Terms of Service | Hi Mandarin

Hi-Mandarin Terms of Service

Version 1.1 (Balanced Edition) | Effective Date: September 15, 2025

WELCOME TO HI-MANDARIN

Our Service Promise

At Hi-Mandarin, we believe in transparent, respectful partnerships with our learners. This agreement establishes the foundation for our mutual commitment to your language learning success.

Mutual Respect: We commit to providing quality instruction from certified professionals and responsive support when you need it. You commit to respectful engagement with our instructors, support team, and learning community.

Transparent Operations: We provide a 30-day advance notice for material policy changes affecting your rights or costs. You receive clear explanations of how Credits work, when refunds apply, and how to manage your learning journey.

Data Protection: We safeguard your personal information according to GDPR, CCPA, and international data protection standards. You maintain control over your learning data and can request access or deletion at any time.

Fair Dispute Resolution: We prioritize working directly with you through our support team to resolve concerns quickly and fairly, before any formal proceedings become necessary.

This Service Agreement reflects our commitment to your success while protecting both parties' interests in our learning partnership.

1. Agreement to Terms

1.1 Binding Contract

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Holy Peak Limited, a company incorporated under the laws of Hong Kong SAR ("Hi-Mandarin," "we," "us," or "our"), governing your access to and use of the Hi-Mandarin platform, including the website at hi-mandarin.com, member.hi-mandarin.com, and all related applications, services, and content (collectively, the "Service").

1.2 Acceptance of Terms

By clicking "I Agree," creating an account, accessing the Service, or using any features of the platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and all incorporated policies. If you do not agree to these Terms, please do not access or use the Service.

1.3 Capacity to Contract

You represent and warrant that: (a) you are at least 18 years of age or the age of majority in your jurisdiction; (b) you have the legal capacity to enter into binding contracts; (c) you are not prohibited by law from accessing the Service; and (d) all registration information you submit is accurate and current.

1.4 Incorporated Policies

These Terms incorporate by reference the following policies, which form an integral part of this agreement:

Hi-Mandarin Learner Policy (operational terms governing Credits, sessions, and learning journey)
Hi-Mandarin Privacy Policy (data collection, processing, and rights)
Hi-Mandarin Refund Policy (conditions for Credit refunds and returns, detailed in the Learner Policy)
Hi-Mandarin Cancellation Policy (subscription cancellation process and rights, detailed in the Learner Policy)

In the event of conflict between these Terms and incorporated policies, these Terms shall prevail to the extent of the inconsistency.

2. Definitions

For purposes of these Terms, the following definitions apply:

"Account" means your registered user profile on the Hi-Mandarin platform.

"Content" means all text, graphics, images, music, software, audio, video, information, teaching materials, and other materials accessible through the Service.

"Credits" means the in-platform prepaid tuition used to book instructional sessions, consisting of Paid Credits and Gift Credits as defined in the Learner Policy.

"Explorer Package" means the entry-level subscription package priced at USD $5 per month, providing access to core platform features.

"Group Plan" means the subscription tier allowing Group Owners to invite up to three additional users and manage shared Credits pools.

"Instructor" means certified Tutors and Teaching Assistants who provide one-on-one language learning sessions.

"Personal Plan" means the individual subscription tier activated upon Explorer Package purchase.

"Platform" means the Hi-Mandarin technical infrastructure, including websites, applications, and backend systems.

"Service" means all features, functionalities, and content provided by Hi-Mandarin through the Platform.

"Session" means scheduled one-on-one instructional interactions between Users and Instructors.

"User Content" means any content, materials, or information you submit, upload, or transmit through the Service.

3. Service Description and Modifications

3.1 Service Offering

Hi-Mandarin provides a business-focused Mandarin language learning platform combining self-directed video modules with live one-on-one instruction from certified native speakers. The Service includes but is not limited to:

Access to self-learning video modules (VOD content)
Booking and participation in live instructional sessions
Learning progress tracking and bookmarking tools
Member Center account management features
Customer support and issue resolution services

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Service for reasons including maintenance, security updates, regulatory compliance, or service improvements. For material changes affecting core functionality, we will provide reasonable advance notice through email and in-platform notifications. Emergency modifications for security or legal compliance may be implemented immediately.

3.3 Platform Availability

While we strive to provide continuous Service availability with minimal interruption, internet-based services may experience temporary disruptions due to factors including scheduled maintenance, infrastructure updates, or unforeseen technical issues. We commit to promptly communicating any significant service interruptions and working to restore full functionality as quickly as possible.

3.4 Beta Features

We may offer beta, pilot, or experimental features ("Beta Features") to gather user feedback and test new functionality. Beta Features are clearly labeled and provided on an optional basis. While we welcome your participation in testing, Beta Features may be modified or discontinued based on testing results, and we cannot guarantee their continued availability.

4. Account Registration and Security

4.1 Account Creation

To access the full benefits of the Service, you create an Account by providing accurate registration information through email registration or Single Sign-On (SSO) integration with Google, Facebook, or LinkedIn. We ask that you provide truthful, current, and complete information during registration and update this information as needed to maintain account security and communication.

4.2 Account Security: Our Shared Responsibility

Your Responsibilities:

Maintaining the confidentiality of your Account credentials
Using strong, unique passwords and enabling two-factor authentication when available
Notifying us immediately of any unauthorized use or security breach
Ensuring your login credentials are not shared with others

Our Responsibilities:

Implementing industry-standard security measures to protect your account data
Promptly investigating and responding to reported security concerns
Providing guidance for maintaining account security

We both benefit from secure accounts. Please contact us immediately at service@hi-mandarin.com if you suspect any unauthorized access.

4.3 Account Suspension and Termination

We may suspend, restrict, or terminate Account access in specific circumstances to protect our community and service integrity:

Material breach of these Terms or incorporated policies
Fraudulent, abusive, or illegal activities
Legal requirements or court orders
Extended inactivity (typically 24+ months with advance notice)
Credible security threats requiring immediate action
Repeated minor violations after warnings

Before termination for policy violations, we will typically provide notice and opportunity to address the issue, except where immediate action is necessary to prevent harm or comply with legal obligations.

4.4 Single Sign-On (SSO) Services

If you register using third-party SSO services (Google, Facebook, LinkedIn), you authorize us to access basic profile information necessary for account creation (name, email address, profile picture). You remain subject to the terms and privacy policies of such third-party services. We are not responsible for third-party authentication failures or their data handling practices, but we will assist in resolving access issues where possible.

5. Intellectual Property Rights

5.1 Platform Ownership and Licensing

The Service, Platform, and all Content (excluding User Content) are owned by Hi-Mandarin or our licensors and are protected by intellectual property laws including copyright, trademark, patent, trade secret, and other proprietary rights. We invest significantly in creating high-quality learning content and maintaining a secure, effective platform for your benefit.

5.2 Your License to Use Our Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

Access and use the Service for personal, non-commercial educational purposes
View and interact with Content through the Platform's intended functionality
Download materials expressly designated as downloadable for personal reference and study

This license continues throughout your active subscription and automatically terminates upon Account closure or any breach of these Terms.

5.3 Restrictions on Use

To protect our intellectual property and maintain service quality for all users, the following activities are prohibited:

Copying, modifying, distributing, selling, or leasing any part of the Service or Content for commercial purposes
Reverse engineering, decompiling, or disassembling any software comprising the Platform
Removing, altering, or obscuring copyright notices, trademarks, or proprietary rights notices
Using the Service to create derivative works or competitive products
Extracting Content through automated means (scraping, bots, crawlers) without written authorization
Framing, mirroring, or replicating any portion of the Service on other websites

If you have questions about permissible uses or would like to discuss licensing opportunities, please contact legal@hi-mandarin.com.

5.4 User Content License: Our Mutual Understanding

By submitting User Content to the Service (including notes, bookmarks, feedback, or communications), you grant Hi-Mandarin a worldwide, royalty-free, non-exclusive, sublicensable license to use such content solely for purposes of:

Operating, maintaining, and improving the Service
Providing customer support and resolving disputes
Conducting quality assurance and instructor training
Creating anonymized research and platform analytics

Important Clarifications:

We will never sell your personal User Content to third parties
Your learning notes and bookmarks remain private unless you choose to share them
Anonymized usage data helps us improve the platform for all learners
You retain ownership of all User Content you create

You represent and warrant that you own or have necessary rights to all User Content you submit and that such content does not violate third-party rights or applicable laws.

5.5 Trademark Rights

"Hi-Mandarin," the Hi-Mandarin logo, and other marks used on the Service are trademarks or registered trademarks of Holy Peak Limited. These marks represent our brand and quality standards. You may not use these marks without prior written authorization. All other trademarks appearing on the Service are the property of their respective owners.

6. Video Session Recording and Consent

6.1 Recording Notice and Purpose

All one-on-one Sessions conducted through the Platform are recorded. By using the Service and participating in live instructional sessions, you consent to the recording of your video and audio during Sessions.

Why We Record:

Quality assurance and continuous improvement of instructional methods
Instructor performance evaluation and training
Customer service dispute resolution and issue investigation
Platform improvement and user experience optimization

You will receive clear notification at the beginning of each Session that recording is in progress, and you may choose not to proceed if you do not wish to be recorded.

6.2 Recording Usage and Protection

What We May Do With Recordings:

Store recordings on secure cloud infrastructure (AWS S3) with encryption
Review recordings for quality control and internal training purposes
Access recordings to investigate User complaints or instructor performance issues
Create anonymized or aggregated data for research (with all identifying information removed)

What We Will Not Do:

Share your identifiable recordings with unauthorized third parties for unauthorized purposes
Publish recordings publicly without your explicit consent
Retain recordings longer than necessary (standard 30-day deletion)

6.3 Recording Retention and Your Rights

Session recordings are automatically deleted 30 days after the Session date, except where:

An active dispute or investigation requires extended retention
Legal obligations mandate longer retention periods
You have specifically requested extended access during the 30-day window

Your Rights:

Request access to your Session recordings during the 30-day retention period
Request deletion of recordings before the automatic 30-day deletion
Submit concerns about recording usage to privacy@hi-mandarin.com

To exercise these rights, contact our Privacy Officer as specified in the Privacy Policy. We will verify your identity and respond within 10 business days.

6.4 Third-Party Participants

If you share your screen during sessions or include other individuals in your video frame, you are responsible for obtaining their consent to be recorded. You agree to indemnify Hi-Mandarin against claims arising from your failure to obtain such consents. We recommend informing any third parties who may appear in your sessions about our recording practices.

7. User Conduct and Community Standards

7.1 Our Learning Community Values

Hi-Mandarin is built on mutual respect and professional conduct. We ask all users to engage with our Service in compliance with applicable laws, these Terms, and the spirit of collaborative learning. Your interactions with Instructors, support staff, and other users should reflect professionalism and courtesy.

7.2 Prohibited Conduct

To maintain a safe, effective learning environment for everyone, the following activities are prohibited:

Platform Integrity Violations:

Interfering with or disrupting the Service, servers, or networks
Circumventing security measures or authentication mechanisms
Introducing viruses, malware, or harmful code
Overloading, flooding, or spamming the Platform
Using automated systems to access the Service without authorization

Fraudulent Activities:

Creating false or misleading Accounts
Impersonating others or misrepresenting affiliations
Engaging in payment fraud or Credit manipulation
Sharing Accounts or transferring Credits to unauthorized parties
Exploiting pricing errors or system vulnerabilities

Inappropriate Content and Behavior:

Harassing, threatening, or abusing Instructors or other users
Uploading or sharing illegal, obscene, or offensive content
Discriminating based on race, religion, gender, nationality, or other protected characteristics
Soliciting Instructors for services outside the Platform
Recording or distributing Session content without authorization

Commercial Misuse:

Reselling, sublicensing, or commercially exploiting the Service
Using the Service for competitive intelligence gathering
Recruiting Instructors for external employment
Advertising or promoting third-party products or services

7.3 Enforcement and Consequences

Violations of community standards may result in graduated responses including warnings, temporary suspension, or permanent Account termination, depending on severity. For serious violations involving fraud, abuse, or illegal activity, we reserve the right to:

Immediately suspend Account access
Forfeit unused Credits
Report violations to law enforcement authorities
Pursue legal action to protect our community and service

We prefer to work with users to resolve issues through communication and education. If you observe violations or have concerns about other users' conduct, please report them through our "Report Issue" system.

8. Payment Terms and Billing

8.1 Payment Processor Partnership

All payments are processed through trusted third-party payment processors (Stripe, PayPal). By making a purchase, you agree to the payment processor's terms of service and authorize charges to your designated payment method. Hi-Mandarin does not collect, process, or store your payment card information directly – your financial data remains with the payment processor, subject to their security standards and PCI compliance.

8.2 Pricing and Fees

Current pricing for subscriptions, Credits, and services is displayed on the Platform in United States Dollars (USD) unless otherwise specified. We strive to maintain stable pricing but may adjust fees with reasonable advance notice (typically 30 days for subscription changes). You are responsible for any applicable taxes, duties, and government charges based on your jurisdiction.

8.3 Subscription Billing

Personal Plan and Group Plan subscriptions automatically renew on a monthly basis to ensure uninterrupted access to learning resources. Billing cycles begin on the date of subscription activation, and your payment method will be charged automatically until you cancel. You maintain full control over subscription management through your Account Settings.

8.4 Failed Payments and Resolution

If payment authorization fails, we will:

Notify you promptly via email with instructions for updating payment information
Provide a grace period (typically 7 days) before suspending access to subscription features
Assist you in resolving payment issues through our support team

Continued payment failures may result in Account suspension. You remain responsible for all fees incurred prior to suspension or termination. We recommend maintaining current payment information to avoid service interruptions.

8.5 Refund Policy Integration

Refunds for subscriptions and Credits are governed by the Hi-Mandarin Refund Policy and Cancellation Policy incorporated by reference. Key Points:

Monthly subscription fees are non-refundable due to ongoing service costs
Credits refunds are available under specific conditions (technical issues, quality concerns) as detailed in the Refund Policy
Refund requests must be submitted within specified timeframes
Processing fees may apply to cash refunds (7% + USD $10 service fee)

For detailed refund eligibility and procedures, please review the Refund Policy in the Learner Policy document.

8.6 Prorated Adjustments

When upgrading or downgrading subscription tiers, prorated adjustments are calculated at 12:00 PM UTC+0 on the change date to ensure fair billing.

Important Note on Downgrades: Price differences from downgrades are retained by the payment processor (Stripe) as customer account balance applicable to future subscription fees using the same payment method. Hi-Mandarin cannot access, modify, or refund payment processor account balances. These balances are managed entirely by Stripe and will be automatically applied to your next qualifying purchase.

8.7 Disputed Charges

If you dispute a charge with your payment provider, we may temporarily suspend your Account pending resolution to protect against fraudulent activity. We encourage you to contact our support team first at service@hi-mandarin.com – most billing concerns can be resolved quickly through direct communication. Fraudulent chargebacks may result in permanent Account termination and referral to collections.

9. Credits System Governance

9.1 Credits as Platform Prepaid Tuition

Credits serve as Hi-Mandarin's in-platform prepaid tuition, providing a convenient way to book and pay for instructional services. Each Credit represents USD $10 in value. Credits constitute a license to access instructional services and have no cash value outside the refund provisions specified in the Refund Policy. Credits are not transferable between Accounts except within authorized Group Plan structures where Group Owners manage shared Credits pools.

9.2 Credits Validity and Expiration

Paid Credits:

Valid for 12 months from purchase date
Eligible for one-time 6-month extension if requested within 30 days of original expiry
Expiration notifications sent 30 days in advance via email and platform notifications

Gift Credits:

Expire according to their designated schedule (typically 6 months from their associated purchase of Paid Credits, or potentially shorter for campaign-based Promotional Gift Credits)
Not eligible for extensions
Automatically consumed before Paid Credits when booking sessions

Important: Expired Credits are forfeited without refund or compensation. We provide multiple advance notices, but failure to receive notifications does not extend expiration dates. We encourage you to use Credits before expiration or submit applicable extension requests promptly.

9.3 Credits Usage Rules

Credits are consumed according to the booking, modification, and cancellation rules detailed in the Learner Policy:

More than 3 days before session: Full refund if canceled
3 days to 1 hour before session: 1 Credit forfeit penalty
Less than 1 hour before or no-show: All session Credits forfeited

We reserve the right to modify Credits usage rules with 30 days' advance notice to maintain fair scheduling practices and instructor compensation.

9.4 Credits Disputes and Resolution

Disputes regarding Credits deductions, expirations, or balances should be submitted through the "Report Issue" system within 14 days of the disputed transaction. Our support team will:

Investigate the issue promptly
Review relevant system logs and session records
Provide a response within 7 business days
Issue Credit adjustments where system errors are confirmed

Failure to timely dispute Credits transactions constitutes acceptance of the transaction. However, we will consider late disputes on a case-by-case basis where extraordinary circumstances prevented timely reporting.

9.5 Fraudulent Credits Activity

Our Credits system is designed to be fair and transparent for all users. Any attempt to manipulate, exploit, or fraudulently obtain Credits undermines this fairness and may result in:

Immediate Account suspension pending investigation
Forfeiture of all Credits (both Paid and Gift)
Permanent Account termination
Legal action to recover losses

We reserve the right to reverse Credits issued due to system errors or fraudulent activity. If you discover a system error that incorrectly issues Credits, please report it to service@hi-mandarin.com – we appreciate honest reporting and will not penalize good-faith error notifications.

10. Third-Party Services and Integration

10.1 Third-Party Platforms We Partner With

The Service integrates with industry-leading third-party platforms to provide secure, reliable functionality:

Payment Processing: Stripe, PayPal (secure payment handling and PCI compliance)
Video Infrastructure: Amazon Chime SDK (high-quality video conferencing)
Cloud Storage: Amazon Web Services - AWS S3 (secure session recording storage)
Authentication: Google, Facebook, LinkedIn SSO (convenient single sign-on)
Analytics: Google Analytics (anonymized usage insights for platform improvement)

Your use of these integrated services is subject to their respective terms of service and privacy policies. While we carefully select partners with strong security and privacy standards, Hi-Mandarin is not responsible for third-party service performance, availability, or data handling practices beyond our control.

10.2 Third-Party Content and Links

The Service may contain links to third-party websites, resources, or content for your convenience or reference. These links do not constitute endorsement of third-party content, and we do not control or assume responsibility for external websites. Your interactions with third parties are solely between you and such third parties.

10.3 Service Provider Changes

We may change third-party service providers to improve service quality, reduce costs, or respond to market changes. While we strive to minimize disruption, such changes may temporarily affect Service functionality or require updates to your Account settings. We will provide advance notice of significant provider changes where feasible.

11. Service Warranties and Limitations

11.1 Our Commitment to Quality

Hi-Mandarin is committed to providing a high-quality language learning platform with certified instructors and responsive support. However, as with all internet-based educational services, we must acknowledge certain limitations:

The Service is provided "as is" and "as available." While we work diligently to maintain platform stability and content quality, we cannot provide absolute guarantees regarding:

Uninterrupted or error-free service operation
Complete freedom from technical defects or vulnerabilities
Specific educational outcomes or proficiency levels
Perfect instructor performance in every session

This limitation reflects the inherent uncertainties in technology services and educational outcomes, not a lack of commitment to your success.

11.2 Learning Outcomes: Our Shared Responsibility

What We Commit To:

Providing certified, qualified instructors with verified credentials
Delivering structured, business-focused curriculum aligned with real-world applications
Offering responsive support for technical issues, quality concerns, and learning obstacles
Continuously improving based on learner feedback and educational research
Maintaining platform functionality and security to industry standards

What Depends on You:

Active participation in sessions and practice frequency
Application of learned skills in real-world contexts
Engagement with self-learning materials and homework assignments
Timely communication of issues or concerns

Language learning success depends on this partnership. While we cannot guarantee specific proficiency levels or timeframes, we are genuinely invested in your progress and committed to providing the tools, instruction, and support necessary for your success.

11.3 Technical Service Limitations

Internet-based services inherently involve certain technical limitations:

Temporary interruptions may occur due to maintenance, upgrades, or infrastructure issues
Third-party service dependencies (AWS, Stripe, internet providers) may occasionally cause disruptions
Software defects may be discovered and require time to resolve
Security vulnerabilities may necessitate emergency updates or temporary service restrictions

We commit to promptly communicating significant service issues, working diligently to resolve technical problems, and continuously improving platform stability and performance.

11.4 Instructor Relationships

Instructors are independent contractors who provide services through our platform, not employees of Hi-Mandarin. While we carefully vet and certify all Instructors through credential verification and quality assessments, individual instructor performance may vary. We encourage you to:

Provide feedback through post-session surveys
Report quality concerns promptly through "Report Issue"
Request instructor changes if teaching style doesn't match your needs

We take quality concerns seriously and will investigate reported issues, provide appropriate remedies (makeup sessions, Credit returns), and address instructor performance problems through our quality management process.

11.5 Your Consumer Rights

Some jurisdictions provide consumer protection laws that do not allow exclusion of certain implied warranties or limitations of liability. If such laws apply to you, the limitations in this section may not apply in whole or in part, and you may have additional rights under local consumer protection law. Nothing in these Terms is intended to limit statutory consumer rights that cannot be waived by contract.

12. Limitation of Liability

12.1 Reasonable Allocation of Risk

These liability limitations reflect a fair allocation of risk between Hi-Mandarin and our users, enabling us to provide quality language learning services at accessible pricing. To the maximum extent permitted by law, Hi-Mandarin shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages including but not limited to:

Loss of profits, revenue, or business opportunities
Loss of data or information (beyond what we can reasonably restore)
Cost of substitute services
Business interruption
Reputational harm
Personal injury or emotional distress (except where caused by our negligence)

This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

12.2 Aggregate Liability Cap

To maintain affordable pricing while managing business risk, our total aggregate liability is capped. Hi-Mandarin's total aggregate liability arising from or relating to these Terms or the Service shall not exceed the greater of:

(A) The total amount you paid to Hi-Mandarin in the 12 months preceding the claim; OR
(B) USD $100

This cap applies to all claims collectively, not per incident, and covers all possible legal theories of liability.

12.3 Rationale for Limitations

You acknowledge that these limitations in Section 12:

Reflect a reasonable allocation of risk for an online educational service
Are fundamental elements of the bargain between you and Hi-Mandarin
Enable us to offer accessible pricing to global learners
Protect our ability to continue serving our learning community

The Service would not be provided at current pricing without these limitations. We encourage all users to maintain appropriate insurance for their own business and financial risks.

12.4 Enforceability and Severability

If any limitation or exclusion in this Section is held unenforceable under applicable law, the remaining limitations shall remain in full force and effect. If an exclusive remedy fails of its essential purpose, all other limitations of liability shall nevertheless remain in effect to the maximum extent permitted by law.

12.5 What We Remain Responsible For

Nothing in these Terms excludes or limits our liability for:

Death or personal injury caused by our proven negligence
Fraud or fraudulent misrepresentation by Hi-Mandarin
Gross negligence or willful misconduct by our employees or agents
Any liability that cannot be excluded or limited by applicable law in your jurisdiction

These limitations are intended to manage business risk, not to avoid legitimate responsibility for serious misconduct or negligence.

13. Mutual Indemnification

13.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Hi-Mandarin, Holy Peak Limited, and our respective officers, directors, employees, agents, affiliates, successors, and assigns from claims arising from:

Your violation of these Terms or any incorporated policy
Your violation of any law, regulation, or third-party rights
Your User Content or submissions that infringe others' rights
Your misuse of the Service or breach of security obligations
Disputes between you and Instructors arising from your conduct
Unauthorized use of your Account resulting from your failure to maintain security
Your failure to obtain necessary consents from third parties appearing in session recordings

13.2 Hi-Mandarin's Indemnification Obligations

We stand behind our service. Hi-Mandarin will defend, indemnify, and hold you harmless from claims that:

Our Platform infringes third-party intellectual property rights (patents, copyrights, trademarks)
Our Instructors' conduct during sessions violates your legal rights through proven misconduct
Our data handling practices violate applicable privacy laws (GDPR, CCPA, etc.)

This mutual accountability ensures both parties are protected and reflects our commitment to operating a legitimate, rights-respecting service.

13.3 Defense Control and Cooperation

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claims. Conversely, you may assume defense of claims you indemnify us against, provided you keep us reasonably informed and obtain our consent before any settlement.

You shall not settle any claim subject to Section 13.1 without our prior written consent. We shall not settle any claim subject to Section 13.2 in a manner that admits fault on your behalf without your consent.

13.4 Survival

The indemnification obligations in this Section survive termination of these Terms and your use of the Service, as legal claims may arise after service relationships end.

14. Force Majeure

14.1 Events Beyond Our Control

Hi-Mandarin shall not be liable for any failure or delay in performing obligations under these Terms when such failure or delay is due to circumstances beyond our reasonable control, including but not limited to:

Acts of God (earthquakes, floods, fires, storms, pandemics, severe weather)
War, terrorism, civil unrest, or government action
Internet or telecommunications infrastructure failures not caused by us
Power outages or utility disruptions
Third-party service provider failures (AWS, Stripe, payment processors, internet backbone)
Cyberattacks, hacking, or security incidents despite reasonable precautions
Labor disputes or strikes

14.2 Our Response to Force Majeure

During force majeure events, we will:

Make reasonable efforts to resume normal operations as quickly as possible
Communicate service status through email and platform notifications
Provide updates on expected resolution timelines when available
Consider appropriate remedies for significantly affected users

If suspension due to force majeure exceeds 30 consecutive days, you may terminate your Account and receive prorated refunds for unused prepaid Credits (Paid Credits only) at our discretion, evaluated on a case-by-case basis.

15. Dispute Resolution

15.1 We Value Direct Communication

Most concerns can be resolved through conversation. Before initiating formal dispute proceedings, please contact our support team through the "Report Issue" system. We commit to:

Responding to your concern within our published SLA timeframes
Working in good faith toward fair resolution
Escalating to management when needed
Providing clear explanations of our decisions

Our experience shows that over 95% of concerns are resolved quickly and satisfactorily through direct communication, avoiding the time and expense of formal proceedings.

15.2 Governing Law

These Terms and any disputes arising from or relating to the Service shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, without regard to its conflict of laws principles. This choice of law provides a neutral, internationally-recognized legal framework for our global user base.

15.3 Jurisdiction and Venue

Subject to the arbitration provisions below, you agree that any legal action or proceeding arising from these Terms shall be brought exclusively in the courts of Hong Kong SAR, and you consent to the personal jurisdiction of such courts. This centralized jurisdiction helps ensure consistent application of these Terms.

15.4 Arbitration Agreement (For Larger Disputes)

For disputes exceeding the small claims court monetary jurisdiction limit in Hong Kong SAR, you and Hi-Mandarin agree to resolve them through binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its Administered Arbitration Rules, except where prohibited or otherwise required by applicable law.

Why Arbitration:

Typically provides faster resolution than court proceedings (months vs. years)
Lower legal costs for both parties
Expert arbitrators with relevant business experience
Confidential proceedings protecting both parties' interests

Arbitration Procedures:

Seat and Governing Law: Hong Kong SAR, under the Arbitration Ordinance (Cap. 609 of the Laws of Hong Kong)
Language: English
Arbitrator: A single arbitrator appointed under HKIAC Rules
Finality: The arbitrator’s award is final and binding, subject only to rights of set-aside or appeal permitted under Cap. 609

Exceptions to Arbitration:

Claims within small claims court jurisdiction may be brought in small claims court
Either party may seek injunctive relief in court to protect intellectual property rights or prevent irreparable harm

15.5 Class Action Waiver

To ensure efficient dispute resolution, you and Hi-Mandarin agree that disputes will be resolved on an individual basis. You waive any right to participate in class actions, class arbitrations, or representative proceedings.

This mutual agreement allows for:

Faster resolution focused on your specific situation
More personalized attention to your concerns
Lower costs compared to class action procedures

Important: This waiver is subject to applicable consumer protection laws in your jurisdiction. If mandatory consumer protection law grants you the right to participate in class actions, this waiver shall not apply to the extent prohibited by such law.

15.6 Arbitration Costs

Each party typically bears its own attorneys' fees and costs in arbitration. However:

Hi-Mandarin will reimburse your filing fees if the arbitrator finds that your claim was not frivolous
The arbitrator may award attorneys' fees and costs to the prevailing party as permitted by law
For small-value claims, we will not seek to recover our costs even if we prevail, unless the arbitrator finds your claim was filed in bad faith

16. Termination

16.1 Your Right to Terminate

You maintain full control over your Account and may terminate these Terms and close your Account at any time by:

Following the cancellation process in Account Settings → Edit → Change Subscription
Contacting customer support through the "Report Issue" system
Sending written notice to service@hi-mandarin.com

What Happens After You Cancel:

Access to subscription features and learning records continues through the end of your current billing period
Unused Paid Credits remain available until expiration or may be eligible for refund under the Refund Policy
We will send confirmation of your cancellation

Termination by you does not entitle you to automatic refunds of subscription fees or Credits except as specified in the Refund Policy. You remain responsible for all fees incurred prior to termination.

16.2 Effect of Termination

Upon termination by either party:

Your right to access and use the Service immediately ceases (or at the end of the billing period if you terminate)
All licenses granted herein automatically terminate
Unused Paid Credits may be forfeited or eligible for refund as specified in the Refund Policy
We will retain your Account data according to our data retention schedule within the Privacy Policy
Certain sections survive termination, including intellectual property rights, disclaimers, limitations of liability, indemnification, dispute resolution, and general provisions

If you change your mind after termination, you may contact service@hi-mandarin.com to discuss Account reactivation options.

17. Privacy and Data Protection

17.1 Privacy Policy Integration

Your privacy is important to us. Your use of the Service is subject to the Hi-Mandarin Privacy Policy (Version 1.5), which is incorporated by reference into these Terms. The Privacy Policy provides detailed information about:

What personal information we collect and why
How we use, store, and protect your data
Your rights regarding your personal information
How to exercise those rights

We encourage you to review the Privacy Policy carefully. If you have privacy questions, contact our Privacy Officer at privacy@hi-mandarin.com.

17.2 Consent to Data Processing

By using the Service, you consent to the collection, processing, and international transfer of your personal information as described in the Privacy Policy, including:

Registration and Account information (name, email, profile data)
Usage data and learning progress (modules completed, session attendance, performance metrics)
Session recordings and communications (video/audio from live sessions)
Payment transaction data (processed securely by third-party processors)
Device and technical information (browser type, IP address, operating system)

This processing is necessary to provide the Service and improve your learning experience.

17.3 International Data Transfers

Hi-Mandarin operates globally, serving learners across multiple continents. Your information may be transferred to and processed in jurisdictions outside your country of residence, including:

Hong Kong SAR (company headquarters and primary operations)
United States (AWS infrastructure, payment processing)
Other locations where our service providers operate

We implement appropriate safeguards for international transfers as described in the Privacy Policy, including:

Standard Contractual Clauses compliant with relevant data protection authorities
Adequacy decisions where available (e.g., EU-Japan adequacy)
Strong encryption and security measures regardless of data location

17.4 Your Data Rights

Users in certain jurisdictions have specific data protection rights. We honor these rights globally as a matter of policy:

Universal Rights (All Users):

Access: Request copies of your personal information
Correction: Request correction of inaccurate information
Deletion: Request deletion of your data (subject to legal retention requirements)
Portability: Receive your data in a structured, commonly used format

Enhanced Rights (EEA/UK, California, Singapore, Japan):

Restriction: Request limitation of processing in certain circumstances
Objection: Object to certain types of processing
Automated Decision-Making: Rights regarding automated profiling or decision-making
Lodge Complaints: File complaints with supervisory authorities

To exercise these rights:

Submit requests through "Report Issue" or email privacy@hi-mandarin.com
Verify your identity (for security purposes)
Receive our response within 30 days (10 days for urgent requests)

Detailed procedures are provided in the Privacy Policy.

18. General Provisions

18.1 Modification of Terms

We may modify these Terms to reflect service improvements, regulatory requirements, or operational changes. For material changes affecting your rights or financial obligations, we commit to 30 days' advance notice.

How We Communicate Changes:

Email notification to your registered address
Prominent notice in the Member Center
Updated "Effective Date" at the top of this document
Summary of key changes in the notification

Your Options:

Continue using the Service (constitutes acceptance of modified Terms)
Cancel your subscription before changes take effect if you disagree
Contact us with questions or concerns about modifications

For minor changes (typo corrections, clarifications that don't affect your rights), we may implement changes with shorter notice periods.

18.2 Entire Agreement

These Terms, together with all incorporated policies (Learner Policy, Privacy Policy, Refund Policy, Cancellation Policy), constitute the entire agreement between you and Hi-Mandarin regarding the Service. This agreement supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

Any prior representations, promises, or agreements not contained in these Terms are superseded and have no legal effect.

18.3 Severability

If any provision of these Terms is found invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Invalid provisions shall be modified to reflect the parties' intent to the extent permissible by law, or if such modification is not possible, shall be severed while preserving the rest of the agreement.

18.4 No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless in writing and signed by an authorized representative of Hi-Mandarin. A waiver in one instance does not constitute a continuing waiver or waiver of other provisions.

18.5 Assignment

You may not assign, transfer, or delegate these Terms or your Account to another party without our prior written consent. Any attempted assignment in violation of this Section is void.

We may freely assign these Terms or delegate our obligations in connection with:

Corporate reorganization or merger
Sale of business assets
Change of control transactions
Outsourcing to service providers

You will be notified of any assignment that materially affects your service experience.

18.6 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship between you and Hi-Mandarin. You have no authority to bind Hi-Mandarin or create obligations on our behalf. Instructors are independent contractors, not employees or agents of Hi-Mandarin.

18.7 Notices

To Contact Hi-Mandarin: All notices to Hi-Mandarin must be sent to:

Legal Department, Holy Peak Limited
Email: legal@hi-mandarin.com
For urgent matters: service@hi-mandarin.com

How We Contact You: Notices to you will be sent to the email address associated with your Account. You are responsible for:

Maintaining current, accurate email address information
Checking your email regularly for important communications
Updating your contact information promptly when it changes

Notices are deemed received 24 hours after email transmission, or when actually received, whichever occurs first.

18.8 Language

These Terms are provided in English. Translations to other languages may be provided for convenience, but the English version governs in case of conflict or ambiguity between versions. If you require clarification of any provision, please contact legal@hi-mandarin.com.

18.9 Headings

Section and subsection headings are for convenience and navigation only and do not affect the interpretation, meaning, or scope of these Terms.

18.10 Survival

Provisions that by their nature should survive termination remain in effect after termination of these Terms or your Account, including but not limited to:

Intellectual property rights (Section 5)
User conduct consequences (Section 7.3)
Payment obligations (Section 8)
Disclaimers (Section 11)
Limitations of liability (Section 12)
Indemnification (Section 13)
Dispute resolution (Section 15)
General provisions (Section 18)

19. Contact Information

We welcome your questions, concerns, and feedback. Please use the appropriate channel for your inquiry:

Legal and Compliance Inquiries: Holy Peak Limited, Legal Department Email: legal@hi-mandarin.com Response Time: 5 business days for general inquiries

Customer Support and Service Issues: Member Center → Report Issue (for account-specific concerns) Email: service@hi-mandarin.com Response Time: 7 business days for general inquiries, 3 business days for urgent issues

Privacy Matters and Data Rights: Privacy Officer Email: privacy@hi-mandarin.com Response Time: 10 business days for rights requests, 3 business days for urgent privacy concerns

Billing and Payment Questions: Use "Report Issue" system or email: service@hi-mandarin.com Include: Transaction ID, date, and description of issue

Region-Specific Contacts:

EEA/UK users: You may also contact your local supervisory authority for data protection matters
California residents: Submit CCPA requests through privacy@hi-mandarin.com or "Report Issue"

20. Acknowledgment and Acceptance

BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT:

You have read and understood these Terms of Service in their entirety, including all incorporated policies
You agree to be bound by these Terms and accept the rights and obligations they establish
You consent to electronic contracting and agree that electronic signatures have the same legal effect as handwritten signatures
You understand the service limitations, warranty disclaimers, and liability limitations described in Sections 11 and 12
You agree to dispute resolution provisions including informal resolution requirements, governing law, and arbitration
You acknowledge mutual commitments – both your obligations and Hi-Mandarin's commitments to service quality and fair treatment
You understand that continued use of the Service after any modifications to these Terms constitutes ongoing acceptance

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SERVICE.

We value your trust and look forward to supporting your Mandarin language learning journey.

These Terms of Service (Balanced Edition) are effective as of September 15, 2025, and supersede all prior versions. Version 1.1 reflects our commitment to transparent, mutual partnership with our learning community.