Terms and Conditions of Use

PLEASE READ THESE TERMS AND CONDITIONS OF USE (“TERMS OF USE”) CAREFULLY BECAUSE THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND NeoEd Inc. and its affiliates. By accessing and using this mobile application (“App”), users (“users” or “you”) agree to be legally bound without limitation, qualification, or change and to abide by these Terms of Use, which will constitute our agreement (“Terms of Use”). THE TERMS OF USE INCLUDE PROVISIONS FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.THESE TERMS OF USE INCLUDE AN AGREEMENT TO MANDATORY INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THIS SITE, THE USE OF NEO ED INC.’ SERVICES, OR THESE TERMS OF USE TO BINDING ARBITRATION RATHER THAN PROCEEDING IN COURT. YOU MAY OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT ONLY BY FOLLOWING THE PROCEDURES BELOW. THESE TERMS ALSO INCLUDE A JURY WAIVER.

Effective Date: [02. Apr.2021]

NeoEd Inc. and its affiliates (“Neo Educate”, “us”, “we”) urge you to carefully review these Terms and Conditions of Use (“Terms of Use”) as they contain the legal terms and conditions that govern your use of and access to the App and other Apps that link to these Terms of Use (“App”).

By using the App or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, acknowledge having read our Privacy Policy, found at [https://neoeducate.com/privacy/], and represent and warrant that you are at least 13 years old. Children under the age of 13 are prohibited from using the Services or creating an Account unless they are doing so with parental consent or with the consent of a teacher, school, or district as long as the teacher, school or district can verify that said consent has been previously authorized in a verifiable manner by the parents or guardians of the minor who is providing such consent in compliance with COPPA. If we learn that we have collected personal information from a person under the age of 13 that does not comply with COPPA, we will delete that information as soon as reasonably practicable. If you believe that a child under the age of 13 has provided personally identifiable information to us without the necessary consent, please contact us as soon as possible at hello@neoeducate.com. If you do not want to agree to these Terms of Use, you must not access or use the App. Your continued access or use of the App following changes to these Terms of Use will constitute your acceptance of any changes to our Terms of Use.

1. ACCESSING AND USING OUR APP

Neo Educate reserves the right to amend, update and withdraw the App, and any service or content Neo Educate provide on the App, in our sole discretion without notice. Neo Educate will not be liable if for any reason all or any part of the App is unavailable at any time or for any period.

You may be provided with a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that any accounts you create are personal to you and agree not to provide any other person with access to your account or portions of your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared network so that others are not able to view or record your password or other personal information.

Neo Educate has the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Our App is intended for personal, non-commercial use and may not be exploited in connection with any business or commercial purpose without the prior express written permission of Neo Educate.

2. APP CONTENT AND INTELLECTUAL PROPERTY RIGHTS

The App and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Neo Educate, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to your compliance with these Terms of Use, you are granted a limited, non-exclusive, non- transferable, non-sublicensable license to access and make personal and non-commercial use of the App. The licenses granted by Neo Educate terminates if you do not comply with these Terms of Use.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the App in breach of the Terms of Use, you are prohibited from accessing the App and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the App or any content on the App is transferred to you, and all rights not expressly granted are retained by Neo Educate or its licensors or other rights holders. Any use of the App not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. You must not use, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the App unless authorized under these Terms of Use.

Neo Educate’s name, marks, logos, and all related names, logos, product and service names, designs, and slogans are trademarks of Neo Educate or its affiliates or licensors. You must not use such marks without the prior written permission of Neo Educate.

3. USER CONTENT

Neo Educate may include features on the App that allow you to share your communications, information, photos or other content (“User Content”) with us and with other users of the App. You agree you will not send, upload or transmit any User Content of any type that infringes or violates any rights of any party or violates these Terms of Use. Any User Content you post to the App will be considered non-confidential and non- proprietary. By providing any User Content on the App you grant Neo Educate a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such User Content anywhere in the world and through any media for any purpose.

You represent and warrant that:

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Neo Educate, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

Neo Educate will not be responsible or liable to any third party for the content or accuracy of any User Content you post on the App.

4. PROHIBITED USES

You may use the App only for lawful purposes and in accordance with these Terms of Use. You agree not to use the App:

Additionally, you agree not to:

5. ENFORCEMENT AND TERMINATION OF APP USE

Neo Educate has the right to remove or refuse to post any User Content for any reason in its sole discretion, including if Neo Educate believes that such User Content violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the App or the public, or could create liability for Neo Educate. In addition, Neo Educate has the right to:

Without limiting the foregoing, Neo Educate has the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the App. YOU WAIVE AND HOLD HARMLESS NEO EDUCATE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Neo Educate cannot review all material before it is posted on the App and cannot ensure prompt removal of objectionable material after it has been posted. As such, Neo Educate assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.

6. RELIANCE ON APP INFORMATION

Certain information presented on or through the App, including general health information, is made available solely for general information purposes. Neo Educate disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the App or by anyone who may be informed of any of its contents.

The App may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, aggregators, and/or reporting services. All statements expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Neo Educate, are solely the opinions and the responsibility of the person or entity providing those materials. Neo Educate is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Any general health, fitness and wellness information is not intended to be construed as or be a substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of anything on or associated with the App.

7. ONLINE PURCHASES AND TERMS AND CONDITIONS

Any purchases through the App or other transactions formed through the App will be governed by separate terms of sale.

8. THIRD PARTY LINKS

If the App contains links to other Apps and resources provided by third parties, these links are provided for your convenience only. Neo Educate has no control over the contents of those Apps or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

You understand that Neo Educate cannot and does not guarantee or warrant that files available for downloading from the internet or the App will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the App for any reconstruction of any lost data.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEO EDUCATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OUR SERVICES AND ALL INFORMATION, CONTENT, PRODUCTS, AND MATERIALS INCLUDED ON OR MADE AVAILABLE TO YOU THROUGH OUR APP ARE PROVIDED BY NEO EDUCATE ON AN “AS IS”, “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR APP IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEO EDUCATE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OUR APPS, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH OUR APP INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

10. INDEMNIFICATION.

Except to the extent prohibited by law, you agree to defend, indemnify, and hold Neo Educate, its officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions or demands, costs, liabilities, and settlements including without limitation, reasonable legal and accounting fees, arising out of your use of or activities in connection with the App or any allegation that User Content from you infringes or violates the intellectual property rights of others, or that otherwise arises out of your violation of these Terms of Use.

11. GOVERNING LAW AND VENUE

You agree to give Neo Educate an opportunity to resolve any problem, dispute or claim relating in any way to the App or any of its related applications or products/services, including any dealings with Neo Educate, our marketing and customer service agents, or the performance of any services or products offered through the App or any representations from Neo Educate (each a “Claim” and collectively “Claims”). You must send Neo Educate a written notice of the Claim by email to hello@neoeducate.com with the subject line: “Terms of Use – Dispute Notice.” You and Neo Educate each agree to negotiate your Claim in good faith. If Neo Educate cannot resolve your Claim within 60 days of receiving your notice at this address, you may pursue your Claim as explained in this section.

The Terms of Use and the provision of our services or products will be governed and interpreted pursuant to the laws of the State of New York, without reference to New York conflict of law rules. With respect to any disputes or Claims not subject to arbitration, as set forth in this section, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York City, New York

12. ARBITRATION

Please read this section carefully. It affects rights that you may otherwise have. It provides for resolution of most disputes through binding arbitration instead of court trials and class actions. This arbitration clause will survive termination of these Terms of Use.

This provision is intended to be given the broadest interpretation and application to encompass all disputes or Claims arising out of or relating to your relationship with us, including the use of the App, services and any other interactions with us. As set forth above, if we are unsuccessful in resolving your Claim following 60 days after our receipt of your written notice to the appropriate address, any dispute or Claim arising out of or relating to your relationship with us or any subsidiary, parent or affiliate company or companies (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration, except that either of us may take Claims to small claims court if they qualify for hearing by such a court.

Notwithstanding the above, you may opt out of this binding arbitration provision within 30 days after this section comes into effect (the “Opt Out Deadline”). This will be the earliest of (a) the date you first used the Site, (b) the date you first used our services or (c) the date you started a relationship with us. You may opt out of these arbitration procedures by sending us a written notice by email to hello@neoeducation.com with the subject line: “Arbitration –Opt-Out Notice”.

We must receive your opt out notice no later than 3 days after the Opt Out Deadline for it to be valid. You agree that you must pursue any Claim in arbitration or small claims court if we do not receive an opt-out notice from you, or if we receive an opt-out notice from you more than 3 days after the Opt Out Deadline.

For all Claims, whether pursued in arbitration or small claims court, it is a condition precedent that you must first send a written description of your Claim to us as set forth above to allow us an opportunity to resolve the dispute.

The arbitration of any dispute or Claim will be conducted in accordance with the rules of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this section. The AAA Rules and information about arbitration and fees are available online at www.adr.org . To the extent of any inconsistency, this section will supersede and govern over the AAA Rules.

You agree that this section evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law, and not governed by state law. Any arbitration will be held in a reasonably convenient location in the state in which you reside or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award any relief to either party that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your Claim, as well as afford public injunctive relief where such remedies are permitted and cannot be waived by applicable law.

Any arbitration will be confidential, and neither you nor us may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

We agree that we will pay all filing, administration and arbitrator fees other than the initial filing fee that you must pay to file the initial arbitration demand, and if your Claim is for less than $1,000 we will reimburse you for the filing fee if you provide a written request for reimbursement with evidence of insufficient funds to pay the fee yourself. Otherwise, each party will each bear the fees and expense of respective attorneys, experts, witnesses and preparation and presentation of evidence at the arbitration.

In addition to the above, you and us each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action, provided that, and for the avoidance of all doubt, you will be permitted to seek injunctive relief as described below. If a court or arbitrator determines in an action between you and us that this class action waiver is unenforceable, this arbitration section will be void as to you. If you opt out of the arbitration provision as specified above, this class action waiver provision will not apply to you. Neither you, nor any other customer, can be a class representative, class member, or otherwise participate in a class, consolidated or representative proceeding without having complied with the opt-out procedure set forth above.

Notwithstanding the above Terms of Use, nothing in this section will be construed to waive any right you have under applicable law to pursue a Claim for injunctive relief with the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the general public. Any such public injunctive relief Claims are preserved and will be subject to arbitration. To the extent permitted by applicable law, any determination of the extent to which your Claims qualify as seeking public injunctive relief will be heard and decided by the arbitrator. If for any reason a Claim proceeds in court rather than through arbitration, you and us each waive any right to a jury trial.

13. NO WAIVER

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under the Terms of Use shall not constitute a waiver of such right or provision.

14. MISCELLANEOUS

If any part of these Terms of Use is unlawful, void, or unenforceable, solely that part, to the minimum extent possible, will be deemed severable, and will not affect the validity or enforceability of any remaining provisions. Specific services, promotions and sections of this App may include additional terms and requirements, and those additional terms and requirements will supplement these Terms of Use with respect to the items to which they apply. Neo Educate may revise or modify this App, these Terms of Use, products, product information or pricing without notice.

15. ENFORCEMENT AND SEVERABILITY

The failure of Neo Educate to enforce any right or provision of these Terms of Use 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 Neo Educate representative. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If any term or condition in these Terms of Use is deemed invalid, void, or unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition.

16. CONTACT

The App is operated by Neo Educate located at 161 W 61 St, NY.

All notices of copyright infringement claims should be sent to hello@neoeducate.com. It is Neo Educate policy, in appropriate circumstances, to terminate repeat infringers.

All other feedback, comments, requests for technical support, and other communications related to the App should be sent to: hello@neoeducate.com.