Terms of Use

This Terms of Use was last updated on May 1st, 2020.

1. Contractual Relationship

1.1. These Terms of Use (“Terms”) govern your access or use, from within the Japan and its territories and possessions (collectively, “Japan”), of the software, website, mobile applications, content, products, or any other offering and service (“Services”, as defined below in Clause 2) made available in Japan by Qkids Education Technology Limited and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Vendor”). Please read these Terms carefully, as they constitute a legal agreement between you and Vendor.

1.2. By accessing, using the Services or clicking on the “Accept” button, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede any and all prior oral or written agreements or arrangements between you and Vendor (if any). Vendor may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

1.3. Supplemental terms may apply to certain Services, such as policies for a particular products, event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate case-by-case disclosures (e.g., a particular commercial fryer or web page) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Service(s).

1.4. Vendor may amend the Terms from time to time. Amendments will be effective upon Vendor’s posting of such updated Terms on its Applications (as defined below in Clause 2), Website (as defined below in Clause 3), or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the amended Terms. If Vendor changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by cease to use or access to the Service(s) and apply for a refund. Such application must be provided by email from the email address associated with your account to Vendor’s Customer Service Email at service_jp@qkids.com. In order to be effective, the notice must include your full name and clearly indicate your intent to be refunded, subject to Clause 3.6.

1.5. Vendor’s collection and use of personal information in connection with the Services is described in Vendor’s Privacy Policy located at https://qkids.com/jp/. It contains important information about online privacy of children under the age of 13. Please read it carefully before accessing or using the Services.

1.6. Please review the arbitration agreement set forth below in Clause 10 carefully, as it will require you to resolve disputes with Vendor on an individual basis through final and binding arbitration. By accessing or using the Services, you expressly acknowledge that you have read, understand and accept all these Terms and have taken time to consider the consequences of this important decision.

1.7. In these Terms, (i) the words “including” and “include”, and words of similar effect do not limit the general effect of the words which precede them and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words; (ii) words importing the singular include the plural and vice versa; (iii) the headings and contents are for reference only and shall be ignored when construing these Terms; and (iv) reference to a Clause is a reference to the clause of or to these Terms and shall have the same force and effect as if expressly set out in the body of these Terms.

2. Services

2.1. The services as offered by Vendor comprise computer (including PC and Macintosh) software and/or mobile applications (including iOS, Android and Wechat micro-App, each, “Application”) and related services (together, “Services”), which enable you to purchase, arrange and schedule online courses, and/or delivery such courses in different packages which contains a certain number of Sessions (as defined in Clause 2.2) and a certain number of free Sessions (if any), including the live online teaching/training services of such Sessions as performed by the independent contractors under agreement with Vendor or certain of Vendor’s affiliates (“Instructors”).

2.2. You may use the Applications to connect the students (as defined in Clause 3.4) with Instructors in the course (“Course”), and each Session of such Course generally takes twenty-five (25) to thirty (30) minutes depending on the nature of such Course (“Session”), unless otherwise provided by Vendor’s Policies (as defined in Clause 3.1).

2.3. Each type of Course, as well as the same type of course during different promotion campaigns, may have different valid term of access and usage in your account, which would vary from a period of thirty (30) days from the day following the date of purchase of the Course, to three hundred and sixty five (365) days (“Valid Term”). The Valid Term shall not be suspended and/or extended unless otherwise provided by Vendor’s Policies. The Valid Term of a new Course purchased during the Valid Term of the same Course in your Account, will be calculated separately from the Valid Term of the existing Course in your Account.

2.4. You understand and agree that Instructors for the Courses you purchased will or will not rotating depending on the nature of Courses. The Instructors may, at their sole discretion, terminate their independent contractor relationship with Vendor at any time. Vendor shall not in any way guarantee the Instructor availability to you and/Users and shall not be held liable for any issues relating to Instructor availability.

3. Access and use of the Services

3.1. Governing Policies

The terms and conditions of the Privacy Policy and other policies governing your access and use of the Services (together, “Policies”), which are posted on Vendor’s website at https://qkids.com/jp/ (“Website”) and may be amended or supplemented from time to time, are incorporated in this Terms. The Policies are an integral part of these Terms and have the same binding legal effect as this Terms. You voluntarily agreed to this Terms which governs all your activities of while using Services.

3.2. Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your network’s data rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Vendor does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications, which Vendor shall not in any way be responsible for.

3.3. User Accounts.

Unless a specific Service permits otherwise, you must be at least 18 years of age to register, obtain and maintain an active personal user Services account (“Account”), before further access to and/or use of Services. Account registration requires you to submit to Vendor certain personal information, such as your valid cellphone number (to activate your Account), Account username, email and others. Please note that your failure to maintain accurate, complete and up-to-date Account information may result in your inability to access or use the Services. In any and all events, you shall be responsible for and shall indemnify Vendor from any losses or damages resulting from the inaccurate, misleading or ambiguous information provided by you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Vendor in writing, you may only possess one Account.

3.4. Purchase of Courses

Before purchasing Courses from Vendor, you shall (i) have read, understood and accepted these Terms and Policies; (ii) agreed to read and accept any updates, amendments, or supplements to these Terms and Policies, which may be posted from time to time on Website and/or Applications; and (iii) have successfully registered an Account.

You understand that use of the Services may result in charges to you for the services or goods you receive (“Fees”). Vendor will receive and/or enable your payment of the applicable Fees for Services provided via a third-party payment service provider (e.g., Paypal). Fees will be inclusive of applicable taxes where required by applicable law. If you elect to access or use the Services that involve payment of Fees, you shall agree to make the full payment of such Fees and all taxes associated with such access or use, before receiving and using the Service(s). You hereby represent and warrant that you are fully authorized to provide payment method(s) to a third-party payment service provider to charge such Fees and hereby authorize a third-party payment service provider to charge such Fees on a regular basis as they are due on behalf of Vendor.

You could purchase several different packages of Courses for one or more students under your parental and/or legal guardian (“Students”). All Students under your account share all available Sessions for Course(s) in your Account. You shall not transfer the Account to any other person or use another person’s Account at any time.

As a parent or a legal guardian of a student (collectively with Student, “Users”), you are fully responsible for (i) all the conduct of such Student; (ii) controlling such Student’s access to and use of the Services; and (iii) the consequences of such Student’s any misconduct.

3.5. Normal Sessions and Changes to Sessions

For a particular Course, Vendor will assess a Student’s academic level based on information of the Student’s academic background as collected upon Account registration, and assist Users to determine the appropriate level for the Student. The Student will start the Course from the level as determined by Vendor and the Users accordingly.

Users may use the Applications to arrange, schedule a Session available in the Account, subject to the availability of the Instructors. Once such scheduled Session is confirmed, the Student shall attend the Session accordingly.

If a Student cannot attend a scheduled Session on the time as confirmed and listed in the Account, Users may cancel or reschedule such Session at least twenty-four (24) hours in advance. If Users fail to cancel or reschedule such Session at least twenty-four (24) hours in advance, the Student will be deemed as “no-show” for this Session. Each “no-show” will result in deduction of one Session from the Sessions number of remaining Course(s) package in your Account.

If a Student fails to attend a Session on the scheduled starting time but attends the Session during the scheduled time period, this Session shall be concluded upon the scheduled ending time, and the Users cannot request that the ending time of the Session be postponed or prolonged. This Session will be deemed as completed and will be deducted from the Sessions number of remaining Course(s) package in your Account.

If a Student are unable to complete the Session as a result of User’s system outages occurred after a scheduled Session has started, this Session will be deemed as completed and will be deducted from the Sessions number of remaining Course(s) package in your Account.

If a Student cannot complete a scheduled Session due to reasons attributable to Vendor and/or the Instructor of the Session, which include but are not limited to, (i) the Instructor is late for over five (5) minutes, (ii) the Instructor cancels the Session or stops teaching prior to the scheduled ending time for any reason not attributable to the Users; or (iii) Vendor’s Applications or Services experience system outrages, you may reschedule such Session, and such Session will not be deducted from the Sessions number of remaining Course(s) package in your Account.

Other than the right to reschedule the same Session as provided herein, you acknowledge and agree that Vendor and/or the Instructor shall not liable for: (a) the unavailability of the Session during the scheduled time period; (b) any loss of materials, data or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Session, any internet service providers, any third-party platforms, or any internet facilities and networks.

During the Valid Term of a Course, if a Student could not take the Course for certain period of time, you may submit a written request for a leave of absence for the Student to Vendor’s Customer Service at service_jp@qkids.com. If Vendor approves the request, the Valid Term of the Course will be extended by the days in the request for leave. In any event, no more than two (2) requests for absence of leave shall be submitted by you during the Valid Term of a Course, and the maximum extension to the Valid Term of a Course shall not exceed sixty (60) days.

3.6. Payment Refund

During the Valid Term of any purchased Course, subject to Vendor’s Policies in connection with refund, you are entitled to a refund of the payment for such Course by filing a written request for refund to Vendor’s Customer Service at service_jp@qkids.com. If you request a refund for a purchased Course and a Student in your Account have attended one or more Session(s) for such Course prior to the request, you are entitled to a refund of the payment for the remaining Sessions, subject to the formula as shown below.

Amount of refund = the amount paid for the Course – the number of completed Sessions as schedule (including Sessions in which “no-shows” of Students) × the price per Session at the time of purchase

You shall pay for any bank transaction fees and/or taxes incurred in connection with the refund, which will be deducted from the payment to you in advance. The refund payment will be arranged within two (2) weeks from the approval date of the refund request. The refund will be made to the same account and in the same manner from which the payment was made. Vendor will notify you upon the refund application being submitted to the relevant bank/third-party online payment service provider. The time period of successful receipt of the refund transfer may vary depending on the different manner of transfer, which Vendor could not guarantee.

Any free Sessions given to Users (if any) at the time of purchase of Course(s) can only be used after the Student completes all the paid Sessions. All the free Sessions will be canceled automatically upon your request of refund of relevant Course. All the free Sessions should not be monetized at all time.

Please note that if Vendor believe or have the reason to believe, in its sole discretion that you are abusing the refund policy in these Terms, Vendor is entitled to unilaterally suspend or terminate your Account and refuse or restrict any and all current or future use of the Services, without any liability to Vendor.

4. Represents, warrants and covenants

4.1. Users represent, warrant and covenant the following:

During the use of the Services, you and Users in your Account will not (i) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise); (ii) conduct, perform, post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information; (iii) copy, modify, reverse engineer, reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from, deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit Vendor’s Applications, Website, any and all content, Vendor’s Materials (as defined in Clause 6), the Services or Courses except as permitted by these Terms; (iv) frame or embed the Services to circumvent the Services; (v) engage in any and all activities that Vendor knows or should have reasonably known having adversely affect toward the normal operation of the Services, Applications, Website and/or Vendor’s reputation; (vi) solicit, collect, probe, or ask for any private information of other Students, Users and/or Instructors, including but not limited to personal information, contact information, personal network or financial status; (vii) disparage Vendor and/or Instructors’ performance, or distribute any false or misleading statement in any social media, we-media, newspaper and any other form of mass media, or take and/or commit to take any action/omission which could reasonably be expected to adversely affect the personal or professional reputation of Vendor, its employees and/or Instructors; (vii) sell, assign or transfer any part or all of the purchased Course in the Account to any third-party in any manner; (viii) impersonate another User or gain unauthorized access to another User’s account for the Services.

4.2. Vendor represents, warrants and covenants the following:

Vendor reserves the right and shall be entitled, at its sole discretion, without any liabilities, to terminate, suspend, modify, or delete (i) any Application(s), Account(s), Website, Course(s) and/or Service(s); (ii) Users access to Application(s), Website, Account(s), Course(s) and/or Service(s).

If Vendor found and/or have reasonable believe at any time that Users breach or violate any of these Terms, Policies, applicable laws, administrative rules and regulations, as may or may not be posted on Applications, Website from time to time, Vendor may take immediate action based on the nature of such misconducts and principles of proportionality and appropriateness, without prior notice to you and/or Users. In such cases. Vendor shall not be liable for refund of any Courses you may have purchased nor for any other use of the Services associated with your Account. For avoidance of any doubt, you understand, acknowledge and agree that it will not be compensated nor be eligible for any refund under any circumstances for any such access lost, terminate, suspend, modify, or delete of your Account to the Application(s), Account(s), Website, Course(s) and/or Service(s), including without limitation to the Courses purchased by you.

Upon your written requested, Vendor should provide you with reasonable technical support services during regular business hours of Vendor.

5. Personal Information and Confidentiality

Any information collected by Vendor in connection with the use of the Services is subject to the Privacy Policy at https://qkids.com/jp/.

6. Intellectual Property

Vendor has the ownership of all intellectual property rights, including but not limited to copyrights, in the following materials: (1) all the materials, including but not limited to Applications, textbooks and all relevant torturing and training materials as prepared by Vendor and/or Instructors for Services; (2) all the materials, including but not limited to any picture, screen-shot, voice, videos and schemes as generated, recorded or made during any Session, Course and/or your use of Services; (3) software, programs and similar Applications and their contents as displayed, used, or provided by Vendor and/or on its Website; and (4) any other materials, content or technologies created by or for Vendor in connection with provision of Services (“Vendor Materials”).

Vendor hereby grants Users in their Account a limited, non-exclusive, non-transferable non-sublicensable, revocable license to (i) access and use the Vendor Materials solely for the User’s personal, non-commercial, educational purposes in connection with your use of Services; and (ii) access and use any content, information and related materials that may be made available through Services, in each case solely for User’s personal, noncommercial use, in accordance with these Terms and any conditions or restrictions associated with particular Courses or Services. Any rights not expressly granted to Users herein are reserved by Vendor.

Without Vendor’s prior expressed consent, Users shall not, at any time during and after the termination of the use of Services, (i) use Vendor Materials for commercial purpose; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Services and/or Vendor Materials; (iii) disclose, sell, share, license, or otherwise redistribute or transmit Vendor Materials to any third-party; (iv) decompile, reverse engineer or disassemble the Applications, Website and/or Vendor Materials; (v) link to, mirror or frame any portion of the Services, Website and/or Vendor Materials; (vi) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of Services and/or Website or unduly burdening or hindering the operation and/or functionality of any aspect of Services and/or Website; or (vii) attempt to gain unauthorized access to or impair any aspect of Services and/or Website or its related systems or networks.

Users acknowledge and agree that Vendor is authorized to record both video and voice of any Session of the Courses taken by Students, for the purpose of internal training, researching and quality control. Vendor shall have full, exclusive and complete intellectual property rights, as permitted by applicable laws, to all of the recorded materials including but not limited to live pictures, steams, screen-shots, voices and/or videos.

Vendor acknowledge and agree to strictly keep Users’ information confidential at all time. Without Users’ prior expressed consent, Vendor shall not make commercial use of the information including the portraits of Users or the information indicating the identity of Users. Only if any of the following events occurs, Vendor can reasonably make use of Users’ information including portraits, name or other personal information without Users’ prior consent: (i) Users clearly waive portrait right, name right and all related other civil legal rights; (ii) the information is used for the purpose of internal use subject to Users’ consent to Vendor’s Privacy Policy; (iii) as requested by any law enforcement agency, administrative bureau and/or other authorities according to applicable laws.

7. Non-Solicitation

Instructors and Vendor’s employees and are important human resources to Vendor’s existence and development. You agree not to, in any way, solicit, request, invite or otherwise cause any Instructors or Vendor’s employees to terminate the contractual and/or employment relationship with Vendor and/or accept a position for similar function (whether full-time, part-time, or temporary) offered by you or other individuals or organizations unaffiliated with Vendor, during the term and within two (2) years after the termination of the use of Services.

In the event of any breach of the foregoing non-solicitation obligation by you, you shall be liable for penalty to Vendor in an amount equivalent to twice the annual payment earned by the solicited person from Vendor immediately before the termination of the relationship with Vendor.

8. Liability for Breach of these Terms

Subject to Clause 6, a party who breaches its representations, warranties, covenants or obligations under these Terms shall be liable for all the losses and damages incurred by the other party as a consequence of the breach.

9. Disclaimers; Limitation of Liability; Indemnity

9.1. Disclaimer.

The Services, Courses and any relevant materials made available on or through the use of Services are provided “as is”, without warranties of any kind, either express or implied. to the fullest extent permissible pursuant to applicable law. Vendor and/or its affiliates, licensors, suppliers, advertisers, sponsors, agents, employees and Instructors, disclaim all warranties, express or implied, including without limitation, implied warranties of title, non-infringement, accuracy, merchantability and fitness for a particular purpose, and any warranties that may arise from course of dealing, course of performance or usage of trade. Vendor and/or its affiliates, licensors, suppliers, advertisers, sponsors, agents, employees and Instructors do not warrant that your use of Services will be uninterrupted, error-free or secure, that defects will be corrected, or that the Services, the submissions, the server(s) on which the services are hosted, or any Services available on any third-party platforms are free of viruses or other harmful components. No opinion, advice or statement of Vendor and/or its affiliates, licensors, suppliers, advertisers, sponsors, agents, employees and Instructors, whether made through the use of the Services, or on third-party platforms or otherwise, shall create any warranty of any kind, either express or implied. You voluntarily acknowledged and agree that the entire risk arising out of your use of Services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.

9.2. Limitation of liability.

The Services may be used by you to request, schedule and receive Courses with Instructors, and you acknowledge and agree that Vendor has no responsibility or liability to you related to any service(s) provided to you by Instructors other than as expressly set forth in these Terms.

Vendor shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the services, regardless of the negligence (either active, affirmative, sole, or concurrent) of vendor, even if vendor has been advised of the possibility of such damages.

Vendor shall not be liable for any damages, liability or losses arising out of: (i) your use of or reliance on Services or your inability to access or use Services; (ii) any delay or failure in performance resulting from causes beyond Vendor’s reasonable control; or (iii) any relationship between you and any Instructor, whether or not Vendor and/or its affiliates, licensors, suppliers, advertisers, sponsors, agents and employees have been advised of the possibility of such damages.

The limitations and disclaimer in this Clause 9 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. If the jurisdictions do not allow the exclusion of or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Vendor’s liability shall be limited to the extent permitted by law. In all circumstances, you acknowledge and agree that Vendor’s liability to you arises from these Terms is limited to the full amount you have paid under your Account to Vendor.

9.3. Indemnity.

In consideration for using the Services, you agree to indemnify, defend, and hold Vendor and/or its owners, affiliates, officers, directors, employees, Instructors, licensors, agents, representatives, successors, and assigns harmless from any and all claims, demands, losses, liabilities, damages (including consequential, compensatory, or punitive damages), and expenses (including attorneys’ fees), whether based upon breach of contract, breach of warranty, or any other legal theory, arising out of or in connection with (i) your use of the Services; (ii) your breach or violation of any reorientations, warranties, covenants contained in these Terms; (iii) your violation of any applicable laws or regulations; and (iv) your violation of the rights of any third party, including the Instructors.

Vendor does not hire or employ Instructors and is not responsible or liable for interactions, communications, transactions and/or relationship of any kind between the Instructors and the Users. Vendor shall not responsible for any disputes, claims, losses, liabilities, damages (including consequential, compensatory, or punitive damages), and expenses that arises out of or relate to either active or inactive, implied or expressed conducts of Instructors and/or Users, including but not limited to, any Users reliance upon any information, materials and other goods and/or services provided by an Instructor.

10. Arbitration Agreement

10.1. By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Vendor on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Vendor, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Vendor by someone else.

10.2. You and Vendor agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by the parties through friendly negotiation via emailing Vendor at service_jp@qkids.com first. If the dispute cannot be resolved through negotiation, the parties agree that any such dispute or claim will be settled by binding arbitration between you and Vendor, and not in a court of law.

10.3. You acknowledge and agree that you and Vendor are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Vendor otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Vendor each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

10.4. The arbitration will be administered by the Hong Kong International Arbitration Centre (“HKIAC”) of Hong Kong Special Administrative Region of the PRC (“HKSAR”) in accordance with the UNCITRAL Arbitration Rules then in effect and as may be amended by the rest of these Terms (“HKIAC Rules”) The HKIAC Rules are available at www.hkiac.org/.

10.5. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this clause of arbitration agreement evidences a transaction involving international commerce and that laws of HKSAR, will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the HKIAC Rules and laws of HKSAR shall preempt all state laws to the fullest extent permitted by law.

10.6. The parties agree that a sole HKIAC arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of these Terms, including any claim that all or any part of the clause of arbitration agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

10.7. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration. The Arbitrator will be either selected and mutually agreed upon by the parties from the HKIAC’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the HKIAC will appoint the arbitrator in accordance with the HKIAC Rules.

10.8. Unless you and Vendor otherwise agree, the arbitration will be conducted in HKSAR and will be conducted solely on the basis of documents you and Vendor submit to the Arbitrator, unless the Arbitrator determines that a hearing is necessary.

10.9. The Arbitrator will render an award within the time frame specified in the HKIAC Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. Your responsibility to pay any HKIAC filing, administrative and arbitrator fees will be solely as set forth in the HKIAC Rules.

10.10. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

11. Miscellaneous

11.1. Termination.

After the Courses in your account are completed, or the Services with respect to Vendor are terminated earlier pursuant to Section 5.2, 6.3 6.4 or 12.2, this Agreement shall be terminated automatically and your account shall expire immediately. The termination of this Agreement will not affect the validity of the provisions pertaining to confidentiality, intellectual property and non-solicitation set forth in Section 6, Section 7 and Section 8 herein, respectively.

11.2. Modifications.

Vendor shall be entitled to amend these Terms, Policies and other content on Website from time to time, and Vendor will notify you through Website or other manners of communication provided herein. The amended Terms or Polices will come into force once posted on Website and will supersede the previous Terms or Polices automatically. In case of disagreement of the amended Terms or Polices, you shall notify Vendor by email to service_jp@qkids.com and immediately stop using the Services. You will be deemed to have read, understood and accepted the amended Terms or Polices, if you fails to object to such amendment in writing within two (2) days or your continuously use of Services thereafter.

11.3. Severability.

If any provision hereof is held to be invalid or unenforceable, in whole or in part, for any reasons, such provision or part thereof shall to that extent be deemed not to form part of these Terms The remaining provisions of these Terms shall remain valid and binding.

11.4. Assignment.

You may not assign or transfer this Agreement in whole or in part without Vendor’s prior written approval. Vendor may assign or transfer these Terms in whole or in part, without any notice to or approval by you to any party, provided that your rights hereunder are not prejudiced.

11.5. Choice of Law.

These Terms are governed by and construed in accordance with the laws of HKSAR, without giving effect to any conflict of law principles, except as may be otherwise provided in Clause 9 above or in supplemental terms applicable to your Courses. The foregoing choice of law provisions do not apply to the arbitration clause in Clause 9 or to any arbitrable disputes as defined therein. Instead, as described in Clause 9, the HKIAC Rules shall apply to any such disputes.