Rihisi BUSINESS TERMS

By agreeing to an order form or any other document that incorporates Rihisi Business Terms (an

“Ordering Document”), Rihisi, Inc. (also referred to as “Rihisi”, “we” and “us”), a

corporation registered and organized under the laws of the State of Delaware with its principal

place of business at 1309 Beacon Street, Suite 300, Brookline, MA 02446, USA and the

Customer (as defined below) agree that these Rihisi Business Terms (“Business Terms”) shall

govern the relationship between the parties as to any services provided or to be provided to the

Customer as outlined in such Ordering Document.

The Ordering Document may include specific terms governing one or more of the following

services: (a) the right to access and use the Rihisi online language learning platform (the

“Platform Services“), (b) account management and support services, or (c) any other services

including language placement testing or trials, and access to Rihisi Materials as defined below,

and together with any other services provided by Rihisi, shall be defined as the “Rihisi

Business Services“.

The Ordering Document and these Business Terms, including all schedules, appendices, annexes

and addendums (if applicable), together constitute the agreement between the parties and are

referred to collectively herein as the “Agreement”. In the event of any conflict or inconsistency

between the Ordering Document and these Business Terms, the Ordering Document shall

prevail.

1. DEFINITIONS

Authorized Users – employees or contractors of the Customer (or other individuals to the extent

explicitly permitted in the Ordering Document) selected by the Customer to access and use the

Platform Services according to an applicable Ordering Document, which are students of Rihisi

Platform.

Confidential Information – any written, oral, machine-readable, or visual information disclosed

or provided by either party to the other under the Agreement that is designated as confidential at

the time of disclosure or which is of such a nature that a person exercising reasonable business

judgment would understand to be confidential or proprietary.

Customer (whether identified as “you”, “Customer”, or “Client”) – the entity that signs the

Ordering Document.

Effective Date – the earliest to occur of the effective date of the initial Ordering Document that

references these Business Terms or the date you first access or use any Platform Services.

Fees – all amounts payable for Rihisi Business Services under an applicable Ordering

Document.

Intellectual Property Rights – patents, utility models, rights to inventions, copyright and

neighboring and related rights, moral rights, trademarks and service marks, business names and

domain names, rights in get-up and trade dress, goodwill, and the right to sue for passing off or

unfair competition, rights in designs, rights in computer software, database rights, rights to use,

and protect the confidentiality of, confidential information (including know-how and trade

secrets) and all other intellectual property rights, in each case whether registered or unregistered

and including all applications and rights to apply for and be granted, renewals or extensions of,

and rights to claim priority from, such rights and all similar or equivalent rights or forms of

protection which subsist or will subsist now or in the future in any part of the world.

Rihisi Materials - proposals, presentations, reports, language assessment tests and results,

other related information, and documents that the Customer or its Authorized Users can

download, print, save, or that which are incorporated into other materials or the Rihisi Platform

and which constitute Rihisi’s Intellectual Property

Rihisi Business – Rihisi offering, specifically tailored for companies (legal entities) wishing to

provide language training as a perk to their employees or contractors.

Rihisi Business Balance – payment made by the Customer against the language learning

allowance, which is converted into credits on the Rihisi Platform, which can then be allocated

among the Authorized Users.

Rihisi Platform - website located at www.Rihisi.com and its sub-domains, related mobile

application and software.

Regulation (EU) 2016/679 – Regulation (EU) 2016/679 of the European Parliament and of the

Council of 27 April 2016 on the protection of natural persons with regard to the processing of

personal data and on the free movement of such data, and repealing Directive 95/46/EC (General

Data Protection Regulation).

2. Rihisi BUSINESS SERVICES

2.1. Platform Services. Rihisi provides access to the e-learning platform available at

www.Rihisi.com, allowing Authorized Users to connect with tutors for online

language learning. Platform Services are provided on a pre-paid, subscription basis.

You and your designated Authorized Users may access and use the Platform

Services during the Term subject to the terms of the applicable Ordering Document.

2.2. Rihisi Success Program and Business Activation Services:

2.2.1. Rihisi will provide you and your Authorized Users with the account

management and support services included under the Rihisi Success

Program or Business Activation as specified in the Ordering Document.

2.2.2. If such services are not specified on an Ordering Document, your support

shall be limited to Help Center documentation available at

https://help.Rihisi.com/en/ and Rihisi’s online support available on the

Rihisi Platform.

3. AUTHORIZED ACCESS AND USE

3.1. Authorized Users:

3.1.1. The Customer shall be entitled to designate persons as Authorized Users

up to the number of Authorized Users subscribed as stated in the Ordering

Document. Should the Customer designate additional persons as

Authorized Users beyond the number subscribed, such designation may be

deemed by Rihisi, to be confirmed by notice to the Customer, as

Customer’s subscription to such additional number of Authorized Users.

In the event of such subscription, Rihisi may charge the Customer a

corresponding additional Fee equal to the prevailing per-Authorized User

rate multiplied by the period from the date of notice hereunder until the

end of the then-current Term.

3.1.2. The number of Authorized Users subscribed as stated in the Ordering

Document may not be decreased during the subscription period.

3.1.3. Subscriptions are for named Authorized Users only and cannot be shared

or used by more than one person. The Customer may reassign Authorized

User designations at any time during the subscription period, replacing

those who no longer require the use of the Platform Services.

3.1.4. Separate credentials (e.g., user IDs and passwords) must be obtained via

the Platform Services for each Authorized User.

3.1.5. Sharing of the Authorized User credentials is not permitted.

3.2. Responsibility for the Authorized Users. The Customer shall at all times be

responsible for and expressly assumes the risks associated with the use of the Rihisi

Business Services under an Authorized User’s account (including for the payment

of Fees related to such use), provided such action was not (a) taken by Rihisi or by

a party acting under Rihisi’s direction, or (b) an action by a third party Rihisi

should reasonably have prevented.

4. TERM, TERMINATION, AND EFFECT OF TERMINATION

4.1. Term. The term of this Agreement shall commence on the Effective Date and

continue until the stated term in all Ordering Documents has expired or has been

terminated. Subscriptions to the Rihisi Business Services commence on the

subscription start date and are for a period as set forth in the applicable Ordering

Document (“Initial Term”).

4.2. Automatic Renewal. Except as otherwise expressly outlined in an Ordering

Document, upon the expiry of the Initial Term, subscriptions to the Rihisi Business

Services will automatically renew for additional periods of the same duration (each

a “Renewal Term” and collectively with the Initial Term, the “Term”), unless

either party gives the other notice of non-renewal at least 30 days prior to the end of

the then-current Term.

4.3. Termination. This Agreement may be terminated (a) by Rihisi upon 30 days prior

written notice if the Customer fails to pay the Fees pursuant to the operative

Ordering Document, or (b) by either party upon giving to the other party a 30 days

prior written notice if the other party is in material breach of the Agreement and the

breaching party fails to cure such breach prior to the end of the notice period.

4.4. Effect of Termination. In the event this Agreement is terminated due to a material

breach on Rihisi’s side, Rihisi shall refund the Customer the portion of unused

Fees related to the Rihisi Business Services not yet provided. Upon termination or

expiry of the Agreement, the obligations which by their nature are intended to

survive the termination or expiry of the Agreement shall survive.

5. FEES AND TAXES

5.1. Prepaid Services. Rihisi Business Services are provided on a prepaid basis. You

acknowledge and agree that your and your Authorized Users’ continued access to

the Rihisi Business Services is contingent upon the timely payment of Fees.

5.2. Invoicing and Payment. The first invoice under this Agreement shall be issued to

the Customer upon the signing of the Ordering Document. Thereafter, the Customer

shall be invoiced in accordance with the billing frequency and payment terms set

forth in the Ordering Document for the amount(s) outlined therein. Notwithstanding

the foregoing, invoices shall be issued in the event the Customer wishes to

designate new Authorized Users beyond the number subscribed to in the Ordering

Document.

5.3. Late Payment. If the Customer fails to timely pay the Fees, Rihisi may, without

limiting its rights and remedies: (a) suspend the Customer and its Authorized Users’

access to the Rihisi Business Services until the amounts owed are paid in full; (b)

terminate the Agreement, or (c) accelerate the payment of the Fees such that all

unpaid Fees shall be immediately payable; and (d) charge the Customer interest on

the outstanding amount at the rate of 1.5% per month or the maximum rate

permitted by law, whichever is lower. Such suspension of the access to the Rihisi

Business Services shall not release the Customer from its obligation to pay the Fees

or extend the subscription period.

5.4. Currency and Taxes. Fees are in US Dollars and exclude sales tax, use tax,

withholding tax, and VAT, where applicable.

5.5. Transactional Charges. All charges of correspondent banks are at the parties’ own

expense.

5.6. Refund. Except as otherwise expressly stated in the Ordering Document, all Fees

paid to Rihisi are nonrefundable.

6. CONFIDENTIALITY

Each party shall treat all Confidential Information received from the other party as strictly

confidential, use it exclusively for the purpose of fulfilling its undertakings as set out in the

Agreement, and shall not disclose any portion of it to any third party without obtaining the prior

written permission of the disclosing party. The receiving party shall restrict access to

Confidential Information and may only distribute it on a strictly need-to-know basis to affiliates,

employees, consultants, subcontractors, or corporate officers who have entered into

corresponding confidentiality obligations and need access to the Confidential Information for

performing obligations under the Agreement.

The party receiving Confidential Information shall not under any circumstances use a lesser

degree of care in safeguarding the Confidential Information than it uses for its own confidential

information, and upon discovery of any unauthorized disclosure of Confidential Information, it

shall immediately notify the disclosing party and use its best efforts to prevent any further

disclosure or unauthorized use thereof.

The foregoing shall not apply to any Confidential Information that: (a) is in the public domain at

the time of disclosure or later becomes part of the public domain through no fault of the

receiving party; (b) was known to the receiving party prior to disclosure by the disclosing party

without obligation of confidentiality or is independently developed by the receiving party

(without any use of Confidential Information), in each case as evidenced by the receiving party;

Confidential Information; (d) is required to be disclosed by operation of law or court order and is

not protected by any claim of privilege, provided the receiving party attempts to notify the

disclosing party prior to disclosure and any available governmental or judicial protection is

obtained by the receiving party; or (e) is required to be disclosed under a party’s contract with a

recognized stock exchange.

7. INTELLECTUAL PROPERTY

7.1. Right to access and use the Rihisi Business Services and Rihisi Materials.

Rihisi grants to the Customer a revocable, non-transferable, non-sublicensable,

non-exclusive, limited right to access and use the Rihisi Business Services and

Rihisi Materials during the Term and under the terms and conditions set forth

herein.

7.2. Ownership of Rihisi Business Services and Rihisi Materials. Except for the

limited right expressly set forth herein, Rihisi retains all Intellectual Property

Rights and all other proprietary rights related to Rihisi Business Services and

Rihisi Materials. The Customer agrees that the Rihisi Business Services and

Rihisi Materials are provided on a non-exclusive basis and that no transfer of

ownership of Intellectual Property Rights will occur. The Customer further

acknowledges and agrees that portions of the Rihisi Business Services and Rihisi

Materials, including but not limited to the source code and the specific design and

structure of individual modules or programs, constitute or contain trade secrets and

other Intellectual Property Rights of Rihisi.

7.3. Feedback. You are under no obligation to provide any suggestions, enhancements,

or requests for improvement or modification, comments, ideas, reviews,

recommendations, corrections, or other feedback regarding Rihisi Business

Services (“Feedback”). If you decide to provide Feedback to us, you hereby grant

Rihisi a worldwide, perpetual, irrevocable, royalty-free right to use, disclose, and

incorporate into the Rihisi Business Services or any future Rihisi, its affiliates, or

partners’ product or service, without Customer’s consent, at Rihisi’s sole

discretion, any such Feedback. For the avoidance of doubt, Feedback shall not be

considered Confidential Information under the Agreement.

8. DATA PROTECTION

The Customer, as an employer, hereby confirms that it collects and processes the personal data of

its Authorized Users on a legal basis. The Customer is entitled to share its Authorized User's

personal data (name and contact details) with Rihisi as necessary in order to provide the

Customer and its Authorized Users with the Rihisi Business Services.

The parties agree that, for the purposes of applicable data protection legislation, Rihisi, to the

extent it processes the personal data of the Customer’s Authorized Users, processes the personal

data as an independent data controller in its own right. Rihisi shall fulfill the relevant obligations

under applicable data protection legislation in this regard. Where the Customer is subject to

Regulation (EU) 2016/679, the personal data transfer between the parties shall be governed by

the Standard Contractual Clauses attached as Schedule 1 hereto. Where the Customer is subject

to the UK General Data Protection Regulation (Regulation (EU) 2016/679) as it has retained and

forms a part of the laws of England and Wales by virtue of section 3 of the European Union

(Withdrawal) Act 2018 and the UK Data Protection Act 2018, the International Data Transfer

Addendum to the Standard Contractual Clauses hereto shall also apply to the personal data

transfer between the parties.

Upon the activation of the Authorized User account on the Rihisi Platform by the Customer’s

employee or contractor, their personal data shall be processed and used in accordance with

Rihisi Privacy Policy.

9. LIABILITY

9.1. Warranty Disclaimer

Rihisi hereby expressly disclaims all implied warranties, conditions, and other terms, including,

without limitation, implied warranties of merchantability, satisfactory quality, non-infringement

of third-party rights, or fitness for a particular purpose. Notwithstanding anything to the contrary

contained in the Agreement, Rihisi is not responsible for results obtained from the use of Rihisi

Business Services.

9.2. Limitation of Liability

Except with respect to liability that cannot be excluded or limited by applicable laws, neither

party will have any liability for (i) indirect, incidental, special, punitive, or consequential loss or

damages; (ii) lost profits or revenue; (iii) loss from damage to business or goodwill; (iv) loss of

data; or (v) loss arising from unexpected results arising from the use of the Rihisi Business

Services, regardless of whether such party has been advised of the possibility of such losses or

damages arising

Except with respect to liability arising out of personal injury or death caused by the negligence of

a party, its employees, affiliates, or agents, in no event will the aggregate liability of each party

arising out of or related to the Agreement exceed the total amount paid by the Customer for the

Rihisi Business Services giving rise to the liability in the 12 months preceding the first incident

out of which the liability arose. The foregoing limitation will apply whether an action is in

contract or tort and regardless of the theory of liability.

Notwithstanding anything contained herein, any liability relating to the Rihisi Business Services

provided free of charge or during a free trial period will be limited to five hundred US Dollars

(USD 500.00).

9.3. Waiver of Class Action

Any claims brought by you or Rihisi must be brought in that party's individual capacity and not

as a plaintiff or class member in any purported class or representative proceeding.

10. REFERENCES

Rihisi may disclose the fact that the Customer is a customer of Rihisi to its existing and

potential customers and reference the Customer or Customer’s business in the normal course of

Rihisi’s business, subject to Rihisi’s confidentiality obligations set forth in this Agreement. The

Customer hereby agrees that Rihisi may use the Customer’s name and logo for its marketing

efforts unless and until such authorization is revoked in writing.

11. EXPORT COMPLIANCE

The Customer represents that it is not named on any U.S. government list of persons or entities

with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on

behalf of any such persons or entities, and the Customer will not (a) access or use the Rihisi

Business Services in any manner that would cause any party to violate any U.S. or international

embargo, export control law, or prohibition; (b) permit access to or use of any Rihisi Business

Services in any country where such access or use is subject to a trade embargo or prohibition, or

or services without having a valid governmental license, authority, or permission to engage in

such conduct.

12. AMENDMENTS TO THESE BUSINESS TERMS

Rihisi may suggest amendments or modifications to these Business Terms at any time by posting

a revised version on the www.Rihisi.com website. Rihisi will provide you with notice whenever

such amendments are material. Nevertheless, during the Initial Term, the relationships between

the Customer and Rihisi are subject to the then-current Terms as of the Effective Date. Within

each Renewal Term, the most current version of the Business Terms shall apply. Without limiting

the foregoing, no Customer’s purchasing document (including, but not limited to, terms of

purchase, master services agreement, order form, or purchase order) will be deemed to modify

this Agreement unless expressly pre-authorized in writing by Rihisi.

13. COUNTERPARTS AND ELECTRONIC SIGNATURES

The Agreement may be executed in any number of counterparts, all of which shall constitute one

and the same instrument, and any party hereto may execute the Agreement by signing and

delivering one or more counterparts. Each party agrees that сounterparts may be electronically

signed and delivered via facsimile, electronic mail (including pdf or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other

transmission methods, and any counterpart so delivered shall be deemed to have been duly and

validly delivered and be valid and effective for all purposes and is the same as handwritten

signatures for the purposes of validity, enforceability, and admissibility.

4. NOTICES

You hereby agree to the use of (a) electronic means to deliver any notices under the Agreement

and (b) electronic records to store information related to the Agreement or your use of the Rihisi

Business Services.

Any notice delivered to you by Rihisi under the Agreement will be delivered by email to the

email address indicated in the Ordering Document. Any notice delivered by you to Rihisi under

the Agreement will be delivered by contacting Rihisi at business.solutions@Rihisi.com.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior

agreements and understandings, whether written or oral, relating to the subject matter of this

Agreement.

16. DISPUTE RESOLUTION

If the respective dispute resulting from the Agreement cannot be settled by negotiations, then the

dispute shall be finally resolved as set forth below.

All disputes arising out of or relating to the Agreement shall be finally resolved by individual

arbitration. The arbitration will be conducted in Delaware, USA. The individual arbitration must

be before a single arbitrator conducted in the English language under the Commercial Arbitration

Rules of the American Arbitration Association (AAA).

Any arbitration under the Agreement will be between the Customer and Rihisi. To the fullest

extent permitted by applicable law, and except as expressly provided below, the Customer and

Rihisi expressly waive any entitlement to resolve disputes in court or on a class, collective or

representative basis. The parties shall appoint as sole arbitrator a person mutually agreed by the

Customer and Rihisi or, if the parties cannot agree within 30 days of either party’s request for

arbitration, such single arbitrator shall be selected by the AAA upon the request of either party.

The parties shall bear equally the cost of the arbitration except (a) to the extent prohibited by

applicable law; and (b) the prevailing party shall, to the extent permitted or required by

applicable law, be entitled to an award of reasonable attorneys' fees and costs incurred in

connection with the arbitration in such an amount as may be determined by the arbitrator.

All decisions of the arbitrator shall be final and binding on both parties and enforceable in any

court of competent jurisdiction. Notwithstanding this, application may be made to any court for a

judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, each

party shall be entitled to seek temporary injunctive relief, security or other equitable remedies

from the United States District Court for the District of Delaware or any other court of competent

jurisdiction.

17. GOVERNING LAW

The Agreement shall be governed by and construed in accordance with the laws of the State of

Delaware.

18. NON-SOLICITATION AND NON-CIRCUMVENTION

The Customer agrees that during the Term of this Agreement and for 1 year after its termination

or expiry, the Customer will not solicit, seek or offer any employment or business cooperation to

employees or consultants who were during the Term of this Agreement, employed by or

providing services to Rihisi or were involved in any form or capacity in the performance of the

Agreement.

The Customer agrees that during the Term of the Agreement and for a period of 1 year after its

termination or expiry, the Customer will not provide or accept services, solicit or seek business

in any form or capacity, in each case whether directly or indirectly, from any tutor providing

tutoring services to the Authorized Users via the Rihisi Platform, without Rihisi’s prior written

consent.

19. SEVERABILITY

If any provision of the Agreement is held to be unlawful, void, or unenforceable, such provision

will be deemed severable and shall not affect the validity and enforceability of the remaining

provisions. In that event, the parties shall replace the affected provision with an enforceable

provision that, to the greatest extent possible, approximates the intent and economic effect of the

affected provision.

20. CONTACTS

For additional information and in case you have any questions about these Business Terms,

please contact business.solutions@Rihisi.com.