Terms Of Service

Master Subscription Agreement

Concluded by and between:

Guoying Zhong, address: No. 30, Hengjun Street, Baiyun District, Guangzhou City, Guangdong Province, China, hereinafter referred to as "Mipha"

and

"Client" - the legal entity or individual identified in the first Order placed under this Agreement.

Section 1: Definitions

For the purposes of this Agreement, the Parties agree on the following definitions:

  1. PRODUCT– Mipha software, whose purpose is to learn languages by watching videos. A system consisting of interrelated programs, databases, documentation, etc., including compiled code and source code.
  2. DATA - text, video, audio uploaded, downloaded, and processed by the Client's devices or software and through the Product.
  3. ORDERS - orders for a specific subscription placed by the Client by an online form, describing the subscription plan for the Product.

Section 2: Subject of the Agreement

  1. The subject matter of the Agreement is to establish the terms and conditions under which the Client shall acquire access to the Product.
  2. Detailed scope of the subscription will be described in Orders.
  3. In the event of any inconsistency or conflict between the terms of the Master Subscription Agreement and the terms of any Order, the terms of the Master Subscription Agreement shall prevail.
  4. Mipha will make the Product available to the Client pursuant to this Agreement and the applicable Orders. Mipha will use commercially reasonable efforts to make the Product available twenty-four hours a day, seven days a week, except during:
  5. a planned downtime (of which Mipha will give advance notice by e-mail delivered to the e-mail address provided by the Client upon concluding this Agreement); or
  6. Force Majeure events. 
  7. The Parties agree that Mipha may modify the features and functionalities of the Product anytime. Mipha will not materially decrease the overall features and functionalities of the Product during the subscription term.

Section 3: Terms of use of the Product

  1. Access to use of the Product is restricted to a specified number of devices that are permitted to be used under Client's subscription, as detailed in an Order.
  2. Logins cannot be shared or used by more than one individual per account but may be reassigned to new individuals replacing former individuals.
  3. The Client is responsible for maintaining the confidentiality of all logins.
  4. The Client shall not use the Product by circumventing the applicable subscription plan. Mipha reserves the right to charge the Client for any overuse of the Product in violation of this Agreement or the subscription plan.
  5. The Client agrees not to:
    • modify, adapt, or hack the Product or otherwise attempt to gain unauthorized access to the Product;
    • attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Product.
  6. A high-speed Internet connection is required for proper use of the Product. The Client is responsible for procuring and maintaining the network connections to the Product.
  7. The Client shall not license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Product to any third party. The subscription for the use of the Product is intended for Client's internal use only.

Section 4: Term of the Agreement

  1. This Agreement is concluded for an indefinite period and may be terminated by either Party with a one-month notice delivered to the other Party in electronic form. Despite the termination, the Agreement shall apply to all Orders executed thereunder until their expiration or termination, unless the Parties agree otherwise in electronic form.
  2. This Agreement may be terminated by Mipha in electronic form, without notice, should the Client be late with any payments under this Agreement or an Order, after setting an additional period of at least 7 days for payment.
  3. Either Party may terminate this Agreement for cause with immediate effect upon notice of a material breach of this Agreement or an Order delivered to the other Party by e-mail if such breach remains uncured within 7 days from the date of receipt of such notice.
  4. In the event of termination of the Agreement for the reasons indicated in 4. 2 and 4.3, upon termination of the Agreement, all Orders executed thereunder shall also terminate.

Section 5: Subscription Plans and Orders

  1. Mipha may offer subscription of the Product under the following models of subscription plans:
    • indefinite subscription plan;
    • pay-per-use model; 
    • a hybrid model combining models mentioned in 5.1.1-2.
  2. The subscription plan will be agreed upon by the Parties in an Order that shall specify at least:
    • The amount of user accounts acquired by the Client,
    • Applicable fees
    • Description of the subscription plan agreed by the Parties.
  3. Orders shall be concluded as a result of negotiations between the Parties or placed through an online form. An order shall be deemed to have been placed upon the agreement of both Parties in its scope in electronic form.
  4. Unless the Client's subscription plan is terminated in accordance with this Agreement or the applicable Order:
    • the subscription will renew for a subscription term equivalent in length to the expiring subscription term; and
    • the subscription fees applicable to the expiring subscription term shall apply to the new term.
  5. Either Party may terminate the subscription, effective at the end of the then-current subscription term by providing a notice delivered by e-mail to the other Party, no less than seven days prior to the end of such subscription term.
  6. The Client must pay any unpaid fees covering the remainder of the subscription term pursuant to all applicable Orders if Mipha terminates this Agreement due to Client's material breach in accordance with this Section.
  7. Except for Client's termination for cause, due to Mipha's material breach under this Section 5 or termination of the whole Agreement under Section 4, no refunds will be provided if the Client terminates a subscription prior to the end of a subscription term. Notwithstanding the foregoing, the Client is eligible to request a refund if the subscription is canceled within 7 days of the initial purchase or any subsequent renewal date. To initiate a refund, the Client must send a request by e-mail, providing the corresponding payment receipt or Order reference ID. Mipha will process eligible refunds within 10 business days. The Client acknowledges that the final refund amount may be subject to deductions for any non-refundable transaction fees charged by third-party payment processors; therefore, a full refund is not guaranteed. The actual time for the refund to be credited to the Client's account is dependent on the Client's bank or financial institution.
  8. Upon Client's request delivered by e-mail, Mipha will make Client's data contained in the Product available to the Client for export or download for thirty days after the effective date of termination of the Agreement or Order, unless the Agreement or Order has been terminated due to Client's breach of the Agreement or Order. Thereafter, Mipha will have no obligation to maintain or provide any Data and such Data will be deleted unless prohibited by law or legal order.
  9. The Client is not entitled to downgrade the subscription plan or reduce the number of accounts during any subscription term.

Section 6: Billing and payment

  1. The Client shall pay to Mipha the subscription fees in the amount specified and according to the model determined in the Order.
  2. The fees shall be payable upfront, within 14 days after delivery of the invoice by Mipha to the Client, to the bank account indicated on the invoice or by card payment upon placing the Order.
  3. Mipha will deliver invoices to the Client by e-mail.
  4. All amounts indicated in an Order are net amounts, which will be increased by VAT, if applicable.
  5. The date of payment shall be the date on which the fee is credited to Mipha's bank account.

Section 7: Confidentiality

  1. "Confidential Information" means information that is disclosed to a Party ("Receiving Party") by the other Party ("Disclosing Party") in any manner, whether orally, visually or in a tangible form (including without limitation documents, products, devices or computer readable media) and all copies thereof. Confidential Information does not include information received from a Party which the Receiving Party can clearly establish by written evidence;
    • is or becomes generally known to the public through no act or omission of the Receiving Party;
    • was known to the Receiving Party prior to receipt under this agreement;
    • is independently developed by the Receiving Party without use of the Confidential Information;
    • is required to be disclosed by court order or other legal process (provided that the Receiving Party uses reasonable efforts to provide reasonable notice to the Disclosing Party prior to such disclosure).
  2. Unless otherwise expressly stated herein, the Receiving Party shall not disclose, provide or make available any of Disclosing Party's Confidential Information in any form to any third party, except employees or consultants of the Receiving Party whose access is necessary to enable that Party to accomplish its obligations and exercise its rights under this agreement. The Receiving Party shall take all reasonable steps to maintain the confidentiality of the Disclosing Party's Confidential Information and to treat such information with at least same degree of care to avoid disclosure to any third party, as is used with respect to Receiving Party's own information of similar nature and like importance. The Receiving Party shall not remove any proprietary, copyright, trade secret and warning legends or notices from any products or other Confidential Information of the Disclosing Party.
  3. The obligations arising from this section 7 shall bind the Parties for an indefinite period of time.

Section 8: Data Protection

Data protection rules constitute Schedules No. 1 to this Agreement.

In case where for the implementation of particular Order it will be necessary to entrust the processing of personal data by the Client to Mipha, the Parties shall sign separate Data Processing Agreement.

Section 9: Intellectual Property Rights

  1. Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The rights granted to the Client do not convey any additional rights in the Product or in any Intellectual Property Rights of Mipha associated therewith. Subject only to limited rights to access and use the Product as expressly stated herein, all rights, title and interest in and to the Product, including all related Intellectual Property Rights, will remain with Mipha and belong exclusively to Mipha.
  2. Mipha shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Product or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding the Product that has been received from the Client.
  3. The Client shall retain ownership rights, including all Intellectual Property Rights, to all Data processed by using the Product.

Section 10: Warranties, disclaimers and limitation of liability

  1. Each Party represents and warrants to the other that:
    • this Agreement has been duly executed.
    • no authorization or approval from any third party is required in connection with such Party's execution, delivery or performance of this Agreement;
    • the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
  2. Unless explicitly stated otherwise the Product, including all server and network components, is provided "as is" and "as available" basis, without any warranties of any kind to the fullest extent permitted by law. Any and all warranties, both expressed or implied are expressly disclaimed, including warranties regarding fitness for purpose. Mipha does not warrant that the Product will be operating uninterrupted, timely, error free or free of viruses or other malicious software, but will make reasonable effort to ensure it.
  3. The Client has been informed that should Data not be stored in Client's devices, it will not be stored directly by Mipha, but at a third-party dedicated server provider (server storage for rent, cloud servers, etc.), and therefore Mipha is not responsible for any damage to the data supplied to the Software (databases).
  4. Mipha shall not be liable for direct or indirect damages, lost profits, lost sales, or business, lost data, business interruption, loss of goodwill or any other type oI f indirect, incidental special, exemplary, consequential damages related to the use of the Product or related to the inability to use it.
  5. Client's claims, if any, are limited to the total amount of fees paid for to Mipha under the relevant Order.
  6. Mipha does not make any additional warranties or assurances over and above the statements explicitly indicated in the Agreement.
  7. The Parties agree that the Product provided by Mipha does not include hosting services, and that such services will be provided by third parties (if necessary). Emergency response time, guaranteed service availability or backup system depends on the terms and conditions of these service providers. Mipha shall not be liable for the services provided by third party service providers referred to in the preceding sentence.

Section 11: Final provisions

  1. The Client agrees that the rights and obligations resulting from this Agreement and its Schedules No. 1 might be transferred by Mipha without any additional consent to any company whose major shareholder is Guoying Zhong.
  2. If any term in this Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.
  3. The Parties undertake to amicably resolve disputes arising from the Agreement through negotiations. Should such negotiations not be effective, disputes arising from the Agreement will be resolved by a common court with jurisdiction over the seat of Mipha.
  4. Following schedules are part of this Agreement:
    • Schedule No. 1 Information regarding the processing of personal data of persons entitled to Client's representation

Schedule No. 1 to the Master Subscription Agreement

Information regarding the processing of personal data of persons entitled to Client's representation (member of the board, attorney, proxy) and its employees, coworkers and persons appointed for the contact on behalf of the Client in connection with conclusion and performance of the Master Subscription Agreement.

  1. The information clause presented below is intended for those Client's representatives that participate in the process of conclusion of the MSA and Orders, and constitutes the fulfilment of Mipha obligation under article 13 of the GDPR towards these persons.
  2. The information clause contained in the hereby Schedule No. 1 is also intended for employees, associates and contact persons acting on Client's behalf, whose personal data has not been provided to Mipha directly by the indicated persons, but by the Client. The information clause is the fulfillment of the Mipha obligation under Art. 14 of the GDPR towards employees, associates and contact persons in connection with the implementation of the MSA and individual Orders, subject to point 3.
  3. The Client undertakes immediately after obtaining personal data, but no later than within the time limit indicated in art. 14 sec. 3 GDPR, to provide the persons indicated in point 2 with the information clause.
  4. The Client undertakes to document the fulfillment of the obligation referred to in point 3 and to prove the fact of its fulfillment at the request of Mipha.
  5. The Client shall compensate Mipha for all damages, including administrative fines imposed, incurred as a result of breach of the obligations indicated in points 3 and 4 above, upon the Mipha's first reasonable request.

Personal Data Controller

Mipha: Guoying Zhong, address: No. 30, Hengjun Street, Baiyun District, Guangzhou City, Guangdong Province, China

Purposes and grounds for personal data processing

The purpose of the personal data processing is conclusion and performance of the Agreement with the Client (Orders included), details below:

  1. If you are a person representing the Client, the ground for the processing of your personal data is the necessity to perform the Agreement to which the data subject is a party, or to take action at the request of the data subject prior to the conclusion of the Agreement.
  2. If you are an employee, associate, a person appointed by the Client to contact in connection with the conclusion and performance of the Agreement, the ground for the processing of your data is the legally justified purpose of the Client and the Mipha consisting in the performance of the Agreement by its parties.
  3. The purpose and ground for the processing of personal data of persons representing the Client is also the fulfillment of legal obligations incumbent on Mipha, in particular in connection with the fulfillment of accounting and tax obligations.
  4. The purpose and ground for the processing of personal data of persons who are representatives of the Client is the legitimate interest of Mipha consisting in the implementation of marketing of its own services, the need to consider complaints, establishing, defending and pursuing claims, compiling reports, analyzes and statistics for the internal needs of Mipha.

Personal data categories

Mipha shall process your personal data such as your name, surname, e-mail address, telephone number, job title and any other category of data provided by you or contained in a document authorizing you to act on behalf of the Client.

Duration of the data processing

Mipha shall process your personal data for the period necessary to achieve the purposes for which they were collected, i.e. to perform the Agreement concluded between Mipha and the Client, to which this clause constitutes a schedule, for the period of its validity, and thereafter for the period resulting from the provisions of law or for the implementation of the legitimate interests of Mipha, including: to secure and assert any claims or defend against them, until the expiry of the limitation period for these claims in accordance with the currently applicable regulations. Mipha will process your personal data in an Order to fulfill legal obligations arising from, inter alia, the provisions of the Accounting Act for a period of 5 years from the beginning of the year following the financial year in which operations, transactions and proceedings were finally completed, paid off, settled or expired.

Recipients of data

Your personal data may be shared with recipients supporting Mipha activities, such as legal service providers, IT, accounting, postal and courier services, authorized employees / associates, subcontractors.

Source of data acquiring

The personal data of persons authorized to represent the client has been provided to us directly by these persons acting in the name of the Client. Personal data of persons participating in the performance of the Agreement have been made available to us by persons representing the Client.

Rights of the data subjects

You have the following rights: a) to access the personal data, b) to rectify them, c) to delete them - in cases and on the terms resulting from the GDPR, d) to restrict the processing - in cases and on the terms resulting from the GDPR, e) to data portability, f) to object, g) to withdraw consent at any time, without affecting the lawfulness of the processing of personal data, which was made on the ground of consent before the withdrawal, if the processing is based on consent, h) to submit a complaint to the authority competent for the protection of personal data (the President of the Personal Data Protection Office);

Information on the obligation or voluntary provision of personal data

Providing data is voluntary, but necessary for the conclusion and performance of the Agreement with the Client. Providing data for marketing purposes is voluntary and takes place on the ground of a consent.

Information on data processing outside the EEA

The controller may use service providers from outside the EEA area, which have not been recognized by the European Commission as ensuring an adequate level of personal data protection. The transfer of personal data in such case is carried out on the basis of standard contractual clauses adopted by the European Commission, which are subject to appropriate safeguards in the field of protection of privacy and the rights and freedoms of the persons they concern. A copy of the standard contractual clauses may be obtained from the controller.