I. Prompt clause

1. The User’s Agreement (hereinafter referred to as “the agreement”) is commonly signed by Heyni Talk (Heyni Online Education Inc. and its associated parties) and users using Heyni Talk platform (including but not limited to PC terminal website, ISO mobile phone terminal APP, Android terminal APP and other platforms operated by Heyni Talk) to provide related service based on the Internet and mobile network according to regulations in the agreement and operation rules issued irregularly (hereinafter referred to as “network service”).

2. Cautious reading: users shall seriously read the agreement before applying for registration to be user of Heyni Talk. Users must cautiously read and sufficiently understand contents in various articles, especially articles for exempting or limiting responsibility of Heyni Talk as well as articles related to law application and dispute solution. Exemption and limitation of responsibility of Heyni Talk and other key articles have been marked in bold and users shall pay special attention to it. If users have any doubt for the agreement, they can consult customer service personnel on Heyni Talk platform.

3. After users fill out information, read and agree with the agreement and complete all registration procedures based on the prompt on registration page, it means users have sufficiently read, understood and accepted all contents in the agreement and they have reached consensus with Heyni Talk and become “users” of Heyni Talk platform. During the process of reading the agreement, if users don’t agreement with appointments in the agreement or any article, they shall stop registration procedure immediately and Heyni Talk cannot provide network service for users.

4. Minors shall read the agreement with the accompanying of adults or guardians and ask for agreement and guidance from parents or guardians before submitting individual information.

II. Scope of service

1. Users can browse, audit and watch contents provided by Heyni Talk to users for free; specific contents of Heyni Talk network service shall be provided and adjusted at appropriately time based on actual state by Heyni Talk.

2. Except free contents, some contents provided by Heyni Talk are charged and users need to pay certain fee to Heyni Talk before gaining charged service. For charged network services, Heyni Talk shall give clear prompt before users use them and users can gain the charged service after confirming they are willing to pay related fees and sign related agreements based on the prompt. If users refuse to pay related fees, Heyni Talk has the right of not providing the charged service to users.

3. Users understand that Heyni Talk only provides related network service, users shall independently bear equipment related to related network service (such as personal computer, mobile phone and other devices related to access of the Internet or mobile network) and necessary fees (telephone bill and Internet access fee paid for accessing the Internet and mobile phone fee paid for using the mobile Internet).

III. Account management

1. When users apply for network service of Heyni Talk, they must provide necessary individual materials to Heyni Talk. Please update them in time if there is any change in individual materials.

2. After users successfully register, Heyni Talk shall provide one user’s account and initial password for users and users can change the password which shall be preserved by users. Users shall shoulder the legal responsibility for all activities and events for the account.

3. Users shall not transfer or lend their account and password to other people. If users find out their account is illegally used by other people, they need to notice Heyni Talk immediately. If the account and password are illegally used by other people due to hacker or ignorance of users, Heyni Talk shall not bear any responsibility.

4. Users must obey following principles during the process of using network service of Heyni Talk:

(1)Obey related laws and regulations;
(2)Obey all network agreements, regulations and processes related to network service;
(3)Cannot use network service system for any illegal purpose;
(4)Cannot invade commercial interest of Heyni Talk by using network service of Heyni Talk in any form, including but not limited to issuing commercial advertisement without being permitted by Heyni Talk;
(5)Cannot utilize network service system of Heyni Talk to conduct any action which may result in unfavorable influence for normal operation of the Internet or mobile network;
(6)Cannot utilize network service provided by Heyni Talk to upload, show or publicize any false, harassing, slandering, abusive, intimidating, vulgar, salacious or other illegal information and materials;
(7)Cannot invade patent right, copyright, trademark right, reputation right or other legal rights of any third party;
(8)Cannot utilize network service system of Heyni Talk to conduct any action unfavorable for Heyni Talk.
5. If following information occurs in the nickname of user (including but not limited to), Heyni Talk has the right to unilaterally shield, lock and even cancel the account without necessity of gaining consent from users:

(1) Including nickname of sex discrimination, racial discrimination, regional discrimination and other information;

(2) Nickname including abusive, salacious and other uncivilized and unhealthy information abusing, provoking, slandering and attacking people;

(3) Nickname including information which may easily generate ambiguity and misunderstanding;

(4) Nickname with related name of Heyni Talk without gaining official permission from Heyni Talk;

(5) Nickname similar or identical with Chinese supervisor and community management personnel in Heyni Talk as well as nickname which may result in chaos or dispute;

(6) Nickname which is forbidden in laws, regulations and rules of Heyni Talk.

6. Heyni Talk has the right to audit and supervise the state that users on the whole platform use network service of Heyni Talk for user’s network safety and protection (including but not limited to revise contents preserved by users in Heyni Talk); if users violate previous regulations when they use network service, Heyni Talk or its authorized personnel has the right to require users to make correction or directly adopt all necessary measures (including but not limited to revise or delete contents issued by users and pause or terminate the right of users on using network service) to reduce influence of inappropriate behavior on users.

7. Any announcement, notice, warning and other contents made by Heyni Talk aiming at some specific uses of Heyni Talk network service through various methods (including but not limited to website announcement, e-mail and message warning, etc.) shall be regarded as one part of the agreement. If users use the service, it shall be regarded as users agree with the announcement, notice and warning.

8. If users don’t use the free network service account within continuous 160 days after registration or users don’t actually use the charged network service account within continuous 160 days after registration, Heyni Talk has the right to delete the account and stop to provide related network service to users.

IV. Commercial advertisement

1. Users agree that Heyni Talk has the right to make various commercial advertisements or other types of commercial information (including but not limited to advertisement on any page on the website of Heyni Talk) in various methods during the process of providing network service. Users agree to accept Heyni Talk sends commodity promotion or other commercial information to users through e-mail or other methods. If users don’t accept Heyni Talk sends commodity promotion or other commercial information to users through e-mail or other methods, users can independently set and cancel subscription.

V. Intellectual property right

1. The operator of Heyni Talk is the obligee of ownership and intellectual property right of Heyni Talk platform and Heyni Talk products.

2. Logo, figure and their combination of Heyni Talk platform as well as other marks, signs, products and service names of Heyni Talk platform are trademarks of the operator of Heyni Talk in Canada or other countries. Anyone cannot show, use or handle them in any method without written authorization of Heyni Talk; in addition, no one has the right to show, use or handle them to other people.

3. Any text, picture, figure, audio frequency and/or video material included in network service provided by Heyni Talk is protected by copyright, trademark and/or other property ownership laws; without consent from related obligee, previous materials cannot be directly or indirectly announced, played, revised or reissued for any commercial purpose or used for other commercial purposes in any media.

4. All rights of any software (including but not limited to any image, picture, animation, video, record, music, text, additional process and attached assistance materials) used by Heyni Talk for providing network service belong to the copyright owner of the software; without permission of the copyright owner of the software, users cannot conduct reverse engineering, reverse compilation or disassembling for the software.

5. When users use Heyni Talk network service, they may use functions, software or services developed by the third party operated on Heyni Talk platform; besides obeying related regulations in the agreement, users shall obey related regulations of the third party and respect related rights of the third party obligee on the function, software, service and included contents. Heyni Talk shall be conduct any guaranteed or conjoint commitment or guarantee for function, software, service or content provided by the third party; in addition, the third party shall independently solve any dispute or damage with users and Heyni Talk shall not bear any responsibility.

VI. Service change, interruption or termination

1. In view of specialty of network service, users agree that Heyni Talk has the right to change, interrupt or terminate partial or all network services (including charged network service) at any time. If the changed, interrupted or terminated network belongs to free network service, it is unnecessary for Heyni Talk to notice user or shoulder any responsibility for users or any third party. If the changed, interrupted or terminated network belongs to charged network service, Heyni Talk shall notice users before change, interruption or termination in advance and provide alternative charged network service with equal value based on the influence caused for users. If users are unwilling to accept alternative charged network service, Heyni Talk shall return rest service fee to users after deducting corresponding service fee according to the circumstance of corresponding charged network service actually used by users.

2. Users understand that Heyni Talk needs to maintain or repair platform providing network service (such as Internet website and mobile network, etc.) or related equipment regularly or irregularly; if charged network service is interrupted within reasonable time due to such circumstance, it is unnecessary for Heyni Talk to bear any responsibility but Heyni Talk shall notice the circumstance in advance as much as possible.

3. Heyni Talk has the right to interrupt or terminate network service (including charged network service) in the agreement to users at any time without shouldering any responsibility for users or any third party in one of following circumstances:

(1)Individual materials provided by users are unreal;
(2)Users violate rules regulated in the agreement;
(3)Users don’t pay corresponding service fee to Heyni Talk based on regulations when users use charged network service.

VII. Privacy policy

1. Heyni Talk pays high attention to protection of individual information. Please refer to related contents in “Privacy policy” at the bottom of official website ([ ]) for privacy policy of Heyni Talk.

VIII. Disclaimer

1. Heyni Talk doesn’t guarantee network service can meet user’s requirement or network service is not interrupted; in addition, it shall not make guarantee for timeliness, safety and accuracy of network service.

2. Heyni Talk shall not guarantee accuracy and completion of external/third party linkage set for providing convenience for users; meanwhile, Heyni Talk shall not bear any responsibility for contents on in any web page not actually controlled by Heyni Talk pointed by the external/third party linkage.

3. Heyni Talk shall not bear any responsibility for interruption or other defects of network service caused by force majeure or other reasons which cannot be controlled by Heyni Talk; however, Heyni Talk needs to reduce the loss and influence caused for users as much as possible.

4. Users understand and agree that Heyni Talk shall not bear any responsibility for quality defects and any loss of following products or services provided by Heyni Talk to users:

Various network services provided by Heyni Talk for users for free;
Any product or service donated by Heyni Talk to users;
Various products or services donated by Heyni Talk to users of charged network.
5. Users shall guarantee knowledge, specialty and legality of photos, passages or contents issued by them in discussion area uploaded by them on Heyni Talk platform. Users shall independently bear the responsibility while Heyni Talk shall not bear any responsibility for tort and other legal consequences.

6. Heyni Talk can transfer its all or partial interest in the agreement at any time without being agreed by users. Users cannot transfer their all or partial interests in the agreement unless it is agreed or authorized by Heyni Talk in written form.

IX. Liability for breach of contract

1. If users suffer from loss because Heyni Talk violates any article in related laws, regulations or the agreement, Heyni Talk agrees to compensate for direct economic loss.

2. Users agree to safeguard and maintain interest of Heyni Talk and other users. If contents and information issued by users on our platform violate any article in related laws, regulations or the agreement, Heyni Talk can delete or screen corresponding contents and information based on corresponding rules or temporarily use, seal or cancel user’s account. If action performed by users on Heyni Talk platform or action which is not performed on Heyni Talk platform while results in corresponding influence constitutes breach of contract, Heyni Talk can restrict user’s account to participate in activity, terminate to provide partial or all services to users or even seal user’s account, terminate to provide service to users and adopt other measures based on corresponding rules.

3. If users violate any article in related laws, regulations or the agreement which results in the loss of Heyni Talk or other third persons, users agree to shoulder the loss of Heyni Talk, including all direct economic losses, reputation loss, external compensation, lawyer’s fee, lawsuit fee and other indirect economic losses.

4. If Heyni Talk suffers from the right proposed by the third person due to user’s action, Heyni Talk can ask users to compensate for all losses after shouldering money delivery and other obligations for the third person.

X. Service termination

1. Users have the right to terminate the agreement through one of following methods:

Users independently cancel user’s account under the circumstance of meeting account cancellation conditions of Heyni Talk platform;
Users stop using and clearly show they are unwilling to accept the change before the changed item comes into force;
Users clearly show they are unwilling to use service on Heyni Talk platform continuously which conforms to termination conditions of Heyni Talk platform.
2. Heyni Talk can terminate the agreement at any time in following circumstances:

(1) Heyni Talk can terminate the agreement based on the default clause if users violate appointments in the agreement;

(2) Heyni Talk can seal user’s account based on platform rules if users transfer own account, steal other people’s account, issue prohibited contents and information, swindle other people’s assets or adopt inappropriate methods to seek for interests;

(3) Heyni Talk can seal user’s account based on platform rules if users violate related regulations of Heyni Talk platform with serious pilots for many times besides previous circumstances;

(4) Heyni Talk has the right to terminate to provide service for users if contents in registration data of users are false or non-existent; if Heyni Talk has reasonable cause to doubt materials provided by users are wrong, unreal, out of date or incomplete, it has the right to issue inquiry and/or notice of asking for correction and directly delete corresponding materials until stopping or terminating providing partial or all services. Heyni Talk shall not bear any responsibility and users shall bear any direct or indirect losses and unfavorable consequences.

(5) User’s account is canceled or cleaner in other methods by Heyni Talk based on the agreement;

(6) Users invade legal rights of other people or have other serious actions violating laws on Heyni Talk platform;

(7) Users clearly show they are unwilling to accept new user’s agreement when it is updated;

(8) The agreement cannot be performed due to force majeure (“force majeure” refers to objective situation which cannot be foreseen or avoided and overcome although it can be foreseen and the event impedes, influences or delays one party to perform its all or partial obligation based on the contract. The event includes but is not limited to governmental action, natural disaster, war, network congestion or interruption, hacker attack or other similar events);

(9) Other circumstances that Heyni Talk shall terminate service or think it is necessary to terminate service based on related laws and regulations.

XI. Agreement revision

1. Heyni Talk has the right to revise any article in the agreement at any time; once contents in the agreement are changed, Heyni Talk shall announce revised agreement on the website of Heyni Talk and the announcement shall be regarded as Heyni Talk has noticed revised contents to users. Heyni Talk can prompt revised contents to users through other appropriate methods.

2. If users don’t agreement with revision of related articles in the agreement made by Heyni Talk, they have the right to stop using the network service. If users continue to use network service, it shall be regarded as users accept revisions of related articles in the agreement made by Heyni Talk.

XII. Service of notice

1. All notices sent by Heyni Talk to users in agreement can be conducted through announcement on web page, e-mail, mobile phone message or regular letter delivery and other methods; it shall be regarded as the notice has been delivered to addressee on the day when it is delivered.

2. Notice delivered by users to Heyni Talk shall be conducted by communication address, fax number, e-mail address and other contact information officially announced by Heyni Talk.

XIII. Law application and jurisdiction

1. Laws in British Columbia Province of Canada and Canadian Federation (if applicable) are suitable for the agreement signing, performance, interpretation and dispute solution.

2. Both parties shall solve any dispute on contents in the agreement or during its performance through friendly negotiation; if the negotiation cannot be reached, any party can lodge a complaint to the court in British Columbia Province of Canada.

XIV. Other provisions

1. Contents in the agreement include various articles in the main text of agreement, various types of user’s agreement, curriculum rules, service rules, privacy policies and other rules of Heyni Talk platform which has been issued or may be issued by Heyni Talk platform are impartible part of the agreement which share equal legal force with main text of the agreement.

2. 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.