The Course Service Agreement (hereinafter referred to as “the agreement”) shall be signed by Heyni Talk (Heyni Online Education Inc. and its associated parties) and students or their guardians who buy course service on Heyni Talk platform (including but not limited to PC terminal website [www.heynitalk.com], IOS mobile phone terminal APP, Android mobile phone terminal APP and other platforms operated by Heyni Talk).
Special prompt: if students or their guardians read, agree and sign the agreement, it means they have registered as online Chinese member of Heyni Talk; they have the right of signing Chinese supervisor and purchasing related course services in the platform freely. Students or their guardians must cautiously read and sufficiently understand contents in various articles and they shall pay attention to articles exempting or restricting responsibility of Heyni Talk (these articles have been in bold to prompt students and their guardians).

I. Agreement signing and effectiveness
The agreement contents include various articles in the main text of the agreement, various user’s agreements, course rules, service rules and privacy policies (hereinafter referred to as “Heyni Talk platform rules”) which have been issued or may be issued by Heyni Talk platform. Heyni Talk platform rules are impartible parts of the agreement which share equal legal force with the main text of the agreement. The agreement is commonly signed by students or their guardians with Heyni Talk based on their willingness which is suitable for all activities of students on Heyni Talk platform.
When students or their guardians register on Heyni Talk. They must record necessary correct and complete personal information. Students or their guardians shall bear corresponding responsibility if Heyni Talk suffers from any delay or loss because materials provided by them are unreal or inaccurate.
When students or their guardians purchase Heyni Talk course and service, they shall be above 18 and have read, understood and accepted all articles in the main text of agreement and Heyni Talk platform rules; in addition, they shall commit that they will read, understand and accept related rules issued on Heyni Talk platform frequently. Students or their guardians confirm that they pay course fee under the premise of knowing and accepting the agreement. Once students or their guardians purchase course and pay corresponding fee on Heyni Talk platform, it shall be regarded as students or their guardians have read all articles in the agreement, sufficiently understood contents of articles in the agreement, agreed to be restricted by the agreement and they shall obey various articles in the agreement.
Minor users shall read the agreement with the accompanying of guardians. If minor users agree and sign the agreement and purchase course, it shall be regarded as the expression of true intention under the guidance of their guardians or made by their guardians with the legal force.
Course purchasing or other actions on Heyni Talk platform through the account of students or their guardians shall be regarded as expression of true intention of students or their guardians. The agreement shall come into force after receiving course fee paid by students or their guardians.

II. Course information
Basic course information: be subject to order information in the account of students or their guardians on Heyni Talk platform.
Students or their guardians know and agree the order is impartible part of the agreement. If appointments related to special course service in the order are conflicted with the agreement, the effectiveness priority is (1) order; (2) the agreement.

III. Course service
Heyni Talk provides course service based on the agreement and order made by students or their guardians for students.
Students or their guardians can select signed Chinese supervisor suitable for learning characteristics of students based on video introduction, course price, class duration, Chinese language type, highest education, nationality, gender, teacher qualification certificate (HSK and mandarin level certificate), the second language, proficient course type, self-introduction, student comment and other dimensions.
Students or their guardians shall make reservation based on own learning time for selected signed Chinese supervisor and reserved time shall be converted as students’ local time (students or their guardians shall operate manually independently if it is no converted automatically). Pay reservation fee based on the price of the course of Chinese supervisor after successful reservation and Chinese supervisor shall teach students one by one.
Heyni Talk keeps the right of adjusting blocks on Heyni Talk platform and arranging and changing Chinese supervisor based on the state; however, Heyni Talk needs to notice related adjustments to students or their guardians by announcement or other methods in advance.
Students can collect their fond signed Chinese supervisor and it shall be warned through dialog box after the signed Chinese supervisor logins the platform.
Students can select learning contents based on individual hobbies based on “Yueting”, “1-for-1 supervisor” and other blocks. Learning contents in the block focus on characteristics of Chinese language cultures covering education, science and technology, sports, culture and politics, which are dubbed by professional and standard mandarin professional person inside mainland China. The text contents show bilingual characteristics and students can click Chinese content on learning page to inquire. Inquiry dialog box can draw pronunciation, stroke and translation at real time.
Students can learn about Chinese culture and daily oral language through “Oral Learning”, “Speech and Debate”, “Recitation and Host”, “Writing Revision”, “Traditional Chinese Culture”, “Commercial Communication” and other free learning blocks.
Students can mark new words during the learning process and add them to their new word book to consolidate and learn at any time.
The learning platform shall automatically record Chinese learning contents of any block of students; students can draw the course to revise in “class recording” block at any time.

IV. Course rules
If students cannot start to use course related to the order at reservation time, they must cancel the course 6h before the course starts; it shall be regarded as being absent if it cannot be canceled 6h before the start. If students or their guardians put forward to return fees to Heyni Talk based on related appointments in the agreement, the absent class hour of students each time shall be calculated into deducted class hour.
If students cannot complete reservation course due to the reason of Heyni Talk (Including but not limited to supervisor is late for over 5 minutes, temporary inability to teach, teaching interruption due to personal reason and fault of teaching system of Heyni Talk), the class hour shall not be deducted and it shall be arranged otherwise based on the time of students.
Course donated by Heyni Talk to students, including but not limited to all courses donated in purchasing the course and courses gained when students participate in various activities held by Heyni Talk (if any) shall be started to use after all courses purchased by students or their guardians or wallet balances are used. If students or their guardians apply to return fees, all courses donated when students or their guardians purchase the course or participate in promotion activity, preferences and other projects shall be automatically canceled.
Heyni Talk or the supervisor has the right to stop the course service and deduct class hour if students or their guardians have following circumstances; meanwhile, Heyni Talk has the right to unilaterally dissolve the agreement without the necessity of returning any fee to students or their guardians and bearing any legal consequence; in addition, students or their guardians shall make compensation if Heyni Talk or Chinese supervisor suffers from any loss:
Wear exposed clothes, including but not limited to expose private positions of the body
Many students have the class or the student doesn’t have the class by himself/herself, including but not limited to adults have the class;
Domestic violence or inappropriate teaching behavior, including disciplinary body contact or serious verbal abuse;
Endanger personal and property safety and leak private privacy;
The speech and behavior is related to bawdy, salacity, gambling, superstition, terrorism and violence;
The speech and behavior is related to nationality, race, religion, and sexual discrimination;
Have aggressive and discriminatory speech and behavior for Chinese supervisor or Heyni Talk and working personnel in Heyni Talk;
Violate related laws and regulations or rules of Heyni Talk platform.

V. Course fee payment and returning
Students or their guardians can purchased selected course through the third party payment platform; students or their guardians shall pay to Heyni Talk in USD, which shall be settled based on real-time exchange rate. Heyni Talk platform shall not collect any bank account and payment information of students or their guardians; students or their guardians shall independently pay attention to property safety. The property loss of students or their guardians not caused due to the fault of Heyni Talk is unrelated to Heyni Talk.
Fee returning rules:
It is needed to confirm the fee payment behavior is conducted under the premise charged service provided by the platform is suitable for oneself if students or their guardians purchase course on the Heyni Talk platform or recharge related fees to wallet. Heyni Talk platform has the right of not accepting amount returning for following amount returning request.
VI. Tax
When students or their guardians purchase the course service, related sales tax or other taxes and fees which are needed to be paid shall be shown on settlement page. These taxes and fees shall be paid by students or their guardians.

VII. Rights and obligations of both parties
Rights and obligations of students or their guardians:
Students or their guardians cannot influence normal operation of Heyni Talk platform, course process and learning activity of other members; otherwise, Heyni Talk has the right to pause the use of student’s course account.
Students or their guardians commit they only purchase course service through Heyni Talk platform; students or their guardians cannot purchase course service of Heyni Talk platform with any Chinese supervisor on Heyni Talk platform or any third party in other methods; otherwise, Heyni Talk has the right to freeze the account of students or their guardians; for courses which have been purchased by students or their guardians, Heyni Talk has the right of not providing course service without the necessity of returning any fee to students or their guardians; in addition, Heyni Talk has the right to dissolve the agreement with students or their guardians without bearing any responsibility.
Within the course learning period, students or their guardians can contact working personnel of Heyni Talk at any time for any problem.
Students or their guardians cannot issue unreal speech to damage reputation of Chinese supervisor, Heyni Talk or employees of Heyni Talk.
In any circumstance, students or their guardians cannot arbitrarily sell or transfer all or partial course service provided by Heyni Talk.
Students or their guardians agree to independent prepare broadband Internet access equipment as well as software and hardware equipment necessary for learning Heyni Talk course.
In order to protect rights of all registered users and members, students or their guardians cannot utilize Heyni Talk platform to collect, inquire and ask for personal information, contact method (such as e-mail address, QQ account, WeChat account, MicroBlog and Facebook, etc.), friend and financial state of other members and Chinese supervisor.
Rights and obligations of Heyni Talk:
Under the premise of guaranteeing service quality, Heyni Talk has the right to unilaterally improve, adjust and change its service content, course arrangement or other issues; however, Heyni Talk shall notify previous changes to students or their guardians through Heyni Talk platform or other methods.
Heyni Talk can transfer its all or partial interests in the agreement at any time without the necessary of gaining consent from students or their guardians. Students or their guardianscannot transfer their all or partial interests in the agreement unless gaining written agreement or authorization from Heyni Talk.
Heyni Talk shall provide corresponding technical support service within the scope of appointment based on requirements put forward by students or their guardians; in addition, it shall respond questions and opinions put forward by students or their guardians in time.

VIII. Personal information and secrecy maintenance
Heyni Talk pays attention to protecting safety of personal information of students or their guardians. Refer to Privacy Policy for specific information.
In order to provide convenience for Heyni Talk to learn about student state and perform obligations in the agreement better, students or their guardians agree to provide partial personal information of students to Heyni Talk. Students or their guardians agree that Heyni Talk can apply student’s personal information for internal teaching management and other purposes; however, it shall pay attention to strictly protecting student’s personal privacy based on laws.
If information of students provided by students or their guardians is changed, students or their guardians shall notify working personnel of Heyni Talk in time; students or their guardians shall independently bear the responsibility if student’s learning is influenced because they don’t notify in time which results in Heyni Talk cannot contact them.
Students or their guardians agree to properly preserve their course account and password and they shall be responsible for activity conducted by any person by utilizing their account and password. If student’s account and password are used without authorization or there are other safety problems, students or their guardians shall notify working personnel of Heyni Talk immediately and ask working personnel of Heyni Talk to pause related services. Students or their guardians cannot lend, shift or transfer the course account and password to the third person for use. If Heyni Talk doubts students or their guardians violate the appointment with reasonable reason, Heyni Talk has the right to pause and stop the use of the account of students or their guardians; if Heyni Talk finally confirms that students or their guardians violate the appointment, Heyni Talk has the right to terminate the agreement immediately.
Students or their guardians cannot provide or disclose technical data, commercial secret and other confidential materials and information of Heyni Talk gained during agreement signing or performance to the third party in any method without being agreed and authorized by Heyni Talk in written form. If students or their guardians violate the regulation, Heyni Talk has the right to immediately terminate the agreement and askstudents or their guardians to compensate for corresponding loss.

IX. Intellectual property right
Heyni Talk owns ownership as well as all and complete intellectual property right of following materials: (1) all materials made by Heyni Talk for all courses (including but not limited to video, audio frequency, service material, teaching outline, courseware and other related materials, etc.); (2) all materials generated during the course service process (including but not limited to any video, audio frequency, service material, teaching outline, courseware and other related materials, etc.); (3) software, process and content shown, used or provided on Heyni Talk platform. Without being agreed by Heyni Talk, in any time (including the period within the valid term of the agreement and after agreement termination), students or their guardians cannot: (1) utilize previous materials for commercial purpose; (2) translate, copy, publicize and edit previous materials in any method; and (3) disclose previous materials to any third party.
Students or their guardians agree that in all courses with participation of students or other activities organized and held by Heyni Talk with participation of students, Heyni Talk can take picture, shoot, record sound and video and conduct other activities. Heyni Talk independently owns all and complete intellectual property right for works and audio and video recording products during the process of previous recording activities. Heyni Talk agrees to adopt strict secrecy maintenance measures for student’s personal information based on laws. Without being agreed by students or their guardians, Heyni Talk cannot publicly use other personal information including images of students or showing individual status for commercial purpose. When one of following circumstances occur, Heyni Talk can reasonably use student’s image, name and other personal information and it is unnecessary for Heyni Talk to independently gain consent from students or their guardians and pay any fee to students or their guardians: (1) student’s image, name and other legal civil rights and interests have been clearly abandoned; (2) for the internal display or used demand of Heyni Talk, including but not limited to display in internal conference and preservation of related materials in Heyni Talkarchival repository or server as historical archive; (3) the purpose of display is meeting the purpose of the agreement.

X. Liability for breach of contract
Any party shall bear the liability for breach of contract if it breaches the contract and it shall bear the responsibility of providing compensation for the loss of the other party.
If Heyni Talk breaches the contract, students or their guardians have the right to terminate the agreement through notifying Heyni Talk at any time and ask Heyni Talk to return fees based on the fee returning method appointed in the agreement.
If students or their guardians breach the contract, Heyni Talk has the right to terminate the agreement through notifying students or their guardians at any time; if the nonperformance of students or their guardians results in the loss of Heyni Talk, Heyni Talk has the right to deduct corresponding amount in the course fee which has been paid by students or their guardians without being used in advance; if the course fee is insufficient to make up for the loss of Heyni Talk, Heyni Talk has the right to ask students or their guardians to make compensation continuously.

XI. Force majeure
“Force majeure” refers to the events which cannot be reasonably controlled, foreseen and avoided even it can be foreseen by both parties and impact, influence or delay any party to perform its all or partial obligation based on the agreement. The events include but are not limited to natural disaster, governmental behavior, war or other similar events as well as those impeding, influencing or delaying any party to perform its all or partial obligation based on the agreement.
Any party suffering from force majeure can pause to terminate performance of obligations in the agreement until the influence of force majeure is eliminated without bearing any liability for breach of contract; however, it shall make the best effort to overcome the event and eliminate its negative influence.
Students or their guardians conform: if Heyni Talk platform is unavailable or data of course service used by students is lost or damaged due to following circumstances, it shall not be regarded as Heyni Talk breaches the contract and Heyni Talk shall not bear the responsibility:
Due to service interruption caused by regular inspection or construction and software and hardware updating and maintenance or accidental failure of software and hardware equipment and electronic communication equipment;
The service is unavailable due to inappropriate use of students or their guardians;
Event caused by hacker, virus and technical adjustment of telecommunications department.
Both parties shall not bear the liability for the breach of contract if the agreement performance is influenced due to adjustment of national laws, policies and regulations, administrative intervention, fire, earthquake, war and force majeure factors.

XII. Legislative jurisdiction and dispute solution
Laws in British Columbia Province of Canada and Canadian Federation (if applicable) are suitable for the agreement signing, performance, interpretation and dispute solution.
Unmentioned issues in the agreement shall be subject to publicized contents based on the official platform of Heyni Talk Company. Both parties shall dissolve any dispute resulted from or related to the agreement through friendly negotiation; if the negotiation cannot be reached, both parties agree to submit the dispute to the court in British Columbia Province of Canada.

XIII. Other provisions
The agreement shall be terminated automatically after the course of students or their guardians is completely expired and course account owned by students or their guardians is invalid at the same time; however, the termination of the agreement shall not influence validity of secrecy maintaining of related personal information and intellectual property right articles.
Heyni Talk has the right to revise contents in the agreement and Heyni Talk platform based on laws, rules, regulations and course and management improvement demand which shall be announced on the Heyni Talk platform. Once the agreement is announced, it shall come into force immediately and replace original agreement and it is unnecessary for Heyni Talk to notice otherwise; students or their guardians can login to refer to the latest agreement at any time. If students or their guardians don’t agree with updated agreement, they shall notify Heyni Talk in written form immediately and stop to accept service provided by Heyni Talk based on the agreement; if students or their guardians don’t notify Heyni Talk within 2 working days or students or their guardians continue to use service provided by Heyni Talk, it shall be regarded as they agree with updated agreement.
After the agreement is confirmed and agreed by students or their guardians, it shall be preserved in Heyni Talk system in electronic document as the basis for both parties to sign and obey the agreement.
If any article in the agreement is completely or partially invalid or cannot be performed due to any reason, other articles in the agreement are still valid with binding force.