The Cooperation Agreement (hereinafter referred to as “the agreement”) is commonly signed by Heyni Talk (Heyni Online Education Inc. and related party) and Chinese supervisor who provides training on Chinese course for members registered on Heyni Talk platform (including but not limited to website of PC terminal [www.heynitalk], IOS mobile phone terminal APP, Android mobile phone terminal APP and other platforms operated by Heyni Talk).

Special prompt: read, agree with and sign the agreement represents you have registered as Chinese supervisor of Global Chinese Say at Heyni Talk platform. Please carefully read and sufficiently understand various articles and pay attention to articles exempting or restricting responsibility of Heyni Talk (these articles are in overstriking to prompt Chinese supervisor).

I. Agreement signing and validity

1.The agreement includes various agreements in the main text of the agreement, various user agreements, course rules, service rules and privacy policy which have been or shall be issued on Heyni Talk platform (hereinafter referred to as “Heyni Talk platform rules”). These Heyni Talk platform rules are impartible parts of the agreement which share equal legal force with main text in the agreement. The agreement is signed by Heyni Talk and Chinese supervisor based on their willingness which is suitable for all activities of Chinese supervisor on Heyni Talk platform.
2.When Chinese supervisor registers on Heyni Talk platform, it shall specifically login correct and complete information. If Heyni Talk is suffered from any delay or loss due to materials provided by Chinese supervisor are unreal or unclear, Chinese supervisor shall bear corresponding responsibility.
3.Chinese supervisor shall be above the age of 19 and has read, understood and accepted all articles in main text of the agreement and Heyni Talk platform rules; in addition, Chinese supervisor shall commit to read, understand and accept related rules issued on Heyni Talk platform irregularly, agree with binding in the agreement and obey various articles in the agreement. Chinese supervisor confirms to draw course fee under the premise of knowing and accepting the agreement. Any action of Chinese supervisor on Heyni Talk platform through the account shall be regarded as the action of intention expression of Chinese supervisor.
4.The agreement shall come into force after you complete registration procedure of Chinese supervisor.

II. Cooperation contents

1.Chinese supervisor shall become the Chinese supervisor of Global Chinese Say of Heyni Talk after passing examination of Heyni Talk and signing the agreement. Chinese supervisor shall provide one-for-one or one-for-many Chinese teaching service for members registered on Heyni Talk platform based on the mode designated by Heyni Talk.
2.Heyni Talk determines course fee standard of Chinese supervisor based on the evaluation result of materials submitted by Chinese supervisor. After Chinese supervisor successfully completes teaching task, Heyni Talk shall decide proportion of course benefit from course fee based on the teaching performance (from 2% to 35%; the proportion of course benefit of top Chinese supervisor can be determined otherwise).
3.After successfully registering as Chinese supervisor, Chinese supervisor can develop online teaching content based on learning demand of members. Teaching contents shall be divided into two parts: regulated teaching contents and independent teaching contents.
(1)Regulated teaching content is the product independently researched and developed by Heyni Talk. Chinese supervisor shall teach by using professional course content provided by Heyni Talk based on the teaching requirement of Heyni Talk. All courses provided by Heyni Talk can only be used for teaching on Heyni Talk platform by Chinese supervisor which cannot be privately downloaded, copies, recorded, shot or used in other usages; otherwise, Heyni Talk has the right to investigate responsibility of Chinese supervisor.
(2)Independent teaching content: Chinese supervisor can tutor students based on related teaching contents provided by Heyni Talk according to requirement of students.
4.Heyni Talk and Chinese supervisor commit and agree that both parties are independent contractors in the agreement instead of the relation of employer and employee. Chinese supervisor has the obligation to declare and pay all taxes related to income in the agreement, including but not limited to personal income tax (if it is suitable in located area). Heyni Talk doesn’t have the obligation to pay tax or fee required by labor law (such as labor insurance and retirement insurance, etc.) on behalf of Chinese supervisor.
5.Since the agreement is signed, Chinese supervisor cannot reach or sign similar agreements directly or indirectly involved in contents in the agreement with any reason unless gaining written agreement from Heyni Talk in advance.

III. Fee settlement

1.Chinese supervisor agrees Heyni Talk can settle course benefit based on real-time exchange rate of USD and the settlement period is [ ] days/month. All course benefits of Chinese supervisor on Heyni Talk platform shall be deposited in the account of Chinese supervisor and Chinese supervisor can apply to cash within settlement period.
2.Chinese supervisor can draw course benefit in the account through [ ] the third party platform or provide bank account information which can receive USD:
Name of account: []

Bank card number: []

Chinese supervisor shall independently bear all poundage generated during the process no matter what kind of method is adopted for drawing course benefit.

3.Except collecting necessary information of the account of Chinese supervisor for paying course benefit to Chinese supervisor, Heyni Talk shall not collect other bank accounts and payment information of Chinese supervisor. Chinese supervisor shall independently pay attention to property safety and the property loss of Chinese supervisor not caused by the error of Heyni Talk is unrelated to Heyni Talk.

IV. Rights and obligations of both parties

1.Rights and obligations of Heyni Talk:
(1)Heyni Talk has the right to independently improve, adjust and change its service, course arrangement or other issues without the necessity of being agreed by Chinese supervisor; however, Heyni Talk shall notice previous changes to Chinese supervisor through Heyni Talk platform or contact method listed in the agreement.
(2)Heyni Talk shall provide corresponding technical support service within appointed scope and correspond problems and opinions put forward by Chinese supervisor in time.
(3)Heyni Talk shall provide the bill detail of annual course benefit to Chinese supervisor for it to learn about the annual course benefit.
(4)Heyni Talk can transfer all or partial interest in the agreement at any time without the necessity of gaining agreement from Chinese supervisor. Chinese supervisor cannot transfer its all or partial interest in the agreement unless gaining written agreement or authorization from Heyni Talk.

2.Rights and obligations of Chinese supervisor:
Chinese supervisor shall guarantee it has complete civil act ability and all materials submitted to Heyni Talk are true, legal and valid without invading legal rights of any third party.
(2)Chinese supervisor needs to provide legal identification certificate of work to Heyni Talk. For example, Canadian Chinese supervisor shall provide one copy of following three identification certificates: passport, permanent residence certificate and work card number; American Chinese supervisor shall provide social security number and one copy of following three identification certificates: American passport, American permanent residence certificate and work card; Chinese supervisor with the nationality of Chinese shall provide copy of ID card and it shall be defaulted as Chinese tax citizen without providing other certificates.
(3)Chinese supervisor cannot influence normal operation of Heyni Talk platform without influencing course process and learning activity of students.
(4)Chinese supervisor cannot issue false speech to damage reputation of Heyni Talk and working personnel or students in Heyni Talk.
(5)In any circumstance, Chinese supervisor cannot sell or transfer its qualification and any teaching material on Heyni Talk platform.
(6)Chinese supervisor commits all course benefits shall be gained through Heyni Talk platform based on Heyni Talk platform rules; Chinese supervisor shall not settle course fee and benefit with any student or student’s guardian on Heyni Talk platform; otherwise, Heyni Talk has the right to ask Chinese supervisor to return all course benefits gained by Chinese supervisor since the account is registered whether it is cashed or not; in addition, it has the right to dissolve the contract with Chinese supervisor without shouldering any responsibility.
(7)Chinese supervisor agrees to independently equip broadband Internet access equipment and necessary software and hardware equipment necessary for teaching course.
(8)In order to protect the right of all registered users, Chinese supervisor cannot utilize Heyni Talk platform to search for, inquire and ask for personal information, contact method (such as e-mail address, QQ account, WeChat account, MicroBlog and Facebook account, etc.), friends and financial state of students on Heyni Talk platform and other Chinese supervisors.

V. Teaching rules

1.After successfully registering as Chinese supervisor on Heyni Talk platform, Chinese supervisor shall record video introduction based on the platform requirement and accurately and truly fill out Chinese language type, school of graduation, nationality, gender, teacher qualification certificate (HSK and mandarin grade certificate), Chinese-type, the second language, proficient course type, self-introduction and other contents for students on the platform to select.
2.Chinese supervisor shall set the period which can be reserved by students in time and the reservation time can be independently adjusted as local time. It must guarantee [] hours’ online time each week for students to select.
3.After students make reservation with teachers through the platform successfully, Chinese supervisor must obey online teaching time; it shall notice the platform and students to adjust teaching time 24h earlier at least for special circumstance. Chinese supervisor cannot be absent from reserved course without reasonable reason; otherwise, corresponding course benefit shall be deducted; in addition, Heyni Talk has the right to dissolve the agreement unilaterally and investigate the responsibility of Chinese supervisor.
4.Chinese supervisor has [ ] times of opportunity to ask for leave/transfer the course in [ ] months without the necessity of explaining reasons; Chinese supervisor shall provide instruction on asking for leave/transferring the course to Heyni Talk and issue related certificates (excluding course transfer due to the reason of Heyni Talk platform) for exceeding part; otherwise, Heyni Talk has the right to dissolve the agreement unilaterally and investigate the responsibility of Chinese supervisor.
5.If students cannot complete reserved course due to the reason of Chinese supervisor (including but not limited to delay over 5min, temporarily unable to teach, teaching stoppage due to personal reason of Chinese supervisor and failure of the teaching system of Chinese supervisor), Chinese supervisor shall actively rearrange the course based on the time of students; course benefit deserved by Chinese supervisor at that time shall be paid by Heyni Talk after deducting the half.
6.Heyni Talk has the right to unilaterally terminate the agreement and deduct all course benefits of Chinese supervisor without shouldering any legal consequence if Chinese supervisor has following circumstances. If Heyni Talk or student suffers from any loss, Chinese supervisor needs to make compensation correspondingly:
(1)Wear exposed cloth, including but not limited to exposing private body part, etc.;
(2)Privately find the third party (whether it is Chinese supervisor who registers on Heyni Talk platform) to teach the course;
(3)Inappropriate management and teaching behavior, including but not limited to serious abuse, taunt and emotional abuse, etc.;
(4)Endanger personnel and asset safety and leak personal privacy;
(5)Words and deeds related to bawdy, salacity, gambling, superstition, terrorism and violence;
(6)Words and deeds related to national, racial, religious and sexual discrimination;
(7)Aggressive and discriminatory words and deeds for students or Heyni Talk and working personnel in Heyni Talk;
(8)Related laws and regulations or Heyni Talk platform rules.

VI. Personal information and secrecy

1.Heyni Talk pays attention to protecting personal information of Chinese supervisor. Refer to Private Policy for specific contents.
2.Chinese supervisor agrees to strictly pay attention to protecting personal information of students on Heyni Talk platform during the process of using Heyni Talk platform service. Personal information of students can only be used for teaching management inside Heyni Talk platform, such as Heyni Talk finds out 3.Chinese supervisor leaks and sells personal information, Heyni Talk has the right to unilaterally dissolve the agreement immediately, freeze course benefit in the account of Chinese supervisor and investigate responsibility of Chinese supervisor.
Chinese supervisor agrees to properly preserve the platform account and password and be responsible for the activity of anyone by utilizing the account and password. If the account and password of Chinese supervisor are used without authorization or there are other safety problems, Chinese supervisor shall notice working personnel of Heyni Talk immediately and ask working personnel in Heyni Talk to close related functions; in addition, Chinese supervisor cannot lend, shift or transfer account and password to the third party to use. If Heyni Talk reasonably doubts Chinese supervisor violates behaviors appointed in the agreement, Heyni Talk has the right to pause the use of account of Chinese supervisor; if Heyni Talk finally confirms Chinese supervisor violates the appointment, Heyni Talk has the right to terminate the agreement immediately and investigate corresponding responsibility of Chinese supervisor.
4.Without written consent and authorization from Heyni Talk, Chinese supervisor cannot provide or disclose technical data, business secret and other confidential materials and information of Heyni Talk knowing due to agreement signing or performance to the third party; if it violates the appointment, Heyni Talk has the right to terminate the agreement immediately and ask Chinese supervisor to compensate for its loss.

VII. Intellectual property right

1.Heyni Talk has the ownership of following materials and all and complete intellectual property right of all 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 prepared by Chinese supervisor for course service or generated during the course service process (including but not limited to video, audio frequency, document plan and teaching outline, etc.); (3) software, program and content shown and used on or supplied by Heyni Talk platform.
2.Without agreement from Heyni Talk, in any time (including within the valid term of the agreement and after the agreement is terminated), Chinese supervisor cannot: (1) utilize previous materials for commercial purpose; (2) translate, copy, transmit and edit previous materials in any method; and (3) disclose previous materials to any third party.
3.Chinese supervisor commits that all teaching materials provided to Heyni Talk, including but not limited to document plan, teaching outline, video and audio frequency, shall not invade the right of any third party worldwide and guarantees Heyni Talk shall not be suffered from lawsuit, claim and other behaviors from any third party due to the tort of previous contents; Chinese supervisor shall independently bear any unfavorable consequence resulted from tort of previous contents.
4.Chinese supervisor agrees that Heyni Talk can take picture, shoot, record sound and video and other activity contents in all courses with participation of Chinese supervisor and other activities organized and held by Heyni Talk. Heyni Talk independently shares all and complete intellectual property right of works, sound and video recording products generated during previous recording activity process. Heyni Talk agrees to adopt strict secrecy measures for personal information of Chinese supervisor based on laws. When one of following circumstances occur, Heyni Talk can reasonably use image, name and other personal information of Chinese supervisor without necessity of gaining agreement from Chinese supervisor and paying any fee to Chinese supervisor: (1) image, name and other legal civil rights of Chinese supervisor have been abandoned clearly; (2) display or used demand for Heyni Talk, including but not limited to display in internal meeting, archiving of related materials as historical archives in archive base or on server of Heyni Talk; (3) display for realization of the agreement purpose.

VIII. Tax

1.Chinese supervisor shall truthfully provide its real tax identification to Heyni Talk and pay tax based on related laws and regulations. If Chinese supervisor is the tax resident in mainland China, Heyni Talk shall pay personal income tax on its behalf based on laws in China.

IX. Liability for breach of contract

1.Any party violating appointments in the agreement shall bear the liability for breach of contract and compensate for the loss of the other party.
2.If Heyni Talk breaches the contract, Chinese supervisor has the right to terminate the agreement by noticing Heyni Talk at any time.
3.If Chinese supervisor breaches the contract, Heyni Talk has the right to terminate the agreement by noticing Chinese supervisor. If contract breach action of Chinese supervisor results in the loss of Heyni Talk, Heyni Talk has the right to deduct corresponding amount from course benefit which is not drawn in the account of Chinese supervisor in advance; if the amount is insufficient to make up for the loss of Heyni Talk, Heyni Talk has the right to ask Chinese supervisor to make compensation continuously.

X. Agreement termination and elimination

1.Besides otherwise appointments in the agreement, Chinese supervisor shall notice Heyni Talk and its students at least 30 days in advance and make course adjustment in time if it wants to dissolve the agreement. It shall guarantee that it won’t influence learning progress of students on Heyni Talk platform.
2.Chinese supervisor shall complete settlement with Heyni Talk after dissolving the agreement; Chinese supervisor shall independently bear the loss if it cannot settle with Heyni Talk or draw course benefit in time.
3.Besides otherwise appointment in the agreement, if Chinese supervisor violates related laws and regulations and regulations of Heyni Talk platform or causes damage and loss in reputation, asset and other aspects for Heyni Talk or its students or has been complained by students above [ ] times, Heyni Talk has the right to dissolve the agreement and investigate corresponding responsibility of Chinese supervisor.

XI. Force majeure

1.“Force majeure” refers to the event which cannot be reasonably controlled, foreseen and avoided even it can be foreseen which impedes, influences or delays any party to perform its all or partial obligation based on the agreement. The event includes but is not limited to natural disease, governmental action, war or other similar events which impedes, influences or delays any party to perform its all or partial obligation based on the agreement.
2.Any party suffering from force majeure can stop performing obligation in the agreement until its influence is eliminated without shouldering the liability for breach of contract. However, it shall try the best to overcome the event and reduce the negative influence.
3.Chinese supervisor confirms: it shall be regarded as Heyni Talk breaches the contract if the Heyni Talk platform is unavailable or data of Chinese supervisor is lost or damaged due to following circumstances and Heyni Talk shall not shoulder the responsibility:
(1)Service interruption caused by regular inspection or construction and software and hardware updating and maintenance or sudden failure of software and hardware equipment and electronic communication equipment;
(2)Service is unavailable caused by inappropriate operation of Chinese supervisor;
(3)Event caused by hacker, virus and technical adjustment of telecommunications department.
4.Both parties shall not bear the liability for breach of contract if the agreement performance is influenced due to adjustment of related laws and regulations, administrative interference or fire, earthquake, war and other force majeure factors.

XII. Legislative jurisdiction and dispute resolution

1.Laws in British Columbia, Province of Canada and Canadian federal laws (if applicable) are applicable for the agreement signing, performance and explanation as well as dispute resolution.
2.Unmentioned issues in the agreement shall be subject to contents publicized on Heyni Talk platform. Both parties shall resolve any dispute resulted from or related to the agreement through friendly negotiation; if it cannot be resolved, both parties agree to submit the dispute to court in British Columbia, Province of Canada.

XIII. Other issues

1.The account of Chinese supervisor shall be invalid after the agreement is terminated or dissolved; however, termination of the agreement shall not influence the validity of articles related to personal information and secrecy and intellectual property right in the agreement.
2.Heyni Talk has the right to revise the agreement and contents on Heyni Talk platform based on laws, policies, regulations and the demand of course and management improvement; in addition, it shall be announced on Heyni Talk platform. The agreement shall be valid once it is announced; in addition, it shall replace the original agreement and it is unnecessary for Heyni Talk to notice otherwise. Chinese supervisor can login to refer to the latest agreement at any time. If Chinese supervisor disagrees with the updated agreement, it shall immediately notice Heyni Talk in written form to apply for dissolving the agreement and stop using Heyni Talk platform; if Chinese supervisor doesn’t notice Heyni Talk in written form within 2 working days or Chinese supervisor continues to use Heyni Talk platform, it shall be regarded as agreeing with updated agreement.
3.After the agreement is confirmed and agreed by Chinese supervisor, it shall be preserved in electronic form in Heyni Talk system as the basis for both parties to sign and obey the agreement.
4.If any article in the agreement is completely or partial invalid or cannot be performed due to any reason, other articles in the agreement are still valid with binding force.