Terms of Use

Welcome to the Wo Hui Mandarin Website / Application

THESE T&CS REGULATE YOUR USE OF THE WO HUI MANDARIN PLATFORM. PLEASE READ THEM CAREFULLY BEFORE CONTINUING TO USE THE WO HUI MANDARIN PLATFORM.

1.              CONSENT

1.1           By Using or continuing to Use the Wo Hui Mandarin Platform, You acknowledge and agree that You have read, understood, accepted and agreed with these T&Cs.

1.2           You acknowledge and agree that if You do not positively agree to these T&Cs, then We are unable to, and do not intend for You, to have access to or in any way utilise:

1.2.1        the Wo Hui Mandarin Platform or any of the content comprised therein including the Free Content; or

1.2.2        Our Products, Services and/or 3P Offerings that are offered on the Wo Hui Mandarin Platform.

2.              PARTIES

2.1           Wo Hui Pte. Ltd. is a private limited company incorporated under Singapore law with registration number 201838705N (“We”, “Our”, “Us”). Our registered address is #19-04/05, 101 Thomson Road (United Square), Singapore 307591.

2.2           We are the owner and/or licensor of the Wo Hui Mandarin Platform and We are in the business of providing an integrated solution that facilitates the learning of the Chinese language.

2.3           You are the natural Person who is Using the Wo Hui Mandarin Platform:

2.3.1        in your own individual capacity;

2.3.2        on behalf of your company for whom you are duly authorised to act; and/or

2.3.3        on behalf of another natural Person for whom you are duly authorised to act,

as is applicable (“You”, “Your”, “Yours”).

3.              TERMS & CONDITIONS

3.1           You acknowledge and agree that these T&Cs strictly govern Your access to and Use of the Wo Hui Mandarin Platform.

3.2           By Using the Wo Hui Mandarin Platform, You acknowledge and agree that:

3.2.1        You accept and shall at all times comply with these T&Cs when Using the Wo Hui Mandarin Platform;

3.2.2        Your purchase of any Products and/or Services that We offer are strictly subject to the TOB;

3.2.3        Your use, purchase and/or access of any 3P Offering is subject to the terms and conditions of the relevant Third Party;

3.2.4        You have read Our Privacy Notice found at www.wohuimandarin.com/privacy; and

3.2.5        You have read and agree to comply with the Wo Hui Mandarin User Code of Conduct.

3.3           If You do not accept and agree to these T&Cs, You acknowledge and agree that You should:

3.3.1        not attempt to access and/or purchase any Free Content, Products, Services and/or 3P Offerings;

3.3.2        cease using and immediately exit from and not Use Our Site; and/or

3.3.3        not download and/or Use Our App, or if You have already done so, delete it from Your device.

4.              RIGHT TO USE

4.1           Subject to Clauses 4.3 to 4.4 (inclusive), We hereby grant You a revocable, royalty-free, non-exclusive, non-transferable licence to Use the Wo Hui Mandarin Platform:

4.1.1        to access any content, information and related materials that may be made available through the Wo Hui Mandarin Platform, subject to the User Account requirement in Clause 5;

4.1.2        to access and use any then current Free Content;

4.1.3        to access Products, Services and/or 3P Offerings that are made available, noting that any purchase of Products and/or Services that are provided by Us are subject to the TOB; and

4.1.4        solely for Your own personal use or, where You are an Organisational User, in accordance with the TOB applicable to Your Organisation.

4.2           Your right to Use the Wo Hui Mandarin Platform is strictly subject to and conditional upon:

4.2.1        Your ongoing and continuous compliance with these T&Cs;

4.2.2        Your ongoing and continuous compliance with the then current version of Wo Hui Mandarin User Code of Conduct;

4.2.3        any usage rules set out in the terms of service of the supplying app store where you have downloaded Our App; and

4.2.4        in the case of Our App, You only Using Our App on a mobile device that You own, control and use, and that You accept any and all updates that are made available for download for Our App.

4.3           The right to Use granted in Clause 4.1 is strictly subject to and conditional upon You not (and not permitting anyone else to engage in):

4.3.1        reproducing, modifying, distributing, transmitting, or disclosing any Wo Hui Mandarin Platform content without Our prior written approval, which may be withheld in Our sole and absolute discretion;

4.3.2        Posting or otherwise uploading any content to the Platform other than in strict compliance with these T&Cs and the Wo Hui Mandarin User Code of Conduct;

4.3.3        modifying, altering, or adapting all or any part of the Wo Hui Mandarin Platform in any way, other than as expressly authorised by these T&Cs and as set-out in the Wo Hui Mandarin User Code of Conduct;

4.3.4        removing any Marks or other proprietary notices displayed on the Wo Hui Mandarin Platform;

4.3.5        Using any part of the content on the Wo Hui Mandarin Platform for commercial purposes without first having obtained a licence to do so from Us and/or Our licensors;

4.3.6        modifying the paper or digital copies of any materials You have printed off or downloaded in any way;

4.3.7        trying to gain access to any other area of the Wo Hui Mandarin Platform by hacking, password “mining” or any other illegitimate means;

4.3.8        linking to, mirroring or framing any part of the Wo Hui Mandarin Platform without Our prior written approval which may be withheld in Our sole and absolute discretion;

4.3.9        Using the Wo Hui Mandarin Platform on behalf of another Person without being duly authorised;

4.3.10      providing us with any Personal Information of a Third Party natural Person without first having obtaining:

(a)            their informed consent; or

(b)            (where such Third Party lacks legal capacity to consent) the consent of their parent or legal guardian (as applicable);

4.3.11      pretending You are or impersonating another natural Person; or

4.3.12      Using the Wo Hui Mandarin Platform or any Wo Hui Mandarin Platform content for:

(a)            any unlawful activity; and/or

(b)            any activity prohibited by these T&Cs, which You acknowledge and agree shall include developing, offering or engaging in the performance of any similar or competing services.

4.4           Any breach by you of this Clause 4 shall be deemed a material breach of these T&Cs and the licence granted under Clause 4.1 along with the T&Cs shall terminate with immediate effect.

5.              USER ACCOUNTS

5.1           You acknowledge and agree that to gain access to content other than the Free Content, You are required to register for and maintain a User Account on the Wo Hui Mandarin Platform and this Clause 5 shall apply.

5.2           You warrant and represent to Us that:

5.2.1        the Account Information that You provide to Us is accurate, complete, valid (where applicable) and that You will maintain it in such condition on an ongoing and continuous basis;

5.2.2        where You provide to Us Personal Information relating to a Third Party natural Person, You have provided Us such information after obtaining the consent of the:

(a)            natural Person to which such Personal Information relates; or

(b)            parent or legal guardian (as applicable) of the natural Person to which such Personal Information relates, where such natural Person is unable to provide valid consent relating to the use of his/her Personal Information; and

5.2.3        where You are Using a User Account on behalf of a company and/or another natural Person, You have the requisite legal authority to do so and can provide evidence of such authority upon request.

5.3           For the purposes of Clause 5.2.2, where You register a natural Person under 15 years of age on the Wo Hui Mandarin Platform, You shall:

5.3.1        first obtain signed parental consent forms for the purposes of such registration;

5.3.2        keep a record of that consent for a period of not less than 5 years; and

5.3.3        make such consent forms available to Us upon request.

5.4           Where You indicate that You are an Organisational User:

5.4.1        You will confirm the Organisation of which You are a part;

5.4.2        We will provide You with a link to a User Account Opening Request Form;

5.4.3        through completing the User Account Opening Request Form, You grant Us Your consent to share all Account Information, including Personal Information, which You provide to Us in the User Account Opening Request Form with an Organisation Administrator; and

5.4.4        the warranties, representations and requirements set-out in Clauses 5.2 and 5.3 shall apply to Your completion of the User Account Opening Request Form and all the information which You provide in it.

5.5           The Organisation Administrator will be responsible for reviewing and accepting all User Account Opening Request Forms. If Your request to create a User Account is approved, the Organisation Administrator will notify You by email.

5.6           Any breach by You of this Clause 5 shall be deemed a material breach of these T&Cs and the licence granted under Clause 4.1 along with these T&Cs shall terminate with immediate effect.

6.              USER ACCOUNT SECURITY

6.1           You shall use Your best efforts at all times to maintain the security and secrecy of Your Account Information and the username and password of Your User Account.

6.2           You may not assign or otherwise transfer Your User Account to any other Person.

6.3           You acknowledge and agree that You are responsible for all activity from Your User Account save where you can provide sufficient evidence to Our reasonable satisfaction that Your User Account has been the subject of unauthorised use.

6.4           You shall promptly notify Us of any breach of security of the username and/or password to Your User Account.

6.5           Updates to Our App may be issued periodically through the supplying app store. For some devices, updates will be downloaded automatically. If this does not happen, You will be responsible for ensuring that You manually download the update.

7.              TRANSACTIONS USING THE PLATFORM

7.1           Subject to Clause 7.2, You acknowledge and agree that Your purchase and/or Use of any Products and/or Services from Us (as opposed to 3P Offerings that are available via the Wo Hui Mandarin Platform) shall be subject to the TOB.

7.2           You acknowledge and agree that any 3P Offerings that are available via the Wo Hui Mandarin Platform that You choose to access, Use and/or purchase shall be:

7.2.1        strictly subject to the terms and conditions of the relevant Third Party;

7.2.2        without recourse whatsoever to Us; and

7.2.3        strictly subject to the provisions of Clause 8.

8.              3P OFFERINGS

8.1           The Wo Hui Mandarin Platform may contain 3P Offerings. You acknowledge and agree that such 3P Offerings:

8.1.1        are not under Our control and that We have no responsibility for them and nor do We endorse their content;

8.1.2        are governed by their own terms and conditions and privacy policies, which You will need to enter into with Third Parties and that access to such 3P Offerings is at Your own discretion and risk; and

8.1.3        where such 3P Offerings are available for purchase, they shall be subject to terms of purchase which You will need to enter into with such Third Parties and that such 3P Offerings are not subject to Our TOB.

8.2           You acknowledge and agree that We do not endorse or offer any assurances in relation to any 3P Offerings that You may access and/or purchase via the Wo Hui Mandarin Platform and exclude any and all liability whatsoever in respect of the same.

9.              INTELLECTUAL PROPERTY

9.1           You acknowledge and agree that upon Posting any content to the site, you are deemed to have:

9.1.1        granted us an irrevocable, royalty-free, non-exclusive right to host that content on the Wo Hui Mandarin Platform and to make that content available to other users of the Wo Hui Mandarin Platform; and

9.1.2        have waived any and all rights to make any Claims against Us in relation to any infringements of such IPR by Third Parties which arise directly or indirectly from Your Posting of or linking to the same on the Wo Hui Mandarin Platform.

9.2           You shall not Post any content that would place you in breach of Clause 9.1.

9.3           Except as provided under Clause 9.1, Your having Posted to the Wo Hui Mandarin Platform shall not operate to give Us any ownership rights in relation to the content therein.

9.4           You acknowledge and agree that You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR.

9.5           The Wo Hui Mandarin Platform, and all rights therein, are and shall remain Our property or the property of Our licensors. Neither these T&Cs nor Your Use of the Wo Hui Mandarin Platform shall convey or grant to You any rights whatsoever:

9.5.1        in or related to the Wo Hui Mandarin Platform, except for the limited licence granted in Clause 4.1; or

9.5.2        to use or reference in any manner Our Marks or those of Our licensors.

9.6           All content and functionality on the Wo Hui Mandarin Platform are the exclusive property of Us or Our licensors and are protected by Applicable Law.

9.7           The Marks displayed on the Wo Hui Mandarin Platform are IPR owned by Us and/or Our licensors. You shall not use or reproduce any Marks of, or imply any endorsement by or relationship with, Us or Our licensors.

10.           WARRANTIES & REPRESENTATIONS

10.1         You warrant and represent to Us all times during the validity of these T&Cs that:

10.1.1      all information You provide to Us is accurate and correct, and We may rely on it without further enquiry;

10.1.2      where You provide us with any information relating to a Third Party, You are legally authorised to do so and/or have obtained the required consents;

10.1.3      You shall have all necessary Approvals in relation to any content which You Post or link to on the Wo Hui Mandarin Platform;

10.1.4      You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR;

10.1.5      You shall not impersonate any other Person on the Wo Hui Mandarin Platform and shall not falsely hold Yourself out as a representative or employee of Us or our Affiliates, or of any other Person;

10.1.6      You shall only maintain one User Account at any time;

10.1.7      You shall use reasonable endeavours to make due inquiry as to whether any products and/or services that You are interested in on the Wo Hui Mandarin Platform are 3P Offerings before concluding any transaction in respect of the same; and

10.1.8      You shall not breach any of the conditions of these T&Cs.

10.2         You acknowledge and agree that:

10.2.1      the Wo Hui Mandarin Platform and any Free Content, Products, Services made available via the Wo Hui Mandarin Platform are provided on an “as is” and “as available” basis;

10.2.2      We do not endorse or offer any assurances in relation to 3P Offerings that You may access via the Wo Hui Mandarin Platform and exclude any and all liability for loss, liability and/or damage which You may incur whatsoever in respect of the same;

10.2.3      We do not guarantee the quality, suitability, safety or ability of Third Party providers associated with the provision of any Products and/or Services;

10.2.4      We cannot guarantee that no Viruses will be transmitted or that no damage will occur to any device from which You access the Wo Hui Mandarin Platform. We are not responsible for any loss, liability and/or damage which You may incur as a result of this;

10.2.5      We do not guarantee that the Wo Hui Mandarin Platform, or any content on it, will be completely accurate, free from errors or omissions; and

10.2.6      the entire risk arising out of Your Use of the Wo Hui Mandarin Platform remains solely with You and We exclude any and all liability whatsoever in relation thereto, to the maximum extent permitted under Applicable Law.

10.3         You acknowledge and agree that insofar as is permitted by Applicable Law, We provide no warranties nor give any representations or undertakings to You whatsoever, including that the:

10.3.1      content on the Wo Hui Mandarin Platform is accurate, complete or up to date;

10.3.2      Wo Hui Mandarin Platform or any content, service or feature of the same shall be error-free or uninterrupted, or that any defects will be corrected; or

10.3.3      Wo Hui Mandarin Platform will be accessible on any particular hardware or devices.

10.4         We and Our Third Party content providers provide no warranties nor give any representations or undertakings as to the ownership, accuracy or adequacy of the content on the Wo Hui Mandarin Platform.

10.5         We exclude all conditions, warranties, representations or other terms which may apply to the Wo Hui Mandarin Platform or any content on it to the maximum extent permitted by Applicable Law.

11.           FREE CONTENT

11.1         We may, in our sole discretion, make certain Free Content available on the Wo Hui Mandarin Platform from time to time. This Free Content may be available to users of Our Site without the requirement to create a User Account.

11.2         We may suspend, limit or terminate access to such Free Content for any reason and at any time, without notice to You.

12.           LIABILITY

12.1         Notwithstanding any other provision in these T&Cs, Our total liability to You under or in connection with these T&Cs for whatever reason shall be limited to USD 1.00 in aggregate for any and all claims.

12.2         You acknowledge and agree that We shall not be liable to You for any damages, liability or losses of whatever nature arising out of or in connection with:

12.2.1      Your Use of the Wo Hui Mandarin Platform including the Free Content;

12.2.2      any information published on linked websites, contained in any Posts on the Wo Hui Mandarin Platform, or provided by Third Parties;

12.2.3      Your access, use of or reliance on any content  comprised in the Wo Hui Mandarin Platform, including the Free Content;

12.2.4      Your access, use of or reliance on any Products, Services and/or 3P Offerings made available via the Wo Hui Mandarin Platform;

12.2.5      Your purchase of any 3P Offerings;

12.2.6      Your inability to Use the Wo Hui Mandarin Platform and/or access the Free Content, Products, Services and/or 3P Offerings, for any reason; or

12.2.7      any transaction or relationship between You and any Third Party, including in connection with 3P Offerings.

12.3         Except in relation to Clause 13.1, no Party shall be liable to the other in any circumstance whatsoever for Indirect Loss arising out of or in connection with these T&Cs.

12.4         The limitations and disclaimer in this Clause 12 do not purport to limit liability or alter Your rights as a consumer that cannot be excluded under Applicable Law.

13.           INDEMNITY

13.1         You acknowledge and agree that You shall fully indemnify, defend and hold Us harmless from and against any and all claims and/or losses of whatever nature suffered, sustained or incurred, arising out of or in connection with:

13.1.1      Your breach of these T&Cs or the Wo Hui Mandarin User Code of Conduct;

13.1.2      any 3P Offering you choose to access and/or purchase via the Wo Hui Mandarin Platform;

13.1.3      any claim brought by a Third Party in relation to Your use of any 3Py Offering;

13.1.4      Our use of any and all information that You submit to Us via the Wo Hui Mandarin Platform; and

13.1.5      any claim brought by a Third Party alleging breach of such Third Party’s IPR as a result of any Posts You make.

13.2         For the purposes of Clause 13.1, We shall be deemed to include Our affiliates, employees, agents, directors, shareholders and officers.

14.           TERMINATION

14.1         We may, in Our sole and absolute discretion and at any time, terminate these T&Cs and Your use of Your User Account.

14.2         You may delete Your User Account at any time.

14.3         Upon termination of these T&Cs for any reason, You acknowledge and agree that:

14.3.1      You shall cease to utilise the Wo Hui Mandarin Platform;

14.3.2      You shall remove Our App from Your mobile device, where relevant;

14.3.3      You shall destroy all copies of Our App including all components of it in Your possession, where relevant;

14.3.4      Clause 13 shall continue to apply; and

14.3.5      all rights You have in respect of Our App will immediately end, where relevant.

14.4         You must delete Our App from Your mobile device where You change Your mobile device or dispose of it.

15.           SITE SECURITY AND ACCESS

15.1         We do not guarantee that the Wo Hui Mandarin Platform will be secure or free from bugs or Viruses. You shall not misuse the Wo Hui Mandarin Platform by knowingly introducing any Viruses.

15.2         You shall not:

15.2.1      attempt to gain unauthorised access to the Wo Hui Mandarin Platform, the server on which the Wo Hui Mandarin Platform is stored or any server, computer or database connected to the Wo Hui Mandarin Platform;

15.2.2      attack the Wo Hui Mandarin Platform via a denial-of-service attack, a distributed denial-of-service attack or any other cyber-attack aimed to disrupt ordinary access to and/or functionality of the Wo Hui Mandarin Platform;

15.2.3      seek to reverse-engineer the Wo Hui Mandarin Platform or any elements within it;

15.2.4      seek to access, collect or store any Personal Information from the Wo Hui Mandarin Platform; or

15.2.5      otherwise use any unauthorised method to access, search, scrape, download or change any part of the Wo Hui Mandarin Platform or the elements within it.

15.3         You acknowledge and agree that any breaches of Clauses 15.1 or 15.2 by You:

15.3.1      may amount to a criminal offence under Applicable Law;

15.3.2      shall be reported by Us to the relevant law enforcement authorities and We shall cooperate with them by disclosing Your identity to them; and

15.3.3      shall result in Your right to Use the Wo Hui Mandarin Platform ceasing immediately and Us taking relevant proceedings against You.

16.           NETWORK ACCESS & DEVICES

16.1         You acknowledge and agree that You are responsible for:

16.1.1      obtaining the data network access necessary to Use the Wo Hui Mandarin Platform and for paying all fees and charges associated with the same; and

16.1.2      procuring compatible hardware or devices necessary to access the Wo Hui Mandarin Platform.

17.           USER POSTINGS

17.1         You acknowledge and agree that We shall have the unrestricted right to use, publish and otherwise exploit any and all of Your Posts on the Wo Hui Mandarin Platform.

17.2         You waive any claims against Us for any rights of privacy, moral rights or rights of attribution in connection with Our use of Your Posts.

17.3         You warrant and represent to Us that You will not make any Post that:

17.3.1      is threatening, libellous, defamatory, obscene;

17.3.2      would constitute, or that could encourage conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate Applicable Law;

17.3.3      infringes the IPR, privacy or other rights of any Third Party;

17.3.4      contains a Virus;

17.3.5      contains advertising; or

17.3.6      constitutes false or misleading statements.

17.4         We cannot, and do not, review all Posts You make and are not responsible for the same.

17.5         We reserve the right to remove any of Your Posts at any time.

18.           NOTICES OF INFRINGEMENT & TAKEDOWN

18.1         We do not allow any content that infringes or violates the IPR of any Person, or privacy rights of any natural Person.

18.2         If You believe that Your IPR is infringed by any content on the Wo Hui Mandarin Platform, please email Us at the email address stated at Clause 21.19.

18.3         For the purpose of Clause 18.2, please provide relevant details including identifying the allegedly infringing content, details of Your IPR that such content allegedly infringes and Your contact details.

18.4         We will remove any content that is established as infringing the IPR or privacy rights under Applicable Law from the Wo Hui Mandarin Platform.

19.           WO HUI MANDARIN PLATFORM CONTENT

19.1         You acknowledge and agree that We may update the Wo Hui Mandarin Platform from time to time, and may change its content at any time, including the Free Content, Products, Services and/or 3P Offerings that may be accessed via the Wo Hui Mandarin Platform.

19.2         You acknowledge and agree that despite Our efforts, certain content on the Wo Hui Mandarin Platform may, from time to time, become out of date.

19.3         Third Party technology partners, such as Apple Inc., Google Inc., Microsoft Corporation or Research in Motion Limited or Amazon do not have any responsibilities or obligations to You in relation to Our App and will not provide any maintenance or support services for Our App.

20.           ORGANISATION ADMINISTRATOR

20.1         Where You are an Organisation Administrator, You acknowledge and agree that:

20.1.1      You are using the Administrator Account as an authorised representative of Your Organisation and You understand that any actions You take will be binding upon and impute responsibility to Your Organisation;

20.1.2      You will not act outside the bounds of authority which has been granted to You by Your Organisation;

20.1.3      You will not in any respect misuse the Administrator Account; and

20.1.4      You will at all times keep any access keys, passwords and other log-in information relating to the Administrator Account safe and secure.

21.           PLATFORM DATA

21.1         You acknowledge and agree that:

21.1.1      We may collect Platform Data from You;

21.1.2      any Platform Data that We collect in connection with the Wo Hui Mandarin Platform shall be the absolute property of Ourselves;

21.1.3      We may use any Platform Data, on an aggregated and anonymized basis, for the purposes of:

(a)            performing our obligations under any TOB;

(b)            improving the Wo Hui Mandarin Platform; and/or

(c)             for Our general business purposes or the general business purposes of Our affiliates.

22.           GENERAL PROVISIONS

22.1         You acknowledge and agree that You shall not refer to Us or Our licensors in any public media for any purposes.

22.2         You acknowledge and agree that We may revise these T&Cs at any time without any need to formally notify You.

22.3         Your continued Use of the Wo Hui Mandarin Platform shall be deemed an acceptance by You of these T&Cs as revised from time to time pursuant to Clause 21.2.

22.4         You will be able to view, and You agree to check each time You Use the Wo Hui Mandarin Platform, the current version of these T&Cs within:

22.4.1      Our App at any time under “My Account” (opened by tapping on Your avatar/name from the ‘hamburger’ menu icon on the home screen) after You have logged in; and/or

22.4.2      Our Sites under “My Account” (opened by tapping on Your avatar/name in top right of the home page) after You have logged in.

22.5         In accepting and agreeing these T&Cs, You hereby warrant and represent to Us that You have the lawful capacity and authority needed for You to do so.

22.6         Both You and We shall comply with all Applicable Law.

22.7         We may, in Our sole and absolute discretion and at any time, modify, suspend or terminate operation of and/or access to the Wo Hui Mandarin Platform (or any part thereof) and the Free Content, Products, Services and/or 3P Offerings that are accessible via the Wo Hui Mandarin Platform.

22.8         Neither You nor We shall be liable to the other (as the case may be) for any delay or non-performance of our respective obligations under these T&Cs as a direct result of an established Force Majeure Event.

22.9         Subject to Clause 7, these T&Cs constitute the entire agreement between You and Us relating to Your Use of the Wo Hui Mandarin Platform, to the exclusion of all other terms and conditions, and any prior written or oral agreement between both parties.

22.10      You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under these T&Cs without Our prior written approval.

22.11      We may assign, transfer or deal in any way with Our rights under these T&Cs including to an affiliate or any Third Party.

22.12      No failure to exercise, nor any delay in exercising, any right, power or remedy under these T&Cs shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.

22.13      Any waiver of any breach of these T&Cs shall not be deemed to be a waiver of any subsequent breach.

22.14      If any provision of these T&Cs is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, these T&Cs shall be deemed modified to the minimum extent necessary to make them valid and enforceable.

22.15      Where the deemed modification in Clause 21.14 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of these T&Cs shall still remain in full force and effect.

22.16      You and We are and shall remain independent parties and neither You nor We shall have, or represent ourselves to have, any authority to bind the other party or to act on its behalf.

22.17      Nothing in these T&Cs shall be construed to make either You or We an agent, employee, franchisee, joint venturer or legal representative of the other party.

22.18      Except as expressly stated, these T&Cs do not create any rights that are enforceable by any Third Parties. You acknowledge and agree that only the following people have rights under these T&Cs:

22.18.1   You;

22.18.2   Us; and

22.18.3   the operator of the app store from which You downloaded Our App, where applicable.

22.19      All notices under these T&Cs shall be in writing and shall be delivered by email to the party due to receive it at the party’s designated email address. In Our case, please send it to [email protected]

22.20      These T&Cs are drawn up in the English language and the English language version of the same shall always prevail over any translation. These T&Cs shall be construed, interpreted and administered in English.

22.21      These T&Cs are governed by, and shall be construed in accordance with, the law of Singapore.

22.22      Both You and We agree to submit any disputes arising under or in connection with these T&Cs to binding and final arbitration, and the following shall apply:

22.22.1   the arbitration shall be administered by the Singapore International Arbitration Centre (SIAC);

22.22.2   the arbitration shall be conducted in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 21.22;

22.22.3   the seat of the arbitration shall be Singapore;

22.22.4   the arbitral tribunal shall consist of 1 arbitrator;

22.22.5   the language of the arbitration shall be English; and

22.22.6   the costs of the arbitration shall be borne equally by both parties.

23.           DEFINITIONS

23.1         “3P Offerings” means:

23.1.1      products and/or services offered by Third Parties;

23.1.2      links to independent Third Party websites and/or applications; and/or

23.1.3      content supplied by independent Third Parties.

23.2         “Account Information” means the following information that You provide to Us to register for a User Account:

23.2.1      the account holder’s given name;

23.2.2      the account holder’s family name;

23.2.3      the account holder’s gender;

23.2.4      the account holder’s email address;

23.2.5      the account holder’s physical mailing address;

23.2.6      the account holder’s date of birth;

23.2.7      the account holder’s organisational affiliation and campus (if relevant);

23.2.8      the account holder’s country of origin;

23.2.9      any other information We may request from You from time to time.

23.3         “Administrator Account” means an account which may be used a Organisation Administrator to conduct administrative activities on an Organisation’s behalf, including the creation of User Accounts for Organisational Users, amendment of an Organisational User’s details, submission of password reset requests and access to and processing of an Organisational User’s information (including Personal Information).

23.4         “Applicable Law” means all national, state, local and municipal legislation, regulations, statutes, by-laws, Approvals and/or other laws and any other instrument or direction from officials having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions thereto) relating to or connected with the activities contemplated under these T&Cs, wherever so located and/or performed.

23.5         “Approvals” means any licenses, permits, consents, approvals and authorisations (statutory, regulatory or otherwise) that either You or We may require to perform our obligations under these T&Cs.

23.6         “Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under these T&Cs (e.g. acts of God, civil unrest, political situations etc.).

23.7         “Free Content” means any free access to teaching or learning tools, media, links or any other form of content which We make available on the Wo Hui Mandarin Platform in Our sole discretion from time to time and may include access to certain 3P Offerings.

23.8         “Indirect Loss” means in relation to a breach  these T&Cs any loss of production, loss of use, loss of revenue, loss of profit, loss of contract, loss of goodwill, loss of data, or any indirect, consequential or special loss;

23.9         “IPR” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, Marks, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.

23.10      “Marks” means company names, product and service names, trademarks, service marks, designs and logos.

23.11      “Organisation” means a Person that has registered as a corporate customer with Us.

23.12      “Organisation Administrator” means Persons who act as representatives of an Organisation and have access to Administrator Accounts.

23.13      “Organisational User” means a Person who is a member of an Organisation and signs-up for a User Account, under that Organisation’s corporate account with Us.

23.14      “Our Apps” means the Wo Hui Mandarin applications downloadable via a relevant app store including those offered by Apple Inc., Google Inc., Microsoft Corporation or Research in Motion Limited or Amazon, including Wo Hui Mandarin Learn and Wo Hui Mandarin Play.

23.15      “Our Sites” means the Wo Hui Mandarin websites, including wohui.co, cnl.wohui.co, wohui.io, games.wohui.co.

23.16      “Personal Information” means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, Our possession.

23.17      “Person” means any natural person, corporate or unincorporated body (whether or not having separate legal personality), individual, corporation, partnership, limited liability company or similar entity.

23.18      “Platform Data” means any information generated by Your use of the Wo Hui Mandarin Platform which shall include, but not be limited to:

23.18.1   App tokens];

23.18.2   Page tokens;

23.18.3   App secrets; and

23.18.4   Data points generated by app or site interactions.

23.19      “Post” means any material and/or information posted, shared or otherwise published on the Wo Hui Mandarin Platform, and “Posts” shall have the equivalent grammatical meaning.

23.20      “Products” means products which We may choose to offer for sale via the Wo Hui Mandarin Platform, but do not include any 3P Offerings.

23.21      “Privacy Notice” means Our privacy & cookie notice accessible at www.wohuimandarin.com/privacy.

23.22      “Services” means services which We may choose to offer for sale via the Wo Hui Mandarin Platform, but do not include any 3P Offerings.

23.23      “T&Cs” means these terms and conditions governing Your Use of the Wo Hui Mandarin Platform.

23.24      “Third Party” means a Person who is neither You nor Us and “Third Parties” shall have the equivalent grammatical meaning.

23.25      “TOB” means the standard terms of business or separate service contract (as applicable) that governs the purchase of Our Products and/or Services by You (or the Person on behalf of whom You are acting), or where you are an Organisational User, that applies to Your Organisation.

23.26      “Use” means using the Wo Hui Mandarin Platform (or any part thereof), including visiting Our Site or downloading Our App and thereafter accessing, browsing, viewing or registering to use and utilising in any manner (as the case may be) the Wo Hui Mandarin Platform either directly or indirectly and “Using” shall be construed accordingly.

23.27      “User Account” means the personal user account that a Person registers with Us via the Wo Hui Mandarin Platform.

23.28      “User Account Opening Request Form” means a form completed and submitted by an Organisational User, containing Account Information and requesting the opening of a User Account by the relevant Organisation Administrator.

23.29      “Virus” means any viruses, worms, trojan horses, cancel bolts or any other computer code designed to disrupt or adversely impact computer systems, networks or devices.

23.30      “Wo Hui Mandarin User Code of Conduct” means the guidelines that You shall comply with when Using the Wo Hui Mandarin Platform accessible at www.wohuimandarin.com/usercode and as amended by Us from time to time.

23.31      “Wo Hui Mandarin Platform” means Our Site(s) and/or Our App(s).