any other User to do so; (o) modify, adapt, translate or create derivative works based upon the Services; (p) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (q) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Services to any third party; provide time sharing or similar services for any third party; or use the Services for any purpose other than your own internal business use; (r) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services; (s) access the Services if you are a direct competitor of the Company, except with the Company’s prior written consent, or for any other competitive purposes; (t) except as permitted by the features of the Services, collect or harvest any personally identifiable information, including Account names, from the Services; and (u) use the Services in any way that is in the opinion of the Company, acting reasonably, detrimental or embarrassing to the Company.

In creating, operating and maintaining User Copy, you represent, warrant and agree with the Company that (i) your User Copy will not be directed, in whole or in part, to persons under the age of majority; (ii) the creation, operation and maintenance of your Account and your underlying service will be in compliance with local, state and federal laws, rules and regulations applicable to your use of the Services to provide content to and collect information from your end users and visitors, including, without limitation, by posting a privacy policy on your own web page or Account, as the case may be, that discloses your and any and all third-parties’ collection and use of the information of any and all visitors, users, and others who access your User Copy as required by applicable law; (iii) your User Copy will make all disclosures required by applicable law; and (iv) you will obtain all required consents, if necessary, from such end users and visitors with respect to your collection, use, and disclosure of personal information, including through the use of cookies, web pixels or other similar technology in accordance with all applicable laws.

To the extent applicable to your use of the Services, you will at all times comply with the United States CAN SPAM Act of 2003, the Telephone Consumer Protection Act (47 U.S.C. §227), the Do-Not-Call Implementation Act and the Do-Not-Call list registry rules (http://www.donotcall.gov), the Telemarketing Sales Rule, 47 C.F.R. §64.1200 et seq, Canada's Anti-Spamming Legislation (CASL) and Personal Information Protection and Electronic Documents Act (PIPEDA), the European Union's General Data Protection Regulation (GDPR) and all other applicable state, provincial or local laws, rules, regulations, and guidelines relating to calling or texting, including without limitation, rules, regulations and guidelines set forth by the Federal Trade Commission and the Federal Communications Commission. You agree that you are the initiator of any call, SMS/MMS message, or other communication transmitted through the Services and for all content relating to, inducing, or encouraging calls, SM/MMS messages or other communications to take place. The Company is not responsible for reviewing the contents of any communication transmitted through the Services or transmitted by you related to your use of the Services including the User Content (as defined below), nor is the Company responsible for obtaining any necessary consents or permissions from the message recipients.

We may, without prior notice, change or stop providing the Services, or features of the Services, to you or

to Users generally or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole discretion you violate any provision of this Agreement. Upon termination of Subscription Term (as defined below), you continue to be bound by the Terms.

Some areas of the Services may allow the Company to collect information from your current or potential customers, website visitors or end-users (collectively, “Customer Data”).

In connection with Customer Data, you hereby represent, warrant and agree that: (a) you have obtained or will obtain the Customer Data lawfully and/or have not engaged in material misrepresentation, deception or other fraudulent or improper means to cause the Customer Data to be collected by the Company; (b) the Customer Data does not and will not violate any applicable laws or any person or entity’s proprietary or Intellectual Property Rights; and (c) all Customer Data has and will be collected by you in accordance with a privacy policy that permits the Company to share, collect, use, and disclose such Customer Data as contemplated under the Privacy Policy, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing.

The Company will not be responsible for any backup, recovery or other steps required to ensure that Customer Data is recoverable in the case of data loss. You are solely responsible for backing up your Customer Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your Customer Data.

You own all right, title and interest (including all Intellectual Property Rights) in and to Customer Data.

We will charge you fees (“Fees”) for your use of the Services. You agree to pay any and all Fees specified in an ordering document or online order for your access and use of the Services (“Ordering Document”). For the most current information about our pricing and payment, please review our Pricing and Payment Terms, which are incorporated by reference herein. The Company may add new services for additional fees and charges, and add or amend fees and charges for existing services, at any time in its sole discretion. If we add or amend our Fees, we will update our Pricing and Payment Terms. Any change to our Pricing and Payment Terms will become effective in the billing cycle following notice of such change to you as provided in this Agreement; provided however that if we have offered a specific duration and Fees for your use of the Services, we agree that the Fees will remain in force for that duration.

Unless otherwise provided in an Ordering Document any purchases for access and use of the Services are on an automatically renewing subscription basis. YOUR SERVICES SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR SUBSCRIPTION TERM IDENTIFIED IN YOUR ORDERING DOCUMENT FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH, A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL YOUR SERVICES SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 5.3 OF THIS AGREEMENT. When you purchase the Services, you expressly acknowledge and agree that: (i) the Company is authorized to charge you the Fees at the beginning of each Subscription Term identified in an Ordering Document, any applicable taxes, and any other charges you may incur in connection with your use of the Services, for as long as your subscription continues; and (ii) your subscription is continuous until you cancel it or the Services is suspended, discontinued or terminated in accordance with this Agreement. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in your subscription plan, changes in applicable taxes, and changes in Fees in accordance with Sections 5.1 and 5.3 and you authorize us to charge your payment method for such changed amounts.

You may cancel your Account or the Services subscription at any time. To cancel your Account or the Services subscription, you must notify us before the start of the next Subscription Term using the appropriate functionalities of the Services or by contacting us at [email protected]. Unless explicitly stated, there will be no refunds or credits for partial months or for periods in which your subscription remains unused. For renewal purposes, if adequate notice is not received and your credit card is subsequently charged, you will not receive a refund. In the event that the Company suspends or terminates your Account or this Agreement, you agree that you will receive no refund or exchange for any of the Services, any unused time on a subscription, any license or Fee for any portion of the Subscription Term, any content or data associated with your account, or for anything else.

By accepting the Free Trial Offer (the "Offer"), you agreed the Company will not notify and/or send any reminder to you of your right to cancel your subscription and the Company will not refund your Service Subscription fee after the "Free Trial" period is elapsed. You further agreed you are waiving your rights to file any claims, including class action claim or claims referenced at clause 12.3 against the Company under any Consumer Protection Laws and Business and Professions Codes.

We or our third party payment processors will charge your Fees and any other charges you may incur to the payment method you provide when you register for an Account or you identify in an Ordering Document. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You may change your payment method by changing the information in your Account. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method permitted to be used in connection with a purchase or transaction or other monetary transaction interaction with the Company at the prices in effect when such charges are incurred. If we are unsuccessful in charging your payment method and have still not received payment within seven (7) days after informing you, we may (without liability to you) suspend or temporarily disable all or part of your access to the Services and we will be under no obligation to provide any or all of the Services while the Fees concerned remain unpaid. This does not affect any other rights and remedies available to us. You will pay any and all applicable taxes, if any, relating to any such payments of Fees, purchases, transactions or other monetary transactions.

Since we respect artist and content owner rights, it is the Company’s policy to respond to alleged infringement notices that comply with the United States Digital Millennium Copyright Act of 1998 (“DMCA”), the Canadian Notice and Notice Regime under the Copyright Act (Canada) and other applicable state, provincial or local laws, rules, regulations, and guidelines relating to process of notifying a website owner and internet service provider of copyright infringement found online. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify the Company’s copyright agent as set forth in the DMCA, the Copyright Act (Canada) or other applicable laws. For your complaint to be valid under the DMCA, you must provide the following information in writing:

a. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

b. Identification of the copyrighted work that you claim has been infringed;

c. Identification of the material that is claimed to be infringing and where it is located on the Website;

d. Information reasonably sufficient to permit the Company to contact you, such as your address, telephone number, and, e-mail address;

e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

f. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice Dan Lok Education, Inc.; Instant Scripts Address: 422 Richards St #170, Vancouver, BC V6B 2Z4 Canada Tel.: 833.832.6565 Email: [email protected]

Under US and Canada federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this procedure is exclusively for notifying the Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with the Company’ rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice in any jurisdiction. It may be advisable to contact legal counsel regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Services and/or terminate the Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

You agree that: (i) the Company will be deemed solely based in British Columbia, Canada; and (ii) the Services will be deemed a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than British Columbia, Canada. The Terms will be governed by the laws of the Province of British Columbia, without respect to its conflict of laws principles. You acknowledge that this Agreement evidences a transaction involving interprovincial commerce. You agree to submit to the personal jurisdiction of the courts located in Vancouver, British Columbia for any actions for which we retain the right to seek injunctive or other equitable relief as contemplated in the Terms. You agree that Vancouver, British Columbia is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Read this section carefully because it requires the parties hereto to arbitrate their disputes and limits the manner in which you can seek relief from the Company. For any dispute with the Company, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the event that the Company has not been able to resolve a dispute it has with you after sixty (60) days and except for disputes concerning a violation for which you may seek injunctive or other equitable relief, any dispute, controversy or claim initiated by either party arising out of, resulting from or relating to the Terms, or the performance of obligations under the Terms, whether before or after termination of your Account or Subscription Term, will be finally resolved by binding arbitration. If a party decides to institute arbitration proceedings in accordance with the Terms, it will give written notice to that effect to the other party. Any such arbitration will be conducted under the Rules of Procedure of the British Columbia International Commercial Arbitration Centre by a single arbitrator appointed in accordance with such rules. Any such arbitration will be held in Vancouver, British Columbia and the language shall be in English. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

The arbitrator will have the authority to grant injunctions and/or specific performance and to allocate the costs of arbitration in such equitable manner as he or she may determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

With respect to all persons and entities, regardless of whether they have obtained or used the Services for personal, commercial or other purposes, all Claims must be brought in your individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver also applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you are waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

You and the Company agree that any cause of action arising out of or related to the Services and/or your use thereof must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

You agree that certain breaches of the Terms would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. You therefore also agree that in the event of said breach or any threat of breach, the Company will be entitled to specific performance and/or an immediate injunction and restraining order to prevent such breach or threatened breach by you and any and all persons acting for or with you without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The provisions of this Section 13.1 will not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including the recovery of damages from you. All such rights and remedies of the Company are cumulative and not alternative or exclusive of any other rights or remedies and the Company may have recourse to any one or more of its available rights and remedies as it shall see fit.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. Any attempted transfer or assignment in violation hereof will be null and void. This Agreement will enure to the benefit of the parties hereto and their respective heirs, representatives, administrators, successors and permitted assigns.

The Company may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by the Company in our sole discretion. The Company reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in this Agreement. The Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

The Company may modify or update the Terms from time to time in its sole discretion. Any amendment or modification to the Terms, from time to time, will be effective upon the earlier of the date of posting of the amendment on the Website or upon the delivery of actual notice to you. When we amend or modify the Terms in a material manner, we will update the ‘last modified’ date at the top of this Agreement. Your continued use of the Services after any such change constitutes your acceptance of the new Terms. It is your responsibility to keep apprised of any amendments or modifications to the Terms. If you do not agree to any of the amendments or any future Terms, do not use or access (or continue to access) the Services.

In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision will be deemed to be modified to the extent required to comply with the law, rule,

or regulation in such jurisdiction, and this Agreement, as so modified, will continue in full force and effect.

No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.

You acknowledge and agree that you have been afforded the opportunity to obtain independent legal advice and confirm by your continued access or use of the Services that you have either done so or waived your right to do so in connection with entering into this Agreement.

Please contact us at [email protected] with any questions regarding the Terms.

This Agreement, together with any document included by reference herein, including the Privacy Policy, and any amendments and additional agreements you may enter into with the Company in connection with the Services, will constitute the entire agreement between you and the Company concerning the Services and supersedes all prior or contemporaneous communications and proposals, representations, warranties, statements and information, whether oral or written, express or implied concerning the Services.