Terms of Service (Last Updated on 26 May, 2021)

Please read these BookMe Terms of Service (the “BookMe Terms” or “BookMeTerms of Service“) carefully as they govern (i) your access to and use of our Sites, (ii) your access to and use of our Applications, or (iii) your access to and use of our services that link to or reference these BookMe Terms, and contain important information about your legal rights, remedies and obligations. The Site, Application and other BookMe services together are here in after collectively referred to as the “BookMe Platform“. By accessing or using the BookMe Platform, you are agreeing to these BookMe Terms and concluding a legally binding contract with BookMe, whether or not you become a registered user of the BookMe Platform. Certain areas of the BookMePlatform may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these BookMe Terms and the terms and conditions posted for a specific area of the BookMe Platform, the terms and conditions that are specific to that area will take precedence with respect to your use of, or access to, that area of the BookMe Platform.

You may be referred to in this BookMe Terms as “you” or “your“, or may be referred to specifically in your applicable role as a Company or anAuthorized User (each as defined below). If you are entering into this BookMeTerms on behalf of a company or other legal entity (such company or legal entity, the “Company“), this BookMe Terms shall be a binding agreement between BookMe and the Company that you represent, and you represent that you have the authority to bind such Company, its users, and its affiliates to this BookMeTerms. In that case, the terms “you” or “your” shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this BookMe Terms, you may not use the Service. If you are entering into this BookMe Terms as an individual and not on behalf of a company or other legal entity, this BookMe Terms shall be a binding agreement between BookMe and you personally. You acknowledge that this BookMe terms is a contract between you and BookMe, even though it is electronic and is not physically signed by you and BookMe, and it governs your use of the Service.

You're present that you have read and understood our privacy policy (“PrivacyPolicy“), which is available at https://www.BookMe.video/privacy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply BookMe Terms or other BookMe Policies (as defined below); (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding or other legal process served on us; or (iv) protect our rights, reputation, and property or that of our users, affiliates or the public. Our(a) Service Provider policy, which is available at https://www.BookMe.video/instructorterms(the “Service Provider Policy“); (b) payment policy, which is available at https://www.BookMe.video/paymentterms (the “Payment Policy“); (c)community policy, which is available at https://www.BookMe.video/communitypolicy(the “Community Policy“), and (d) copyright policy, which is available at https://www.BookMe.video/copyrightpolicy (the “Copyright Policy“,together with Privacy Policy, Service Provider Policy, Payment Policy,Community Policy and Copyright Policy, the “BookMe Polices“), to the extent applicable to your use of the BookMe Platform are incorporated by reference into these BookMe Terms.

Do not access or use the BookMe Platform if you are unwilling or unable to be bound by these BookMe Terms.

Table of Contents

  1. Definitions
  2. Relationship
  3. Modification
  4. Eligibility
  5. Description     of Services
  6. BookMe     Account
  7. Virtual     Currency of BookMe Product
  8. Ownership
  9. License     Grant
  10. Member     Content
  11. Restrictions
  12. Links
  13. Enforcement     of BookMe Terms of Service
  14. Disclaimers
  15. Limitation     of Liability
  16. Indemnification
  17. Suspension,     Termination or Cancellation
  18. Entire     Agreement
  19. Assignment
  20. Notices
  21. Governing     Law and Jurisdiction
  22. Dispute     Resolution; Binding Arbitration and Class Action Waiver
  23. Feedback
  24. General
  25. Contacting     Customer Service

1.Definitions

Applications”means the applications for mobile, tablet, and other smart devices and application program interfaces provided by BookMe, including but not limited to the mobile applications entitled as “BookMe“.

BookMe“,“we“, “us“, or “our” means X Communications Corp. S.A.P.I.de C.V., with respect to Members that access and use of the BookMe Service

BookMeContent” means any content that BookMe creates and makes available in connection with the BookMe Platform, including proprietary BookMe content and any content licensed or authorized for use by or through BookMe from a third party, but excluding Member Content.

BookMeProduct” means the Application(s) of “BookMe“, the Site “www.BookMe.video”and any website operated by BookMe X Communications Corp. S.A.P.I. de C.V.

MemberContent” means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.

Sites”means BookMe’s websites, including but not limited to www.BookMe.video and www.BookMe.mx

FinalCustomer” means a Member that purchases Services.

ServiceProvider” means a Member that offers and delivers Services.

Services”means all services delivered by Service Providers as described in the ServiceProvider Policy, including but not limited to paid lessons, packages and other services rendered where BookMe Credits (as defined in Payment Policy) are exchanged.

2.Relationship

TheBookMe Platform is an online venue for language learning where registered users(“Members“) may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that BookMe is nota party to any agreements entered into between Final Customers and ServiceProviders or between Members, nor is BookMe a service broker or agent. BookMe has no control over the conduct of Final Customers, Service Providers, Members or other users of the BookMe Platform or over any services provided by ServiceProviders or other Members over the BookMe Platform, and disclaims all liability in this regard to the maximum extent permitted by law.

If you choose to provide services on the BookMe Platform, you understand and agree that your relationship with BookMe is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venturer or partner of BookMe for any reason, and you act exclusively on your own be half and for your own benefit, and not on behalf of or for the benefit of BookMe. BookMe does not control, and has no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of BookMe, including by using any BookMe intellectual property in an unauthorized or in appropriate manner.

3.Modification

BookMe reserves the right, at its sole discretion, to modify the BookMe Platform and to modify these BookMe Terms, at any time and without prior notice. If we modify these BookMe Terms, we will either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification.We will also update the “Last Updated” date at the top of these BookMeTerms. By continuing to access or use the BookMe Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified BookMe Terms. If the modified BookMe Terms are not acceptable to you, your only recourse is to cease using the BookMe Platform.

4.Eligibility

TheBookMe Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law.

WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH SERVICE PROVIDER ON THE BOOKME PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF SERVICE PROVIDERS AND THE ACCURACY OF THE INFORMATION SERVICE PROVIDERS PROVIDE VIA THE BOOKME PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER BOOKME NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE BOOKME PLATFORM. BOOKME AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE BOOKME PLATFORM.

5.Description of Services

5.1BookMe Services

BookMe’s services includes:

  1. Connection     Services. BookMe provides Members with access to and use of the BookMe     Platform, which is an online venue where (a) Members can upload, submit,     store, send and receive content related to language learning; (b) Members     can conduct searches, connect with, choose, and engage each other for the     purposes of language learning and instant language practice; (c) Final     Customers can conduct searches, connect with, choose, and engage Service     Providers directly for language instruction and Services; (d) Service     Providers can advertise their capabilities, respond to inquiries, connect     with and engage Final Customers to provide them with their Services     (collectively, “Connection Services“). For the avoidance of doubt,     in providing the Connection Services, BookMe only provides the venue for     Members, including Final Customers and Service Providers, to find and     contract with each other, and BookMe does not take part in direct     interactions between Members.
  2. Payment     Services. For Final Customers and Service Providers, BookMe also provides     certain payment processing services, credit purchase and payment tools,     dispute resolution procedures and assistance, and other services in     accordance with BookMe’s Payment Policy (collectively, “Payment     Services“). Payment Services do not include Connection Services.
  3. Business     Services. If a Member is a Company, such Member may authorize additional     individuals and/or their employees (the “Employees“) to use of the BookMe     Platform, including but not limited to the Connection Services and Payment     Services. The Company may (i) track Employees’ completed lessons, (ii) add     or remove any Employees from access to or the use of BookMe Platform,     (iii) control, refill or shift their BookMe credits balances within such     Company’s BookMe Account (as defined below). The Company may also review     the Employees’ language learning performance report through its BookMe     Account. For the avoidance of doubt, an Employee shall be considered as a     “Final Customer“.

5.2Services

ServiceProviders may provide certain Services through the BookMe Platform. If you are accepted to be a Service Provider, you agree to BookMe’s Service ProviderPolicy. All Members hereby acknowledge that the Services are solely provided byService Providers and are not provided by BookMe. BookMe’s responsibility with respect to Services is limited to facilitating the availability of the BookMePlatform.

6.BookMe Account

6.1Account Registration

In order to use many of the features that are offered through the BookMe Platform, you must create an account (“BookMe Account“) and become a Member.

YourBookMe Account is for personal, non-commercial use only, provided that, if you are creating an BookMe Account on behalf of a Company, you may authorize theirEmployees to use of the BookMe Platform. To create an BookMe Account, you must be eligible to use the BookMe Platform for which you are registering, be a resident of a country where use of the BookMe Platform is permitted, have a valid email address, have a valid mobile phone number (if applicable) and provide truthful and accurate information. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple BookMe Accounts. You may choose to show a pseudonym to otherMembers, but please remember that others may still be able to identify you if, for example, you include identifying information during your use of the BookMePlatform, use the same BookMe Account information on other sites or allow other sites to share information about you with us. Please read our Privacy Policy for more information.

You may not have more than one (1) active BookMe Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. BookMe reserves the right to suspend or terminate your BookMe Account and your access to the BookMe Platform if you create more than one (1) BookMe Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these BookMe Terms.

In addition, to create an BookMe Account, BookMe may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. BookMe may refuse to grant you a username in BookMe’s sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by BookMe in BookMe’s sole discretion.Your selection and use of a specific username do not convey any ownership or rights in that username and BookMe reserves the right to revoke and/or reassign that username in BookMe’s sole discretion. You understand and agree that BookMere serves the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in BookMe’s sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OFYOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR BOOKME ACCOUNT,INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE BOOKME PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR BOOKME ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR BOOKME ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE BOOKME TERMS.

You agree to notify BookMe immediately of any unauthorized use of your BookMeAccount. We reserve the right to close your BookMe Account at any time if you violate these BookMe Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.

6.2Third-Party Account

You can also register to become a Member by logging into your account with certain third-party social networking sites (“SNS“) including, but not limited to, Facebook and WeChat (each such account is a “Third-Party Account“),through our Sites or Applications. Unless you add your email address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or BookMe’s access to such Third-PartyAccount is terminated by you or the third-party service provider, then you areno longer be able to log into any BookMe Platform through such Third-PartyAccount.

6.3Link your BookMe Account with Third-Party Account

Aspart of the functionality of the BookMe Platform, you may link your BookMeAccount with Third-Party Accounts, by either: (i) providing your Third-PartyAccount login information to BookMe through the BookMe Platform; or (ii)allowing BookMe to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-PartyAccount. You represent that you are entitled to disclose your Third-PartyAccount login information to BookMe and/or grant BookMe access to yourThird-Party Account (including, but not limited to, for use by BookMe for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating BookMe to pay any fees or making BookMe subject to any usage limitations imposed by such third-party service providers. By granting BookMe access to any Third-Party Accounts, you understand that BookMe will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the BookMe Platform via your BookMe Account and BookMeAccount profile page. Unless otherwise specified in these BookMe Terms, all SNSContent, if any, will be considered to be Member Content for all purposes of these BookMe Terms.

If you choose to link Third-Party Accounts with your BookMe Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-PartyAccounts might be available on and through the BookMe Platform via your BookMeAccount and BookMe Account profile page. You have the ability to disable the connection between your BookMe Account and your Third-Party Accounts at anytime by accessing the “Settings” section of the Sites or Applications.If you disable the connection between your BookMe Account and your Third PartyAccounts, then SNS Content from that Third Party Account will no longer be available on and through the BookMe Platform, and you will no longer be able to access your BookMe Account through such Third Party Account.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. BookMe makes no effort to review any SNSContent for any purpose, including but not limited to for accuracy, legality or non-infringement and BookMe is not responsible for any SNS Content.

YourBookMe Account and your BookMe Account profile page will be created for your use of the BookMe Platform based upon the information you provide to us or that we obtain through a Third-Party Account that you link with your BookMe Account as described above.

6.4Link to a Company

If you are an Employee of a Company, during the registration process, you may identify a Company with whom your profile and BookMe Account is associated.Alternately, your individual profile may have been created by an authorized representative of the Company, and your profile and BookMe Account will be associated with such Company. If your BookMe Credits, Services and PaymentServices are provided or scheduled by a Company, you may lose access to such BookMeCredits, Services and Payment Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that(a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and(b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information.You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

7.Virtual Currency of BookMe Product

7.1Virtual Currency License

You acknowledge that the BookMe Product may include a component of virtual credits or currency called “Lingos” (“Virtual Currency“). The VirtualCurrency may only be used within the BookMe Product in exchange for the service times of the BookMe Product. Regardless of the terminology used, VirtualCurrency represents a limited license right governed solely under these BookMeTerms, and are not redeemable for any sum of money or monetary value from BookMe or any other person or entity at any time. Virtual Currency provided by BookMe include only a limited license right to use such Virtual Currency. Other than a limited, personal, revocable, non-transferable, non-sub licensable license to use Virtual Currency on and in the BookMe Product, you agree that you have no right, title or ownership in or to any such Virtual Currency. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY HAS NO CASH VALUE AND THAT NEITHER BOOKME NORANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL CURRENCY FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT,IF YOUR BOOKME ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IFYOUR RIGHT TO ACCESS The BOOKME PRODUCT IS TERMINATED, THE VIRTUAL CURRENCY AND YOUR BOOKME ACCOUNT SHALL HAVE NO VALUE.

7.2Virtual Currency Fees

We reserve the right to charge fees for the right to access or use VirtualCurrency, and/or may distribute Virtual Currency without charge, in our sole discretion. You acknowledge and agree that we may revise or take action that impacts the perceived value of, or pricing for, any Virtual Currency at anytime except to the extent that we agree otherwise in writing. Virtual Currency will expire after 24 months of non-use of your BookMe Account.

7.3Managing Your Virtual Currency. All purchases of Virtual Currency are final and under no circumstances will be refundable, transferable or exchangeable

By purchasing Virtual Currency, you are confirming that you want the VirtualCurrency immediately credited to your BookMe Account and that by doing so you lose any cancellation rights under applicable laws.

We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency as we see fit in our sole discretion, and we shall have no liability to you or anyone else for the exercise of such rights. For example, Virtual Currency will be lost, deleted from your BookMe Account or forfeited when/if your BookMe Account is terminated, suspended or closed for any reason or when we discontinue any or all of the BookMe Product, including without limitation any services provided or offered through third party platforms.

We reserve the right, in our sole discretion, to make all calculations regarding the balance of Virtual Currency in your BookMe Account. We further reserve the right, in our sole discretion, to determine the amount of Virtual Currency that is credited and debited from your BookMe Account in connection with your use of the BookMe Product. While we strive to make all such calculations on a consistent and reasonable basis, you hereby acknowledge and agree that our determination of the amount of Virtual Currency in your BookMe Account is final, unless you can provide documentation to us that such calculation was or is intentionally incorrect.

7.4Transfers of Virtual Currency; Unauthorized Transactions

Any unauthorized transferring, trading, selling or exchanging of any VirtualCurrency or BookMe Accounts (“Unauthorized Transactions“) with anyone, including with other users of the BookMe Product, is not sanctioned by us and is strictly forbidden. All Members who participate in such activities do so at their own risk and hereby agree to indemnify BookMe against any and all consequences resulting from such actions. You acknowledge that BookMe may stop, suspend, terminate, discontinue or reverse any Unauthorized Transactions when BookMe suspects or has evidence of fraud, violations of these BookMe Terms, violations of any other applicable law or regulation or any intentional act designed to interfere at all with the normal operation of the Services. You further agree that BookMe may, in BookMe’s sole discretion, reverse any transaction if such reversal is in BookMe’s best interest, or may debit your balance of VirtualCurrency, including without limitation, taking actions, which may cause your balance to be zero and/or a negative amount. BookMe may, in BookMe’s sole discretion, terminate, suspend or modify your BookMe Account if you engage or assist in any Unauthorized Transactions. Verification of certain information applicable to a transaction involving Virtual Currency may be required prior to our acceptance thereof. In addition, as a condition to receiving certainVirtual Currency or other awards for participating in promotions, give aways, contests or sweepstakes, you may be required to provide additional information about yourself in our marketing materials. You acknowledge and agree that BookMe shall have no liability for the use or loss of such information and/or VirtualCurrency due to any unauthorized third party activity, such as hacking, phishing, password mining, social engineering and/or any other unauthorized third party or other user’s activity. BookMe may replace such lost VirtualCurrency under certain circumstances, at BookMe’s sole discretion on a case-by-case basis, without incurring any obligation or liability. You may be required to provide the BookMe or our designated representative with your credit card number or other billing information, and related information, in order to purchase Virtual Currency. BookMe may also provide you with the option of participating in third party offers to receive Virtual Currency.

7.5Purchasing Virtual Currency

You may pay for Virtual Currency by using the BookMe Product or any alternate billing and payment provider (such as iTunes and Google Checkout) identified on the BookMe Product. We will not supply any products or services to you until the alternative billing and payment provider has authorized the use of your credit card or other applicable method for payment. If you use the services of an alternate billing and payment provider, you will be bound by that third party provider’s terms and conditions, which are available from such provider.You may be required to create an account with such alternate provider, and to provide such provider with your bank account or credit or debit card details.

8.Ownership

All content made available through BookMe Platform is either owned by BookMe or BookMe’s licensors, or is licensed to BookMe and BookMe’s licensors pursuant to Section10 (Member Content). As between you and BookMe, you own your Member Content. We own the BookMe Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the BookMe Platform excluding Member Content.As between you and BookMe, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world associated with the BookMe Content and the BookMe Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the BookMe Platform and the BookMe Content are retained by BookMe.

9.License Grant

Subject to and conditioned on compliance with these BookMe Terms, BookMe hereby grants you a limited, personal, non-exclusive, non-transferable, non-sub licensable, term in a table license to access and use the BookMe Platform. Except as expressly set forth in these BookMe Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole orin part, the BookMe Content, other Members’ Member Content and the BookMePlatform without BookMe’s or our licensors’ express prior written permission.

The licenses granted to you are conditioned upon your proper conduct and compliance with these BookMe Terms at all times, as judged by BookMe in BookMe’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the BookMe Platform.

10.Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the BookMe Platform, you hereby grant to BookMe a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and other wise exploit such Member Content on, through, by means of, or to promote or market the BookMe Platform. BookMe does not claim any ownership rights in any MemberContent.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the BookMe Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all MemberContent that you make available through the BookMe Platform or through BookMe promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to BookMe the rights in such Member Content, as contemplated under these BookMe Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your MemberContent or BookMe’s use of your Member Content (or any portion thereof) on, through or by means of the BookMe Platform or BookMe promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

If you are a Service Provider, you may share your Member Content with your FinalCustomers.

BookMe respects copyright law and expects its Members to do the same. If you believe that any content on the BookMe Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.

11.Restrictions

We are under no obligation to enforce the BookMe Terms on your behalf against another Member. While we encourage you to let us know if you believe anotherMember has violated the BookMe Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

11.1Improper Use

You agree not to, and will not assist, encourage, or enable others to use the BookMePlatform to:

  1. Violate     any third party’s rights, including any breach of confidentiality, or any     infringement of copyright, trademark, patent, trade secret, moral right,     privacy right, right of publicity or any other intellectual property or     proprietary right;
  2. Upload     any content that is indecent, libelous, defamatory, obscene, invasive of     privacy or publicity rights, abusive, illegal or otherwise objectionable;
  3. Solicit     personal information from minors, or submit or transmit pornography;
  4. Threaten,     stalk, harm, or harass others, or promote bigotry or discrimination;
  5. Promote     a business or other commercial venture or event, or otherwise use the BookMe     Platform for commercial purposes, except as expressly permitted by BookMe     or contemplated by these BookMe Terms;
  6. Send     bulk emails, surveys, or other mass messaging, whether commercial in     nature or not; engage in keyword spamming, or otherwise attempt to     manipulate the BookMe Platform’s search results or the search results of     any third-party website; or
  7. Violate     any applicable law.

11.2Additional Restrictions

You also agree not to, and will not assist, encourage, or enable others to:

  1. Violate     these BookMe Terms;
  2. Modify,     adapt, appropriate, reproduce, distribute, translate, create derivative     works or adaptations of, publicly display, sell, trade or in any way     exploit the BookMe Platform, any BookMe Content or other Members’ Member     Content, except as expressly authorized by us;
  3. Use any     robot, spider, site search/retrieval application or other automated     device, process or means to access, retrieve, scrape or index any portion     of the BookMe Platform, any BookMe Content or other Members’ Member     Content;
  4. Reverse     engineer any portion of the BookMe Platform;
  5. Remove     or modify any copyright, trademark or other proprietary rights notice that     appears on any portion of the BookMe Platform or on any materials printed     or copied from the BookMe Platform;
  6. Record,     process or mine information about other Members;
  7. Access     the BookMe Platform by means other than through the public interfaces we     provide to you;
  8. Reformat     or frame any portion of the BookMe Platform;
  9. Take     any action that imposes, or may impose, an unreasonable or     disproportionately large load on our technology infrastructure or     otherwise make excessive traffic demands of the BookMe Platform, as     determined by BookMe in BookMe’s sole discretion;
  10. Attempt     to gain unauthorized access to the BookMe Platform, BookMe Accounts,     computer systems or networks connected to the BookMe Platform through     hacking, password mining or any other means;
  11. Use the     BookMe Platform, any BookMe Content or other Members’ Member Content to     transmit any computer viruses, worms, defects, Trojan horses or any other     computer code, files or programs designated to interrupt, destroy or limit     the functionality of the BookMe Platform;
  12. Use any     device, software or routine that interferes with the proper working of the     BookMe Platform or otherwise attempt to interfere with the proper working     of the BookMe Platform;
  13. Use the     BookMe Platform to violate the security of any computer network, crack     passwords or security encryption codes; disrupt or interfere with the     security of, or otherwise cause harm to, the BookMe Platform, any BookMe     Content or other Members’ Member Content;
  14. Remove,     circumvent, disable, damage or otherwise interfere with any     security-related features of the BookMe Platform, features that prevent or     restrict the use or copying of any BookMe Content, or other Members’     Member Content or features that enforce limitations on the use of the BookMe     Platform;
  15. Authorize     any third party to use BookMe Platforms, including but not limited to     Services, through your BookMe Account, or schedule any Services on behalf     of any individuals other than yourself, except that the Company authorizes     its Employee to use BookMe Platforms, and schedule the Services on behalf     of its Employees;
  16. Schedule     and/or provide for any Service Provider Service outside of the BookMe     Platform;
  17. Make,     accept, or receive any payment in connection with the Service Provider     Service outside of the BookMe Platform; or
  18. Solicit     and/or recruit BookMe Members to work or study on other software or     language learning platforms.

The restrictions above only apply to the extent permissible under applicable law.Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, BookMe reserves the right to determine what conduct BookMe considers to be in violation of these BookMeTerms or otherwise outside the intent or spirit of the BookMe Platform. BookMe reserves the right to take action as a result of any such violation, which may include terminating your BookMe Account and prohibiting you from using the BookMePlatform in whole or in part.

12.Links

TheBookMe Platform may contain links to third-party websites or resources. You acknowledge and agree that BookMe is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by BookMe of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

13.Enforcement of BookMe Terms of Service

We may suspend or cancel your BookMe Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of theseBookMe Terms, or violated our rights or those of a third-party in connection with your use of the BookMe Platform. Without limiting BookMe’s other remedies, we will suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these BookMe Terms or any other written policies and procedures posted on the BookMe Platform, including but not limited to BookMePolicies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for BookMe.

Once suspended or terminated, you may not continue to use the BookMe Platform under a different BookMe Account or re-register under a new BookMe Account. This includes usage of any associated Payment Services. In addition, violations of these BookMe Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the BookMe Platform or otherwise reduce service fees owed or paid to BookMe under these BookMe Terms, you will be liable to BookMe for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your BookMeAccount. BookMe reserves the right to terminate any Member or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files and other material you store at theBookMe Platform.

14.Disclaimers

THE BOOKME PLATFORM PROVIDED BY BOOKME AND THE SERVICES PROVIDED BY BOOKME, ANY OFOUR LICENSORS OR SERVICE PROVIDERS ARE PROVIDED ON AN “AS IS,” AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND “WITH ALL FAULTS“, WITH THE EXPRESS UNDERSTANDING THAT BOOKME MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. BOOKME EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE BOOKME PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WEMAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED,AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE BOOKME PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN ADDITION, NOTWITHSTANDING ANY FEATURE A FINAL CUSTOMER MAY USE TO SELECT AS ERVICE PROVIDER, EACH FINAL CUSTOMER IS RESPONSIBLE FOR SELECTING THEIR SERVICE PROVIDER AND NEGOTIATING A CONTRACT AND BOOKME DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A FINAL CUSTOMER ONTHE BOOKME PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR SERVICE PROVIDER. BOOKME DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY SERVICE PROVIDER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.

15.Limitation of Liability

INNO EVENT SHALL BOOKME, OUR LICENSORS OR THE SERVICE PROVIDERS BE LIABLE TO YOUOR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE BOOKME TERMS, INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FORTHE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU

NOT WITH STANDING ANY OTHER PROVISION OF THESE BOOKME TERMS, IN NO EVENT WILL OUR LIABILITY TOYOU FOR ANY ACTION OR CLAIM RELATED TO THE BOOKME PLATFORM PROVIDED UNDER THESE BOOKME TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

16.Indemnification

You agree to indemnify, defend and hold BookMe harmless, including against all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the BookMePlatform, (ii) your decision to submit postings and accept offers from otherMember, (iii) any breach of contract or other claims made by Members with which you conducted business through the BookMe Platform, (iv) your violation of these BookMe Terms, (v) any products or services purchased or obtained by you in connection with the BookMe Platform, (vi) any liability arising from the tax treatment of payments to Service Providers, (vii) any negligent or intentional wrong doing committed by you on or through the BookMe Platform, (viii) any infringement by you, or any third party using your BookMe Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Service Provider or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as aService Provider or to a Service Provider. BookMe reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BookMe and you agree to cooperate with BookMe’s defense of these claims. You agree not to settle any such matter without the prior written consent of BookMe. BookMe will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.

17.Suspension, Termination or Cancellation

17.1Termination By You

You may terminate these BookMe Terms at any time by closing your BookMe Account, discontinuing your use of the BookMe Platform and deleting the Applications from your device. You have the right to cancel your BookMe Account at any time.

17.2Termination by BookMe

We may suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you, a related person, or your Employee (to the extent you are a Company) has engaged in any of the restricted conduct described in Section 11 (Restrictions) or other wise violated or may have violated these BookMe Terms and/or any BookMe Policies, or(b) your BookMe Account and use of the BookMe Platform have been inactive for more than twelve (12) months. To the extent that you violate these BookMe Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the BookMe Platform. We are under no obligation to compensate you for any such losses.

We reserve the right to stop making available any one or more of the BookMePlatform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you.Your license to the BookMe Platform automatically ends when we terminate access to such BookMe Platform. Any such action could prevent you from accessing your BookMeAccount, the BookMe Platform, any BookMe Content, or any other related information.

17.3Survival

In the event of any termination of these BookMe Terms, whether by you or BookMe, the following Sections will continue in full force and effect: Section 8(Ownership), Section 10 (Member Content), including but not limited to BookMe’s right to use your Member Content, Section 11 (Restrictions), Section 12(Links), Section 13 (Enforcement of BookMe Terms of Service), Section 14(Disclaimers), Section 15 (Limitation of Liability), Section 16(Indemnification), Section 17 (Suspension, Termination or Cancellation), Section18 (Entire Agreement), Section 19 (Assignment), Section 20 (Notices), Section21 (Governing Law and Jurisdiction), Section 21 (Dispute Resolution), Section23 (Feedback) and Section 24 (General).

18.Entire Agreement

Except as they may be supplemented by additional BookMe policies, guidelines, standards, or terms for a specific product, feature, service or offering, theseBookMe Terms together with the BookMe Policies constitute the entire and exclusive understanding and agreement between BookMe and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between BookMe and you in relation to your access to and use of the BookMe Platform.

19.Assignment

You may not assign or transfer these BookMe Terms, or any rights or obligations hereunder, by operation of law or otherwise, without BookMe’s prior written consent. Any attempt by you to assign or transfer these BookMe Terms without such consent will be null and of no effect. BookMe may assign or transfer theseBookMe Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these BookMe Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

20.Notices

Unless you otherwise indicate in writing to customer service in accordance withSection 25 (Contacting Customer Service), BookMe will communicate with you by email or by posting communications on the BookMe Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when BookMe sends the communication to the email address you have provided to BookMe on the BookMe Platform, or when BookMe posts such communication on the BookMe Platform. You must keep your email address updated on the BookMe Platform, and you must regularly check the BookMe Platform for postings. If you fail to respond to an email message from BookMe regarding violation, dispute or complaint within two business days, BookMe will have the right to terminate or suspend your BookMe Account.

All notices to BookMe intended to have a legal effect concerning these BookMe Terms must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

  1. For     Members that access and use of the BookMe Product:

BookMeHK Limited.

Av.Mario Pani 400 Piso 1

SantaFe Cuajimalpa

MéxicoCity, México

Such notices to BookMe are deemed effective upon receipt.

21.Governing Law

21.1For Residents Outside of the United States

Except as otherwise specified in Section 21.2 below, any claims arising out of the BookMePlatform or these BookMe Terms will be subject to the laws of Hong Kong, without reference to conflict of laws principles.

21.2For Residents in the United States

Any claims arising out of the BookMe Platform or these BookMe Terms that are brought in the United States will be subject to the laws of the State ofCalifornia without reference to conflict of laws principles.

22.Dispute Resolution; Binding Arbitration and Class Action Waiver

READ THIS SECTION 22 CAREFULLY. THIS SECTION 22 MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

22.1Informal Dispute Resolution

Our customer service department is available as noted in Section 25 (ContactingCustomer Service) to address any concerns, disputes, claims or controversies you may have regarding the BookMe Platform, these BookMe Terms or the relationship between you and BookMe (collectively, “Disputes“). MostDisputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

22.2Dispute Resolution for Residents outside of the United States

In the event that the parties do not agree upon a resolution in connection with aDispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 23.1 (Initial DisputeResolution), except as otherwise specified in Section 23.3 (Dispute Resolution for Residents in the United States) below, you and BookMe expressly agree that any claim or action arising out of or relating to BookMe Platform or these BookMeTerms shall be submitted by any party to be finally resolved by arbitration by written notice to the other party. The arbitration shall be conduced in HongKong under the auspices of the Hong Kong International Arbitration Center (“HKIAC“).The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted inEnglish. The arbitration tribunal shall apply the arbitration rules of theHKIAC in effect at the time of the arbitration.;

22.3Dispute Resolution for Residents in the United States

If you are domiciled in and/or use the BookMe Platform in the United States, thisSection 22.3 applies to you.

  1. Agreement     to Arbitrate. If the parties do not agree upon a resolution in connection     with a Dispute within a period of thirty (30) calendar days from the time     informal dispute resolution is initiated pursuant to Section 22.1 (Initial     Dispute Resolution), then either party may initiate binding arbitration as     the sole means to formally resolve claims (the “Agreement to Arbitrate“),     subject to the terms set forth below. Specifically, all Disputes shall be     finally settled by binding arbitration administered by the American     Arbitration Association (the “AAA“). The arbitration proceedings     shall be governed by AAA’s Commercial Arbitration Rules (the “AAA Rules“)     and, where appropriate, AAA’s Supplementary Procedures for Resolution of     Consumer-Related Disputes (the “AAA Consumer Rules“). This     arbitration provision is made pursuant to a transaction involving     interstate commerce, and the Federal Arbitration Act shall apply to the     interpretation, applicability, enforceability and formation of these BookMe     Terms notwithstanding any other choice of law provision contained in these     BookMe Terms. The arbitrator, and not any federal, state or local court or     agency, shall have exclusive authority to resolve all disputes arising out     of or relating to the interpretation, applicability, enforceability or     formation of these BookMe Terms, including without limitation any claim     that all or any party of these BookMe Terms are void or voidable, or     whether a claim is subject to arbitration. The arbitrator shall be     empowered to grant whatever relief would be available in a court under law     or in equity. The arbitrator’s award shall be binding on the parties and     may be entered as a judgment in any court of competent jurisdiction.

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrat or must follow applicable law, and any award may be challenged if the arbitrat or fails to do so.

TheAAA Rules and the AAA Consumer Rules are both available at the AAA websitewww.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAAConsumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited inarbitration than in court.

  1. Location.     The arbitration will take place at any reasonable location within the     United States convenient for you.
  2. Class     Action Waiver. The parties further agree that any arbitration shall be     conducted in their individual capacities only and not as a class action or     other representative action, and the parties expressly waive their right     to file a class action or seek relief on a class basis. YOU AND BOOKME     AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR BOOKME’S     INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY     PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator     determines that the class action waiver set forth in this subsection is     void or unenforceable for any reason or that an arbitration can proceed on     a class basis, then the arbitration provision set forth above shall be     deemed null and void in its entirety and the parties shall be deemed to     have not agreed to arbitrate Disputes.
  3. Exception     – Litigation of Intellectual Property and Small Claims Court Claims.     Notwithstanding the parties’ decision to resolve all Disputes through     arbitration, either party may bring an action in state or federal court     that only asserts claims for patent infringement or invalidity, copyright     infringement, moral rights violations, trademark infringement and/or trade     secret misappropriation, but not, for clarity, claims related to the     license granted to you for the BookMe Platform under this Agreement.     Either party may also seek relief in a small claims court for disputes or     claims within the scope of that court’s jurisdiction.
  4. 30 Day     Right to Opt Out. You have the right to opt-out and not be bound by the     arbitration and class action waiver provisions set forth in Section     22.3(i) (Agreement to Arbitrate), Section 22.3(ii) (Location) and Section     22.3(iii) (Class Action Waiver) above by sending written notice of your     decision to opt-out pursuant to Section 20 (Notice). The notice must be     sent within 30 days of your first access or use of the BookMe Platform;     otherwise you will be bound to arbitrate Disputes in accordance with the     terms of those Sections. If you opt-out of these arbitration provisions, BookMe     also will not be bound by such provisions.

23.Feedback

By sending us any ideas, suggestions, documents or proposals (“Feedback“),you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against BookMe and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.

24.General

The failure of BookMe to enforce any right or provision of these BookMe Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BookMe. Except as expressly set forth in these BookMe Terms, the exercise by either party of any of its remedies under these BookMe Terms will be without prejudice to its other remedies under these BookMe Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these BookMe Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these BookMe Terms will remain in full force and effect.

25.Contacting Customer Service

If you wish to report a violation of these Terms, have any questions or need assistance, please contact BookMe customer service as follows:

  1. For     Members that access and use of the BookMe Product:

OnlineSupport: https://support.bookme.ai

Email: support@bookme.ai

 

Terms of Service (Last Updated on 26 May, 2021)

Please read these BookMe Terms of Service (the “BookMe Terms” or “BookMeTerms of Service“) carefully as they govern (i) your access to and use of our Sites, (ii) your access to and use of our Applications, or (iii) your access to and use of our services that link to or reference these BookMe Terms, and contain important information about your legal rights, remedies and obligations. The Site, Application and other BookMe services together are here in after collectively referred to as the “BookMe Platform“. By accessing or using the BookMe Platform, you are agreeing to these BookMe Terms and concluding a legally binding contract with BookMe, whether or not you become a registered user of the BookMe Platform. Certain areas of the BookMePlatform may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these BookMe Terms and the terms and conditions posted for a specific area of the BookMe Platform, the terms and conditions that are specific to that area will take precedence with respect to your use of, or access to, that area of the BookMe Platform.

You may be referred to in this BookMe Terms as “you” or “your“, or may be referred to specifically in your applicable role as a Company or anAuthorized User (each as defined below). If you are entering into this BookMeTerms on behalf of a company or other legal entity (such company or legal entity, the “Company“), this BookMe Terms shall be a binding agreement between BookMe and the Company that you represent, and you represent that you have the authority to bind such Company, its users, and its affiliates to this BookMeTerms. In that case, the terms “you” or “your” shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this BookMe Terms, you may not use the Service. If you are entering into this BookMe Terms as an individual and not on behalf of a company or other legal entity, this BookMe Terms shall be a binding agreement between BookMe and you personally. You acknowledge that this BookMe terms is a contract between you and BookMe, even though it is electronic and is not physically signed by you and BookMe, and it governs your use of the Service.

You're present that you have read and understood our privacy policy (“PrivacyPolicy“), which is available at https://www.BookMe.video/privacy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply BookMe Terms or other BookMe Policies (as defined below); (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding or other legal process served on us; or (iv) protect our rights, reputation, and property or that of our users, affiliates or the public. Our(a) Service Provider policy, which is available at https://www.BookMe.video/instructorterms(the “Service Provider Policy“); (b) payment policy, which is available at https://www.BookMe.video/paymentterms (the “Payment Policy“); (c)community policy, which is available at https://www.BookMe.video/communitypolicy(the “Community Policy“), and (d) copyright policy, which is available at https://www.BookMe.video/copyrightpolicy (the “Copyright Policy“,together with Privacy Policy, Service Provider Policy, Payment Policy,Community Policy and Copyright Policy, the “BookMe Polices“), to the extent applicable to your use of the BookMe Platform are incorporated by reference into these BookMe Terms.

Do not access or use the BookMe Platform if you are unwilling or unable to be bound by these BookMe Terms.

Table of Contents

  1. Definitions
  2. Relationship
  3. Modification
  4. Eligibility
  5. Description     of Services
  6. BookMe     Account
  7. Virtual     Currency of BookMe Product
  8. Ownership
  9. License     Grant
  10. Member     Content
  11. Restrictions
  12. Links
  13. Enforcement     of BookMe Terms of Service
  14. Disclaimers
  15. Limitation     of Liability
  16. Indemnification
  17. Suspension,     Termination or Cancellation
  18. Entire     Agreement
  19. Assignment
  20. Notices
  21. Governing     Law and Jurisdiction
  22. Dispute     Resolution; Binding Arbitration and Class Action Waiver
  23. Feedback
  24. General
  25. Contacting     Customer Service

1.Definitions

Applications”means the applications for mobile, tablet, and other smart devices and application program interfaces provided by BookMe, including but not limited to the mobile applications entitled as “BookMe“.

BookMe“,“we“, “us“, or “our” means X Communications Corp. S.A.P.I.de C.V., with respect to Members that access and use of the BookMe Service

BookMeContent” means any content that BookMe creates and makes available in connection with the BookMe Platform, including proprietary BookMe content and any content licensed or authorized for use by or through BookMe from a third party, but excluding Member Content.

BookMeProduct” means the Application(s) of “BookMe“, the Site “www.BookMe.video”and any website operated by BookMe X Communications Corp. S.A.P.I. de C.V.

MemberContent” means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.

Sites”means BookMe’s websites, including but not limited to www.BookMe.video and www.BookMe.mx

FinalCustomer” means a Member that purchases Services.

ServiceProvider” means a Member that offers and delivers Services.

Services”means all services delivered by Service Providers as described in the ServiceProvider Policy, including but not limited to paid lessons, packages and other services rendered where BookMe Credits (as defined in Payment Policy) are exchanged.

2.Relationship

TheBookMe Platform is an online venue for language learning where registered users(“Members“) may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that BookMe is nota party to any agreements entered into between Final Customers and ServiceProviders or between Members, nor is BookMe a service broker or agent. BookMe has no control over the conduct of Final Customers, Service Providers, Members or other users of the BookMe Platform or over any services provided by ServiceProviders or other Members over the BookMe Platform, and disclaims all liability in this regard to the maximum extent permitted by law.

If you choose to provide services on the BookMe Platform, you understand and agree that your relationship with BookMe is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venturer or partner of BookMe for any reason, and you act exclusively on your own be half and for your own benefit, and not on behalf of or for the benefit of BookMe. BookMe does not control, and has no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of BookMe, including by using any BookMe intellectual property in an unauthorized or in appropriate manner.

3.Modification

BookMe reserves the right, at its sole discretion, to modify the BookMe Platform and to modify these BookMe Terms, at any time and without prior notice. If we modify these BookMe Terms, we will either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification.We will also update the “Last Updated” date at the top of these BookMeTerms. By continuing to access or use the BookMe Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified BookMe Terms. If the modified BookMe Terms are not acceptable to you, your only recourse is to cease using the BookMe Platform.

4.Eligibility

TheBookMe Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law.

WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH SERVICE PROVIDER ON THE BOOKME PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF SERVICE PROVIDERS AND THE ACCURACY OF THE INFORMATION SERVICE PROVIDERS PROVIDE VIA THE BOOKME PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER BOOKME NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE BOOKME PLATFORM. BOOKME AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE BOOKME PLATFORM.

5.Description of Services

5.1BookMe Services

BookMe’s services includes:

  1. Connection     Services. BookMe provides Members with access to and use of the BookMe     Platform, which is an online venue where (a) Members can upload, submit,     store, send and receive content related to language learning; (b) Members     can conduct searches, connect with, choose, and engage each other for the     purposes of language learning and instant language practice; (c) Final     Customers can conduct searches, connect with, choose, and engage Service     Providers directly for language instruction and Services; (d) Service     Providers can advertise their capabilities, respond to inquiries, connect     with and engage Final Customers to provide them with their Services     (collectively, “Connection Services“). For the avoidance of doubt,     in providing the Connection Services, BookMe only provides the venue for     Members, including Final Customers and Service Providers, to find and     contract with each other, and BookMe does not take part in direct     interactions between Members.
  2. Payment     Services. For Final Customers and Service Providers, BookMe also provides     certain payment processing services, credit purchase and payment tools,     dispute resolution procedures and assistance, and other services in     accordance with BookMe’s Payment Policy (collectively, “Payment     Services“). Payment Services do not include Connection Services.
  3. Business     Services. If a Member is a Company, such Member may authorize additional     individuals and/or their employees (the “Employees“) to use of the BookMe     Platform, including but not limited to the Connection Services and Payment     Services. The Company may (i) track Employees’ completed lessons, (ii) add     or remove any Employees from access to or the use of BookMe Platform,     (iii) control, refill or shift their BookMe credits balances within such     Company’s BookMe Account (as defined below). The Company may also review     the Employees’ language learning performance report through its BookMe     Account. For the avoidance of doubt, an Employee shall be considered as a     “Final Customer“.

5.2Services

ServiceProviders may provide certain Services through the BookMe Platform. If you are accepted to be a Service Provider, you agree to BookMe’s Service ProviderPolicy. All Members hereby acknowledge that the Services are solely provided byService Providers and are not provided by BookMe. BookMe’s responsibility with respect to Services is limited to facilitating the availability of the BookMePlatform.

6.BookMe Account

6.1Account Registration

In order to use many of the features that are offered through the BookMe Platform, you must create an account (“BookMe Account“) and become a Member.

YourBookMe Account is for personal, non-commercial use only, provided that, if you are creating an BookMe Account on behalf of a Company, you may authorize theirEmployees to use of the BookMe Platform. To create an BookMe Account, you must be eligible to use the BookMe Platform for which you are registering, be a resident of a country where use of the BookMe Platform is permitted, have a valid email address, have a valid mobile phone number (if applicable) and provide truthful and accurate information. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple BookMe Accounts. You may choose to show a pseudonym to otherMembers, but please remember that others may still be able to identify you if, for example, you include identifying information during your use of the BookMePlatform, use the same BookMe Account information on other sites or allow other sites to share information about you with us. Please read our Privacy Policy for more information.

You may not have more than one (1) active BookMe Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. BookMe reserves the right to suspend or terminate your BookMe Account and your access to the BookMe Platform if you create more than one (1) BookMe Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these BookMe Terms.

In addition, to create an BookMe Account, BookMe may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. BookMe may refuse to grant you a username in BookMe’s sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by BookMe in BookMe’s sole discretion.Your selection and use of a specific username do not convey any ownership or rights in that username and BookMe reserves the right to revoke and/or reassign that username in BookMe’s sole discretion. You understand and agree that BookMere serves the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in BookMe’s sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OFYOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR BOOKME ACCOUNT,INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE BOOKME PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR BOOKME ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR BOOKME ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE BOOKME TERMS.

You agree to notify BookMe immediately of any unauthorized use of your BookMeAccount. We reserve the right to close your BookMe Account at any time if you violate these BookMe Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.

6.2Third-Party Account

You can also register to become a Member by logging into your account with certain third-party social networking sites (“SNS“) including, but not limited to, Facebook and WeChat (each such account is a “Third-Party Account“),through our Sites or Applications. Unless you add your email address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or BookMe’s access to such Third-PartyAccount is terminated by you or the third-party service provider, then you areno longer be able to log into any BookMe Platform through such Third-PartyAccount.

6.3Link your BookMe Account with Third-Party Account

Aspart of the functionality of the BookMe Platform, you may link your BookMeAccount with Third-Party Accounts, by either: (i) providing your Third-PartyAccount login information to BookMe through the BookMe Platform; or (ii)allowing BookMe to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-PartyAccount. You represent that you are entitled to disclose your Third-PartyAccount login information to BookMe and/or grant BookMe access to yourThird-Party Account (including, but not limited to, for use by BookMe for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating BookMe to pay any fees or making BookMe subject to any usage limitations imposed by such third-party service providers. By granting BookMe access to any Third-Party Accounts, you understand that BookMe will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the BookMe Platform via your BookMe Account and BookMeAccount profile page. Unless otherwise specified in these BookMe Terms, all SNSContent, if any, will be considered to be Member Content for all purposes of these BookMe Terms.

If you choose to link Third-Party Accounts with your BookMe Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-PartyAccounts might be available on and through the BookMe Platform via your BookMeAccount and BookMe Account profile page. You have the ability to disable the connection between your BookMe Account and your Third-Party Accounts at anytime by accessing the “Settings” section of the Sites or Applications.If you disable the connection between your BookMe Account and your Third PartyAccounts, then SNS Content from that Third Party Account will no longer be available on and through the BookMe Platform, and you will no longer be able to access your BookMe Account through such Third Party Account.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. BookMe makes no effort to review any SNSContent for any purpose, including but not limited to for accuracy, legality or non-infringement and BookMe is not responsible for any SNS Content.

YourBookMe Account and your BookMe Account profile page will be created for your use of the BookMe Platform based upon the information you provide to us or that we obtain through a Third-Party Account that you link with your BookMe Account as described above.

6.4Link to a Company

If you are an Employee of a Company, during the registration process, you may identify a Company with whom your profile and BookMe Account is associated.Alternately, your individual profile may have been created by an authorized representative of the Company, and your profile and BookMe Account will be associated with such Company. If your BookMe Credits, Services and PaymentServices are provided or scheduled by a Company, you may lose access to such BookMeCredits, Services and Payment Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that(a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and(b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information.You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

7.Virtual Currency of BookMe Product

7.1Virtual Currency License

You acknowledge that the BookMe Product may include a component of virtual credits or currency called “Lingos” (“Virtual Currency“). The VirtualCurrency may only be used within the BookMe Product in exchange for the service times of the BookMe Product. Regardless of the terminology used, VirtualCurrency represents a limited license right governed solely under these BookMeTerms, and are not redeemable for any sum of money or monetary value from BookMe or any other person or entity at any time. Virtual Currency provided by BookMe include only a limited license right to use such Virtual Currency. Other than a limited, personal, revocable, non-transferable, non-sub licensable license to use Virtual Currency on and in the BookMe Product, you agree that you have no right, title or ownership in or to any such Virtual Currency. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY HAS NO CASH VALUE AND THAT NEITHER BOOKME NORANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL CURRENCY FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT,IF YOUR BOOKME ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IFYOUR RIGHT TO ACCESS The BOOKME PRODUCT IS TERMINATED, THE VIRTUAL CURRENCY AND YOUR BOOKME ACCOUNT SHALL HAVE NO VALUE.

7.2Virtual Currency Fees

We reserve the right to charge fees for the right to access or use VirtualCurrency, and/or may distribute Virtual Currency without charge, in our sole discretion. You acknowledge and agree that we may revise or take action that impacts the perceived value of, or pricing for, any Virtual Currency at anytime except to the extent that we agree otherwise in writing. Virtual Currency will expire after 24 months of non-use of your BookMe Account.

7.3Managing Your Virtual Currency. All purchases of Virtual Currency are final and under no circumstances will be refundable, transferable or exchangeable

By purchasing Virtual Currency, you are confirming that you want the VirtualCurrency immediately credited to your BookMe Account and that by doing so you lose any cancellation rights under applicable laws.

We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency as we see fit in our sole discretion, and we shall have no liability to you or anyone else for the exercise of such rights. For example, Virtual Currency will be lost, deleted from your BookMe Account or forfeited when/if your BookMe Account is terminated, suspended or closed for any reason or when we discontinue any or all of the BookMe Product, including without limitation any services provided or offered through third party platforms.

We reserve the right, in our sole discretion, to make all calculations regarding the balance of Virtual Currency in your BookMe Account. We further reserve the right, in our sole discretion, to determine the amount of Virtual Currency that is credited and debited from your BookMe Account in connection with your use of the BookMe Product. While we strive to make all such calculations on a consistent and reasonable basis, you hereby acknowledge and agree that our determination of the amount of Virtual Currency in your BookMe Account is final, unless you can provide documentation to us that such calculation was or is intentionally incorrect.

7.4Transfers of Virtual Currency; Unauthorized Transactions

Any unauthorized transferring, trading, selling or exchanging of any VirtualCurrency or BookMe Accounts (“Unauthorized Transactions“) with anyone, including with other users of the BookMe Product, is not sanctioned by us and is strictly forbidden. All Members who participate in such activities do so at their own risk and hereby agree to indemnify BookMe against any and all consequences resulting from such actions. You acknowledge that BookMe may stop, suspend, terminate, discontinue or reverse any Unauthorized Transactions when BookMe suspects or has evidence of fraud, violations of these BookMe Terms, violations of any other applicable law or regulation or any intentional act designed to interfere at all with the normal operation of the Services. You further agree that BookMe may, in BookMe’s sole discretion, reverse any transaction if such reversal is in BookMe’s best interest, or may debit your balance of VirtualCurrency, including without limitation, taking actions, which may cause your balance to be zero and/or a negative amount. BookMe may, in BookMe’s sole discretion, terminate, suspend or modify your BookMe Account if you engage or assist in any Unauthorized Transactions. Verification of certain information applicable to a transaction involving Virtual Currency may be required prior to our acceptance thereof. In addition, as a condition to receiving certainVirtual Currency or other awards for participating in promotions, give aways, contests or sweepstakes, you may be required to provide additional information about yourself in our marketing materials. You acknowledge and agree that BookMe shall have no liability for the use or loss of such information and/or VirtualCurrency due to any unauthorized third party activity, such as hacking, phishing, password mining, social engineering and/or any other unauthorized third party or other user’s activity. BookMe may replace such lost VirtualCurrency under certain circumstances, at BookMe’s sole discretion on a case-by-case basis, without incurring any obligation or liability. You may be required to provide the BookMe or our designated representative with your credit card number or other billing information, and related information, in order to purchase Virtual Currency. BookMe may also provide you with the option of participating in third party offers to receive Virtual Currency.

7.5Purchasing Virtual Currency

You may pay for Virtual Currency by using the BookMe Product or any alternate billing and payment provider (such as iTunes and Google Checkout) identified on the BookMe Product. We will not supply any products or services to you until the alternative billing and payment provider has authorized the use of your credit card or other applicable method for payment. If you use the services of an alternate billing and payment provider, you will be bound by that third party provider’s terms and conditions, which are available from such provider.You may be required to create an account with such alternate provider, and to provide such provider with your bank account or credit or debit card details.

8.Ownership

All content made available through BookMe Platform is either owned by BookMe or BookMe’s licensors, or is licensed to BookMe and BookMe’s licensors pursuant to Section10 (Member Content). As between you and BookMe, you own your Member Content. We own the BookMe Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the BookMe Platform excluding Member Content.As between you and BookMe, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world associated with the BookMe Content and the BookMe Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the BookMe Platform and the BookMe Content are retained by BookMe.

9.License Grant

Subject to and conditioned on compliance with these BookMe Terms, BookMe hereby grants you a limited, personal, non-exclusive, non-transferable, non-sub licensable, term in a table license to access and use the BookMe Platform. Except as expressly set forth in these BookMe Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole orin part, the BookMe Content, other Members’ Member Content and the BookMePlatform without BookMe’s or our licensors’ express prior written permission.

The licenses granted to you are conditioned upon your proper conduct and compliance with these BookMe Terms at all times, as judged by BookMe in BookMe’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the BookMe Platform.

10.Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the BookMe Platform, you hereby grant to BookMe a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and other wise exploit such Member Content on, through, by means of, or to promote or market the BookMe Platform. BookMe does not claim any ownership rights in any MemberContent.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the BookMe Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all MemberContent that you make available through the BookMe Platform or through BookMe promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to BookMe the rights in such Member Content, as contemplated under these BookMe Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your MemberContent or BookMe’s use of your Member Content (or any portion thereof) on, through or by means of the BookMe Platform or BookMe promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

If you are a Service Provider, you may share your Member Content with your FinalCustomers.

BookMe respects copyright law and expects its Members to do the same. If you believe that any content on the BookMe Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.

11.Restrictions

We are under no obligation to enforce the BookMe Terms on your behalf against another Member. While we encourage you to let us know if you believe anotherMember has violated the BookMe Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

11.1Improper Use

You agree not to, and will not assist, encourage, or enable others to use the BookMePlatform to:

  1. Violate     any third party’s rights, including any breach of confidentiality, or any     infringement of copyright, trademark, patent, trade secret, moral right,     privacy right, right of publicity or any other intellectual property or     proprietary right;
  2. Upload     any content that is indecent, libelous, defamatory, obscene, invasive of     privacy or publicity rights, abusive, illegal or otherwise objectionable;
  3. Solicit     personal information from minors, or submit or transmit pornography;
  4. Threaten,     stalk, harm, or harass others, or promote bigotry or discrimination;
  5. Promote     a business or other commercial venture or event, or otherwise use the BookMe     Platform for commercial purposes, except as expressly permitted by BookMe     or contemplated by these BookMe Terms;
  6. Send     bulk emails, surveys, or other mass messaging, whether commercial in     nature or not; engage in keyword spamming, or otherwise attempt to     manipulate the BookMe Platform’s search results or the search results of     any third-party website; or
  7. Violate     any applicable law.

11.2Additional Restrictions

You also agree not to, and will not assist, encourage, or enable others to:

  1. Violate     these BookMe Terms;
  2. Modify,     adapt, appropriate, reproduce, distribute, translate, create derivative     works or adaptations of, publicly display, sell, trade or in any way     exploit the BookMe Platform, any BookMe Content or other Members’ Member     Content, except as expressly authorized by us;
  3. Use any     robot, spider, site search/retrieval application or other automated     device, process or means to access, retrieve, scrape or index any portion     of the BookMe Platform, any BookMe Content or other Members’ Member     Content;
  4. Reverse     engineer any portion of the BookMe Platform;
  5. Remove     or modify any copyright, trademark or other proprietary rights notice that     appears on any portion of the BookMe Platform or on any materials printed     or copied from the BookMe Platform;
  6. Record,     process or mine information about other Members;
  7. Access     the BookMe Platform by means other than through the public interfaces we     provide to you;
  8. Reformat     or frame any portion of the BookMe Platform;
  9. Take     any action that imposes, or may impose, an unreasonable or     disproportionately large load on our technology infrastructure or     otherwise make excessive traffic demands of the BookMe Platform, as     determined by BookMe in BookMe’s sole discretion;
  10. Attempt     to gain unauthorized access to the BookMe Platform, BookMe Accounts,     computer systems or networks connected to the BookMe Platform through     hacking, password mining or any other means;
  11. Use the     BookMe Platform, any BookMe Content or other Members’ Member Content to     transmit any computer viruses, worms, defects, Trojan horses or any other     computer code, files or programs designated to interrupt, destroy or limit     the functionality of the BookMe Platform;
  12. Use any     device, software or routine that interferes with the proper working of the     BookMe Platform or otherwise attempt to interfere with the proper working     of the BookMe Platform;
  13. Use the     BookMe Platform to violate the security of any computer network, crack     passwords or security encryption codes; disrupt or interfere with the     security of, or otherwise cause harm to, the BookMe Platform, any BookMe     Content or other Members’ Member Content;
  14. Remove,     circumvent, disable, damage or otherwise interfere with any     security-related features of the BookMe Platform, features that prevent or     restrict the use or copying of any BookMe Content, or other Members’     Member Content or features that enforce limitations on the use of the BookMe     Platform;
  15. Authorize     any third party to use BookMe Platforms, including but not limited to     Services, through your BookMe Account, or schedule any Services on behalf     of any individuals other than yourself, except that the Company authorizes     its Employee to use BookMe Platforms, and schedule the Services on behalf     of its Employees;
  16. Schedule     and/or provide for any Service Provider Service outside of the BookMe     Platform;
  17. Make,     accept, or receive any payment in connection with the Service Provider     Service outside of the BookMe Platform; or
  18. Solicit     and/or recruit BookMe Members to work or study on other software or     language learning platforms.

The restrictions above only apply to the extent permissible under applicable law.Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, BookMe reserves the right to determine what conduct BookMe considers to be in violation of these BookMeTerms or otherwise outside the intent or spirit of the BookMe Platform. BookMe reserves the right to take action as a result of any such violation, which may include terminating your BookMe Account and prohibiting you from using the BookMePlatform in whole or in part.

12.Links

TheBookMe Platform may contain links to third-party websites or resources. You acknowledge and agree that BookMe is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by BookMe of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

13.Enforcement of BookMe Terms of Service

We may suspend or cancel your BookMe Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of theseBookMe Terms, or violated our rights or those of a third-party in connection with your use of the BookMe Platform. Without limiting BookMe’s other remedies, we will suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these BookMe Terms or any other written policies and procedures posted on the BookMe Platform, including but not limited to BookMePolicies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for BookMe.

Once suspended or terminated, you may not continue to use the BookMe Platform under a different BookMe Account or re-register under a new BookMe Account. This includes usage of any associated Payment Services. In addition, violations of these BookMe Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the BookMe Platform or otherwise reduce service fees owed or paid to BookMe under these BookMe Terms, you will be liable to BookMe for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your BookMeAccount. BookMe reserves the right to terminate any Member or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files and other material you store at theBookMe Platform.

14.Disclaimers

THE BOOKME PLATFORM PROVIDED BY BOOKME AND THE SERVICES PROVIDED BY BOOKME, ANY OFOUR LICENSORS OR SERVICE PROVIDERS ARE PROVIDED ON AN “AS IS,” AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND “WITH ALL FAULTS“, WITH THE EXPRESS UNDERSTANDING THAT BOOKME MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. BOOKME EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE BOOKME PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WEMAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED,AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE BOOKME PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN ADDITION, NOTWITHSTANDING ANY FEATURE A FINAL CUSTOMER MAY USE TO SELECT AS ERVICE PROVIDER, EACH FINAL CUSTOMER IS RESPONSIBLE FOR SELECTING THEIR SERVICE PROVIDER AND NEGOTIATING A CONTRACT AND BOOKME DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A FINAL CUSTOMER ONTHE BOOKME PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR SERVICE PROVIDER. BOOKME DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY SERVICE PROVIDER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.

15.Limitation of Liability

INNO EVENT SHALL BOOKME, OUR LICENSORS OR THE SERVICE PROVIDERS BE LIABLE TO YOUOR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE BOOKME TERMS, INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FORTHE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU

NOT WITH STANDING ANY OTHER PROVISION OF THESE BOOKME TERMS, IN NO EVENT WILL OUR LIABILITY TOYOU FOR ANY ACTION OR CLAIM RELATED TO THE BOOKME PLATFORM PROVIDED UNDER THESE BOOKME TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

16.Indemnification

You agree to indemnify, defend and hold BookMe harmless, including against all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the BookMePlatform, (ii) your decision to submit postings and accept offers from otherMember, (iii) any breach of contract or other claims made by Members with which you conducted business through the BookMe Platform, (iv) your violation of these BookMe Terms, (v) any products or services purchased or obtained by you in connection with the BookMe Platform, (vi) any liability arising from the tax treatment of payments to Service Providers, (vii) any negligent or intentional wrong doing committed by you on or through the BookMe Platform, (viii) any infringement by you, or any third party using your BookMe Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Service Provider or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as aService Provider or to a Service Provider. BookMe reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BookMe and you agree to cooperate with BookMe’s defense of these claims. You agree not to settle any such matter without the prior written consent of BookMe. BookMe will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.

17.Suspension, Termination or Cancellation

17.1Termination By You

You may terminate these BookMe Terms at any time by closing your BookMe Account, discontinuing your use of the BookMe Platform and deleting the Applications from your device. You have the right to cancel your BookMe Account at any time.

17.2Termination by BookMe

We may suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you, a related person, or your Employee (to the extent you are a Company) has engaged in any of the restricted conduct described in Section 11 (Restrictions) or other wise violated or may have violated these BookMe Terms and/or any BookMe Policies, or(b) your BookMe Account and use of the BookMe Platform have been inactive for more than twelve (12) months. To the extent that you violate these BookMe Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the BookMe Platform. We are under no obligation to compensate you for any such losses.

We reserve the right to stop making available any one or more of the BookMePlatform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you.Your license to the BookMe Platform automatically ends when we terminate access to such BookMe Platform. Any such action could prevent you from accessing your BookMeAccount, the BookMe Platform, any BookMe Content, or any other related information.

17.3Survival

In the event of any termination of these BookMe Terms, whether by you or BookMe, the following Sections will continue in full force and effect: Section 8(Ownership), Section 10 (Member Content), including but not limited to BookMe’s right to use your Member Content, Section 11 (Restrictions), Section 12(Links), Section 13 (Enforcement of BookMe Terms of Service), Section 14(Disclaimers), Section 15 (Limitation of Liability), Section 16(Indemnification), Section 17 (Suspension, Termination or Cancellation), Section18 (Entire Agreement), Section 19 (Assignment), Section 20 (Notices), Section21 (Governing Law and Jurisdiction), Section 21 (Dispute Resolution), Section23 (Feedback) and Section 24 (General).

18.Entire Agreement

Except as they may be supplemented by additional BookMe policies, guidelines, standards, or terms for a specific product, feature, service or offering, theseBookMe Terms together with the BookMe Policies constitute the entire and exclusive understanding and agreement between BookMe and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between BookMe and you in relation to your access to and use of the BookMe Platform.

19.Assignment

You may not assign or transfer these BookMe Terms, or any rights or obligations hereunder, by operation of law or otherwise, without BookMe’s prior written consent. Any attempt by you to assign or transfer these BookMe Terms without such consent will be null and of no effect. BookMe may assign or transfer theseBookMe Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these BookMe Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

20.Notices

Unless you otherwise indicate in writing to customer service in accordance withSection 25 (Contacting Customer Service), BookMe will communicate with you by email or by posting communications on the BookMe Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when BookMe sends the communication to the email address you have provided to BookMe on the BookMe Platform, or when BookMe posts such communication on the BookMe Platform. You must keep your email address updated on the BookMe Platform, and you must regularly check the BookMe Platform for postings. If you fail to respond to an email message from BookMe regarding violation, dispute or complaint within two business days, BookMe will have the right to terminate or suspend your BookMe Account.

All notices to BookMe intended to have a legal effect concerning these BookMe Terms must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

  1. For     Members that access and use of the BookMe Product:

BookMeHK Limited.

Av.Mario Pani 400 Piso 1

SantaFe Cuajimalpa

MéxicoCity, México

Such notices to BookMe are deemed effective upon receipt.

21.Governing Law

21.1For Residents Outside of the United States

Except as otherwise specified in Section 21.2 below, any claims arising out of the BookMePlatform or these BookMe Terms will be subject to the laws of Hong Kong, without reference to conflict of laws principles.

21.2For Residents in the United States

Any claims arising out of the BookMe Platform or these BookMe Terms that are brought in the United States will be subject to the laws of the State ofCalifornia without reference to conflict of laws principles.

22.Dispute Resolution; Binding Arbitration and Class Action Waiver

READ THIS SECTION 22 CAREFULLY. THIS SECTION 22 MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

22.1Informal Dispute Resolution

Our customer service department is available as noted in Section 25 (ContactingCustomer Service) to address any concerns, disputes, claims or controversies you may have regarding the BookMe Platform, these BookMe Terms or the relationship between you and BookMe (collectively, “Disputes“). MostDisputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

22.2Dispute Resolution for Residents outside of the United States

In the event that the parties do not agree upon a resolution in connection with aDispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 23.1 (Initial DisputeResolution), except as otherwise specified in Section 23.3 (Dispute Resolution for Residents in the United States) below, you and BookMe expressly agree that any claim or action arising out of or relating to BookMe Platform or these BookMeTerms shall be submitted by any party to be finally resolved by arbitration by written notice to the other party. The arbitration shall be conduced in HongKong under the auspices of the Hong Kong International Arbitration Center (“HKIAC“).The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted inEnglish. The arbitration tribunal shall apply the arbitration rules of theHKIAC in effect at the time of the arbitration.;

22.3Dispute Resolution for Residents in the United States

If you are domiciled in and/or use the BookMe Platform in the United States, thisSection 22.3 applies to you.

  1. Agreement     to Arbitrate. If the parties do not agree upon a resolution in connection     with a Dispute within a period of thirty (30) calendar days from the time     informal dispute resolution is initiated pursuant to Section 22.1 (Initial     Dispute Resolution), then either party may initiate binding arbitration as     the sole means to formally resolve claims (the “Agreement to Arbitrate“),     subject to the terms set forth below. Specifically, all Disputes shall be     finally settled by binding arbitration administered by the American     Arbitration Association (the “AAA“). The arbitration proceedings     shall be governed by AAA’s Commercial Arbitration Rules (the “AAA Rules“)     and, where appropriate, AAA’s Supplementary Procedures for Resolution of     Consumer-Related Disputes (the “AAA Consumer Rules“). This     arbitration provision is made pursuant to a transaction involving     interstate commerce, and the Federal Arbitration Act shall apply to the     interpretation, applicability, enforceability and formation of these BookMe     Terms notwithstanding any other choice of law provision contained in these     BookMe Terms. The arbitrator, and not any federal, state or local court or     agency, shall have exclusive authority to resolve all disputes arising out     of or relating to the interpretation, applicability, enforceability or     formation of these BookMe Terms, including without limitation any claim     that all or any party of these BookMe Terms are void or voidable, or     whether a claim is subject to arbitration. The arbitrator shall be     empowered to grant whatever relief would be available in a court under law     or in equity. The arbitrator’s award shall be binding on the parties and     may be entered as a judgment in any court of competent jurisdiction.

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrat or must follow applicable law, and any award may be challenged if the arbitrat or fails to do so.

TheAAA Rules and the AAA Consumer Rules are both available at the AAA websitewww.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAAConsumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited inarbitration than in court.

  1. Location.     The arbitration will take place at any reasonable location within the     United States convenient for you.
  2. Class     Action Waiver. The parties further agree that any arbitration shall be     conducted in their individual capacities only and not as a class action or     other representative action, and the parties expressly waive their right     to file a class action or seek relief on a class basis. YOU AND BOOKME     AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR BOOKME’S     INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY     PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator     determines that the class action waiver set forth in this subsection is     void or unenforceable for any reason or that an arbitration can proceed on     a class basis, then the arbitration provision set forth above shall be     deemed null and void in its entirety and the parties shall be deemed to     have not agreed to arbitrate Disputes.
  3. Exception     – Litigation of Intellectual Property and Small Claims Court Claims.     Notwithstanding the parties’ decision to resolve all Disputes through     arbitration, either party may bring an action in state or federal court     that only asserts claims for patent infringement or invalidity, copyright     infringement, moral rights violations, trademark infringement and/or trade     secret misappropriation, but not, for clarity, claims related to the     license granted to you for the BookMe Platform under this Agreement.     Either party may also seek relief in a small claims court for disputes or     claims within the scope of that court’s jurisdiction.
  4. 30 Day     Right to Opt Out. You have the right to opt-out and not be bound by the     arbitration and class action waiver provisions set forth in Section     22.3(i) (Agreement to Arbitrate), Section 22.3(ii) (Location) and Section     22.3(iii) (Class Action Waiver) above by sending written notice of your     decision to opt-out pursuant to Section 20 (Notice). The notice must be     sent within 30 days of your first access or use of the BookMe Platform;     otherwise you will be bound to arbitrate Disputes in accordance with the     terms of those Sections. If you opt-out of these arbitration provisions, BookMe     also will not be bound by such provisions.

23.Feedback

By sending us any ideas, suggestions, documents or proposals (“Feedback“),you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against BookMe and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.

24.General

The failure of BookMe to enforce any right or provision of these BookMe Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BookMe. Except as expressly set forth in these BookMe Terms, the exercise by either party of any of its remedies under these BookMe Terms will be without prejudice to its other remedies under these BookMe Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these BookMe Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these BookMe Terms will remain in full force and effect.

25.Contacting Customer Service

If you wish to report a violation of these Terms, have any questions or need assistance, please contact BookMe customer service as follows:

  1. For     Members that access and use of the BookMe Product:

OnlineSupport: https://support.bookme.ai

Email: support@bookme.ai

 

Terms of Service (Last Updated on 26 May, 2021)

Please read these BookMe Terms of Service (the “BookMe Terms” or “BookMeTerms of Service“) carefully as they govern (i) your access to and use of our Sites, (ii) your access to and use of our Applications, or (iii) your access to and use of our services that link to or reference these BookMe Terms, and contain important information about your legal rights, remedies and obligations. The Site, Application and other BookMe services together are here in after collectively referred to as the “BookMe Platform“. By accessing or using the BookMe Platform, you are agreeing to these BookMe Terms and concluding a legally binding contract with BookMe, whether or not you become a registered user of the BookMe Platform. Certain areas of the BookMePlatform may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these BookMe Terms and the terms and conditions posted for a specific area of the BookMe Platform, the terms and conditions that are specific to that area will take precedence with respect to your use of, or access to, that area of the BookMe Platform.

You may be referred to in this BookMe Terms as “you” or “your“, or may be referred to specifically in your applicable role as a Company or anAuthorized User (each as defined below). If you are entering into this BookMeTerms on behalf of a company or other legal entity (such company or legal entity, the “Company“), this BookMe Terms shall be a binding agreement between BookMe and the Company that you represent, and you represent that you have the authority to bind such Company, its users, and its affiliates to this BookMeTerms. In that case, the terms “you” or “your” shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this BookMe Terms, you may not use the Service. If you are entering into this BookMe Terms as an individual and not on behalf of a company or other legal entity, this BookMe Terms shall be a binding agreement between BookMe and you personally. You acknowledge that this BookMe terms is a contract between you and BookMe, even though it is electronic and is not physically signed by you and BookMe, and it governs your use of the Service.

You're present that you have read and understood our privacy policy (“PrivacyPolicy“), which is available at https://www.BookMe.video/privacy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply BookMe Terms or other BookMe Policies (as defined below); (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding or other legal process served on us; or (iv) protect our rights, reputation, and property or that of our users, affiliates or the public. Our(a) Service Provider policy, which is available at https://www.BookMe.video/instructorterms(the “Service Provider Policy“); (b) payment policy, which is available at https://www.BookMe.video/paymentterms (the “Payment Policy“); (c)community policy, which is available at https://www.BookMe.video/communitypolicy(the “Community Policy“), and (d) copyright policy, which is available at https://www.BookMe.video/copyrightpolicy (the “Copyright Policy“,together with Privacy Policy, Service Provider Policy, Payment Policy,Community Policy and Copyright Policy, the “BookMe Polices“), to the extent applicable to your use of the BookMe Platform are incorporated by reference into these BookMe Terms.

Do not access or use the BookMe Platform if you are unwilling or unable to be bound by these BookMe Terms.

Table of Contents

  1. Definitions
  2. Relationship
  3. Modification
  4. Eligibility
  5. Description     of Services
  6. BookMe     Account
  7. Virtual     Currency of BookMe Product
  8. Ownership
  9. License     Grant
  10. Member     Content
  11. Restrictions
  12. Links
  13. Enforcement     of BookMe Terms of Service
  14. Disclaimers
  15. Limitation     of Liability
  16. Indemnification
  17. Suspension,     Termination or Cancellation
  18. Entire     Agreement
  19. Assignment
  20. Notices
  21. Governing     Law and Jurisdiction
  22. Dispute     Resolution; Binding Arbitration and Class Action Waiver
  23. Feedback
  24. General
  25. Contacting     Customer Service

1.Definitions

Applications”means the applications for mobile, tablet, and other smart devices and application program interfaces provided by BookMe, including but not limited to the mobile applications entitled as “BookMe“.

BookMe“,“we“, “us“, or “our” means X Communications Corp. S.A.P.I.de C.V., with respect to Members that access and use of the BookMe Service

BookMeContent” means any content that BookMe creates and makes available in connection with the BookMe Platform, including proprietary BookMe content and any content licensed or authorized for use by or through BookMe from a third party, but excluding Member Content.

BookMeProduct” means the Application(s) of “BookMe“, the Site “www.BookMe.video”and any website operated by BookMe X Communications Corp. S.A.P.I. de C.V.

MemberContent” means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.

Sites”means BookMe’s websites, including but not limited to www.BookMe.video and www.BookMe.mx

FinalCustomer” means a Member that purchases Services.

ServiceProvider” means a Member that offers and delivers Services.

Services”means all services delivered by Service Providers as described in the ServiceProvider Policy, including but not limited to paid lessons, packages and other services rendered where BookMe Credits (as defined in Payment Policy) are exchanged.

2.Relationship

TheBookMe Platform is an online venue for language learning where registered users(“Members“) may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that BookMe is nota party to any agreements entered into between Final Customers and ServiceProviders or between Members, nor is BookMe a service broker or agent. BookMe has no control over the conduct of Final Customers, Service Providers, Members or other users of the BookMe Platform or over any services provided by ServiceProviders or other Members over the BookMe Platform, and disclaims all liability in this regard to the maximum extent permitted by law.

If you choose to provide services on the BookMe Platform, you understand and agree that your relationship with BookMe is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venturer or partner of BookMe for any reason, and you act exclusively on your own be half and for your own benefit, and not on behalf of or for the benefit of BookMe. BookMe does not control, and has no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of BookMe, including by using any BookMe intellectual property in an unauthorized or in appropriate manner.

3.Modification

BookMe reserves the right, at its sole discretion, to modify the BookMe Platform and to modify these BookMe Terms, at any time and without prior notice. If we modify these BookMe Terms, we will either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification.We will also update the “Last Updated” date at the top of these BookMeTerms. By continuing to access or use the BookMe Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified BookMe Terms. If the modified BookMe Terms are not acceptable to you, your only recourse is to cease using the BookMe Platform.

4.Eligibility

TheBookMe Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law.

WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH SERVICE PROVIDER ON THE BOOKME PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF SERVICE PROVIDERS AND THE ACCURACY OF THE INFORMATION SERVICE PROVIDERS PROVIDE VIA THE BOOKME PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER BOOKME NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE BOOKME PLATFORM. BOOKME AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE BOOKME PLATFORM.

5.Description of Services

5.1BookMe Services

BookMe’s services includes:

  1. Connection     Services. BookMe provides Members with access to and use of the BookMe     Platform, which is an online venue where (a) Members can upload, submit,     store, send and receive content related to language learning; (b) Members     can conduct searches, connect with, choose, and engage each other for the     purposes of language learning and instant language practice; (c) Final     Customers can conduct searches, connect with, choose, and engage Service     Providers directly for language instruction and Services; (d) Service     Providers can advertise their capabilities, respond to inquiries, connect     with and engage Final Customers to provide them with their Services     (collectively, “Connection Services“). For the avoidance of doubt,     in providing the Connection Services, BookMe only provides the venue for     Members, including Final Customers and Service Providers, to find and     contract with each other, and BookMe does not take part in direct     interactions between Members.
  2. Payment     Services. For Final Customers and Service Providers, BookMe also provides     certain payment processing services, credit purchase and payment tools,     dispute resolution procedures and assistance, and other services in     accordance with BookMe’s Payment Policy (collectively, “Payment     Services“). Payment Services do not include Connection Services.
  3. Business     Services. If a Member is a Company, such Member may authorize additional     individuals and/or their employees (the “Employees“) to use of the BookMe     Platform, including but not limited to the Connection Services and Payment     Services. The Company may (i) track Employees’ completed lessons, (ii) add     or remove any Employees from access to or the use of BookMe Platform,     (iii) control, refill or shift their BookMe credits balances within such     Company’s BookMe Account (as defined below). The Company may also review     the Employees’ language learning performance report through its BookMe     Account. For the avoidance of doubt, an Employee shall be considered as a     “Final Customer“.

5.2Services

ServiceProviders may provide certain Services through the BookMe Platform. If you are accepted to be a Service Provider, you agree to BookMe’s Service ProviderPolicy. All Members hereby acknowledge that the Services are solely provided byService Providers and are not provided by BookMe. BookMe’s responsibility with respect to Services is limited to facilitating the availability of the BookMePlatform.

6.BookMe Account

6.1Account Registration

In order to use many of the features that are offered through the BookMe Platform, you must create an account (“BookMe Account“) and become a Member.

YourBookMe Account is for personal, non-commercial use only, provided that, if you are creating an BookMe Account on behalf of a Company, you may authorize theirEmployees to use of the BookMe Platform. To create an BookMe Account, you must be eligible to use the BookMe Platform for which you are registering, be a resident of a country where use of the BookMe Platform is permitted, have a valid email address, have a valid mobile phone number (if applicable) and provide truthful and accurate information. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple BookMe Accounts. You may choose to show a pseudonym to otherMembers, but please remember that others may still be able to identify you if, for example, you include identifying information during your use of the BookMePlatform, use the same BookMe Account information on other sites or allow other sites to share information about you with us. Please read our Privacy Policy for more information.

You may not have more than one (1) active BookMe Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. BookMe reserves the right to suspend or terminate your BookMe Account and your access to the BookMe Platform if you create more than one (1) BookMe Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these BookMe Terms.

In addition, to create an BookMe Account, BookMe may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. BookMe may refuse to grant you a username in BookMe’s sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by BookMe in BookMe’s sole discretion.Your selection and use of a specific username do not convey any ownership or rights in that username and BookMe reserves the right to revoke and/or reassign that username in BookMe’s sole discretion. You understand and agree that BookMere serves the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in BookMe’s sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OFYOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR BOOKME ACCOUNT,INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE BOOKME PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR BOOKME ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR BOOKME ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE BOOKME TERMS.

You agree to notify BookMe immediately of any unauthorized use of your BookMeAccount. We reserve the right to close your BookMe Account at any time if you violate these BookMe Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.

6.2Third-Party Account

You can also register to become a Member by logging into your account with certain third-party social networking sites (“SNS“) including, but not limited to, Facebook and WeChat (each such account is a “Third-Party Account“),through our Sites or Applications. Unless you add your email address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or BookMe’s access to such Third-PartyAccount is terminated by you or the third-party service provider, then you areno longer be able to log into any BookMe Platform through such Third-PartyAccount.

6.3Link your BookMe Account with Third-Party Account

Aspart of the functionality of the BookMe Platform, you may link your BookMeAccount with Third-Party Accounts, by either: (i) providing your Third-PartyAccount login information to BookMe through the BookMe Platform; or (ii)allowing BookMe to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-PartyAccount. You represent that you are entitled to disclose your Third-PartyAccount login information to BookMe and/or grant BookMe access to yourThird-Party Account (including, but not limited to, for use by BookMe for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating BookMe to pay any fees or making BookMe subject to any usage limitations imposed by such third-party service providers. By granting BookMe access to any Third-Party Accounts, you understand that BookMe will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the BookMe Platform via your BookMe Account and BookMeAccount profile page. Unless otherwise specified in these BookMe Terms, all SNSContent, if any, will be considered to be Member Content for all purposes of these BookMe Terms.

If you choose to link Third-Party Accounts with your BookMe Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-PartyAccounts might be available on and through the BookMe Platform via your BookMeAccount and BookMe Account profile page. You have the ability to disable the connection between your BookMe Account and your Third-Party Accounts at anytime by accessing the “Settings” section of the Sites or Applications.If you disable the connection between your BookMe Account and your Third PartyAccounts, then SNS Content from that Third Party Account will no longer be available on and through the BookMe Platform, and you will no longer be able to access your BookMe Account through such Third Party Account.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. BookMe makes no effort to review any SNSContent for any purpose, including but not limited to for accuracy, legality or non-infringement and BookMe is not responsible for any SNS Content.

YourBookMe Account and your BookMe Account profile page will be created for your use of the BookMe Platform based upon the information you provide to us or that we obtain through a Third-Party Account that you link with your BookMe Account as described above.

6.4Link to a Company

If you are an Employee of a Company, during the registration process, you may identify a Company with whom your profile and BookMe Account is associated.Alternately, your individual profile may have been created by an authorized representative of the Company, and your profile and BookMe Account will be associated with such Company. If your BookMe Credits, Services and PaymentServices are provided or scheduled by a Company, you may lose access to such BookMeCredits, Services and Payment Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that(a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and(b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information.You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

7.Virtual Currency of BookMe Product

7.1Virtual Currency License

You acknowledge that the BookMe Product may include a component of virtual credits or currency called “Lingos” (“Virtual Currency“). The VirtualCurrency may only be used within the BookMe Product in exchange for the service times of the BookMe Product. Regardless of the terminology used, VirtualCurrency represents a limited license right governed solely under these BookMeTerms, and are not redeemable for any sum of money or monetary value from BookMe or any other person or entity at any time. Virtual Currency provided by BookMe include only a limited license right to use such Virtual Currency. Other than a limited, personal, revocable, non-transferable, non-sub licensable license to use Virtual Currency on and in the BookMe Product, you agree that you have no right, title or ownership in or to any such Virtual Currency. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY HAS NO CASH VALUE AND THAT NEITHER BOOKME NORANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL CURRENCY FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT,IF YOUR BOOKME ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IFYOUR RIGHT TO ACCESS The BOOKME PRODUCT IS TERMINATED, THE VIRTUAL CURRENCY AND YOUR BOOKME ACCOUNT SHALL HAVE NO VALUE.

7.2Virtual Currency Fees

We reserve the right to charge fees for the right to access or use VirtualCurrency, and/or may distribute Virtual Currency without charge, in our sole discretion. You acknowledge and agree that we may revise or take action that impacts the perceived value of, or pricing for, any Virtual Currency at anytime except to the extent that we agree otherwise in writing. Virtual Currency will expire after 24 months of non-use of your BookMe Account.

7.3Managing Your Virtual Currency. All purchases of Virtual Currency are final and under no circumstances will be refundable, transferable or exchangeable

By purchasing Virtual Currency, you are confirming that you want the VirtualCurrency immediately credited to your BookMe Account and that by doing so you lose any cancellation rights under applicable laws.

We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency as we see fit in our sole discretion, and we shall have no liability to you or anyone else for the exercise of such rights. For example, Virtual Currency will be lost, deleted from your BookMe Account or forfeited when/if your BookMe Account is terminated, suspended or closed for any reason or when we discontinue any or all of the BookMe Product, including without limitation any services provided or offered through third party platforms.

We reserve the right, in our sole discretion, to make all calculations regarding the balance of Virtual Currency in your BookMe Account. We further reserve the right, in our sole discretion, to determine the amount of Virtual Currency that is credited and debited from your BookMe Account in connection with your use of the BookMe Product. While we strive to make all such calculations on a consistent and reasonable basis, you hereby acknowledge and agree that our determination of the amount of Virtual Currency in your BookMe Account is final, unless you can provide documentation to us that such calculation was or is intentionally incorrect.

7.4Transfers of Virtual Currency; Unauthorized Transactions

Any unauthorized transferring, trading, selling or exchanging of any VirtualCurrency or BookMe Accounts (“Unauthorized Transactions“) with anyone, including with other users of the BookMe Product, is not sanctioned by us and is strictly forbidden. All Members who participate in such activities do so at their own risk and hereby agree to indemnify BookMe against any and all consequences resulting from such actions. You acknowledge that BookMe may stop, suspend, terminate, discontinue or reverse any Unauthorized Transactions when BookMe suspects or has evidence of fraud, violations of these BookMe Terms, violations of any other applicable law or regulation or any intentional act designed to interfere at all with the normal operation of the Services. You further agree that BookMe may, in BookMe’s sole discretion, reverse any transaction if such reversal is in BookMe’s best interest, or may debit your balance of VirtualCurrency, including without limitation, taking actions, which may cause your balance to be zero and/or a negative amount. BookMe may, in BookMe’s sole discretion, terminate, suspend or modify your BookMe Account if you engage or assist in any Unauthorized Transactions. Verification of certain information applicable to a transaction involving Virtual Currency may be required prior to our acceptance thereof. In addition, as a condition to receiving certainVirtual Currency or other awards for participating in promotions, give aways, contests or sweepstakes, you may be required to provide additional information about yourself in our marketing materials. You acknowledge and agree that BookMe shall have no liability for the use or loss of such information and/or VirtualCurrency due to any unauthorized third party activity, such as hacking, phishing, password mining, social engineering and/or any other unauthorized third party or other user’s activity. BookMe may replace such lost VirtualCurrency under certain circumstances, at BookMe’s sole discretion on a case-by-case basis, without incurring any obligation or liability. You may be required to provide the BookMe or our designated representative with your credit card number or other billing information, and related information, in order to purchase Virtual Currency. BookMe may also provide you with the option of participating in third party offers to receive Virtual Currency.

7.5Purchasing Virtual Currency

You may pay for Virtual Currency by using the BookMe Product or any alternate billing and payment provider (such as iTunes and Google Checkout) identified on the BookMe Product. We will not supply any products or services to you until the alternative billing and payment provider has authorized the use of your credit card or other applicable method for payment. If you use the services of an alternate billing and payment provider, you will be bound by that third party provider’s terms and conditions, which are available from such provider.You may be required to create an account with such alternate provider, and to provide such provider with your bank account or credit or debit card details.

8.Ownership

All content made available through BookMe Platform is either owned by BookMe or BookMe’s licensors, or is licensed to BookMe and BookMe’s licensors pursuant to Section10 (Member Content). As between you and BookMe, you own your Member Content. We own the BookMe Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the BookMe Platform excluding Member Content.As between you and BookMe, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world associated with the BookMe Content and the BookMe Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the BookMe Platform and the BookMe Content are retained by BookMe.

9.License Grant

Subject to and conditioned on compliance with these BookMe Terms, BookMe hereby grants you a limited, personal, non-exclusive, non-transferable, non-sub licensable, term in a table license to access and use the BookMe Platform. Except as expressly set forth in these BookMe Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole orin part, the BookMe Content, other Members’ Member Content and the BookMePlatform without BookMe’s or our licensors’ express prior written permission.

The licenses granted to you are conditioned upon your proper conduct and compliance with these BookMe Terms at all times, as judged by BookMe in BookMe’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the BookMe Platform.

10.Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the BookMe Platform, you hereby grant to BookMe a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and other wise exploit such Member Content on, through, by means of, or to promote or market the BookMe Platform. BookMe does not claim any ownership rights in any MemberContent.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the BookMe Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all MemberContent that you make available through the BookMe Platform or through BookMe promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to BookMe the rights in such Member Content, as contemplated under these BookMe Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your MemberContent or BookMe’s use of your Member Content (or any portion thereof) on, through or by means of the BookMe Platform or BookMe promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

If you are a Service Provider, you may share your Member Content with your FinalCustomers.

BookMe respects copyright law and expects its Members to do the same. If you believe that any content on the BookMe Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.

11.Restrictions

We are under no obligation to enforce the BookMe Terms on your behalf against another Member. While we encourage you to let us know if you believe anotherMember has violated the BookMe Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

11.1Improper Use

You agree not to, and will not assist, encourage, or enable others to use the BookMePlatform to:

  1. Violate     any third party’s rights, including any breach of confidentiality, or any     infringement of copyright, trademark, patent, trade secret, moral right,     privacy right, right of publicity or any other intellectual property or     proprietary right;
  2. Upload     any content that is indecent, libelous, defamatory, obscene, invasive of     privacy or publicity rights, abusive, illegal or otherwise objectionable;
  3. Solicit     personal information from minors, or submit or transmit pornography;
  4. Threaten,     stalk, harm, or harass others, or promote bigotry or discrimination;
  5. Promote     a business or other commercial venture or event, or otherwise use the BookMe     Platform for commercial purposes, except as expressly permitted by BookMe     or contemplated by these BookMe Terms;
  6. Send     bulk emails, surveys, or other mass messaging, whether commercial in     nature or not; engage in keyword spamming, or otherwise attempt to     manipulate the BookMe Platform’s search results or the search results of     any third-party website; or
  7. Violate     any applicable law.

11.2Additional Restrictions

You also agree not to, and will not assist, encourage, or enable others to:

  1. Violate     these BookMe Terms;
  2. Modify,     adapt, appropriate, reproduce, distribute, translate, create derivative     works or adaptations of, publicly display, sell, trade or in any way     exploit the BookMe Platform, any BookMe Content or other Members’ Member     Content, except as expressly authorized by us;
  3. Use any     robot, spider, site search/retrieval application or other automated     device, process or means to access, retrieve, scrape or index any portion     of the BookMe Platform, any BookMe Content or other Members’ Member     Content;
  4. Reverse     engineer any portion of the BookMe Platform;
  5. Remove     or modify any copyright, trademark or other proprietary rights notice that     appears on any portion of the BookMe Platform or on any materials printed     or copied from the BookMe Platform;
  6. Record,     process or mine information about other Members;
  7. Access     the BookMe Platform by means other than through the public interfaces we     provide to you;
  8. Reformat     or frame any portion of the BookMe Platform;
  9. Take     any action that imposes, or may impose, an unreasonable or     disproportionately large load on our technology infrastructure or     otherwise make excessive traffic demands of the BookMe Platform, as     determined by BookMe in BookMe’s sole discretion;
  10. Attempt     to gain unauthorized access to the BookMe Platform, BookMe Accounts,     computer systems or networks connected to the BookMe Platform through     hacking, password mining or any other means;
  11. Use the     BookMe Platform, any BookMe Content or other Members’ Member Content to     transmit any computer viruses, worms, defects, Trojan horses or any other     computer code, files or programs designated to interrupt, destroy or limit     the functionality of the BookMe Platform;
  12. Use any     device, software or routine that interferes with the proper working of the     BookMe Platform or otherwise attempt to interfere with the proper working     of the BookMe Platform;
  13. Use the     BookMe Platform to violate the security of any computer network, crack     passwords or security encryption codes; disrupt or interfere with the     security of, or otherwise cause harm to, the BookMe Platform, any BookMe     Content or other Members’ Member Content;
  14. Remove,     circumvent, disable, damage or otherwise interfere with any     security-related features of the BookMe Platform, features that prevent or     restrict the use or copying of any BookMe Content, or other Members’     Member Content or features that enforce limitations on the use of the BookMe     Platform;
  15. Authorize     any third party to use BookMe Platforms, including but not limited to     Services, through your BookMe Account, or schedule any Services on behalf     of any individuals other than yourself, except that the Company authorizes     its Employee to use BookMe Platforms, and schedule the Services on behalf     of its Employees;
  16. Schedule     and/or provide for any Service Provider Service outside of the BookMe     Platform;
  17. Make,     accept, or receive any payment in connection with the Service Provider     Service outside of the BookMe Platform; or
  18. Solicit     and/or recruit BookMe Members to work or study on other software or     language learning platforms.

The restrictions above only apply to the extent permissible under applicable law.Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, BookMe reserves the right to determine what conduct BookMe considers to be in violation of these BookMeTerms or otherwise outside the intent or spirit of the BookMe Platform. BookMe reserves the right to take action as a result of any such violation, which may include terminating your BookMe Account and prohibiting you from using the BookMePlatform in whole or in part.

12.Links

TheBookMe Platform may contain links to third-party websites or resources. You acknowledge and agree that BookMe is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by BookMe of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

13.Enforcement of BookMe Terms of Service

We may suspend or cancel your BookMe Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of theseBookMe Terms, or violated our rights or those of a third-party in connection with your use of the BookMe Platform. Without limiting BookMe’s other remedies, we will suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these BookMe Terms or any other written policies and procedures posted on the BookMe Platform, including but not limited to BookMePolicies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for BookMe.

Once suspended or terminated, you may not continue to use the BookMe Platform under a different BookMe Account or re-register under a new BookMe Account. This includes usage of any associated Payment Services. In addition, violations of these BookMe Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the BookMe Platform or otherwise reduce service fees owed or paid to BookMe under these BookMe Terms, you will be liable to BookMe for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your BookMeAccount. BookMe reserves the right to terminate any Member or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files and other material you store at theBookMe Platform.

14.Disclaimers

THE BOOKME PLATFORM PROVIDED BY BOOKME AND THE SERVICES PROVIDED BY BOOKME, ANY OFOUR LICENSORS OR SERVICE PROVIDERS ARE PROVIDED ON AN “AS IS,” AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND “WITH ALL FAULTS“, WITH THE EXPRESS UNDERSTANDING THAT BOOKME MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. BOOKME EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE BOOKME PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WEMAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED,AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE BOOKME PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN ADDITION, NOTWITHSTANDING ANY FEATURE A FINAL CUSTOMER MAY USE TO SELECT AS ERVICE PROVIDER, EACH FINAL CUSTOMER IS RESPONSIBLE FOR SELECTING THEIR SERVICE PROVIDER AND NEGOTIATING A CONTRACT AND BOOKME DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A FINAL CUSTOMER ONTHE BOOKME PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR SERVICE PROVIDER. BOOKME DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY SERVICE PROVIDER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.

15.Limitation of Liability

INNO EVENT SHALL BOOKME, OUR LICENSORS OR THE SERVICE PROVIDERS BE LIABLE TO YOUOR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE BOOKME TERMS, INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FORTHE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU

NOT WITH STANDING ANY OTHER PROVISION OF THESE BOOKME TERMS, IN NO EVENT WILL OUR LIABILITY TOYOU FOR ANY ACTION OR CLAIM RELATED TO THE BOOKME PLATFORM PROVIDED UNDER THESE BOOKME TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

16.Indemnification

You agree to indemnify, defend and hold BookMe harmless, including against all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the BookMePlatform, (ii) your decision to submit postings and accept offers from otherMember, (iii) any breach of contract or other claims made by Members with which you conducted business through the BookMe Platform, (iv) your violation of these BookMe Terms, (v) any products or services purchased or obtained by you in connection with the BookMe Platform, (vi) any liability arising from the tax treatment of payments to Service Providers, (vii) any negligent or intentional wrong doing committed by you on or through the BookMe Platform, (viii) any infringement by you, or any third party using your BookMe Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Service Provider or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as aService Provider or to a Service Provider. BookMe reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BookMe and you agree to cooperate with BookMe’s defense of these claims. You agree not to settle any such matter without the prior written consent of BookMe. BookMe will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.

17.Suspension, Termination or Cancellation

17.1Termination By You

You may terminate these BookMe Terms at any time by closing your BookMe Account, discontinuing your use of the BookMe Platform and deleting the Applications from your device. You have the right to cancel your BookMe Account at any time.

17.2Termination by BookMe

We may suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you, a related person, or your Employee (to the extent you are a Company) has engaged in any of the restricted conduct described in Section 11 (Restrictions) or other wise violated or may have violated these BookMe Terms and/or any BookMe Policies, or(b) your BookMe Account and use of the BookMe Platform have been inactive for more than twelve (12) months. To the extent that you violate these BookMe Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the BookMe Platform. We are under no obligation to compensate you for any such losses.

We reserve the right to stop making available any one or more of the BookMePlatform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you.Your license to the BookMe Platform automatically ends when we terminate access to such BookMe Platform. Any such action could prevent you from accessing your BookMeAccount, the BookMe Platform, any BookMe Content, or any other related information.

17.3Survival

In the event of any termination of these BookMe Terms, whether by you or BookMe, the following Sections will continue in full force and effect: Section 8(Ownership), Section 10 (Member Content), including but not limited to BookMe’s right to use your Member Content, Section 11 (Restrictions), Section 12(Links), Section 13 (Enforcement of BookMe Terms of Service), Section 14(Disclaimers), Section 15 (Limitation of Liability), Section 16(Indemnification), Section 17 (Suspension, Termination or Cancellation), Section18 (Entire Agreement), Section 19 (Assignment), Section 20 (Notices), Section21 (Governing Law and Jurisdiction), Section 21 (Dispute Resolution), Section23 (Feedback) and Section 24 (General).

18.Entire Agreement

Except as they may be supplemented by additional BookMe policies, guidelines, standards, or terms for a specific product, feature, service or offering, theseBookMe Terms together with the BookMe Policies constitute the entire and exclusive understanding and agreement between BookMe and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between BookMe and you in relation to your access to and use of the BookMe Platform.

19.Assignment

You may not assign or transfer these BookMe Terms, or any rights or obligations hereunder, by operation of law or otherwise, without BookMe’s prior written consent. Any attempt by you to assign or transfer these BookMe Terms without such consent will be null and of no effect. BookMe may assign or transfer theseBookMe Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these BookMe Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

20.Notices

Unless you otherwise indicate in writing to customer service in accordance withSection 25 (Contacting Customer Service), BookMe will communicate with you by email or by posting communications on the BookMe Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when BookMe sends the communication to the email address you have provided to BookMe on the BookMe Platform, or when BookMe posts such communication on the BookMe Platform. You must keep your email address updated on the BookMe Platform, and you must regularly check the BookMe Platform for postings. If you fail to respond to an email message from BookMe regarding violation, dispute or complaint within two business days, BookMe will have the right to terminate or suspend your BookMe Account.

All notices to BookMe intended to have a legal effect concerning these BookMe Terms must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

  1. For     Members that access and use of the BookMe Product:

BookMeHK Limited.

Av.Mario Pani 400 Piso 1

SantaFe Cuajimalpa

MéxicoCity, México

Such notices to BookMe are deemed effective upon receipt.

21.Governing Law

21.1For Residents Outside of the United States

Except as otherwise specified in Section 21.2 below, any claims arising out of the BookMePlatform or these BookMe Terms will be subject to the laws of Hong Kong, without reference to conflict of laws principles.

21.2For Residents in the United States

Any claims arising out of the BookMe Platform or these BookMe Terms that are brought in the United States will be subject to the laws of the State ofCalifornia without reference to conflict of laws principles.

22.Dispute Resolution; Binding Arbitration and Class Action Waiver

READ THIS SECTION 22 CAREFULLY. THIS SECTION 22 MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

22.1Informal Dispute Resolution

Our customer service department is available as noted in Section 25 (ContactingCustomer Service) to address any concerns, disputes, claims or controversies you may have regarding the BookMe Platform, these BookMe Terms or the relationship between you and BookMe (collectively, “Disputes“). MostDisputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

22.2Dispute Resolution for Residents outside of the United States

In the event that the parties do not agree upon a resolution in connection with aDispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 23.1 (Initial DisputeResolution), except as otherwise specified in Section 23.3 (Dispute Resolution for Residents in the United States) below, you and BookMe expressly agree that any claim or action arising out of or relating to BookMe Platform or these BookMeTerms shall be submitted by any party to be finally resolved by arbitration by written notice to the other party. The arbitration shall be conduced in HongKong under the auspices of the Hong Kong International Arbitration Center (“HKIAC“).The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted inEnglish. The arbitration tribunal shall apply the arbitration rules of theHKIAC in effect at the time of the arbitration.;

22.3Dispute Resolution for Residents in the United States

If you are domiciled in and/or use the BookMe Platform in the United States, thisSection 22.3 applies to you.

  1. Agreement     to Arbitrate. If the parties do not agree upon a resolution in connection     with a Dispute within a period of thirty (30) calendar days from the time     informal dispute resolution is initiated pursuant to Section 22.1 (Initial     Dispute Resolution), then either party may initiate binding arbitration as     the sole means to formally resolve claims (the “Agreement to Arbitrate“),     subject to the terms set forth below. Specifically, all Disputes shall be     finally settled by binding arbitration administered by the American     Arbitration Association (the “AAA“). The arbitration proceedings     shall be governed by AAA’s Commercial Arbitration Rules (the “AAA Rules“)     and, where appropriate, AAA’s Supplementary Procedures for Resolution of     Consumer-Related Disputes (the “AAA Consumer Rules“). This     arbitration provision is made pursuant to a transaction involving     interstate commerce, and the Federal Arbitration Act shall apply to the     interpretation, applicability, enforceability and formation of these BookMe     Terms notwithstanding any other choice of law provision contained in these     BookMe Terms. The arbitrator, and not any federal, state or local court or     agency, shall have exclusive authority to resolve all disputes arising out     of or relating to the interpretation, applicability, enforceability or     formation of these BookMe Terms, including without limitation any claim     that all or any party of these BookMe Terms are void or voidable, or     whether a claim is subject to arbitration. The arbitrator shall be     empowered to grant whatever relief would be available in a court under law     or in equity. The arbitrator’s award shall be binding on the parties and     may be entered as a judgment in any court of competent jurisdiction.

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrat or must follow applicable law, and any award may be challenged if the arbitrat or fails to do so.

TheAAA Rules and the AAA Consumer Rules are both available at the AAA websitewww.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAAConsumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited inarbitration than in court.

  1. Location.     The arbitration will take place at any reasonable location within the     United States convenient for you.
  2. Class     Action Waiver. The parties further agree that any arbitration shall be     conducted in their individual capacities only and not as a class action or     other representative action, and the parties expressly waive their right     to file a class action or seek relief on a class basis. YOU AND BOOKME     AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR BOOKME’S     INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY     PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator     determines that the class action waiver set forth in this subsection is     void or unenforceable for any reason or that an arbitration can proceed on     a class basis, then the arbitration provision set forth above shall be     deemed null and void in its entirety and the parties shall be deemed to     have not agreed to arbitrate Disputes.
  3. Exception     – Litigation of Intellectual Property and Small Claims Court Claims.     Notwithstanding the parties’ decision to resolve all Disputes through     arbitration, either party may bring an action in state or federal court     that only asserts claims for patent infringement or invalidity, copyright     infringement, moral rights violations, trademark infringement and/or trade     secret misappropriation, but not, for clarity, claims related to the     license granted to you for the BookMe Platform under this Agreement.     Either party may also seek relief in a small claims court for disputes or     claims within the scope of that court’s jurisdiction.
  4. 30 Day     Right to Opt Out. You have the right to opt-out and not be bound by the     arbitration and class action waiver provisions set forth in Section     22.3(i) (Agreement to Arbitrate), Section 22.3(ii) (Location) and Section     22.3(iii) (Class Action Waiver) above by sending written notice of your     decision to opt-out pursuant to Section 20 (Notice). The notice must be     sent within 30 days of your first access or use of the BookMe Platform;     otherwise you will be bound to arbitrate Disputes in accordance with the     terms of those Sections. If you opt-out of these arbitration provisions, BookMe     also will not be bound by such provisions.

23.Feedback

By sending us any ideas, suggestions, documents or proposals (“Feedback“),you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against BookMe and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.

24.General

The failure of BookMe to enforce any right or provision of these BookMe Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BookMe. Except as expressly set forth in these BookMe Terms, the exercise by either party of any of its remedies under these BookMe Terms will be without prejudice to its other remedies under these BookMe Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these BookMe Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these BookMe Terms will remain in full force and effect.

25.Contacting Customer Service

If you wish to report a violation of these Terms, have any questions or need assistance, please contact BookMe customer service as follows:

  1. For     Members that access and use of the BookMe Product:

OnlineSupport: https://support.bookme.ai

Email: support@bookme.ai

 

Start today

Terms of Service (Last Updated on 26 May, 2021)

Please read these BookMe Terms of Service (the “BookMe Terms” or “BookMeTerms of Service“) carefully as they govern (i) your access to and use of our Sites, (ii) your access to and use of our Applications, or (iii) your access to and use of our services that link to or reference these BookMe Terms, and contain important information about your legal rights, remedies and obligations. The Site, Application and other BookMe services together are here in after collectively referred to as the “BookMe Platform“. By accessing or using the BookMe Platform, you are agreeing to these BookMe Terms and concluding a legally binding contract with BookMe, whether or not you become a registered user of the BookMe Platform. Certain areas of the BookMePlatform may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these BookMe Terms and the terms and conditions posted for a specific area of the BookMe Platform, the terms and conditions that are specific to that area will take precedence with respect to your use of, or access to, that area of the BookMe Platform.

You may be referred to in this BookMe Terms as “you” or “your“, or may be referred to specifically in your applicable role as a Company or anAuthorized User (each as defined below). If you are entering into this BookMeTerms on behalf of a company or other legal entity (such company or legal entity, the “Company“), this BookMe Terms shall be a binding agreement between BookMe and the Company that you represent, and you represent that you have the authority to bind such Company, its users, and its affiliates to this BookMeTerms. In that case, the terms “you” or “your” shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this BookMe Terms, you may not use the Service. If you are entering into this BookMe Terms as an individual and not on behalf of a company or other legal entity, this BookMe Terms shall be a binding agreement between BookMe and you personally. You acknowledge that this BookMe terms is a contract between you and BookMe, even though it is electronic and is not physically signed by you and BookMe, and it governs your use of the Service.

You're present that you have read and understood our privacy policy (“PrivacyPolicy“), which is available at https://www.BookMe.video/privacy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply BookMe Terms or other BookMe Policies (as defined below); (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding or other legal process served on us; or (iv) protect our rights, reputation, and property or that of our users, affiliates or the public. Our(a) Service Provider policy, which is available at https://www.BookMe.video/instructorterms(the “Service Provider Policy“); (b) payment policy, which is available at https://www.BookMe.video/paymentterms (the “Payment Policy“); (c)community policy, which is available at https://www.BookMe.video/communitypolicy(the “Community Policy“), and (d) copyright policy, which is available at https://www.BookMe.video/copyrightpolicy (the “Copyright Policy“,together with Privacy Policy, Service Provider Policy, Payment Policy,Community Policy and Copyright Policy, the “BookMe Polices“), to the extent applicable to your use of the BookMe Platform are incorporated by reference into these BookMe Terms.

Do not access or use the BookMe Platform if you are unwilling or unable to be bound by these BookMe Terms.

Table of Contents

  1. Definitions
  2. Relationship
  3. Modification
  4. Eligibility
  5. Description     of Services
  6. BookMe     Account
  7. Virtual     Currency of BookMe Product
  8. Ownership
  9. License     Grant
  10. Member     Content
  11. Restrictions
  12. Links
  13. Enforcement     of BookMe Terms of Service
  14. Disclaimers
  15. Limitation     of Liability
  16. Indemnification
  17. Suspension,     Termination or Cancellation
  18. Entire     Agreement
  19. Assignment
  20. Notices
  21. Governing     Law and Jurisdiction
  22. Dispute     Resolution; Binding Arbitration and Class Action Waiver
  23. Feedback
  24. General
  25. Contacting     Customer Service

1.Definitions

Applications”means the applications for mobile, tablet, and other smart devices and application program interfaces provided by BookMe, including but not limited to the mobile applications entitled as “BookMe“.

BookMe“,“we“, “us“, or “our” means X Communications Corp. S.A.P.I.de C.V., with respect to Members that access and use of the BookMe Service

BookMeContent” means any content that BookMe creates and makes available in connection with the BookMe Platform, including proprietary BookMe content and any content licensed or authorized for use by or through BookMe from a third party, but excluding Member Content.

BookMeProduct” means the Application(s) of “BookMe“, the Site “www.BookMe.video”and any website operated by BookMe X Communications Corp. S.A.P.I. de C.V.

MemberContent” means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.

Sites”means BookMe’s websites, including but not limited to www.BookMe.video and www.BookMe.mx

FinalCustomer” means a Member that purchases Services.

ServiceProvider” means a Member that offers and delivers Services.

Services”means all services delivered by Service Providers as described in the ServiceProvider Policy, including but not limited to paid lessons, packages and other services rendered where BookMe Credits (as defined in Payment Policy) are exchanged.

2.Relationship

TheBookMe Platform is an online venue for language learning where registered users(“Members“) may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that BookMe is nota party to any agreements entered into between Final Customers and ServiceProviders or between Members, nor is BookMe a service broker or agent. BookMe has no control over the conduct of Final Customers, Service Providers, Members or other users of the BookMe Platform or over any services provided by ServiceProviders or other Members over the BookMe Platform, and disclaims all liability in this regard to the maximum extent permitted by law.

If you choose to provide services on the BookMe Platform, you understand and agree that your relationship with BookMe is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venturer or partner of BookMe for any reason, and you act exclusively on your own be half and for your own benefit, and not on behalf of or for the benefit of BookMe. BookMe does not control, and has no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of BookMe, including by using any BookMe intellectual property in an unauthorized or in appropriate manner.

3.Modification

BookMe reserves the right, at its sole discretion, to modify the BookMe Platform and to modify these BookMe Terms, at any time and without prior notice. If we modify these BookMe Terms, we will either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification.We will also update the “Last Updated” date at the top of these BookMeTerms. By continuing to access or use the BookMe Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified BookMe Terms. If the modified BookMe Terms are not acceptable to you, your only recourse is to cease using the BookMe Platform.

4.Eligibility

TheBookMe Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law.

WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH SERVICE PROVIDER ON THE BOOKME PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF SERVICE PROVIDERS AND THE ACCURACY OF THE INFORMATION SERVICE PROVIDERS PROVIDE VIA THE BOOKME PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER BOOKME NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE BOOKME PLATFORM. BOOKME AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE BOOKME PLATFORM.

5.Description of Services

5.1BookMe Services

BookMe’s services includes:

  1. Connection     Services. BookMe provides Members with access to and use of the BookMe     Platform, which is an online venue where (a) Members can upload, submit,     store, send and receive content related to language learning; (b) Members     can conduct searches, connect with, choose, and engage each other for the     purposes of language learning and instant language practice; (c) Final     Customers can conduct searches, connect with, choose, and engage Service     Providers directly for language instruction and Services; (d) Service     Providers can advertise their capabilities, respond to inquiries, connect     with and engage Final Customers to provide them with their Services     (collectively, “Connection Services“). For the avoidance of doubt,     in providing the Connection Services, BookMe only provides the venue for     Members, including Final Customers and Service Providers, to find and     contract with each other, and BookMe does not take part in direct     interactions between Members.
  2. Payment     Services. For Final Customers and Service Providers, BookMe also provides     certain payment processing services, credit purchase and payment tools,     dispute resolution procedures and assistance, and other services in     accordance with BookMe’s Payment Policy (collectively, “Payment     Services“). Payment Services do not include Connection Services.
  3. Business     Services. If a Member is a Company, such Member may authorize additional     individuals and/or their employees (the “Employees“) to use of the BookMe     Platform, including but not limited to the Connection Services and Payment     Services. The Company may (i) track Employees’ completed lessons, (ii) add     or remove any Employees from access to or the use of BookMe Platform,     (iii) control, refill or shift their BookMe credits balances within such     Company’s BookMe Account (as defined below). The Company may also review     the Employees’ language learning performance report through its BookMe     Account. For the avoidance of doubt, an Employee shall be considered as a     “Final Customer“.

5.2Services

ServiceProviders may provide certain Services through the BookMe Platform. If you are accepted to be a Service Provider, you agree to BookMe’s Service ProviderPolicy. All Members hereby acknowledge that the Services are solely provided byService Providers and are not provided by BookMe. BookMe’s responsibility with respect to Services is limited to facilitating the availability of the BookMePlatform.

6.BookMe Account

6.1Account Registration

In order to use many of the features that are offered through the BookMe Platform, you must create an account (“BookMe Account“) and become a Member.

YourBookMe Account is for personal, non-commercial use only, provided that, if you are creating an BookMe Account on behalf of a Company, you may authorize theirEmployees to use of the BookMe Platform. To create an BookMe Account, you must be eligible to use the BookMe Platform for which you are registering, be a resident of a country where use of the BookMe Platform is permitted, have a valid email address, have a valid mobile phone number (if applicable) and provide truthful and accurate information. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple BookMe Accounts. You may choose to show a pseudonym to otherMembers, but please remember that others may still be able to identify you if, for example, you include identifying information during your use of the BookMePlatform, use the same BookMe Account information on other sites or allow other sites to share information about you with us. Please read our Privacy Policy for more information.

You may not have more than one (1) active BookMe Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. BookMe reserves the right to suspend or terminate your BookMe Account and your access to the BookMe Platform if you create more than one (1) BookMe Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these BookMe Terms.

In addition, to create an BookMe Account, BookMe may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. BookMe may refuse to grant you a username in BookMe’s sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by BookMe in BookMe’s sole discretion.Your selection and use of a specific username do not convey any ownership or rights in that username and BookMe reserves the right to revoke and/or reassign that username in BookMe’s sole discretion. You understand and agree that BookMere serves the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in BookMe’s sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OFYOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR BOOKME ACCOUNT,INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE BOOKME PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR BOOKME ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR BOOKME ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE BOOKME TERMS.

You agree to notify BookMe immediately of any unauthorized use of your BookMeAccount. We reserve the right to close your BookMe Account at any time if you violate these BookMe Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.

6.2Third-Party Account

You can also register to become a Member by logging into your account with certain third-party social networking sites (“SNS“) including, but not limited to, Facebook and WeChat (each such account is a “Third-Party Account“),through our Sites or Applications. Unless you add your email address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or BookMe’s access to such Third-PartyAccount is terminated by you or the third-party service provider, then you areno longer be able to log into any BookMe Platform through such Third-PartyAccount.

6.3Link your BookMe Account with Third-Party Account

Aspart of the functionality of the BookMe Platform, you may link your BookMeAccount with Third-Party Accounts, by either: (i) providing your Third-PartyAccount login information to BookMe through the BookMe Platform; or (ii)allowing BookMe to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-PartyAccount. You represent that you are entitled to disclose your Third-PartyAccount login information to BookMe and/or grant BookMe access to yourThird-Party Account (including, but not limited to, for use by BookMe for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating BookMe to pay any fees or making BookMe subject to any usage limitations imposed by such third-party service providers. By granting BookMe access to any Third-Party Accounts, you understand that BookMe will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the BookMe Platform via your BookMe Account and BookMeAccount profile page. Unless otherwise specified in these BookMe Terms, all SNSContent, if any, will be considered to be Member Content for all purposes of these BookMe Terms.

If you choose to link Third-Party Accounts with your BookMe Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-PartyAccounts might be available on and through the BookMe Platform via your BookMeAccount and BookMe Account profile page. You have the ability to disable the connection between your BookMe Account and your Third-Party Accounts at anytime by accessing the “Settings” section of the Sites or Applications.If you disable the connection between your BookMe Account and your Third PartyAccounts, then SNS Content from that Third Party Account will no longer be available on and through the BookMe Platform, and you will no longer be able to access your BookMe Account through such Third Party Account.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. BookMe makes no effort to review any SNSContent for any purpose, including but not limited to for accuracy, legality or non-infringement and BookMe is not responsible for any SNS Content.

YourBookMe Account and your BookMe Account profile page will be created for your use of the BookMe Platform based upon the information you provide to us or that we obtain through a Third-Party Account that you link with your BookMe Account as described above.

6.4Link to a Company

If you are an Employee of a Company, during the registration process, you may identify a Company with whom your profile and BookMe Account is associated.Alternately, your individual profile may have been created by an authorized representative of the Company, and your profile and BookMe Account will be associated with such Company. If your BookMe Credits, Services and PaymentServices are provided or scheduled by a Company, you may lose access to such BookMeCredits, Services and Payment Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that(a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and(b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information.You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

6.5Subscription

6.5.1 Subscription Fees.

The client agrees that all subscriptions are recurring and will renew automatically. The client shall also be solely responsible for paying and remitting to the appropriate tax authorities all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency except those taxes based on BookMe's net income. In the event Client fails to satisfy its tax and/or duty obligations herein, Client shall reimburse BookMe upon demand for any taxes and/or duties paid on behalf of Client and shall defend, indemnify and hold BookMe harmless against any claim and/or liability (including penalties) resulting from Client’s failure to pay such taxes and/or duties.

BookMe offers service through a monthly and annual subscription service of USD 12.99 and 129.99, respectively. The amount could vary in different countries.

6.5.1.1 Refunds

All subscriptions, month-to-month and annual plans, are recurring and will automatically renew after the end of each paid subscription period.

Monthly or annual subscriptions are non-refundable. For all initial purchases of annual subscriptions, you may cancel during the first 7 days (calculated from the date of purchase) and receive a full refund. If the cancellation occurs after the first 7 days, you won’t be eligible for a refund. If you cancel your subscription but are not eligible for a refund, you’ll retain access to the subscription until it expires.

Billing for Professional Subscriptions are made in advance on a monthly, bi-annual, or annual basis and are non-refundable; there will be no refunds issued.  BookMe does not offer prorated refunds for canceled subscription plans. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

Furthermore, BookMe does not offer prorated refunds for canceled subscriptions. All subscriptions are recurring and will automatically renew after the end of each paid subscription period. This includes both month-to-month and annual plans.

For renewals of annual subscriptions, cancel within seven days of the renewal date to receive a full refund. No refund is available for monthly subscriptions.

6.5.1.2 Cancelling

The client acknowledges that all subscription fees are charged automatically on a recurring basis until the Client cancels their channel subscription (all of them, month-to-month and annual plans). Clients may cancel their subscription depending on the way you got the subscription

1) If you got the subscription through adding manually the Credit/Debit Card: Into their bookme Account, go to the profile page and click on the subscription section, clicking the "Cancel subscription" option under subscription. Clients can learn how to cancel, delete, or update their accounts in this section.  Please keep in mind that you are solely responsible for properly canceling your account. You must email support before or on the payment due date. However, you can also contact support if you are having difficulty or need help.

2)If you got the subscription through your Apple device with an in-app purchase subscription, you should go to your Settings, Apple ID, and subscription section to cancel the subscription through the apple services.  Please keep in mind that you are solely responsible for properly canceling your account.

To cancel via email: hello@bookme.ai Please complete the required fields in this form and include the following information in the description field:

Name
Email address used when subscribing
Reason

6.5.2 Transaction Fees.

Bookme also applies a fee of 4.9% + 0.3 USD + Taxes on each transaction to the final customer.

6.5.2 Payouts.

Member will have the remaining amount (the total amount charged to the customer less the bookme fee) in the bank account registered through stripe seven days after the payment. The customer will have two payouts monthly to schedule the payment to their account.

7.Virtual Currency of BookMe Product

7.1Virtual Currency License

You acknowledge that the BookMe Product may include a component of virtual credits or currency called “Lingos” (“Virtual Currency“). The VirtualCurrency may only be used within the BookMe Product in exchange for the service times of the BookMe Product. Regardless of the terminology used, VirtualCurrency represents a limited license right governed solely under these BookMeTerms, and are not redeemable for any sum of money or monetary value from BookMe or any other person or entity at any time. Virtual Currency provided by BookMe include only a limited license right to use such Virtual Currency. Other than a limited, personal, revocable, non-transferable, non-sub licensable license to use Virtual Currency on and in the BookMe Product, you agree that you have no right, title or ownership in or to any such Virtual Currency. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY HAS NO CASH VALUE AND THAT NEITHER BOOKME NORANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL CURRENCY FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT,IF YOUR BOOKME ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IFYOUR RIGHT TO ACCESS The BOOKME PRODUCT IS TERMINATED, THE VIRTUAL CURRENCY AND YOUR BOOKME ACCOUNT SHALL HAVE NO VALUE.

7.2Virtual Currency Fees

We reserve the right to charge fees for the right to access or use VirtualCurrency, and/or may distribute Virtual Currency without charge, in our sole discretion. You acknowledge and agree that we may revise or take action that impacts the perceived value of, or pricing for, any Virtual Currency at anytime except to the extent that we agree otherwise in writing. Virtual Currency will expire after 24 months of non-use of your BookMe Account.

7.3Managing Your Virtual Currency. All purchases of Virtual Currency are final and under no circumstances will be refundable, transferable or exchangeable

By purchasing Virtual Currency, you are confirming that you want the VirtualCurrency immediately credited to your BookMe Account and that by doing so you lose any cancellation rights under applicable laws.

We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency as we see fit in our sole discretion, and we shall have no liability to you or anyone else for the exercise of such rights. For example, Virtual Currency will be lost, deleted from your BookMe Account or forfeited when/if your BookMe Account is terminated, suspended or closed for any reason or when we discontinue any or all of the BookMe Product, including without limitation any services provided or offered through third party platforms.

We reserve the right, in our sole discretion, to make all calculations regarding the balance of Virtual Currency in your BookMe Account. We further reserve the right, in our sole discretion, to determine the amount of Virtual Currency that is credited and debited from your BookMe Account in connection with your use of the BookMe Product. While we strive to make all such calculations on a consistent and reasonable basis, you hereby acknowledge and agree that our determination of the amount of Virtual Currency in your BookMe Account is final, unless you can provide documentation to us that such calculation was or is intentionally incorrect.

7.4Transfers of Virtual Currency; Unauthorized Transactions

Any unauthorized transferring, trading, selling or exchanging of any VirtualCurrency or BookMe Accounts (“Unauthorized Transactions“) with anyone, including with other users of the BookMe Product, is not sanctioned by us and is strictly forbidden. All Members who participate in such activities do so at their own risk and hereby agree to indemnify BookMe against any and all consequences resulting from such actions. You acknowledge that BookMe may stop, suspend, terminate, discontinue or reverse any Unauthorized Transactions when BookMe suspects or has evidence of fraud, violations of these BookMe Terms, violations of any other applicable law or regulation or any intentional act designed to interfere at all with the normal operation of the Services. You further agree that BookMe may, in BookMe’s sole discretion, reverse any transaction if such reversal is in BookMe’s best interest, or may debit your balance of VirtualCurrency, including without limitation, taking actions, which may cause your balance to be zero and/or a negative amount. BookMe may, in BookMe’s sole discretion, terminate, suspend or modify your BookMe Account if you engage or assist in any Unauthorized Transactions. Verification of certain information applicable to a transaction involving Virtual Currency may be required prior to our acceptance thereof. In addition, as a condition to receiving certainVirtual Currency or other awards for participating in promotions, give aways, contests or sweepstakes, you may be required to provide additional information about yourself in our marketing materials. You acknowledge and agree that BookMe shall have no liability for the use or loss of such information and/or VirtualCurrency due to any unauthorized third party activity, such as hacking, phishing, password mining, social engineering and/or any other unauthorized third party or other user’s activity. BookMe may replace such lost VirtualCurrency under certain circumstances, at BookMe’s sole discretion on a case-by-case basis, without incurring any obligation or liability. You may be required to provide the BookMe or our designated representative with your credit card number or other billing information, and related information, in order to purchase Virtual Currency. BookMe may also provide you with the option of participating in third party offers to receive Virtual Currency.

7.5Purchasing Virtual Currency

You may pay for Virtual Currency by using the BookMe Product or any alternate billing and payment provider (such as iTunes and Google Checkout) identified on the BookMe Product. We will not supply any products or services to you until the alternative billing and payment provider has authorized the use of your credit card or other applicable method for payment. If you use the services of an alternate billing and payment provider, you will be bound by that third party provider’s terms and conditions, which are available from such provider.You may be required to create an account with such alternate provider, and to provide such provider with your bank account or credit or debit card details.

8.Ownership

All content made available through BookMe Platform is either owned by BookMe or BookMe’s licensors, or is licensed to BookMe and BookMe’s licensors pursuant to Section10 (Member Content). As between you and BookMe, you own your Member Content. We own the BookMe Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the BookMe Platform excluding Member Content.As between you and BookMe, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world associated with the BookMe Content and the BookMe Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the BookMe Platform and the BookMe Content are retained by BookMe.

9.License Grant

Subject to and conditioned on compliance with these BookMe Terms, BookMe hereby grants you a limited, personal, non-exclusive, non-transferable, non-sub licensable, term in a table license to access and use the BookMe Platform. Except as expressly set forth in these BookMe Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole orin part, the BookMe Content, other Members’ Member Content and the BookMePlatform without BookMe’s or our licensors’ express prior written permission.

The licenses granted to you are conditioned upon your proper conduct and compliance with these BookMe Terms at all times, as judged by BookMe in BookMe’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the BookMe Platform.

10.Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the BookMe Platform, you hereby grant to BookMe a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and other wise exploit such Member Content on, through, by means of, or to promote or market the BookMe Platform. BookMe does not claim any ownership rights in any MemberContent.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the BookMe Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all MemberContent that you make available through the BookMe Platform or through BookMe promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to BookMe the rights in such Member Content, as contemplated under these BookMe Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your MemberContent or BookMe’s use of your Member Content (or any portion thereof) on, through or by means of the BookMe Platform or BookMe promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

If you are a Service Provider, you may share your Member Content with your FinalCustomers.

BookMe respects copyright law and expects its Members to do the same. If you believe that any content on the BookMe Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.

11.Restrictions

We are under no obligation to enforce the BookMe Terms on your behalf against another Member. While we encourage you to let us know if you believe anotherMember has violated the BookMe Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

11.1Improper Use

You agree not to, and will not assist, encourage, or enable others to use the BookMePlatform to:

  1. Violate     any third party’s rights, including any breach of confidentiality, or any     infringement of copyright, trademark, patent, trade secret, moral right,     privacy right, right of publicity or any other intellectual property or     proprietary right;
  2. Upload     any content that is indecent, libelous, defamatory, obscene, invasive of     privacy or publicity rights, abusive, illegal or otherwise objectionable;
  3. Solicit     personal information from minors, or submit or transmit pornography;
  4. Threaten,     stalk, harm, or harass others, or promote bigotry or discrimination;
  5. Promote     a business or other commercial venture or event, or otherwise use the BookMe     Platform for commercial purposes, except as expressly permitted by BookMe     or contemplated by these BookMe Terms;
  6. Send     bulk emails, surveys, or other mass messaging, whether commercial in     nature or not; engage in keyword spamming, or otherwise attempt to     manipulate the BookMe Platform’s search results or the search results of     any third-party website; or
  7. Violate     any applicable law.

11.2Additional Restrictions

You also agree not to, and will not assist, encourage, or enable others to:

  1. Violate     these BookMe Terms;
  2. Modify,     adapt, appropriate, reproduce, distribute, translate, create derivative     works or adaptations of, publicly display, sell, trade or in any way     exploit the BookMe Platform, any BookMe Content or other Members’ Member     Content, except as expressly authorized by us;
  3. Use any     robot, spider, site search/retrieval application or other automated     device, process or means to access, retrieve, scrape or index any portion     of the BookMe Platform, any BookMe Content or other Members’ Member     Content;
  4. Reverse     engineer any portion of the BookMe Platform;
  5. Remove     or modify any copyright, trademark or other proprietary rights notice that     appears on any portion of the BookMe Platform or on any materials printed     or copied from the BookMe Platform;
  6. Record,     process or mine information about other Members;
  7. Access     the BookMe Platform by means other than through the public interfaces we     provide to you;
  8. Reformat     or frame any portion of the BookMe Platform;
  9. Take     any action that imposes, or may impose, an unreasonable or     disproportionately large load on our technology infrastructure or     otherwise make excessive traffic demands of the BookMe Platform, as     determined by BookMe in BookMe’s sole discretion;
  10. Attempt     to gain unauthorized access to the BookMe Platform, BookMe Accounts,     computer systems or networks connected to the BookMe Platform through     hacking, password mining or any other means;
  11. Use the     BookMe Platform, any BookMe Content or other Members’ Member Content to     transmit any computer viruses, worms, defects, Trojan horses or any other     computer code, files or programs designated to interrupt, destroy or limit     the functionality of the BookMe Platform;
  12. Use any     device, software or routine that interferes with the proper working of the     BookMe Platform or otherwise attempt to interfere with the proper working     of the BookMe Platform;
  13. Use the     BookMe Platform to violate the security of any computer network, crack     passwords or security encryption codes; disrupt or interfere with the     security of, or otherwise cause harm to, the BookMe Platform, any BookMe     Content or other Members’ Member Content;
  14. Remove,     circumvent, disable, damage or otherwise interfere with any     security-related features of the BookMe Platform, features that prevent or     restrict the use or copying of any BookMe Content, or other Members’     Member Content or features that enforce limitations on the use of the BookMe     Platform;
  15. Authorize     any third party to use BookMe Platforms, including but not limited to     Services, through your BookMe Account, or schedule any Services on behalf     of any individuals other than yourself, except that the Company authorizes     its Employee to use BookMe Platforms, and schedule the Services on behalf     of its Employees;
  16. Schedule     and/or provide for any Service Provider Service outside of the BookMe     Platform;
  17. Make,     accept, or receive any payment in connection with the Service Provider     Service outside of the BookMe Platform; or
  18. Solicit     and/or recruit BookMe Members to work or study on other software or     language learning platforms.

The restrictions above only apply to the extent permissible under applicable law.Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, BookMe reserves the right to determine what conduct BookMe considers to be in violation of these BookMeTerms or otherwise outside the intent or spirit of the BookMe Platform. BookMe reserves the right to take action as a result of any such violation, which may include terminating your BookMe Account and prohibiting you from using the BookMePlatform in whole or in part.

12.Links

TheBookMe Platform may contain links to third-party websites or resources. You acknowledge and agree that BookMe is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by BookMe of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

13.Enforcement of BookMe Terms of Service

We may suspend or cancel your BookMe Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of theseBookMe Terms, or violated our rights or those of a third-party in connection with your use of the BookMe Platform. Without limiting BookMe’s other remedies, we will suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these BookMe Terms or any other written policies and procedures posted on the BookMe Platform, including but not limited to BookMePolicies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for BookMe.

Once suspended or terminated, you may not continue to use the BookMe Platform under a different BookMe Account or re-register under a new BookMe Account. This includes usage of any associated Payment Services. In addition, violations of these BookMe Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the BookMe Platform or otherwise reduce service fees owed or paid to BookMe under these BookMe Terms, you will be liable to BookMe for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your BookMeAccount. BookMe reserves the right to terminate any Member or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files and other material you store at theBookMe Platform.

14.Disclaimers

THE BOOKME PLATFORM PROVIDED BY BOOKME AND THE SERVICES PROVIDED BY BOOKME, ANY OFOUR LICENSORS OR SERVICE PROVIDERS ARE PROVIDED ON AN “AS IS,” AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND “WITH ALL FAULTS“, WITH THE EXPRESS UNDERSTANDING THAT BOOKME MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. BOOKME EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE BOOKME PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WEMAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED,AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE BOOKME PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN ADDITION, NOTWITHSTANDING ANY FEATURE A FINAL CUSTOMER MAY USE TO SELECT AS ERVICE PROVIDER, EACH FINAL CUSTOMER IS RESPONSIBLE FOR SELECTING THEIR SERVICE PROVIDER AND NEGOTIATING A CONTRACT AND BOOKME DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A FINAL CUSTOMER ONTHE BOOKME PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR SERVICE PROVIDER. BOOKME DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY SERVICE PROVIDER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.

15.Limitation of Liability

INNO EVENT SHALL BOOKME, OUR LICENSORS OR THE SERVICE PROVIDERS BE LIABLE TO YOUOR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE BOOKME TERMS, INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FORTHE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU

NOT WITH STANDING ANY OTHER PROVISION OF THESE BOOKME TERMS, IN NO EVENT WILL OUR LIABILITY TOYOU FOR ANY ACTION OR CLAIM RELATED TO THE BOOKME PLATFORM PROVIDED UNDER THESE BOOKME TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

16.Indemnification

You agree to indemnify, defend and hold BookMe harmless, including against all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the BookMePlatform, (ii) your decision to submit postings and accept offers from otherMember, (iii) any breach of contract or other claims made by Members with which you conducted business through the BookMe Platform, (iv) your violation of these BookMe Terms, (v) any products or services purchased or obtained by you in connection with the BookMe Platform, (vi) any liability arising from the tax treatment of payments to Service Providers, (vii) any negligent or intentional wrong doing committed by you on or through the BookMe Platform, (viii) any infringement by you, or any third party using your BookMe Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Service Provider or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as aService Provider or to a Service Provider. BookMe reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BookMe and you agree to cooperate with BookMe’s defense of these claims. You agree not to settle any such matter without the prior written consent of BookMe. BookMe will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.

17.Suspension, Termination or Cancellation

17.1Termination By You

You may terminate these BookMe Terms at any time by closing your BookMe Account, discontinuing your use of the BookMe Platform and deleting the Applications from your device. You have the right to cancel your BookMe Account at any time.

17.2Termination by BookMe

We may suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you, a related person, or your Employee (to the extent you are a Company) has engaged in any of the restricted conduct described in Section 11 (Restrictions) or other wise violated or may have violated these BookMe Terms and/or any BookMe Policies, or(b) your BookMe Account and use of the BookMe Platform have been inactive for more than twelve (12) months. To the extent that you violate these BookMe Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the BookMe Platform. We are under no obligation to compensate you for any such losses.

We reserve the right to stop making available any one or more of the BookMePlatform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you.Your license to the BookMe Platform automatically ends when we terminate access to such BookMe Platform. Any such action could prevent you from accessing your BookMeAccount, the BookMe Platform, any BookMe Content, or any other related information.

17.3Survival

In the event of any termination of these BookMe Terms, whether by you or BookMe, the following Sections will continue in full force and effect: Section 8(Ownership), Section 10 (Member Content), including but not limited to BookMe’s right to use your Member Content, Section 11 (Restrictions), Section 12(Links), Section 13 (Enforcement of BookMe Terms of Service), Section 14(Disclaimers), Section 15 (Limitation of Liability), Section 16(Indemnification), Section 17 (Suspension, Termination or Cancellation), Section18 (Entire Agreement), Section 19 (Assignment), Section 20 (Notices), Section21 (Governing Law and Jurisdiction), Section 21 (Dispute Resolution), Section23 (Feedback) and Section 24 (General).

18.Entire Agreement

Except as they may be supplemented by additional BookMe policies, guidelines, standards, or terms for a specific product, feature, service or offering, theseBookMe Terms together with the BookMe Policies constitute the entire and exclusive understanding and agreement between BookMe and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between BookMe and you in relation to your access to and use of the BookMe Platform.

19.Assignment

You may not assign or transfer these BookMe Terms, or any rights or obligations hereunder, by operation of law or otherwise, without BookMe’s prior written consent. Any attempt by you to assign or transfer these BookMe Terms without such consent will be null and of no effect. BookMe may assign or transfer theseBookMe Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these BookMe Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

20.Notices

Unless you otherwise indicate in writing to customer service in accordance withSection 25 (Contacting Customer Service), BookMe will communicate with you by email or by posting communications on the BookMe Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when BookMe sends the communication to the email address you have provided to BookMe on the BookMe Platform, or when BookMe posts such communication on the BookMe Platform. You must keep your email address updated on the BookMe Platform, and you must regularly check the BookMe Platform for postings. If you fail to respond to an email message from BookMe regarding violation, dispute or complaint within two business days, BookMe will have the right to terminate or suspend your BookMe Account.

All notices to BookMe intended to have a legal effect concerning these BookMe Terms must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

  1. For     Members that access and use of the BookMe Product:

BookMeHK Limited.

Av.Mario Pani 400 Piso 1

SantaFe Cuajimalpa

MéxicoCity, México

Such notices to BookMe are deemed effective upon receipt.

21.Governing Law

21.1For Residents Outside of the United States

Except as otherwise specified in Section 21.2 below, any claims arising out of the BookMePlatform or these BookMe Terms will be subject to the laws of Hong Kong, without reference to conflict of laws principles.

21.2For Residents in the United States

Any claims arising out of the BookMe Platform or these BookMe Terms that are brought in the United States will be subject to the laws of the State ofCalifornia without reference to conflict of laws principles.

22.Dispute Resolution; Binding Arbitration and Class Action Waiver

READ THIS SECTION 22 CAREFULLY. THIS SECTION 22 MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

22.1Informal Dispute Resolution

Our customer service department is available as noted in Section 25 (ContactingCustomer Service) to address any concerns, disputes, claims or controversies you may have regarding the BookMe Platform, these BookMe Terms or the relationship between you and BookMe (collectively, “Disputes“). MostDisputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

22.2Dispute Resolution for Residents outside of the United States

In the event that the parties do not agree upon a resolution in connection with aDispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 23.1 (Initial DisputeResolution), except as otherwise specified in Section 23.3 (Dispute Resolution for Residents in the United States) below, you and BookMe expressly agree that any claim or action arising out of or relating to BookMe Platform or these BookMeTerms shall be submitted by any party to be finally resolved by arbitration by written notice to the other party. The arbitration shall be conduced in HongKong under the auspices of the Hong Kong International Arbitration Center (“HKIAC“).The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted inEnglish. The arbitration tribunal shall apply the arbitration rules of theHKIAC in effect at the time of the arbitration.;

22.3Dispute Resolution for Residents in the United States

If you are domiciled in and/or use the BookMe Platform in the United States, thisSection 22.3 applies to you.

  1. Agreement     to Arbitrate. If the parties do not agree upon a resolution in connection     with a Dispute within a period of thirty (30) calendar days from the time     informal dispute resolution is initiated pursuant to Section 22.1 (Initial     Dispute Resolution), then either party may initiate binding arbitration as     the sole means to formally resolve claims (the “Agreement to Arbitrate“),     subject to the terms set forth below. Specifically, all Disputes shall be     finally settled by binding arbitration administered by the American     Arbitration Association (the “AAA“). The arbitration proceedings     shall be governed by AAA’s Commercial Arbitration Rules (the “AAA Rules“)     and, where appropriate, AAA’s Supplementary Procedures for Resolution of     Consumer-Related Disputes (the “AAA Consumer Rules“). This     arbitration provision is made pursuant to a transaction involving     interstate commerce, and the Federal Arbitration Act shall apply to the     interpretation, applicability, enforceability and formation of these BookMe     Terms notwithstanding any other choice of law provision contained in these     BookMe Terms. The arbitrator, and not any federal, state or local court or     agency, shall have exclusive authority to resolve all disputes arising out     of or relating to the interpretation, applicability, enforceability or     formation of these BookMe Terms, including without limitation any claim     that all or any party of these BookMe Terms are void or voidable, or     whether a claim is subject to arbitration. The arbitrator shall be     empowered to grant whatever relief would be available in a court under law     or in equity. The arbitrator’s award shall be binding on the parties and     may be entered as a judgment in any court of competent jurisdiction.

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrat or must follow applicable law, and any award may be challenged if the arbitrat or fails to do so.

TheAAA Rules and the AAA Consumer Rules are both available at the AAA websitewww.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAAConsumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited inarbitration than in court.

  1. Location.     The arbitration will take place at any reasonable location within the     United States convenient for you.
  2. Class     Action Waiver. The parties further agree that any arbitration shall be     conducted in their individual capacities only and not as a class action or     other representative action, and the parties expressly waive their right     to file a class action or seek relief on a class basis. YOU AND BOOKME     AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR BOOKME’S     INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY     PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator     determines that the class action waiver set forth in this subsection is     void or unenforceable for any reason or that an arbitration can proceed on     a class basis, then the arbitration provision set forth above shall be     deemed null and void in its entirety and the parties shall be deemed to     have not agreed to arbitrate Disputes.
  3. Exception     – Litigation of Intellectual Property and Small Claims Court Claims.     Notwithstanding the parties’ decision to resolve all Disputes through     arbitration, either party may bring an action in state or federal court     that only asserts claims for patent infringement or invalidity, copyright     infringement, moral rights violations, trademark infringement and/or trade     secret misappropriation, but not, for clarity, claims related to the     license granted to you for the BookMe Platform under this Agreement.     Either party may also seek relief in a small claims court for disputes or     claims within the scope of that court’s jurisdiction.
  4. 30 Day     Right to Opt Out. You have the right to opt-out and not be bound by the     arbitration and class action waiver provisions set forth in Section     22.3(i) (Agreement to Arbitrate), Section 22.3(ii) (Location) and Section     22.3(iii) (Class Action Waiver) above by sending written notice of your     decision to opt-out pursuant to Section 20 (Notice). The notice must be     sent within 30 days of your first access or use of the BookMe Platform;     otherwise you will be bound to arbitrate Disputes in accordance with the     terms of those Sections. If you opt-out of these arbitration provisions, BookMe     also will not be bound by such provisions.

23.Feedback

By sending us any ideas, suggestions, documents or proposals (“Feedback“),you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against BookMe and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.

24.General

The failure of BookMe to enforce any right or provision of these BookMe Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BookMe. Except as expressly set forth in these BookMe Terms, the exercise by either party of any of its remedies under these BookMe Terms will be without prejudice to its other remedies under these BookMe Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these BookMe Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these BookMe Terms will remain in full force and effect.

25.Contacting Customer Service

If you wish to report a violation of these Terms, have any questions or need assistance, please contact BookMe customer service as follows:

  1. For     Members that access and use of the BookMe Product:

OnlineSupport: https://support.bookme.ai

Email: support@bookme.ai

 

Terms of Service (Last Updated on 26 May, 2021)

Please read these BookMe Terms of Service (the “BookMe Terms” or “BookMeTerms of Service“) carefully as they govern (i) your access to and use of our Sites, (ii) your access to and use of our Applications, or (iii) your access to and use of our services that link to or reference these BookMe Terms, and contain important information about your legal rights, remedies and obligations. The Site, Application and other BookMe services together are here in after collectively referred to as the “BookMe Platform“. By accessing or using the BookMe Platform, you are agreeing to these BookMe Terms and concluding a legally binding contract with BookMe, whether or not you become a registered user of the BookMe Platform. Certain areas of the BookMePlatform may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these BookMe Terms and the terms and conditions posted for a specific area of the BookMe Platform, the terms and conditions that are specific to that area will take precedence with respect to your use of, or access to, that area of the BookMe Platform.

You may be referred to in this BookMe Terms as “you” or “your“, or may be referred to specifically in your applicable role as a Company or anAuthorized User (each as defined below). If you are entering into this BookMeTerms on behalf of a company or other legal entity (such company or legal entity, the “Company“), this BookMe Terms shall be a binding agreement between BookMe and the Company that you represent, and you represent that you have the authority to bind such Company, its users, and its affiliates to this BookMeTerms. In that case, the terms “you” or “your” shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this BookMe Terms, you may not use the Service. If you are entering into this BookMe Terms as an individual and not on behalf of a company or other legal entity, this BookMe Terms shall be a binding agreement between BookMe and you personally. You acknowledge that this BookMe terms is a contract between you and BookMe, even though it is electronic and is not physically signed by you and BookMe, and it governs your use of the Service.

You're present that you have read and understood our privacy policy (“PrivacyPolicy“), which is available at https://www.BookMe.video/privacy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply BookMe Terms or other BookMe Policies (as defined below); (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding or other legal process served on us; or (iv) protect our rights, reputation, and property or that of our users, affiliates or the public. Our(a) Service Provider policy, which is available at https://www.BookMe.video/instructorterms(the “Service Provider Policy“); (b) payment policy, which is available at https://www.BookMe.video/paymentterms (the “Payment Policy“); (c)community policy, which is available at https://www.BookMe.video/communitypolicy(the “Community Policy“), and (d) copyright policy, which is available at https://www.BookMe.video/copyrightpolicy (the “Copyright Policy“,together with Privacy Policy, Service Provider Policy, Payment Policy,Community Policy and Copyright Policy, the “BookMe Polices“), to the extent applicable to your use of the BookMe Platform are incorporated by reference into these BookMe Terms.

Do not access or use the BookMe Platform if you are unwilling or unable to be bound by these BookMe Terms.

Table of Contents

  1. Definitions
  2. Relationship
  3. Modification
  4. Eligibility
  5. Description     of Services
  6. BookMe     Account
  7. Virtual     Currency of BookMe Product
  8. Ownership
  9. License     Grant
  10. Member     Content
  11. Restrictions
  12. Links
  13. Enforcement     of BookMe Terms of Service
  14. Disclaimers
  15. Limitation     of Liability
  16. Indemnification
  17. Suspension,     Termination or Cancellation
  18. Entire     Agreement
  19. Assignment
  20. Notices
  21. Governing     Law and Jurisdiction
  22. Dispute     Resolution; Binding Arbitration and Class Action Waiver
  23. Feedback
  24. General
  25. Contacting     Customer Service

1.Definitions

Applications”means the applications for mobile, tablet, and other smart devices and application program interfaces provided by BookMe, including but not limited to the mobile applications entitled as “BookMe“.

BookMe“,“we“, “us“, or “our” means X Communications Corp. S.A.P.I.de C.V., with respect to Members that access and use of the BookMe Service

BookMeContent” means any content that BookMe creates and makes available in connection with the BookMe Platform, including proprietary BookMe content and any content licensed or authorized for use by or through BookMe from a third party, but excluding Member Content.

BookMeProduct” means the Application(s) of “BookMe“, the Site “www.BookMe.video”and any website operated by BookMe X Communications Corp. S.A.P.I. de C.V.

MemberContent” means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.

Sites”means BookMe’s websites, including but not limited to www.BookMe.video and www.BookMe.mx

FinalCustomer” means a Member that purchases Services.

ServiceProvider” means a Member that offers and delivers Services.

Services”means all services delivered by Service Providers as described in the ServiceProvider Policy, including but not limited to paid lessons, packages and other services rendered where BookMe Credits (as defined in Payment Policy) are exchanged.

2.Relationship

TheBookMe Platform is an online venue for language learning where registered users(“Members“) may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that BookMe is nota party to any agreements entered into between Final Customers and ServiceProviders or between Members, nor is BookMe a service broker or agent. BookMe has no control over the conduct of Final Customers, Service Providers, Members or other users of the BookMe Platform or over any services provided by ServiceProviders or other Members over the BookMe Platform, and disclaims all liability in this regard to the maximum extent permitted by law.

If you choose to provide services on the BookMe Platform, you understand and agree that your relationship with BookMe is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venturer or partner of BookMe for any reason, and you act exclusively on your own be half and for your own benefit, and not on behalf of or for the benefit of BookMe. BookMe does not control, and has no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of BookMe, including by using any BookMe intellectual property in an unauthorized or in appropriate manner.

3.Modification

BookMe reserves the right, at its sole discretion, to modify the BookMe Platform and to modify these BookMe Terms, at any time and without prior notice. If we modify these BookMe Terms, we will either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification.We will also update the “Last Updated” date at the top of these BookMeTerms. By continuing to access or use the BookMe Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified BookMe Terms. If the modified BookMe Terms are not acceptable to you, your only recourse is to cease using the BookMe Platform.

4.Eligibility

TheBookMe Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law.

WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH SERVICE PROVIDER ON THE BOOKME PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF SERVICE PROVIDERS AND THE ACCURACY OF THE INFORMATION SERVICE PROVIDERS PROVIDE VIA THE BOOKME PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER BOOKME NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE BOOKME PLATFORM. BOOKME AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE BOOKME PLATFORM.

5.Description of Services

5.1BookMe Services

BookMe’s services includes:

  1. Connection     Services. BookMe provides Members with access to and use of the BookMe     Platform, which is an online venue where (a) Members can upload, submit,     store, send and receive content related to language learning; (b) Members     can conduct searches, connect with, choose, and engage each other for the     purposes of language learning and instant language practice; (c) Final     Customers can conduct searches, connect with, choose, and engage Service     Providers directly for language instruction and Services; (d) Service     Providers can advertise their capabilities, respond to inquiries, connect     with and engage Final Customers to provide them with their Services     (collectively, “Connection Services“). For the avoidance of doubt,     in providing the Connection Services, BookMe only provides the venue for     Members, including Final Customers and Service Providers, to find and     contract with each other, and BookMe does not take part in direct     interactions between Members.
  2. Payment     Services. For Final Customers and Service Providers, BookMe also provides     certain payment processing services, credit purchase and payment tools,     dispute resolution procedures and assistance, and other services in     accordance with BookMe’s Payment Policy (collectively, “Payment     Services“). Payment Services do not include Connection Services.
  3. Business     Services. If a Member is a Company, such Member may authorize additional     individuals and/or their employees (the “Employees“) to use of the BookMe     Platform, including but not limited to the Connection Services and Payment     Services. The Company may (i) track Employees’ completed lessons, (ii) add     or remove any Employees from access to or the use of BookMe Platform,     (iii) control, refill or shift their BookMe credits balances within such     Company’s BookMe Account (as defined below). The Company may also review     the Employees’ language learning performance report through its BookMe     Account. For the avoidance of doubt, an Employee shall be considered as a     “Final Customer“.

5.2Services

ServiceProviders may provide certain Services through the BookMe Platform. If you are accepted to be a Service Provider, you agree to BookMe’s Service ProviderPolicy. All Members hereby acknowledge that the Services are solely provided byService Providers and are not provided by BookMe. BookMe’s responsibility with respect to Services is limited to facilitating the availability of the BookMePlatform.

6.BookMe Account

6.1Account Registration

In order to use many of the features that are offered through the BookMe Platform, you must create an account (“BookMe Account“) and become a Member.

YourBookMe Account is for personal, non-commercial use only, provided that, if you are creating an BookMe Account on behalf of a Company, you may authorize theirEmployees to use of the BookMe Platform. To create an BookMe Account, you must be eligible to use the BookMe Platform for which you are registering, be a resident of a country where use of the BookMe Platform is permitted, have a valid email address, have a valid mobile phone number (if applicable) and provide truthful and accurate information. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple BookMe Accounts. You may choose to show a pseudonym to otherMembers, but please remember that others may still be able to identify you if, for example, you include identifying information during your use of the BookMePlatform, use the same BookMe Account information on other sites or allow other sites to share information about you with us. Please read our Privacy Policy for more information.

You may not have more than one (1) active BookMe Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. BookMe reserves the right to suspend or terminate your BookMe Account and your access to the BookMe Platform if you create more than one (1) BookMe Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these BookMe Terms.

In addition, to create an BookMe Account, BookMe may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. BookMe may refuse to grant you a username in BookMe’s sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by BookMe in BookMe’s sole discretion.Your selection and use of a specific username do not convey any ownership or rights in that username and BookMe reserves the right to revoke and/or reassign that username in BookMe’s sole discretion. You understand and agree that BookMere serves the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in BookMe’s sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OFYOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR BOOKME ACCOUNT,INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE BOOKME PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR BOOKME ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR BOOKME ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE BOOKME TERMS.

You agree to notify BookMe immediately of any unauthorized use of your BookMeAccount. We reserve the right to close your BookMe Account at any time if you violate these BookMe Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.

6.2Third-Party Account

You can also register to become a Member by logging into your account with certain third-party social networking sites (“SNS“) including, but not limited to, Facebook and WeChat (each such account is a “Third-Party Account“),through our Sites or Applications. Unless you add your email address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or BookMe’s access to such Third-PartyAccount is terminated by you or the third-party service provider, then you areno longer be able to log into any BookMe Platform through such Third-PartyAccount.

6.3Link your BookMe Account with Third-Party Account

Aspart of the functionality of the BookMe Platform, you may link your BookMeAccount with Third-Party Accounts, by either: (i) providing your Third-PartyAccount login information to BookMe through the BookMe Platform; or (ii)allowing BookMe to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-PartyAccount. You represent that you are entitled to disclose your Third-PartyAccount login information to BookMe and/or grant BookMe access to yourThird-Party Account (including, but not limited to, for use by BookMe for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating BookMe to pay any fees or making BookMe subject to any usage limitations imposed by such third-party service providers. By granting BookMe access to any Third-Party Accounts, you understand that BookMe will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the BookMe Platform via your BookMe Account and BookMeAccount profile page. Unless otherwise specified in these BookMe Terms, all SNSContent, if any, will be considered to be Member Content for all purposes of these BookMe Terms.

If you choose to link Third-Party Accounts with your BookMe Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-PartyAccounts might be available on and through the BookMe Platform via your BookMeAccount and BookMe Account profile page. You have the ability to disable the connection between your BookMe Account and your Third-Party Accounts at anytime by accessing the “Settings” section of the Sites or Applications.If you disable the connection between your BookMe Account and your Third PartyAccounts, then SNS Content from that Third Party Account will no longer be available on and through the BookMe Platform, and you will no longer be able to access your BookMe Account through such Third Party Account.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. BookMe makes no effort to review any SNSContent for any purpose, including but not limited to for accuracy, legality or non-infringement and BookMe is not responsible for any SNS Content.

YourBookMe Account and your BookMe Account profile page will be created for your use of the BookMe Platform based upon the information you provide to us or that we obtain through a Third-Party Account that you link with your BookMe Account as described above.

6.4Link to a Company

If you are an Employee of a Company, during the registration process, you may identify a Company with whom your profile and BookMe Account is associated.Alternately, your individual profile may have been created by an authorized representative of the Company, and your profile and BookMe Account will be associated with such Company. If your BookMe Credits, Services and PaymentServices are provided or scheduled by a Company, you may lose access to such BookMeCredits, Services and Payment Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that(a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and(b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information.You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

7.Virtual Currency of BookMe Product

7.1Virtual Currency License

You acknowledge that the BookMe Product may include a component of virtual credits or currency called “Lingos” (“Virtual Currency“). The VirtualCurrency may only be used within the BookMe Product in exchange for the service times of the BookMe Product. Regardless of the terminology used, VirtualCurrency represents a limited license right governed solely under these BookMeTerms, and are not redeemable for any sum of money or monetary value from BookMe or any other person or entity at any time. Virtual Currency provided by BookMe include only a limited license right to use such Virtual Currency. Other than a limited, personal, revocable, non-transferable, non-sub licensable license to use Virtual Currency on and in the BookMe Product, you agree that you have no right, title or ownership in or to any such Virtual Currency. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY HAS NO CASH VALUE AND THAT NEITHER BOOKME NORANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL CURRENCY FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT,IF YOUR BOOKME ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IFYOUR RIGHT TO ACCESS The BOOKME PRODUCT IS TERMINATED, THE VIRTUAL CURRENCY AND YOUR BOOKME ACCOUNT SHALL HAVE NO VALUE.

7.2Virtual Currency Fees

We reserve the right to charge fees for the right to access or use VirtualCurrency, and/or may distribute Virtual Currency without charge, in our sole discretion. You acknowledge and agree that we may revise or take action that impacts the perceived value of, or pricing for, any Virtual Currency at anytime except to the extent that we agree otherwise in writing. Virtual Currency will expire after 24 months of non-use of your BookMe Account.

7.3Managing Your Virtual Currency. All purchases of Virtual Currency are final and under no circumstances will be refundable, transferable or exchangeable

By purchasing Virtual Currency, you are confirming that you want the VirtualCurrency immediately credited to your BookMe Account and that by doing so you lose any cancellation rights under applicable laws.

We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency as we see fit in our sole discretion, and we shall have no liability to you or anyone else for the exercise of such rights. For example, Virtual Currency will be lost, deleted from your BookMe Account or forfeited when/if your BookMe Account is terminated, suspended or closed for any reason or when we discontinue any or all of the BookMe Product, including without limitation any services provided or offered through third party platforms.

We reserve the right, in our sole discretion, to make all calculations regarding the balance of Virtual Currency in your BookMe Account. We further reserve the right, in our sole discretion, to determine the amount of Virtual Currency that is credited and debited from your BookMe Account in connection with your use of the BookMe Product. While we strive to make all such calculations on a consistent and reasonable basis, you hereby acknowledge and agree that our determination of the amount of Virtual Currency in your BookMe Account is final, unless you can provide documentation to us that such calculation was or is intentionally incorrect.

7.4Transfers of Virtual Currency; Unauthorized Transactions

Any unauthorized transferring, trading, selling or exchanging of any VirtualCurrency or BookMe Accounts (“Unauthorized Transactions“) with anyone, including with other users of the BookMe Product, is not sanctioned by us and is strictly forbidden. All Members who participate in such activities do so at their own risk and hereby agree to indemnify BookMe against any and all consequences resulting from such actions. You acknowledge that BookMe may stop, suspend, terminate, discontinue or reverse any Unauthorized Transactions when BookMe suspects or has evidence of fraud, violations of these BookMe Terms, violations of any other applicable law or regulation or any intentional act designed to interfere at all with the normal operation of the Services. You further agree that BookMe may, in BookMe’s sole discretion, reverse any transaction if such reversal is in BookMe’s best interest, or may debit your balance of VirtualCurrency, including without limitation, taking actions, which may cause your balance to be zero and/or a negative amount. BookMe may, in BookMe’s sole discretion, terminate, suspend or modify your BookMe Account if you engage or assist in any Unauthorized Transactions. Verification of certain information applicable to a transaction involving Virtual Currency may be required prior to our acceptance thereof. In addition, as a condition to receiving certainVirtual Currency or other awards for participating in promotions, give aways, contests or sweepstakes, you may be required to provide additional information about yourself in our marketing materials. You acknowledge and agree that BookMe shall have no liability for the use or loss of such information and/or VirtualCurrency due to any unauthorized third party activity, such as hacking, phishing, password mining, social engineering and/or any other unauthorized third party or other user’s activity. BookMe may replace such lost VirtualCurrency under certain circumstances, at BookMe’s sole discretion on a case-by-case basis, without incurring any obligation or liability. You may be required to provide the BookMe or our designated representative with your credit card number or other billing information, and related information, in order to purchase Virtual Currency. BookMe may also provide you with the option of participating in third party offers to receive Virtual Currency.

7.5Purchasing Virtual Currency

You may pay for Virtual Currency by using the BookMe Product or any alternate billing and payment provider (such as iTunes and Google Checkout) identified on the BookMe Product. We will not supply any products or services to you until the alternative billing and payment provider has authorized the use of your credit card or other applicable method for payment. If you use the services of an alternate billing and payment provider, you will be bound by that third party provider’s terms and conditions, which are available from such provider.You may be required to create an account with such alternate provider, and to provide such provider with your bank account or credit or debit card details.

8.Ownership

All content made available through BookMe Platform is either owned by BookMe or BookMe’s licensors, or is licensed to BookMe and BookMe’s licensors pursuant to Section10 (Member Content). As between you and BookMe, you own your Member Content. We own the BookMe Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the BookMe Platform excluding Member Content.As between you and BookMe, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world associated with the BookMe Content and the BookMe Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the BookMe Platform and the BookMe Content are retained by BookMe.

9.License Grant

Subject to and conditioned on compliance with these BookMe Terms, BookMe hereby grants you a limited, personal, non-exclusive, non-transferable, non-sub licensable, term in a table license to access and use the BookMe Platform. Except as expressly set forth in these BookMe Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole orin part, the BookMe Content, other Members’ Member Content and the BookMePlatform without BookMe’s or our licensors’ express prior written permission.

The licenses granted to you are conditioned upon your proper conduct and compliance with these BookMe Terms at all times, as judged by BookMe in BookMe’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the BookMe Platform.

10.Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the BookMe Platform, you hereby grant to BookMe a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and other wise exploit such Member Content on, through, by means of, or to promote or market the BookMe Platform. BookMe does not claim any ownership rights in any MemberContent.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the BookMe Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all MemberContent that you make available through the BookMe Platform or through BookMe promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to BookMe the rights in such Member Content, as contemplated under these BookMe Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your MemberContent or BookMe’s use of your Member Content (or any portion thereof) on, through or by means of the BookMe Platform or BookMe promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

If you are a Service Provider, you may share your Member Content with your FinalCustomers.

BookMe respects copyright law and expects its Members to do the same. If you believe that any content on the BookMe Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.

11.Restrictions

We are under no obligation to enforce the BookMe Terms on your behalf against another Member. While we encourage you to let us know if you believe anotherMember has violated the BookMe Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

11.1Improper Use

You agree not to, and will not assist, encourage, or enable others to use the BookMePlatform to:

  1. Violate     any third party’s rights, including any breach of confidentiality, or any     infringement of copyright, trademark, patent, trade secret, moral right,     privacy right, right of publicity or any other intellectual property or     proprietary right;
  2. Upload     any content that is indecent, libelous, defamatory, obscene, invasive of     privacy or publicity rights, abusive, illegal or otherwise objectionable;
  3. Solicit     personal information from minors, or submit or transmit pornography;
  4. Threaten,     stalk, harm, or harass others, or promote bigotry or discrimination;
  5. Promote     a business or other commercial venture or event, or otherwise use the BookMe     Platform for commercial purposes, except as expressly permitted by BookMe     or contemplated by these BookMe Terms;
  6. Send     bulk emails, surveys, or other mass messaging, whether commercial in     nature or not; engage in keyword spamming, or otherwise attempt to     manipulate the BookMe Platform’s search results or the search results of     any third-party website; or
  7. Violate     any applicable law.

11.2Additional Restrictions

You also agree not to, and will not assist, encourage, or enable others to:

  1. Violate     these BookMe Terms;
  2. Modify,     adapt, appropriate, reproduce, distribute, translate, create derivative     works or adaptations of, publicly display, sell, trade or in any way     exploit the BookMe Platform, any BookMe Content or other Members’ Member     Content, except as expressly authorized by us;
  3. Use any     robot, spider, site search/retrieval application or other automated     device, process or means to access, retrieve, scrape or index any portion     of the BookMe Platform, any BookMe Content or other Members’ Member     Content;
  4. Reverse     engineer any portion of the BookMe Platform;
  5. Remove     or modify any copyright, trademark or other proprietary rights notice that     appears on any portion of the BookMe Platform or on any materials printed     or copied from the BookMe Platform;
  6. Record,     process or mine information about other Members;
  7. Access     the BookMe Platform by means other than through the public interfaces we     provide to you;
  8. Reformat     or frame any portion of the BookMe Platform;
  9. Take     any action that imposes, or may impose, an unreasonable or     disproportionately large load on our technology infrastructure or     otherwise make excessive traffic demands of the BookMe Platform, as     determined by BookMe in BookMe’s sole discretion;
  10. Attempt     to gain unauthorized access to the BookMe Platform, BookMe Accounts,     computer systems or networks connected to the BookMe Platform through     hacking, password mining or any other means;
  11. Use the     BookMe Platform, any BookMe Content or other Members’ Member Content to     transmit any computer viruses, worms, defects, Trojan horses or any other     computer code, files or programs designated to interrupt, destroy or limit     the functionality of the BookMe Platform;
  12. Use any     device, software or routine that interferes with the proper working of the     BookMe Platform or otherwise attempt to interfere with the proper working     of the BookMe Platform;
  13. Use the     BookMe Platform to violate the security of any computer network, crack     passwords or security encryption codes; disrupt or interfere with the     security of, or otherwise cause harm to, the BookMe Platform, any BookMe     Content or other Members’ Member Content;
  14. Remove,     circumvent, disable, damage or otherwise interfere with any     security-related features of the BookMe Platform, features that prevent or     restrict the use or copying of any BookMe Content, or other Members’     Member Content or features that enforce limitations on the use of the BookMe     Platform;
  15. Authorize     any third party to use BookMe Platforms, including but not limited to     Services, through your BookMe Account, or schedule any Services on behalf     of any individuals other than yourself, except that the Company authorizes     its Employee to use BookMe Platforms, and schedule the Services on behalf     of its Employees;
  16. Schedule     and/or provide for any Service Provider Service outside of the BookMe     Platform;
  17. Make,     accept, or receive any payment in connection with the Service Provider     Service outside of the BookMe Platform; or
  18. Solicit     and/or recruit BookMe Members to work or study on other software or     language learning platforms.

The restrictions above only apply to the extent permissible under applicable law.Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, BookMe reserves the right to determine what conduct BookMe considers to be in violation of these BookMeTerms or otherwise outside the intent or spirit of the BookMe Platform. BookMe reserves the right to take action as a result of any such violation, which may include terminating your BookMe Account and prohibiting you from using the BookMePlatform in whole or in part.

12.Links

TheBookMe Platform may contain links to third-party websites or resources. You acknowledge and agree that BookMe is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by BookMe of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

13.Enforcement of BookMe Terms of Service

We may suspend or cancel your BookMe Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of theseBookMe Terms, or violated our rights or those of a third-party in connection with your use of the BookMe Platform. Without limiting BookMe’s other remedies, we will suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these BookMe Terms or any other written policies and procedures posted on the BookMe Platform, including but not limited to BookMePolicies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for BookMe.

Once suspended or terminated, you may not continue to use the BookMe Platform under a different BookMe Account or re-register under a new BookMe Account. This includes usage of any associated Payment Services. In addition, violations of these BookMe Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the BookMe Platform or otherwise reduce service fees owed or paid to BookMe under these BookMe Terms, you will be liable to BookMe for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your BookMeAccount. BookMe reserves the right to terminate any Member or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files and other material you store at theBookMe Platform.

14.Disclaimers

THE BOOKME PLATFORM PROVIDED BY BOOKME AND THE SERVICES PROVIDED BY BOOKME, ANY OFOUR LICENSORS OR SERVICE PROVIDERS ARE PROVIDED ON AN “AS IS,” AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND “WITH ALL FAULTS“, WITH THE EXPRESS UNDERSTANDING THAT BOOKME MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. BOOKME EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE BOOKME PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WEMAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED,AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE BOOKME PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN ADDITION, NOTWITHSTANDING ANY FEATURE A FINAL CUSTOMER MAY USE TO SELECT AS ERVICE PROVIDER, EACH FINAL CUSTOMER IS RESPONSIBLE FOR SELECTING THEIR SERVICE PROVIDER AND NEGOTIATING A CONTRACT AND BOOKME DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A FINAL CUSTOMER ONTHE BOOKME PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR SERVICE PROVIDER. BOOKME DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY SERVICE PROVIDER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.

15.Limitation of Liability

INNO EVENT SHALL BOOKME, OUR LICENSORS OR THE SERVICE PROVIDERS BE LIABLE TO YOUOR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE BOOKME TERMS, INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FORTHE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU

NOT WITH STANDING ANY OTHER PROVISION OF THESE BOOKME TERMS, IN NO EVENT WILL OUR LIABILITY TOYOU FOR ANY ACTION OR CLAIM RELATED TO THE BOOKME PLATFORM PROVIDED UNDER THESE BOOKME TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

16.Indemnification

You agree to indemnify, defend and hold BookMe harmless, including against all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the BookMePlatform, (ii) your decision to submit postings and accept offers from otherMember, (iii) any breach of contract or other claims made by Members with which you conducted business through the BookMe Platform, (iv) your violation of these BookMe Terms, (v) any products or services purchased or obtained by you in connection with the BookMe Platform, (vi) any liability arising from the tax treatment of payments to Service Providers, (vii) any negligent or intentional wrong doing committed by you on or through the BookMe Platform, (viii) any infringement by you, or any third party using your BookMe Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Service Provider or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as aService Provider or to a Service Provider. BookMe reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BookMe and you agree to cooperate with BookMe’s defense of these claims. You agree not to settle any such matter without the prior written consent of BookMe. BookMe will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.

17.Suspension, Termination or Cancellation

17.1Termination By You

You may terminate these BookMe Terms at any time by closing your BookMe Account, discontinuing your use of the BookMe Platform and deleting the Applications from your device. You have the right to cancel your BookMe Account at any time.

17.2Termination by BookMe

We may suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you, a related person, or your Employee (to the extent you are a Company) has engaged in any of the restricted conduct described in Section 11 (Restrictions) or other wise violated or may have violated these BookMe Terms and/or any BookMe Policies, or(b) your BookMe Account and use of the BookMe Platform have been inactive for more than twelve (12) months. To the extent that you violate these BookMe Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the BookMe Platform. We are under no obligation to compensate you for any such losses.

We reserve the right to stop making available any one or more of the BookMePlatform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you.Your license to the BookMe Platform automatically ends when we terminate access to such BookMe Platform. Any such action could prevent you from accessing your BookMeAccount, the BookMe Platform, any BookMe Content, or any other related information.

17.3Survival

In the event of any termination of these BookMe Terms, whether by you or BookMe, the following Sections will continue in full force and effect: Section 8(Ownership), Section 10 (Member Content), including but not limited to BookMe’s right to use your Member Content, Section 11 (Restrictions), Section 12(Links), Section 13 (Enforcement of BookMe Terms of Service), Section 14(Disclaimers), Section 15 (Limitation of Liability), Section 16(Indemnification), Section 17 (Suspension, Termination or Cancellation), Section18 (Entire Agreement), Section 19 (Assignment), Section 20 (Notices), Section21 (Governing Law and Jurisdiction), Section 21 (Dispute Resolution), Section23 (Feedback) and Section 24 (General).

18.Entire Agreement

Except as they may be supplemented by additional BookMe policies, guidelines, standards, or terms for a specific product, feature, service or offering, theseBookMe Terms together with the BookMe Policies constitute the entire and exclusive understanding and agreement between BookMe and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between BookMe and you in relation to your access to and use of the BookMe Platform.

19.Assignment

You may not assign or transfer these BookMe Terms, or any rights or obligations hereunder, by operation of law or otherwise, without BookMe’s prior written consent. Any attempt by you to assign or transfer these BookMe Terms without such consent will be null and of no effect. BookMe may assign or transfer theseBookMe Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these BookMe Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

20.Notices

Unless you otherwise indicate in writing to customer service in accordance withSection 25 (Contacting Customer Service), BookMe will communicate with you by email or by posting communications on the BookMe Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when BookMe sends the communication to the email address you have provided to BookMe on the BookMe Platform, or when BookMe posts such communication on the BookMe Platform. You must keep your email address updated on the BookMe Platform, and you must regularly check the BookMe Platform for postings. If you fail to respond to an email message from BookMe regarding violation, dispute or complaint within two business days, BookMe will have the right to terminate or suspend your BookMe Account.

All notices to BookMe intended to have a legal effect concerning these BookMe Terms must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

  1. For     Members that access and use of the BookMe Product:

BookMeHK Limited.

Av.Mario Pani 400 Piso 1

SantaFe Cuajimalpa

MéxicoCity, México

Such notices to BookMe are deemed effective upon receipt.

21.Governing Law

21.1For Residents Outside of the United States

Except as otherwise specified in Section 21.2 below, any claims arising out of the BookMePlatform or these BookMe Terms will be subject to the laws of Hong Kong, without reference to conflict of laws principles.

21.2For Residents in the United States

Any claims arising out of the BookMe Platform or these BookMe Terms that are brought in the United States will be subject to the laws of the State ofCalifornia without reference to conflict of laws principles.

22.Dispute Resolution; Binding Arbitration and Class Action Waiver

READ THIS SECTION 22 CAREFULLY. THIS SECTION 22 MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

22.1Informal Dispute Resolution

Our customer service department is available as noted in Section 25 (ContactingCustomer Service) to address any concerns, disputes, claims or controversies you may have regarding the BookMe Platform, these BookMe Terms or the relationship between you and BookMe (collectively, “Disputes“). MostDisputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

22.2Dispute Resolution for Residents outside of the United States

In the event that the parties do not agree upon a resolution in connection with aDispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 23.1 (Initial DisputeResolution), except as otherwise specified in Section 23.3 (Dispute Resolution for Residents in the United States) below, you and BookMe expressly agree that any claim or action arising out of or relating to BookMe Platform or these BookMeTerms shall be submitted by any party to be finally resolved by arbitration by written notice to the other party. The arbitration shall be conduced in HongKong under the auspices of the Hong Kong International Arbitration Center (“HKIAC“).The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted inEnglish. The arbitration tribunal shall apply the arbitration rules of theHKIAC in effect at the time of the arbitration.;

22.3Dispute Resolution for Residents in the United States

If you are domiciled in and/or use the BookMe Platform in the United States, thisSection 22.3 applies to you.

  1. Agreement     to Arbitrate. If the parties do not agree upon a resolution in connection     with a Dispute within a period of thirty (30) calendar days from the time     informal dispute resolution is initiated pursuant to Section 22.1 (Initial     Dispute Resolution), then either party may initiate binding arbitration as     the sole means to formally resolve claims (the “Agreement to Arbitrate“),     subject to the terms set forth below. Specifically, all Disputes shall be     finally settled by binding arbitration administered by the American     Arbitration Association (the “AAA“). The arbitration proceedings     shall be governed by AAA’s Commercial Arbitration Rules (the “AAA Rules“)     and, where appropriate, AAA’s Supplementary Procedures for Resolution of     Consumer-Related Disputes (the “AAA Consumer Rules“). This     arbitration provision is made pursuant to a transaction involving     interstate commerce, and the Federal Arbitration Act shall apply to the     interpretation, applicability, enforceability and formation of these BookMe     Terms notwithstanding any other choice of law provision contained in these     BookMe Terms. The arbitrator, and not any federal, state or local court or     agency, shall have exclusive authority to resolve all disputes arising out     of or relating to the interpretation, applicability, enforceability or     formation of these BookMe Terms, including without limitation any claim     that all or any party of these BookMe Terms are void or voidable, or     whether a claim is subject to arbitration. The arbitrator shall be     empowered to grant whatever relief would be available in a court under law     or in equity. The arbitrator’s award shall be binding on the parties and     may be entered as a judgment in any court of competent jurisdiction.

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrat or must follow applicable law, and any award may be challenged if the arbitrat or fails to do so.

TheAAA Rules and the AAA Consumer Rules are both available at the AAA websitewww.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAAConsumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited inarbitration than in court.

  1. Location.     The arbitration will take place at any reasonable location within the     United States convenient for you.
  2. Class     Action Waiver. The parties further agree that any arbitration shall be     conducted in their individual capacities only and not as a class action or     other representative action, and the parties expressly waive their right     to file a class action or seek relief on a class basis. YOU AND BOOKME     AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR BOOKME’S     INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY     PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator     determines that the class action waiver set forth in this subsection is     void or unenforceable for any reason or that an arbitration can proceed on     a class basis, then the arbitration provision set forth above shall be     deemed null and void in its entirety and the parties shall be deemed to     have not agreed to arbitrate Disputes.
  3. Exception     – Litigation of Intellectual Property and Small Claims Court Claims.     Notwithstanding the parties’ decision to resolve all Disputes through     arbitration, either party may bring an action in state or federal court     that only asserts claims for patent infringement or invalidity, copyright     infringement, moral rights violations, trademark infringement and/or trade     secret misappropriation, but not, for clarity, claims related to the     license granted to you for the BookMe Platform under this Agreement.     Either party may also seek relief in a small claims court for disputes or     claims within the scope of that court’s jurisdiction.
  4. 30 Day     Right to Opt Out. You have the right to opt-out and not be bound by the     arbitration and class action waiver provisions set forth in Section     22.3(i) (Agreement to Arbitrate), Section 22.3(ii) (Location) and Section     22.3(iii) (Class Action Waiver) above by sending written notice of your     decision to opt-out pursuant to Section 20 (Notice). The notice must be     sent within 30 days of your first access or use of the BookMe Platform;     otherwise you will be bound to arbitrate Disputes in accordance with the     terms of those Sections. If you opt-out of these arbitration provisions, BookMe     also will not be bound by such provisions.

23.Feedback

By sending us any ideas, suggestions, documents or proposals (“Feedback“),you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against BookMe and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.

24.General

The failure of BookMe to enforce any right or provision of these BookMe Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BookMe. Except as expressly set forth in these BookMe Terms, the exercise by either party of any of its remedies under these BookMe Terms will be without prejudice to its other remedies under these BookMe Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these BookMe Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these BookMe Terms will remain in full force and effect.

25.Contacting Customer Service

If you wish to report a violation of these Terms, have any questions or need assistance, please contact BookMe customer service as follows:

  1. For     Members that access and use of the BookMe Product:

OnlineSupport: https://support.bookme.ai

Email: support@bookme.ai

 

Terms of Service (Last Updated on 26 May, 2021)

Please read these BookMe Terms of Service (the “BookMe Terms” or “BookMeTerms of Service“) carefully as they govern (i) your access to and use of our Sites, (ii) your access to and use of our Applications, or (iii) your access to and use of our services that link to or reference these BookMe Terms, and contain important information about your legal rights, remedies and obligations. The Site, Application and other BookMe services together are here in after collectively referred to as the “BookMe Platform“. By accessing or using the BookMe Platform, you are agreeing to these BookMe Terms and concluding a legally binding contract with BookMe, whether or not you become a registered user of the BookMe Platform. Certain areas of the BookMePlatform may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these BookMe Terms and the terms and conditions posted for a specific area of the BookMe Platform, the terms and conditions that are specific to that area will take precedence with respect to your use of, or access to, that area of the BookMe Platform.

You may be referred to in this BookMe Terms as “you” or “your“, or may be referred to specifically in your applicable role as a Company or anAuthorized User (each as defined below). If you are entering into this BookMeTerms on behalf of a company or other legal entity (such company or legal entity, the “Company“), this BookMe Terms shall be a binding agreement between BookMe and the Company that you represent, and you represent that you have the authority to bind such Company, its users, and its affiliates to this BookMeTerms. In that case, the terms “you” or “your” shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this BookMe Terms, you may not use the Service. If you are entering into this BookMe Terms as an individual and not on behalf of a company or other legal entity, this BookMe Terms shall be a binding agreement between BookMe and you personally. You acknowledge that this BookMe terms is a contract between you and BookMe, even though it is electronic and is not physically signed by you and BookMe, and it governs your use of the Service.

You're present that you have read and understood our privacy policy (“PrivacyPolicy“), which is available at https://www.BookMe.video/privacy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply BookMe Terms or other BookMe Policies (as defined below); (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding or other legal process served on us; or (iv) protect our rights, reputation, and property or that of our users, affiliates or the public. Our(a) Service Provider policy, which is available at https://www.BookMe.video/instructorterms(the “Service Provider Policy“); (b) payment policy, which is available at https://www.BookMe.video/paymentterms (the “Payment Policy“); (c)community policy, which is available at https://www.BookMe.video/communitypolicy(the “Community Policy“), and (d) copyright policy, which is available at https://www.BookMe.video/copyrightpolicy (the “Copyright Policy“,together with Privacy Policy, Service Provider Policy, Payment Policy,Community Policy and Copyright Policy, the “BookMe Polices“), to the extent applicable to your use of the BookMe Platform are incorporated by reference into these BookMe Terms.

Do not access or use the BookMe Platform if you are unwilling or unable to be bound by these BookMe Terms.

Table of Contents

  1. Definitions
  2. Relationship
  3. Modification
  4. Eligibility
  5. Description     of Services
  6. BookMe     Account
  7. Virtual     Currency of BookMe Product
  8. Ownership
  9. License     Grant
  10. Member     Content
  11. Restrictions
  12. Links
  13. Enforcement     of BookMe Terms of Service
  14. Disclaimers
  15. Limitation     of Liability
  16. Indemnification
  17. Suspension,     Termination or Cancellation
  18. Entire     Agreement
  19. Assignment
  20. Notices
  21. Governing     Law and Jurisdiction
  22. Dispute     Resolution; Binding Arbitration and Class Action Waiver
  23. Feedback
  24. General
  25. Contacting     Customer Service

1.Definitions

Applications”means the applications for mobile, tablet, and other smart devices and application program interfaces provided by BookMe, including but not limited to the mobile applications entitled as “BookMe“.

BookMe“,“we“, “us“, or “our” means X Communications Corp. S.A.P.I.de C.V., with respect to Members that access and use of the BookMe Service

BookMeContent” means any content that BookMe creates and makes available in connection with the BookMe Platform, including proprietary BookMe content and any content licensed or authorized for use by or through BookMe from a third party, but excluding Member Content.

BookMeProduct” means the Application(s) of “BookMe“, the Site “www.BookMe.video”and any website operated by BookMe X Communications Corp. S.A.P.I. de C.V.

MemberContent” means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits, includes in their Member profile.

Sites”means BookMe’s websites, including but not limited to www.BookMe.video and www.BookMe.mx

FinalCustomer” means a Member that purchases Services.

ServiceProvider” means a Member that offers and delivers Services.

Services”means all services delivered by Service Providers as described in the ServiceProvider Policy, including but not limited to paid lessons, packages and other services rendered where BookMe Credits (as defined in Payment Policy) are exchanged.

2.Relationship

TheBookMe Platform is an online venue for language learning where registered users(“Members“) may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that BookMe is nota party to any agreements entered into between Final Customers and ServiceProviders or between Members, nor is BookMe a service broker or agent. BookMe has no control over the conduct of Final Customers, Service Providers, Members or other users of the BookMe Platform or over any services provided by ServiceProviders or other Members over the BookMe Platform, and disclaims all liability in this regard to the maximum extent permitted by law.

If you choose to provide services on the BookMe Platform, you understand and agree that your relationship with BookMe is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venturer or partner of BookMe for any reason, and you act exclusively on your own be half and for your own benefit, and not on behalf of or for the benefit of BookMe. BookMe does not control, and has no right to control, your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of BookMe, including by using any BookMe intellectual property in an unauthorized or in appropriate manner.

3.Modification

BookMe reserves the right, at its sole discretion, to modify the BookMe Platform and to modify these BookMe Terms, at any time and without prior notice. If we modify these BookMe Terms, we will either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification.We will also update the “Last Updated” date at the top of these BookMeTerms. By continuing to access or use the BookMe Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified BookMe Terms. If the modified BookMe Terms are not acceptable to you, your only recourse is to cease using the BookMe Platform.

4.Eligibility

TheBookMe Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law.

WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH SERVICE PROVIDER ON THE BOOKME PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF SERVICE PROVIDERS AND THE ACCURACY OF THE INFORMATION SERVICE PROVIDERS PROVIDE VIA THE BOOKME PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER BOOKME NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE BOOKME PLATFORM. BOOKME AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE BOOKME PLATFORM.

5.Description of Services

5.1BookMe Services

BookMe’s services includes:

  1. Connection     Services. BookMe provides Members with access to and use of the BookMe     Platform, which is an online venue where (a) Members can upload, submit,     store, send and receive content related to language learning; (b) Members     can conduct searches, connect with, choose, and engage each other for the     purposes of language learning and instant language practice; (c) Final     Customers can conduct searches, connect with, choose, and engage Service     Providers directly for language instruction and Services; (d) Service     Providers can advertise their capabilities, respond to inquiries, connect     with and engage Final Customers to provide them with their Services     (collectively, “Connection Services“). For the avoidance of doubt,     in providing the Connection Services, BookMe only provides the venue for     Members, including Final Customers and Service Providers, to find and     contract with each other, and BookMe does not take part in direct     interactions between Members.
  2. Payment     Services. For Final Customers and Service Providers, BookMe also provides     certain payment processing services, credit purchase and payment tools,     dispute resolution procedures and assistance, and other services in     accordance with BookMe’s Payment Policy (collectively, “Payment     Services“). Payment Services do not include Connection Services.
  3. Business     Services. If a Member is a Company, such Member may authorize additional     individuals and/or their employees (the “Employees“) to use of the BookMe     Platform, including but not limited to the Connection Services and Payment     Services. The Company may (i) track Employees’ completed lessons, (ii) add     or remove any Employees from access to or the use of BookMe Platform,     (iii) control, refill or shift their BookMe credits balances within such     Company’s BookMe Account (as defined below). The Company may also review     the Employees’ language learning performance report through its BookMe     Account. For the avoidance of doubt, an Employee shall be considered as a     “Final Customer“.

5.2Services

ServiceProviders may provide certain Services through the BookMe Platform. If you are accepted to be a Service Provider, you agree to BookMe’s Service ProviderPolicy. All Members hereby acknowledge that the Services are solely provided byService Providers and are not provided by BookMe. BookMe’s responsibility with respect to Services is limited to facilitating the availability of the BookMePlatform.

6.BookMe Account

6.1Account Registration

In order to use many of the features that are offered through the BookMe Platform, you must create an account (“BookMe Account“) and become a Member.

YourBookMe Account is for personal, non-commercial use only, provided that, if you are creating an BookMe Account on behalf of a Company, you may authorize theirEmployees to use of the BookMe Platform. To create an BookMe Account, you must be eligible to use the BookMe Platform for which you are registering, be a resident of a country where use of the BookMe Platform is permitted, have a valid email address, have a valid mobile phone number (if applicable) and provide truthful and accurate information. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple BookMe Accounts. You may choose to show a pseudonym to otherMembers, but please remember that others may still be able to identify you if, for example, you include identifying information during your use of the BookMePlatform, use the same BookMe Account information on other sites or allow other sites to share information about you with us. Please read our Privacy Policy for more information.

You may not have more than one (1) active BookMe Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. BookMe reserves the right to suspend or terminate your BookMe Account and your access to the BookMe Platform if you create more than one (1) BookMe Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these BookMe Terms.

In addition, to create an BookMe Account, BookMe may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third-party rights and is not otherwise unlawful. BookMe may refuse to grant you a username in BookMe’s sole discretion for any reason including if the proposed username impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by BookMe in BookMe’s sole discretion.Your selection and use of a specific username do not convey any ownership or rights in that username and BookMe reserves the right to revoke and/or reassign that username in BookMe’s sole discretion. You understand and agree that BookMere serves the right to change, remove, alter or delete any username, with or without prior notice to you, at any time and for any reason in BookMe’s sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OFYOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR BOOKME ACCOUNT,INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE BOOKME PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR BOOKME ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR BOOKME ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE BOOKME TERMS.

You agree to notify BookMe immediately of any unauthorized use of your BookMeAccount. We reserve the right to close your BookMe Account at any time if you violate these BookMe Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.

6.2Third-Party Account

You can also register to become a Member by logging into your account with certain third-party social networking sites (“SNS“) including, but not limited to, Facebook and WeChat (each such account is a “Third-Party Account“),through our Sites or Applications. Unless you add your email address or phone number and set up a password for such account, if a Third-Party Account or associated service becomes unavailable or BookMe’s access to such Third-PartyAccount is terminated by you or the third-party service provider, then you areno longer be able to log into any BookMe Platform through such Third-PartyAccount.

6.3Link your BookMe Account with Third-Party Account

Aspart of the functionality of the BookMe Platform, you may link your BookMeAccount with Third-Party Accounts, by either: (i) providing your Third-PartyAccount login information to BookMe through the BookMe Platform; or (ii)allowing BookMe to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-PartyAccount. You represent that you are entitled to disclose your Third-PartyAccount login information to BookMe and/or grant BookMe access to yourThird-Party Account (including, but not limited to, for use by BookMe for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating BookMe to pay any fees or making BookMe subject to any usage limitations imposed by such third-party service providers. By granting BookMe access to any Third-Party Accounts, you understand that BookMe will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the BookMe Platform via your BookMe Account and BookMeAccount profile page. Unless otherwise specified in these BookMe Terms, all SNSContent, if any, will be considered to be Member Content for all purposes of these BookMe Terms.

If you choose to link Third-Party Accounts with your BookMe Account, subject to the privacy settings that you have selected at such Third-Party Accounts, some of the information that you provided to us from the linking of your Third-PartyAccounts might be available on and through the BookMe Platform via your BookMeAccount and BookMe Account profile page. You have the ability to disable the connection between your BookMe Account and your Third-Party Accounts at anytime by accessing the “Settings” section of the Sites or Applications.If you disable the connection between your BookMe Account and your Third PartyAccounts, then SNS Content from that Third Party Account will no longer be available on and through the BookMe Platform, and you will no longer be able to access your BookMe Account through such Third Party Account.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. BookMe makes no effort to review any SNSContent for any purpose, including but not limited to for accuracy, legality or non-infringement and BookMe is not responsible for any SNS Content.

YourBookMe Account and your BookMe Account profile page will be created for your use of the BookMe Platform based upon the information you provide to us or that we obtain through a Third-Party Account that you link with your BookMe Account as described above.

6.4Link to a Company

If you are an Employee of a Company, during the registration process, you may identify a Company with whom your profile and BookMe Account is associated.Alternately, your individual profile may have been created by an authorized representative of the Company, and your profile and BookMe Account will be associated with such Company. If your BookMe Credits, Services and PaymentServices are provided or scheduled by a Company, you may lose access to such BookMeCredits, Services and Payment Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that(a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and(b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information.You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

7.Virtual Currency of BookMe Product

7.1Virtual Currency License

You acknowledge that the BookMe Product may include a component of virtual credits or currency called “Lingos” (“Virtual Currency“). The VirtualCurrency may only be used within the BookMe Product in exchange for the service times of the BookMe Product. Regardless of the terminology used, VirtualCurrency represents a limited license right governed solely under these BookMeTerms, and are not redeemable for any sum of money or monetary value from BookMe or any other person or entity at any time. Virtual Currency provided by BookMe include only a limited license right to use such Virtual Currency. Other than a limited, personal, revocable, non-transferable, non-sub licensable license to use Virtual Currency on and in the BookMe Product, you agree that you have no right, title or ownership in or to any such Virtual Currency. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY HAS NO CASH VALUE AND THAT NEITHER BOOKME NORANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL CURRENCY FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT,IF YOUR BOOKME ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IFYOUR RIGHT TO ACCESS The BOOKME PRODUCT IS TERMINATED, THE VIRTUAL CURRENCY AND YOUR BOOKME ACCOUNT SHALL HAVE NO VALUE.

7.2Virtual Currency Fees

We reserve the right to charge fees for the right to access or use VirtualCurrency, and/or may distribute Virtual Currency without charge, in our sole discretion. You acknowledge and agree that we may revise or take action that impacts the perceived value of, or pricing for, any Virtual Currency at anytime except to the extent that we agree otherwise in writing. Virtual Currency will expire after 24 months of non-use of your BookMe Account.

7.3Managing Your Virtual Currency. All purchases of Virtual Currency are final and under no circumstances will be refundable, transferable or exchangeable

By purchasing Virtual Currency, you are confirming that you want the VirtualCurrency immediately credited to your BookMe Account and that by doing so you lose any cancellation rights under applicable laws.

We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency as we see fit in our sole discretion, and we shall have no liability to you or anyone else for the exercise of such rights. For example, Virtual Currency will be lost, deleted from your BookMe Account or forfeited when/if your BookMe Account is terminated, suspended or closed for any reason or when we discontinue any or all of the BookMe Product, including without limitation any services provided or offered through third party platforms.

We reserve the right, in our sole discretion, to make all calculations regarding the balance of Virtual Currency in your BookMe Account. We further reserve the right, in our sole discretion, to determine the amount of Virtual Currency that is credited and debited from your BookMe Account in connection with your use of the BookMe Product. While we strive to make all such calculations on a consistent and reasonable basis, you hereby acknowledge and agree that our determination of the amount of Virtual Currency in your BookMe Account is final, unless you can provide documentation to us that such calculation was or is intentionally incorrect.

7.4Transfers of Virtual Currency; Unauthorized Transactions

Any unauthorized transferring, trading, selling or exchanging of any VirtualCurrency or BookMe Accounts (“Unauthorized Transactions“) with anyone, including with other users of the BookMe Product, is not sanctioned by us and is strictly forbidden. All Members who participate in such activities do so at their own risk and hereby agree to indemnify BookMe against any and all consequences resulting from such actions. You acknowledge that BookMe may stop, suspend, terminate, discontinue or reverse any Unauthorized Transactions when BookMe suspects or has evidence of fraud, violations of these BookMe Terms, violations of any other applicable law or regulation or any intentional act designed to interfere at all with the normal operation of the Services. You further agree that BookMe may, in BookMe’s sole discretion, reverse any transaction if such reversal is in BookMe’s best interest, or may debit your balance of VirtualCurrency, including without limitation, taking actions, which may cause your balance to be zero and/or a negative amount. BookMe may, in BookMe’s sole discretion, terminate, suspend or modify your BookMe Account if you engage or assist in any Unauthorized Transactions. Verification of certain information applicable to a transaction involving Virtual Currency may be required prior to our acceptance thereof. In addition, as a condition to receiving certainVirtual Currency or other awards for participating in promotions, give aways, contests or sweepstakes, you may be required to provide additional information about yourself in our marketing materials. You acknowledge and agree that BookMe shall have no liability for the use or loss of such information and/or VirtualCurrency due to any unauthorized third party activity, such as hacking, phishing, password mining, social engineering and/or any other unauthorized third party or other user’s activity. BookMe may replace such lost VirtualCurrency under certain circumstances, at BookMe’s sole discretion on a case-by-case basis, without incurring any obligation or liability. You may be required to provide the BookMe or our designated representative with your credit card number or other billing information, and related information, in order to purchase Virtual Currency. BookMe may also provide you with the option of participating in third party offers to receive Virtual Currency.

7.5Purchasing Virtual Currency

You may pay for Virtual Currency by using the BookMe Product or any alternate billing and payment provider (such as iTunes and Google Checkout) identified on the BookMe Product. We will not supply any products or services to you until the alternative billing and payment provider has authorized the use of your credit card or other applicable method for payment. If you use the services of an alternate billing and payment provider, you will be bound by that third party provider’s terms and conditions, which are available from such provider.You may be required to create an account with such alternate provider, and to provide such provider with your bank account or credit or debit card details.

8.Ownership

All content made available through BookMe Platform is either owned by BookMe or BookMe’s licensors, or is licensed to BookMe and BookMe’s licensors pursuant to Section10 (Member Content). As between you and BookMe, you own your Member Content. We own the BookMe Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the BookMe Platform excluding Member Content.As between you and BookMe, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world associated with the BookMe Content and the BookMe Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the BookMe Platform and the BookMe Content are retained by BookMe.

9.License Grant

Subject to and conditioned on compliance with these BookMe Terms, BookMe hereby grants you a limited, personal, non-exclusive, non-transferable, non-sub licensable, term in a table license to access and use the BookMe Platform. Except as expressly set forth in these BookMe Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole orin part, the BookMe Content, other Members’ Member Content and the BookMePlatform without BookMe’s or our licensors’ express prior written permission.

The licenses granted to you are conditioned upon your proper conduct and compliance with these BookMe Terms at all times, as judged by BookMe in BookMe’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the BookMe Platform.

10.Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the BookMe Platform, you hereby grant to BookMe a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and other wise exploit such Member Content on, through, by means of, or to promote or market the BookMe Platform. BookMe does not claim any ownership rights in any MemberContent.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the BookMe Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all MemberContent that you make available through the BookMe Platform or through BookMe promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to BookMe the rights in such Member Content, as contemplated under these BookMe Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your MemberContent or BookMe’s use of your Member Content (or any portion thereof) on, through or by means of the BookMe Platform or BookMe promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

If you are a Service Provider, you may share your Member Content with your FinalCustomers.

BookMe respects copyright law and expects its Members to do the same. If you believe that any content on the BookMe Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.

11.Restrictions

We are under no obligation to enforce the BookMe Terms on your behalf against another Member. While we encourage you to let us know if you believe anotherMember has violated the BookMe Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

11.1Improper Use

You agree not to, and will not assist, encourage, or enable others to use the BookMePlatform to:

  1. Violate     any third party’s rights, including any breach of confidentiality, or any     infringement of copyright, trademark, patent, trade secret, moral right,     privacy right, right of publicity or any other intellectual property or     proprietary right;
  2. Upload     any content that is indecent, libelous, defamatory, obscene, invasive of     privacy or publicity rights, abusive, illegal or otherwise objectionable;
  3. Solicit     personal information from minors, or submit or transmit pornography;
  4. Threaten,     stalk, harm, or harass others, or promote bigotry or discrimination;
  5. Promote     a business or other commercial venture or event, or otherwise use the BookMe     Platform for commercial purposes, except as expressly permitted by BookMe     or contemplated by these BookMe Terms;
  6. Send     bulk emails, surveys, or other mass messaging, whether commercial in     nature or not; engage in keyword spamming, or otherwise attempt to     manipulate the BookMe Platform’s search results or the search results of     any third-party website; or
  7. Violate     any applicable law.

11.2Additional Restrictions

You also agree not to, and will not assist, encourage, or enable others to:

  1. Violate     these BookMe Terms;
  2. Modify,     adapt, appropriate, reproduce, distribute, translate, create derivative     works or adaptations of, publicly display, sell, trade or in any way     exploit the BookMe Platform, any BookMe Content or other Members’ Member     Content, except as expressly authorized by us;
  3. Use any     robot, spider, site search/retrieval application or other automated     device, process or means to access, retrieve, scrape or index any portion     of the BookMe Platform, any BookMe Content or other Members’ Member     Content;
  4. Reverse     engineer any portion of the BookMe Platform;
  5. Remove     or modify any copyright, trademark or other proprietary rights notice that     appears on any portion of the BookMe Platform or on any materials printed     or copied from the BookMe Platform;
  6. Record,     process or mine information about other Members;
  7. Access     the BookMe Platform by means other than through the public interfaces we     provide to you;
  8. Reformat     or frame any portion of the BookMe Platform;
  9. Take     any action that imposes, or may impose, an unreasonable or     disproportionately large load on our technology infrastructure or     otherwise make excessive traffic demands of the BookMe Platform, as     determined by BookMe in BookMe’s sole discretion;
  10. Attempt     to gain unauthorized access to the BookMe Platform, BookMe Accounts,     computer systems or networks connected to the BookMe Platform through     hacking, password mining or any other means;
  11. Use the     BookMe Platform, any BookMe Content or other Members’ Member Content to     transmit any computer viruses, worms, defects, Trojan horses or any other     computer code, files or programs designated to interrupt, destroy or limit     the functionality of the BookMe Platform;
  12. Use any     device, software or routine that interferes with the proper working of the     BookMe Platform or otherwise attempt to interfere with the proper working     of the BookMe Platform;
  13. Use the     BookMe Platform to violate the security of any computer network, crack     passwords or security encryption codes; disrupt or interfere with the     security of, or otherwise cause harm to, the BookMe Platform, any BookMe     Content or other Members’ Member Content;
  14. Remove,     circumvent, disable, damage or otherwise interfere with any     security-related features of the BookMe Platform, features that prevent or     restrict the use or copying of any BookMe Content, or other Members’     Member Content or features that enforce limitations on the use of the BookMe     Platform;
  15. Authorize     any third party to use BookMe Platforms, including but not limited to     Services, through your BookMe Account, or schedule any Services on behalf     of any individuals other than yourself, except that the Company authorizes     its Employee to use BookMe Platforms, and schedule the Services on behalf     of its Employees;
  16. Schedule     and/or provide for any Service Provider Service outside of the BookMe     Platform;
  17. Make,     accept, or receive any payment in connection with the Service Provider     Service outside of the BookMe Platform; or
  18. Solicit     and/or recruit BookMe Members to work or study on other software or     language learning platforms.

The restrictions above only apply to the extent permissible under applicable law.Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, BookMe reserves the right to determine what conduct BookMe considers to be in violation of these BookMeTerms or otherwise outside the intent or spirit of the BookMe Platform. BookMe reserves the right to take action as a result of any such violation, which may include terminating your BookMe Account and prohibiting you from using the BookMePlatform in whole or in part.

12.Links

TheBookMe Platform may contain links to third-party websites or resources. You acknowledge and agree that BookMe is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by BookMe of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

13.Enforcement of BookMe Terms of Service

We may suspend or cancel your BookMe Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of theseBookMe Terms, or violated our rights or those of a third-party in connection with your use of the BookMe Platform. Without limiting BookMe’s other remedies, we will suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these BookMe Terms or any other written policies and procedures posted on the BookMe Platform, including but not limited to BookMePolicies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for BookMe.

Once suspended or terminated, you may not continue to use the BookMe Platform under a different BookMe Account or re-register under a new BookMe Account. This includes usage of any associated Payment Services. In addition, violations of these BookMe Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the BookMe Platform or otherwise reduce service fees owed or paid to BookMe under these BookMe Terms, you will be liable to BookMe for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your BookMeAccount. BookMe reserves the right to terminate any Member or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files and other material you store at theBookMe Platform.

14.Disclaimers

THE BOOKME PLATFORM PROVIDED BY BOOKME AND THE SERVICES PROVIDED BY BOOKME, ANY OFOUR LICENSORS OR SERVICE PROVIDERS ARE PROVIDED ON AN “AS IS,” AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND “WITH ALL FAULTS“, WITH THE EXPRESS UNDERSTANDING THAT BOOKME MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. BOOKME EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE BOOKME PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WEMAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED,AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE BOOKME PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN ADDITION, NOTWITHSTANDING ANY FEATURE A FINAL CUSTOMER MAY USE TO SELECT AS ERVICE PROVIDER, EACH FINAL CUSTOMER IS RESPONSIBLE FOR SELECTING THEIR SERVICE PROVIDER AND NEGOTIATING A CONTRACT AND BOOKME DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A FINAL CUSTOMER ONTHE BOOKME PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR SERVICE PROVIDER. BOOKME DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY SERVICE PROVIDER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.

15.Limitation of Liability

INNO EVENT SHALL BOOKME, OUR LICENSORS OR THE SERVICE PROVIDERS BE LIABLE TO YOUOR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE BOOKME TERMS, INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FORTHE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU

NOT WITH STANDING ANY OTHER PROVISION OF THESE BOOKME TERMS, IN NO EVENT WILL OUR LIABILITY TOYOU FOR ANY ACTION OR CLAIM RELATED TO THE BOOKME PLATFORM PROVIDED UNDER THESE BOOKME TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

16.Indemnification

You agree to indemnify, defend and hold BookMe harmless, including against all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the BookMePlatform, (ii) your decision to submit postings and accept offers from otherMember, (iii) any breach of contract or other claims made by Members with which you conducted business through the BookMe Platform, (iv) your violation of these BookMe Terms, (v) any products or services purchased or obtained by you in connection with the BookMe Platform, (vi) any liability arising from the tax treatment of payments to Service Providers, (vii) any negligent or intentional wrong doing committed by you on or through the BookMe Platform, (viii) any infringement by you, or any third party using your BookMe Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Service Provider or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as aService Provider or to a Service Provider. BookMe reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BookMe and you agree to cooperate with BookMe’s defense of these claims. You agree not to settle any such matter without the prior written consent of BookMe. BookMe will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.

17.Suspension, Termination or Cancellation

17.1Termination By You

You may terminate these BookMe Terms at any time by closing your BookMe Account, discontinuing your use of the BookMe Platform and deleting the Applications from your device. You have the right to cancel your BookMe Account at any time.

17.2Termination by BookMe

We may suspend, cancel or terminate your BookMe Account, suspend your ability to use certain portions of the BookMe Platform, freeze or confiscate your BookMeCredits (as defined in the Payment Policy) and/or ban you altogether from the BookMePlatform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you, a related person, or your Employee (to the extent you are a Company) has engaged in any of the restricted conduct described in Section 11 (Restrictions) or other wise violated or may have violated these BookMe Terms and/or any BookMe Policies, or(b) your BookMe Account and use of the BookMe Platform have been inactive for more than twelve (12) months. To the extent that you violate these BookMe Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the BookMe Platform. We are under no obligation to compensate you for any such losses.

We reserve the right to stop making available any one or more of the BookMePlatform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you.Your license to the BookMe Platform automatically ends when we terminate access to such BookMe Platform. Any such action could prevent you from accessing your BookMeAccount, the BookMe Platform, any BookMe Content, or any other related information.

17.3Survival

In the event of any termination of these BookMe Terms, whether by you or BookMe, the following Sections will continue in full force and effect: Section 8(Ownership), Section 10 (Member Content), including but not limited to BookMe’s right to use your Member Content, Section 11 (Restrictions), Section 12(Links), Section 13 (Enforcement of BookMe Terms of Service), Section 14(Disclaimers), Section 15 (Limitation of Liability), Section 16(Indemnification), Section 17 (Suspension, Termination or Cancellation), Section18 (Entire Agreement), Section 19 (Assignment), Section 20 (Notices), Section21 (Governing Law and Jurisdiction), Section 21 (Dispute Resolution), Section23 (Feedback) and Section 24 (General).

18.Entire Agreement

Except as they may be supplemented by additional BookMe policies, guidelines, standards, or terms for a specific product, feature, service or offering, theseBookMe Terms together with the BookMe Policies constitute the entire and exclusive understanding and agreement between BookMe and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between BookMe and you in relation to your access to and use of the BookMe Platform.

19.Assignment

You may not assign or transfer these BookMe Terms, or any rights or obligations hereunder, by operation of law or otherwise, without BookMe’s prior written consent. Any attempt by you to assign or transfer these BookMe Terms without such consent will be null and of no effect. BookMe may assign or transfer theseBookMe Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these BookMe Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

20.Notices

Unless you otherwise indicate in writing to customer service in accordance withSection 25 (Contacting Customer Service), BookMe will communicate with you by email or by posting communications on the BookMe Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when BookMe sends the communication to the email address you have provided to BookMe on the BookMe Platform, or when BookMe posts such communication on the BookMe Platform. You must keep your email address updated on the BookMe Platform, and you must regularly check the BookMe Platform for postings. If you fail to respond to an email message from BookMe regarding violation, dispute or complaint within two business days, BookMe will have the right to terminate or suspend your BookMe Account.

All notices to BookMe intended to have a legal effect concerning these BookMe Terms must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

  1. For     Members that access and use of the BookMe Product:

BookMeHK Limited.

Av.Mario Pani 400 Piso 1

SantaFe Cuajimalpa

MéxicoCity, México

Such notices to BookMe are deemed effective upon receipt.

21.Governing Law

21.1For Residents Outside of the United States

Except as otherwise specified in Section 21.2 below, any claims arising out of the BookMePlatform or these BookMe Terms will be subject to the laws of Hong Kong, without reference to conflict of laws principles.

21.2For Residents in the United States

Any claims arising out of the BookMe Platform or these BookMe Terms that are brought in the United States will be subject to the laws of the State ofCalifornia without reference to conflict of laws principles.

22.Dispute Resolution; Binding Arbitration and Class Action Waiver

READ THIS SECTION 22 CAREFULLY. THIS SECTION 22 MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

22.1Informal Dispute Resolution

Our customer service department is available as noted in Section 25 (ContactingCustomer Service) to address any concerns, disputes, claims or controversies you may have regarding the BookMe Platform, these BookMe Terms or the relationship between you and BookMe (collectively, “Disputes“). MostDisputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

22.2Dispute Resolution for Residents outside of the United States

In the event that the parties do not agree upon a resolution in connection with aDispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 23.1 (Initial DisputeResolution), except as otherwise specified in Section 23.3 (Dispute Resolution for Residents in the United States) below, you and BookMe expressly agree that any claim or action arising out of or relating to BookMe Platform or these BookMeTerms shall be submitted by any party to be finally resolved by arbitration by written notice to the other party. The arbitration shall be conduced in HongKong under the auspices of the Hong Kong International Arbitration Center (“HKIAC“).The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted inEnglish. The arbitration tribunal shall apply the arbitration rules of theHKIAC in effect at the time of the arbitration.;

22.3Dispute Resolution for Residents in the United States

If you are domiciled in and/or use the BookMe Platform in the United States, thisSection 22.3 applies to you.

  1. Agreement     to Arbitrate. If the parties do not agree upon a resolution in connection     with a Dispute within a period of thirty (30) calendar days from the time     informal dispute resolution is initiated pursuant to Section 22.1 (Initial     Dispute Resolution), then either party may initiate binding arbitration as     the sole means to formally resolve claims (the “Agreement to Arbitrate“),     subject to the terms set forth below. Specifically, all Disputes shall be     finally settled by binding arbitration administered by the American     Arbitration Association (the “AAA“). The arbitration proceedings     shall be governed by AAA’s Commercial Arbitration Rules (the “AAA Rules“)     and, where appropriate, AAA’s Supplementary Procedures for Resolution of     Consumer-Related Disputes (the “AAA Consumer Rules“). This     arbitration provision is made pursuant to a transaction involving     interstate commerce, and the Federal Arbitration Act shall apply to the     interpretation, applicability, enforceability and formation of these BookMe     Terms notwithstanding any other choice of law provision contained in these     BookMe Terms. The arbitrator, and not any federal, state or local court or     agency, shall have exclusive authority to resolve all disputes arising out     of or relating to the interpretation, applicability, enforceability or     formation of these BookMe Terms, including without limitation any claim     that all or any party of these BookMe Terms are void or voidable, or     whether a claim is subject to arbitration. The arbitrator shall be     empowered to grant whatever relief would be available in a court under law     or in equity. The arbitrator’s award shall be binding on the parties and     may be entered as a judgment in any court of competent jurisdiction.

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrat or must follow applicable law, and any award may be challenged if the arbitrat or fails to do so.

TheAAA Rules and the AAA Consumer Rules are both available at the AAA websitewww.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAAConsumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited inarbitration than in court.

  1. Location.     The arbitration will take place at any reasonable location within the     United States convenient for you.
  2. Class     Action Waiver. The parties further agree that any arbitration shall be     conducted in their individual capacities only and not as a class action or     other representative action, and the parties expressly waive their right     to file a class action or seek relief on a class basis. YOU AND BOOKME     AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR BOOKME’S     INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY     PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator     determines that the class action waiver set forth in this subsection is     void or unenforceable for any reason or that an arbitration can proceed on     a class basis, then the arbitration provision set forth above shall be     deemed null and void in its entirety and the parties shall be deemed to     have not agreed to arbitrate Disputes.
  3. Exception     – Litigation of Intellectual Property and Small Claims Court Claims.     Notwithstanding the parties’ decision to resolve all Disputes through     arbitration, either party may bring an action in state or federal court     that only asserts claims for patent infringement or invalidity, copyright     infringement, moral rights violations, trademark infringement and/or trade     secret misappropriation, but not, for clarity, claims related to the     license granted to you for the BookMe Platform under this Agreement.     Either party may also seek relief in a small claims court for disputes or     claims within the scope of that court’s jurisdiction.
  4. 30 Day     Right to Opt Out. You have the right to opt-out and not be bound by the     arbitration and class action waiver provisions set forth in Section     22.3(i) (Agreement to Arbitrate), Section 22.3(ii) (Location) and Section     22.3(iii) (Class Action Waiver) above by sending written notice of your     decision to opt-out pursuant to Section 20 (Notice). The notice must be     sent within 30 days of your first access or use of the BookMe Platform;     otherwise you will be bound to arbitrate Disputes in accordance with the     terms of those Sections. If you opt-out of these arbitration provisions, BookMe     also will not be bound by such provisions.

23.Feedback

By sending us any ideas, suggestions, documents or proposals (“Feedback“),you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against BookMe and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.

24.General

The failure of BookMe to enforce any right or provision of these BookMe Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BookMe. Except as expressly set forth in these BookMe Terms, the exercise by either party of any of its remedies under these BookMe Terms will be without prejudice to its other remedies under these BookMe Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these BookMe Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these BookMe Terms will remain in full force and effect.

25.Contacting Customer Service

If you wish to report a violation of these Terms, have any questions or need assistance, please contact BookMe customer service as follows:

  1. For     Members that access and use of the BookMe Product:

OnlineSupport: https://support.bookme.ai

Email: support@bookme.ai