Welcome to Miao operated by Miao Technology Pte. Ltd.

By accessing the Miao application or the website found at www.miao.academy whether through a mobile device, mobile application or computer (collectively, the “Service”) you agree to be bound by these Terms of Use (this “Agreement”), whether or not you create a Miao account. If you wish to create a Miao account and make use of the Service, please read these Terms of Use.

These Terms govern your rights and obligations (whether as a guest or a registered user) regarding the access and/or use of Miao’ website, mobile application or any Internet service (including any associated software supplied by Miao) (collectively referred to as “Platform”) under Miao’s control or ownership. These Terms constitute a legally binding agreement between Miao Technology Pte Ltd (including all its subsidiaries, related and/or associated companies) (these entities are collectively referred to as “Miao”, “we”, “us” or “our”), the proprietor of all rights in and to the Platform and/or Service, and you, the user of the Platform and/or Service.

1. Eligibility; Accounts. THE WEBSITE IS NOT AVAILABLE TO (A) ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE WEBSITE BY MIAO OR (B) ANY PERSONS UNDER THE AGE OF 13 WHOSE REGISTRATION HAS NOT BEEN APPROVED BY A LEGAL PARENT OR GUARDIAN. By clicking the “I Agree” button or by otherwise using or registering an account for the Website, You represent (a) that You have not been previously suspended or removed from the Website by Miao; (b) that You are either (i) at least 13 years of age or (ii) Your parent and/or guardian has consented to Your use of the Website; and (c) that your registration and your use of the Website is in compliance with any and all applicable laws and regulations.

1.1 Account. In order to use certain features of the Website, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and You agree to accept responsibility for all activities that occur under your account or password. You agree that the information You provide to Miao, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), then You agree to immediately notify Miao at contact@miao.academy. You may be liable for the losses incurred by Miao or others due to any unauthorized use of your Website account.

1.2 Integrated Service. Miao may permit You to register for the Website through, or otherwise associate your Miao account with, certain third party social networking or integrated services, such as Facebook Connect and Google (“Integrated Service”). By registering for the Website using (or otherwise granting access to) an Integrated Service, you agree that Miao may access your Integrated Service’s account information, and you agree to any and all terms and conditions of the Integrated Service regarding your use of the Website via the Integrated Service. You agree that any Integrated Service is a Reference Site (as defined below) and you are solely responsible for your interactions with the Integrated Service as a result of accessing the Website through the Integrated Service. Miao does not control the practices of Integrated Services, and you are advised to read the Privacy Policy and terms and conditions of any Integrated Service that you use to understand their practices.

1.3 Child User. If You are a User of the Website and are under the age of 13 (“Child User”), You may not register an account for the Website without consent and approval from your legal parent or guardian. A Child User that begins the registration process for himself or herself without a Parent User may have the registration process restricted until a Parent User approves or assumes responsibility for the Child User account. Additionally, a Child User may use the Website if registered through certain educational organizations or, in certain cases (as defined below), by Coaches that have entered into a relationship directly with Miao and through which education organization or Coach the legal parent and/or guardian of such Child User has consented to use of the Website. Further, in certain instances, a Child User may use our Website via one of the third party applications that integrate into or with the Website. A Child User that has registered through such external educational organizations, third party applications, or Coaches will only be permitted to use the Website for so long as Miao reasonably believes that such access has been consented to by the Child User’s parent or guardian.

1.4 Parent User. If You are at least 18 years of age and you are the legal parent or guardian of a child that seeks to register as a Child User of the Website, You may register a parent account on the Website (“Parent User”). As a Parent User, you may create, register, manage and approve Child User accounts only for your own child(ren) or child(ren) for whom you are a legal guardian. IF YOU REGISTER, APPROVE THE REGISTRATION OF, OR OTHERWISE ASSUME RESPONSIBILITY FOR ANY CHILD USER, YOU REPRESENT AND WARRANT THAT YOU ARE SUCH CHILD USER’S LEGAL PARENT OR GUARDIAN AND YOU AGREE TO BE BOUND BY THE TERMS ON BEHALF OF SUCH CHILD USER, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE WEBSITE BY THE CHILD USER. You acknowledge that Miao may choose, but is not obligated, to make any inquiries, either directly or through third parties, that Miao deems necessary to validate Your registration information, including without limitation engaging third parties to provide verification services. Miao reserves all rights to take legal actions against anyone who misrepresents personal information or is otherwise untruthful about their identity. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE THAT Miao CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY ANY USER AND Miao IS NOT OBLIGATED TO VERIFY THE IDENTITY OF ANY USER, INCLUDING ANY USER’S CLAIM TO BE A PARENT USER, OR TO VERIFY THAT A PARENT IDENTIFIED BY A CHILD USER OR A COACH DURING REGISTRATION IS SUCH CHILD USER’S ACTUAL PARENT OR GUARDIAN. A Parent User account, along with all associated Child User accounts, may be terminated by Miao at any time and without warning for any failure to abide by these Terms.

2. License of App

(a) Subject to your compliance with these Terms, we grant you a limited non-exclusive, non-transferable licence to download and install one copy of the App on your mobile device and to run such copy of the App solely for your own personal use.

(b) Your use of Miao grants you no rights in relation to our intellectual property rights (including, without limitation, copyright, trade marks, logos, graphics, photographs, animations, videos and text or rights in and to the App and applications) or the intellectual property of our retail or advertising partners, other than the non-transferable, personal right to use and receive the Services in accordance with these Terms.

(c) You must not

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the App in any way; modify or make derivative works based upon the Services or App; create Internet “links” to the Services or “frame” or “mirror” any App on any other server or wireless or Internet-based device; reverse engineer or access the App in order to design or build a competitive product or service,design or build a product using similar ideas, features, functions or graphics of the Services or App, or copy any ideas, features, functions or graphics of the Services or App, or launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services or App remove any copyright, trademark or other proprietary notices from any portion of the Services attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

3. User Content License Grant; Representations and Warranties.

3.1 User Content. Miao may permit (a) the posting and/or publishing by You and other Users of notes, questions, comments, ratings, reviews, images, videos and other audio-visual materials and communications (collectively, “User Postings”) and (b) the posting, creation, or modification by You and other users of computer code (including source code and object code) (“User Code”) (User Postings and User Code, collectively, “User Content”). You understand that whether or not such User Content is published, Miao does not guarantee any confidentiality with respect to any submissions.

3.2 License Grant to Miao. By posting, submitting or distributing User Content on or through the Website, You hereby grant to Miao a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, distribute, prepare derivative works of, use, make, have made, sell, offer for sale, import, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).

3.3 License Grant to Users.

1. User Postings. By posting, submitting or distributing us postings through the Website, You hereby grant to each User of the Website a non-exclusive license to access and use your User Postings in any manner permitted or made available by Miao on or through the Website.

(b) User Code. By posting, submitting or distributing User Code through the Website, You hereby grant to each User of the Website a non-exclusive license to access, use, reproduce, and distribute your User Code.

3.4 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting, creating, or publishing them. You represent and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Miao and Miao’s Users to use and distribute your User Content as necessary to exercise the licenses granted by You in these Terms and in the manner contemplated by Miao and these Terms; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (3) your User Content does not contain any viruses, adware, spyware, worms, or other malicious code.

3.5 Access to Your User Content. Miao may permit Users to share their User Content with a select group of other Users, or make their User Content public for all (even non-Website users) to view. You acknowledge and agree that, although Miao may provide certain features intended to allow you to restrict some User Content you create from others, Miao does not guarantee that such User Content will never be accessible by others. In the event of unauthorized access, Miao will use reasonable efforts to notify you. Miao HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO ANY RESTRICTED USER CONTENT.

3.6 User Content Disclaimer. You understand that when using the Website You will be exposed to User Content from a variety of sources, and that Miao is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that You may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Miao with respect thereto. Miao does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Miao expressly disclaims any and all liability in connection with User Content.

4. Term and Termination

This Agreement will remain in full force and effect while you use the Service and/or have a registered account with Miao. The Company may terminate or suspend your account at any time without notice if the Company believes that you have breached this Agreement, or for any other reason, with or without cause, in its sole discretion. Upon such termination or suspension, you will not be entitled to any refund of unused fees for in app purchases. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

5. Your Interactions with Other Users

5.1 YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT THE COMPANY CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ITS USERS. THE COMPANY ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS. THE COMPANY RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS, AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

5.2 The Company is not responsible for the conduct of any user. In no event shall the Company, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users or persons you meet through the Service. You agree to take all necessary precautions in all interactions with other users, particularly if you decide to communicate off the Service or meet in person, or if you decide to send money to another user. You understand that the Company makes no guarantees, either express or implied, regarding the accuracy and efficacy of the tutor’s ability to answer your questions, communicate with you and provide you with any academic help when using this Service. You should not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to other users.

6. Indemnification

By accepting these Terms and using Miao or the Services, you agree that you shall defend, indemnify and hold us, our affiliates, our licensors, and each of our and their respective officers, directors, other users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

your violation or breach of any term of these Terms or any applicable law or regulation, whether or not referenced herein;

your violation of any rights of any third party, including Participating Providers arranged via Miao, or

your use or misuse of Miao or the Services.

7. Disclaimers

You acknowledge and agree that neither the Company nor its affiliates and third party partners are responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of any incorrect or inaccurate Content posted in the Service, whether caused by users or any of the equipment or programming associated with or utilized in the Service;

the timeliness, deletion or removal, incorrect delivery or failure to store any Content, communications or personalization settings;

the conduct, whether online or offline, of any user;

any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; or

any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other person’s computer or device related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Service.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE.

From time to time, the Company may make third party opinions, advice, statements, offers, or other third party information or content available through the Service. All third party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content.

THE COMPANY DOES NOT:

GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT PROVIDED THROUGH THE SERVICE, OR ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS IN THE SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN THE SERVICE, OR TRANSMITTED TO OR BY ANY USERS.

In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted in the Service is for informational and entertainment purposes only and is not intended to replace or substitute for any professional educational, financial, medical, legal, or other advice. The Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Service. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

The Service may contain, and the Service or third parties may provide, advertisements and promotions offered by third parties and links to other web sites or resources. You acknowledge and agree that the Company is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found in or through the Service, 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 third party. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.

8. Modification of Terms and the Services

We may, at our sole discretion, from time to time amend or otherwise modify or replace any of these Terms, or change, suspend or discontinue Miao or the Services (including but not limited to the availability of any feature or content) by sending you notice through Miao or by posting a notice on our website at www.miao.academy , which shall be effective and binding on you upon notice or posting. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

9. Personal Data and Privacy

The collection, use, storage and transfer of your personal data are generally subject to our privacy policy and personal information collection statement, the latest version of which is at www.miao.academy . Our privacy policy, as may be amended and updated from time to time at our sole discretion, is incorporated by reference into these Terms.

10. Miscellaneous

(a) You may not assign or transfer any of your rights or obligations under these Terms to any person without our prior written approval. We may assign and transfer any of our rights and obligations under these Terms to any person.

(b) We may give notice by means of a general notice on Miao, or by electronic mail to your email address on record in our account information, or by written communication sent by regular mail to your address on record in our account information.

(c) If any provision under these Terms is rendered void, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected by it and shall continue to apply.

(d) The original text of these Terms is in English. In the event of any inconsistency between the English text and any foreign language translation, the English text shall prevail.

11. Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Singapore. Both you and us agree to submit to the exclusive jurisdiction of the courts of Singapore as regards any dispute or matter arising under these Terms.