Last Update: 8th October 2020
In these Terms and Conditions (“Terms”), “MasterX”, “we”, “our” or “us” means Platform AI Limited and its affiliates, which owned the MasterX website and mobile applications. “Tutor” means provider(s) of the classes (including Tutor’s heirs, assigns and successors, if any). “Student” means person(s) who subscribe for Classes through the Site (including Student’s heirs, assigns and successors, if any).
Besides, “Class”, “Classes” means any fitness, recreational, wellness, educational or other classes, experiences, activities, events, services, recordings, and/or products made available through MasterX. “Site” means any MasterX website, mobile application(s) (such as for iPhone or Android) or content These Terms are a contract between MasterX and Student, or between MasterX and Tutor or other non-members and govern their access to and use of the Site or Classes. Please read these Terms carefully before accessing and/or using the Site and/or Classes.
1. General Terms
2. Trademark and Copyrights
3. Member Registration
4. Rights and Responsibilities
5. General Disclaimer
6. Fees, Billing, Cancellation
7. Honor Code and Prohibited Conduct
8. Tutor Instructions and Agreement
9. Student Instructions and Agreement
10. Intellectual Property Rights and Agreement
11. Arbitration Agreement
12. Regulatory Law and Jurisdiction
1. General Terms
1.1 Acceptance of Terms
By accessing and/or using the Site and/or Classes, or clicking any button to indicate your consent, you accept and agree to be bound by these Terms, just as if you had agreed to these Terms in writing. If you do not agree to these Terms, do not use the Site or any Class.
1.2 Amendment of Terms
MasterX may amend the Terms from time to time. Unless we provide a delayed effective date, all amendments will be effective upon posting of such updated Terms. Your continued access to or use of the Site or Classes after such posting constitutes your consent to be bound by the Terms, as amended.
1.3 Scope of Application
MasterX currently operates in Hong Kong only. Access to our site is not permitted from other jurisdictions. These terms are only applicable to users in Hong Kong.
1.4 Additional Terms
In addition to these Terms, certain plans, offers, products, services, elements or features may also be subject to additional terms, conditions guidelines or rules which may be posted, communicated or modified by us or applicable third parties at any time. Your use of any such plan, offer, product, service, element or feature is subject to those additional terms and conditions, which are hereby incorporated by reference into the Terms, provided that in the event of any conflict between such additional terms and the Terms, the Terms shall prevail. We reserve the right to modify, terminate or otherwise amend these additional terms or the Terms at any time in our sole discretion.
2. Trademark and Copyrights
2.1 Any intellectual property associated with our Site, Student Data, MasterX trade names, logos, trademarks, domain names, social media identifiers, all data collected through or from our Site, all audiovisual content, video or audio recordings, photographs, graphics, artwork, text, any other content created by MasterX or at MasterX’s direction or assigned to MasterX, and any materials, and the technologies, softwares and tools used or provided by MasterX are all under MasterX’s trademark.
2.2 All third-party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video or recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed on the Site are all authorized or approved for use by their IP owners.
2.3 By submitting User Submissions to MasterX, you hereby grant MasterX and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the “MasterX Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site and MasterX’s (and its successors’) business, for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.
2.4 In the event of infringing or other illegal activities, we have no obligation to, but reserve the right to terminate access to the Site and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies MasterX may have at law or in equity.
3. Member Registration
3.1 By using the Site and registering as a member, you represent that you are at least 18 years old and have not been previously suspended or removed.
3.2 You agree that the information you provide to MasterX at sign up and at all other times will be true, accurate, current, and complete and that you will keep this information accurate and up-to-date at all times. When you sign up, you will be asked to create a password. You are solely responsible for all activity that occurs under your account, including any activity by unauthorized users.
3.3 From time to time MasterX may permit you to sign up for a co-membership that provides you with a membership to MasterX as well as a membership to a third-party Tutor (“Tutor Membership”). If you sign up for a co-membership, you will be subject to these Terms as well as additional terms applicable to the co-membership and the Tutor Membership.
3.4 From time to time we may permit non-subscribers to access certain Classes, content or features for a cost or at no cost.
3.5 MasterX may permit you to purchase certain products or Classes through the Site, in addition to your subscription or without having a subscription. You acknowledge and agree that these Terms apply to any such purchase you make, and you will be responsible to pay the applicable fees, which may change at any time.
3.6 Your MasterX account is personal to you and you agree not to create more than one account. You cannot transfer or gift Classes or MasterX Credits to third parties or allow third parties to use your MasterX account, including other MasterX Student/Tutor or any non-members.
3.7 You understand and agree that, at any time and without prior notice MasterX may terminate, cancel, deactivate, disable, delete and/or suspend your subscription, your account, any orders placed, or your access to or use of the Site, your membership and/or Classes (or any portion thereof, including but not limited to your access to any or all Tutors, venues, dollar credits or classes or services) and/or discontinue, disable, suspend, modify or alter any aspect, feature or policy of the Site, including of your subscription. This includes the right to terminate or modify any subscription prior to the end of any pre-paid or committed period. If MasterX deletes your account for these reasons, you may not re-register for or use the Site and/or Classes under any other username, email, payment method or profile. MasterX may block your access to the Site to prevent re-registration.
3.8 By providing your information or creating an account, you agree that MasterX may contact you by email, direct mail, telephone or text messages at any of the addresses or phone numbers, as applicable, provided by you or on your behalf in connection with a MasterX account, including for marketing purposes where you have consented. For details about how we may use your personal data for marketing purposes, and how you may opt-out of receiving marketing communications, please see Clause 10 and its sub-clauses hereunder.
3.9 If you have express permission from MasterX to open or use an account on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent and warrant that you are an authorized representative of such organization with the authority to bind such it to these Terms; and agree to be bound by these Terms on its behalf.
4. Rights and Responsibilities
4.1 MasterX itself is not a school, educational center, gymnasium, place of amusement or recreation, health club, facility, fitness studio or similar establishment and does not own, operate or control any of the Classes that are offered at or through such facilities. MasterX bears no responsibility for any casualties or damages caused by any third-party service providers, products, Classes, or activities.
4.2 The MasterX Site enables Student to reserve, schedule, purchase, access and attend a wide range of educational, fitness, recreational and wellness Classes offered and operated by the Tutor. You understand and agree that MasterX does not own, operate or control the Tutor Membership and is not responsible for the Tutor Membership, which is provided entirely by the applicable Tutor.
4.3 MasterX does not guarantee the availability of particular Tutor, Venues, locations, Classes, services, experiences, content, inventory, spots or other features, and availability may change over time and at any time. The type, quantity, quality, allocation and availability of Tutors, Venues, classes, and other inventory offered, are determined by MasterX in its sole discretion. MasterX takes certain steps to release, promote and otherwise make available spots and inventory at varying times and in an ongoing and evolving way.
4.4 MasterX may allow you to access to or host a variety of audio or video Classes from your computer or mobile device, via live stream and/or on demand. To access or host these digital Classes, you need to comply with certain technical and hardware requirements as to be announced by MasterX.
4.5 You must not use or exploit the Site and/or Classes for commercial purposes. You understand and agree that MasterX may take actions we deem reasonably necessary to prevent fraud, abuse and/or any activity which may be regarded as inappropriate in our sole discretion.
4.6 We continually update and test various aspects of the MasterX platform. We reserve the right to, and by using the Site and/or Classes you agree that we may, include you in or exclude you from these tests without notice.
4.7 You acknowledge and agree that by clicking on the button labeled “CONFIRM PURCHASE,” “SUBMIT”, “DOWNLOAD”, “JOIN NOW”, “I ACCEPT” or such similar links as may be designated by MasterX to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other applicable laws, you hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the site or services offered by MasterX. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments by other than electronic means.
4.8 MasterX will not be liable for any failure to perform or for any delay in performance of its obligations hereunder caused by acts of god, fire, flood, earthquake, epidemic, power outage, outbreak of hostilities, riot, civil disturbance, acts of terrorism, acts of any government or authority (including non-availability or revocation of any licence or consent), strike, lockout or industrial action of any kind or any cause or circumstances whatsoever beyond its reasonable control (collectively “Force Majeure”). In the event a particular Force Majeure event continues for a continuous period of at least thirty days, MasterX shall be entitled at its absolute discretion to terminate this agreement upon giving written notice of three days.
5. General Disclaimer
5.1 Without limiting the foregoing, MasterX does not warrant or make any representations that:
- The Site and/or any Class is suitable for you or will meet your personal needs;
- Regarding the adequacy or safety of any Class or recommendation;
- The Site and/or any Class, or any aspect thereof, will be available or permitted in Hong Kong;
- The Site, or any aspect thereof, will be uninterrupted or error-free, that defects will be corrected, or that the site and any downloadable software, content, services, or applications made available in conjunction with or through the Site or the server that makes them available are free of viruses or other harmful components;
- Regarding the use of the Site and any downloadable software, content, services, or applications made available in conjunction with or through the site in terms of correctness, accuracy, reliability, or otherwise.
5.2 Any material, content or data that you download or otherwise obtain through the Site is at your own risk. You are solely responsible for any damages to your computer system or loss of data resulting from the download of such material, content or data. Certain applicable laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the disclaimers, exclusions, or limitations set forth in these terms might not apply to you, and you might have additional rights. To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of 3 days after the date on which you first used the Site, and no warranties shall apply after such period.
6. Fees, Billing, Cancellation
6.1 By initiating a MasterX subscription, you authorize us to charge you for your subscription fee at the then current rate, which may change from time to time in accordance with paragraph 6.6 below. You acknowledge that the amount billed for the Classes may vary for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts.
6.2 You also authorize us to charge you any other fees you may incur in connection with your use of the Site, such as any applicable sign-up fee, taxes and cancellation or late fees.
6.3 In addition to fees we charge, Tutors may also charge equipment or other amenity fees that you will be responsible for directly in which MasterX bears no responsibilities.
6.4 Note that even if you do not use the subscription or access the Site and/or Classes, you will be responsible for subscription fees until you cancel your subscription, or it is otherwise terminated. Besides, in each case we reserve the rights to charge fee(s) to cover the cost of any Class or other services or products you may have used or received prior to your cancellation and to cover any administration fees and/or expenses required or incurred by us to the fullest extent as permitted by law.
6.5 Unless specified with notice, otherwise our fees (including the fee for your membership, if any and any other fees) will not be refunded in cash. However, we will provide a refund to Student by way of transferring the fees into dollar credits inside their MasterX accounts. Each dollar credit is equivalent to 1 HK dollar and can be used for future Classes in the manner as follows:
6.6 We reserve the right to adjust pricing at any time. Unless we expressly communicate otherwise, any price changes to your subscription will take effect upon notice communicated through a posting on the MasterX website or mobile application or such other means as we may deem appropriate from time to time, such as email or otherwise. If you do not cancel your subscription, you will be deemed to have accepted these new fees.
6.7 You may edit your Payment Method information (including but not limited to the electronic means such as PayPal, PayMe or such other methods as provided in our Site from time to time) by logging onto our Site and editing it in your account settings. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method or any other payment method you have provided, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates.
6.8 If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.
6.9 As a MasterX Student, you must reserve and cancel your Classes only through the Site. It is a breach of these Terms if you reserve or cancel directly with a Tutor, including through any online or mobile account you have with a Tutor, independent of MasterX. If you reserve or cancel directly with such Tutor we reserve the right to charge you the full amount that the Tutor charges for such class and/or any applicable cancellation fees, and/or to suspend or terminate your subscription and/or membership.
6.10 You are also responsible for all third-party charges and fees associated with connecting to and using the Site and/or Classes, including fees such as internet service provider fees, telephone and computer equipment charges and any other fees necessary to access the Site and/or Classes.
6.11 MasterX’ liability to you is limited to HK$50 or the amounts, if any, paid by you to MasterX under this agreement in the three months immediately prior to the event first giving rise to the claim, whichever is more. The foregoing limitations will apply to the maximum extent permitted by applicable law, regardless of whether MasterX has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.
7. Honor Code and Prohibited Conduct
7.1 Without limiting the prohibitions and restrictions found elsewhere throughout the Terms, you agree not to:
7.2 Harass, threaten, stalk, disrupt or defraud users, Student or staff of MasterX or Tutors or any other person, or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;
7.3 Act in a deceptive or fraudulent manner by, among other things, impersonating another person or access another user’s account or signing up for more than one account;
7.4 Share MasterX password with any third party or encourage any other user to do so;
7.5 Permit anyone to use any Classes or services booked under your own membership, including other Students;
7.6 Reserve or cancel any Class directly with a Tutor, rather than through the Site;
7.7 Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, use for commercial purposes or otherwise exploit any portion of the Site;
7.8 Misrepresent the source, identity, or content of information transmitted via the Site, including deleting the copyright or other proprietary rights or notices from any portion of the Site;
7.9 Upload material (e.g. virus) that is damaging to computer systems or data of MasterX or users of the Site or otherwise use the Site in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Site;
7.10 Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others;
7.11 Upload or send to Site users such as Student, Tutor or otherwise pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
7.12 Decompile, reverse engineer or disassemble the Site, in whole or in part, except as may be permitted by applicable law;
7.13 Link to, mirror or frame any portion of the Site;
7.14 Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Site;
7.15 Attempt to gain unauthorized access to or impair any aspect of the Site or its related systems or networks or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
7.16 Make unsolicited offers, advertisements, proposals, or send junk mail or “spam” to users such as Student or Tutor;
7.17 Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, any features that prevent or restrict use or copying of any content accessible through the Site, or any features that enforce limitations on the use of the Site or the content therein;
7.18 Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site;
7.19 Modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site;
7.20 Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site;
7.21 Use the Site for or in connection with any purpose that is unlawful or prohibited by these Terms.
7.22 MasterX reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion. If we determine that you have violated these Terms or otherwise engaged in illegal or improper use of your membership, Classes and/or the Site, you will not be entitled to any refund and you agree that we will not be responsible to pay any such refund in whatever manner.
8. Tutor Instructions and Agreement
8.1 Your classes or other services will be available for use by MasterX Students after you are launched on our Site. We reserve the right to limit the inventory or number of spots available. Tutor shall accord the same preferences and priorities to reservations made via MasterX as reservations made by Tutor's Student. In addition, Tutor shall not cancel a MasterX reservation except where the class or service itself has been cancelled.
8.2 We will send you a link to review your page on our Site and provide feedback. The MasterX design team will confirm that all photos and design comply with MasterX brand requirements and reserves the rights to prohibit any uploading and displaying of such contents based on infringement, inappropriate content, or other reasons.
8.3 You agree not to participate in or launch any other services or arrangements that are similar in form and substance to those, which you are agreeing to with us pursuant to this Terms (e.g., variety package deal, alternative fitness Partner subscription offerings, multi-Partner package programs).
8.4 Cancellation of Class:
- If the Class is not enrolled, you may cancel the Class after providing us the reason and the class will be removed.
- If the class is enrolled, you may also cancel the Class with the reason provided to us, and the fees already charged by MasterX will not be refunded. Meanwhile, your Tutor rating will be lowered by one level and all paid tuition fees will be converted into dollar credits and refunded to the registered Students’ MasterX account correspondingly. If one’s Tutor rating has been reduced to the lowest level, his/her Tutor information and all the Classes that have been listed will be removed from the Site.
- Classes that have been enrolled and commenced cannot be cancelled, it is recommended to handle the incident by way of swapping Classes.
8.5 The Class rearrangement function allows Tutor to swap Student’s attendances upon their requests, and to adjust the number of Students attending each Class. When cancelling an enrolled course, it is highly recommended to use the Class rearrangement function first to arrange enrolled Students to join other Classes, so as not to affect your Tutor rating.
8.6 You are solely responsible for any applicable taxes related to transactions herein.
8.7 At your sole cost and expense, you shall have and maintain in force the insurance coverage required for your profession and/or business under the legislations and Laws of Hong Kong.
8.8 Tutor rating system:
- We offer a Tutor rating system for Students to rate every Tutor’s teaching quality and performance with five stars as the highest score and one star as the lowest.
- If an enrolled Class is cancelled, the Tutor’s rating will be lowered by one level. If the Tutor’s rating has been reduced to the lowest level, the Tutor’s information page and all the Classes that have been listed will be removed from the Site.
Students' tuition fees will be charged by MasterX first and kept in MasterX’s central system. For all the completed classes, MasterX will deduct 10% on the tuition fees collected as service fee, payment gateway fees (i.e. PayMe and Paypal) and bank charges and transfer the remaining amount to tutor's registered bank account on the 14th and 28th day of each month via bank electronic transfer.
8.10 It may take up to 5 working days for the fund to arrive at your registered bank account via bank electric transfer.
As full and complete payment for all goods and services you provide to us hereunder, MasterX will pay you the tuition fee(s) as set forth in the Tutor Agreement for each Qualifying Class. A Qualifying Class means a reservation for a class or service at Tutor booked through our Site or by MasterX unless such reservation (1) was cancelled by MasterX or the Student in accordance with the cancellation policy as stated in Section 3 (b) above; (2) was cancelled by you in which case the following cancellation policy shall be applicable; or (3) otherwise was not honored by you. For the avoidance of doubt, attendances that are not booked by us or through our Site, such as last-minute walk-ins, do not count as Qualifying Classes.
8.12 As part of the on-boarding process, you will be given access to our on-line payment system to provide your bank account information (“Bank Account”) essential for hosting any Class on the Site. Once your Bank Account has been verified, we will make payments to you hereunder by electronic transfer to your Bank Account. You are responsible for updating our on-line payment system as to any changes in your Bank Account.
8.13 We have 90 days after each payment to you to make reconciliation adjustments, such as in respect of Classes that were cancelled but as to which we have remitted payment. We may setoff overpayments against any other payments due to you hereunder. In addition, you agree to provide us reasonable access during business hours to your books and records to confirm that our payments to you hereunder are correct. You may reconcile the data in the Tutor account to our payment and must bring to our attention any discrepancies within 30 days after the last day of the month in which there is a discrepancy.
8.14 Except as provided in the next sentence, you agree not to charge MasterX for any fees associated with attending Classes and services booked through our Site or by MasterX. The only charges which you may assess our Students in connection with Classes and services booked through our Site or by MasterX are equipment use or rental fees, and then only if such fees expressly have been disclosed to MasterX in advance in writing not less than seven working days prior to the Student’s reservation. Tutor may not charge Student any fee that is not being charged to Tutor’s existing and regular clients. We reserve the right to credit our Student for any fees improperly assessed against them and then to setoff such fees against payments otherwise due to you hereunder. In addition, MasterX has no responsibility for any payments that may be due to you from our Students.
8.15 MasterX may review Tutor's rate from time to time to verify Tutor's pricing and ensure Tutor’s rate is not price gouging and remains in line with Tutor’s other packages and pricing. We will communicate any cost that may apply to your use of any upgrades, products, services or features we may release from time to time.
8.16 If you have gained access to any Student Data in connection with MasterX, such as through an integration with the Site, you agree not to process or use such Student Data for any purpose other than booking MasterX reservations in accordance with any documented instructions of MasterX (“Permitted Purpose”). For clarity, you must not use it for any other purpose, including but not limited to:
- marketing or sending communications via mail, email, or phone;
- analytics, and/or;
- selling, disclosing or otherwise communicating Student Data to any third party for monetary or other valuable consideration.
You agree to implement reasonable security procedures and practices to protect Student Data from such unauthorized use, as well as from other unauthorized access, disclosure, use, loss, alteration, exfiltration, theft, and accidental or unlawful destruction (“Security Incident”).
To use Student Data for any purpose other than the Permitted Purpose, you must independently obtain consent directly from the Students, and you must comply with applicable privacy and data protection laws. You are solely and exclusively responsible for ensuring that your collection, processing, and use of Student Data complies with all requirements of applicable law and will be independently responsible under such law for any failures to do so. Nothing in the foregoing is intended to restrict your use of data that you collect independently and directly from a Student (rather than through MasterX or an integration with MasterX) in compliance with applicable law.
8.17 Upon becoming aware of any actual or suspected Security Incident relating to Student Data or other MasterX confidential information, you shall:
- inform MasterX immediately;
- take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident;
- take all actions necessary to comply with applicable data protection law;
- keep MasterX informed of all developments in connection with the Security Incident.
You agree to cooperate with any investigation by MasterX, assist in mitigating damages, and bear expenses that MasterX incurs to comply with applicable laws arising from any Security Incident relating to Student Data or other confidential information. You agree to remain fully liable for any breach of this Clause 17 e) and/or applicable data protection law that is caused by an act or omission of your employees, agents, and/or third parties that gain access to Student Data through you.
8.18 You agree not to:
- I. target or offer promotions to MasterX Students (such as by sending emails) unless such promotions are also available in the same manner and to the same extent as they are available to all of your direct customers;
- make any comparative references to MasterX, its services or pricing, and/or other Tutors’ or Students’ participation in MasterX, and/or;
- undercut MasterX's pricing.
8.19 You agree to execute any additional documentation and take any other further action that is or may become necessary to comply with applicable data protection law. You further agree to fully cooperate with MasterX in this regard if MasterX seeks your assistance.
8.20 The Agreement between MasterX and you as Tutor will have an initial term of one year and will automatically renew for additional one‐year terms until such time as this Agreement is terminated. Tutor may terminate this Agreement for any reason upon 90 days advance notice in writing. MasterX may terminate this Agreement for any reason upon 30 days advance notice in writing. During the period between the notice of termination and the effective date of termination, Tutor shall:
- maintain, and not restrict, MasterX access to Tutor's reservation system and;
- not reduce the percentage of its inventory made available to MasterX by more than 50%.
In addition, MasterX may terminate this Agreement or suspend Tutor’s participation in the MasterX network if you breach this Agreement or due to quality issues. Section 11 of the Term will continue in full force and effect after any termination of this Agreement.
9. Student Instructions and Agreement
9.1 You understand that there are certain inherent risks and dangers in exercising and that the Classes you may attend or participate in offer a range of activity and intensity levels. By using MasterX (including but not limited to attending, participating in or using a Class), you acknowledge and agree, on behalf of yourself, your heirs, personal representatives and/or assigns that you are aware of these risks which include, but are not limited to, property damage, illness, loss and bodily injury or death. You acknowledge that some of these risks cannot be eliminated and you specifically assume the risk of injury or harm.
9.2 You acknowledge and agree that it is your responsibility to consult with your doctor or other health care professional prior to using MasterX (including but not limited to attending, participating in or using a Class) and to determine if and how participating is appropriate for you. Do not use Classes if your doctor or health care provider advises against it. If you experience faintness, dizziness, pain or shortness of breath at any time while exercising, you should stop immediately.
9.3 Students taking Classes are deemed to agree to the liability waivers and terms of individual Tutors. Your participation in any Class may be subject to addition policies, rules or conditions of the applicable Tutor and you understand and agree that you may not be permitted to reserve or attend classes or services if you do not comply with these Terms or the policies of the Tutor or as otherwise determined by a Tutor If you have questions about a Tutor’s waiver or other terms, please see the applicable Tutor’s website or contact the Tutor directly.
9.4 All Students’ Class registration fees will be charged by MasterX first and the record will be kept in MasterX’s central system. If the Classes are not taken off by MasterX, or cancelled by Tutor or by you in advance, the tuition fee for the completed classes you registered will be e-transferred to the Tutors’ Bank Account in accordance to these Terms.
9.5 You may be required to rate your Classes, Tutors and/or other MasterX experiences that you reserve. When using the Site, you are responsible for your own remarks, comments, actions, and all possible infringement and violation acts at your own risk which MasterX is not liable for.
9.6 With the use of the system of the Site, Student can apply to the Tutor for Class rearrangements directly or cancel their enrollment or subscriptions.
9.7 From time to time we may make available gift cards for MasterX Students. Other than gifting a gift card as described in the gift card terms to be published from time to time, you may not gift Experience to the third parties and your use of MasterX is personal to you.
9.8 From time to time, we may make available certain incentives for MasterX Students to refer a friend to use MasterX.
9.9 MasterX may offer additional types of offers and promotions which will be subject to additional terms and conditions that MasterX may provide.
10. Intellectual Property Rights and Agreement
10.1 During the term of the Agreement between MasterX and Tutor, and solely in connection with our promotion of your goods and services and MasterX, you grant MasterX a non-exclusive, worldwide, royalty free, paid‐up, right to use, modify, reproduce, publicly display, bid on, distribute, broadcast, transmit, stream, publish and publicly perform Tutor IP and 3rd Party IP, in each case in all media or formats now known or hereinafter developed (the “License”), including without limitation for your Tutor page, blog posts, emails, banner ads, search engine marketing.
10.2 While MasterX’s use of the Tutor IP or 3rd Party IP as contemplated by this License shall be within our discretion, you expressly retain the right to request that we use Tutor IP or 3rd Party IP pursuant to any written guidelines that you provide to us. After any termination of this Agreement, we will use commercially reasonable efforts to remove Tutor IP and 3rd Party IP from our Site and other marketing materials; however, we will be authorized to maintain Tutor IP and 3rd Party IP to the extent reflected in:
- blog entries, cached pages or in marketing materials;
- any contents where more than one Tutor is referenced or;
- which otherwise would not be commercially feasible for MasterX to remove and/or modify.
10.3 During the term of this Agreement, you may use the MasterX name, logo and other MasterX IP specified by us in writing in select locations (e.g., on Tutor’s website, at check in) solely in accordance with any marketing guidelines that we provide to you and subject to our right to withdraw or limit such permission at any time. Without our express written authorization (from an executive officer), you shall not otherwise use MasterX IP for any purpose. You agree not to disparage or otherwise denigrate MasterX and not to promote a competitive offering.
10.4 All rights to Tutor IP and 3rd Party IP not expressly granted in this Agreement to us are reserved by you, and all rights to MasterX IP not expressly granted in this Agreement to you are reserved by us.
10.5 You shall not prepare any derivative work based on the MasterX IP or translate, reverse engineer, decompile or disassemble the MasterX IP. You acknowledge and agree that, as between the parties, MasterX owns all interest in and to MasterX IP. You further agree not to take any action to challenge or object to the validity of MasterX’s rights in the MasterX IP or MasterX’ s ownership or registration thereof.
10.6 If you provide us with Feedback, you assign and agree to assign to MasterX and its affiliates all rights, title, and interest in and to any intellectual property rights associated with such Feedback. You agree to provide MasterX such assistance as MasterX may reasonably require to document, perfect, or maintain MasterX’s rights in and to the Feedback.
10.7 MasterX shall have no liability to you, your employees, contractors, agents and its or their affiliates in respect of any reviews or comments posted by our Students on our Site or otherwise.
10.8 You as the Tutor represent and warrant that:
- you have the right, power and authority to enter into this Agreement;
- you are registered, to the extent required by applicable law e.g. under the Business Registration Ordinance, for tax collection purposes in Hong Kong;
- you own all interest in and to the Tutor IP and Feedback and have the right to grant us the License;
- the Tutor IP, 3rd Party IP and your goods and services (including the goods/services you make available to the Site) do not include any material that gives rise to civil liability or otherwise violates any law;
- you and your employees, contractors and agents have had proper education and training and hold all required and up-to-date regulatory authorizations, licenses and certifications relating to any goods or services described in this Agreement;
- you comply with all laws and regulations applicable to your business (including business licenses, insurance documents, etc.) and;
- your business information and Bank Account as provided pursuant to this Agreement are accurate and you are the authorized person to receive the funds sent by MasterX.
10.9 You are solely responsible for, and to the maximum extent allowed under applicable law, shall release, defend and hold MasterX, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any losses or damages arising out of or relating to any of the following:
- any breach by you of this Agreement, or of your representations and warranties hereunder (including misuse of Student Data);
- your sales, use, or similar state or local tax obligations arising in connection with this Agreement;
- claims arising out of or relating to goods and services provided by Tutor or any of its affiliates, or as to any of its or their facilities, including but not limited to, any claims for false advertising, personal injury, death, or property damages.
10.10 We maintain the right to control our own defense and to choose and appoint our own legal representatives, regardless of the presence or absence of a conflict of interest between the parties. Your duty to defend us includes the duty to pay our legal fees and costs. In addition to any other rights or remedies set forth herein, we may offset any amounts due or payable by you pursuant to this Agreement against any amounts due or payable by us pursuant to this Agreement.
10.11 You agree not to disclose the terms described in this Agreement or any non-public information that we may share with you from time to time (such as business or product development plans, trade secrets) to any party (other than your employees, parent entity, shareholders, attorneys and accountants on a strict need-to-know basis, provided that you have taken reasonable precautions to preserve the confidentiality of the information made available to such parties). In the event of a breach of this Section, we will be entitled to injunctive relief and specific performance, and any other relief allowed under applicable law (including monetary damages, if appropriate) without any requirement to post a bond or guarantee. MasterX’s confidential information includes data, reports, and other information we may provide to you from time to time about the industry, your location(s), Classes and/or other services. Such information is provided for informational purposes only.
10.12 In no event shall MasterX be liable or obligated to you as Tutor or any third party for any special, incidental, exemplary, consequential, punitive, or indirect damages in advance. In addition, MasterX shall have no liability to you in connection with any acts or omissions of its Students, their guests or any other third parties. MasterX’s sole and complete liability to Tutor for any claims arising out of or relating to this agreement is limited to payment of the unpaid fees due to these Terms. This limitation of liability applies to the maximum extent permitted by applicable law and notwithstanding the failure of any limited remedy.
10.13 MasterX and Tutor are independent contractors. Nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, or an agency relationship between the parties and neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.
10.14 This Section and the Terms (if applicable) constitutes the entire agreement between MasterX and Tutor relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. MasterX may amend the Agreement (including the Tutor Agreement and/or the Terms) at any time without advance notice or consent. The most recent version of the Terms will be available in the Site of MasterX. Tutor agrees that this notification method constitutes adequate notice to inform Tutor of any amendments to the Agreement and Tutor further agrees to be bound by any such amendments immediately upon such notification, or in accordance with such other time frame that may be communicated by MasterX. If this Agreement is terminated promptly upon such notification because Tutor does not agree to a material change in a material term of the Agreement then MasterX will continue to honor the terms in effect prior to such amendment for the duration of the applicable termination period. This Agreement may not otherwise be amended or modified except by mutual agreement of authorized representatives of the parties in writing.
10.15 You as the Tutor will not transfer or assign your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of an authorized signatory of MasterX. We are authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to you or to terminate this Agreement in the event of any of the foregoing.
10.16 If any provision of this Section is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this section and/or this Agreement, as applicable, shall not be affected.
10.17 Except as expressly stated in this section/agreement, neither party makes any representations or warranties, express nor implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose or non-infringement. MasterX does not warrant or guarantee that the services offered on or through our Site will be uninterrupted or error-free or that any Tutor offering will result in any revenue or profit for Tutor.
You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. MasterX is not responsible for the use or disclosure by any third party of any information that you disclose in connection with User Submissions that are made public, including any personal information. Except as explicitly stated otherwise, legal notices will be served, with respect to MasterX, at email@example.com and, with respect to you, to the email address you provide to us during the registration process (or to any new email address as to which you notify us pursuant to this Section). Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process (or to any new address as to which you notify us pursuant to this Section.). Any notice delivered by physical mail will be deemed given three working days after the date of mailing.
10.19 MasterX will not be liable for any failure to perform or for any delay in performance of its obligations hereunder caused by acts of god, fire, flood, earthquake, epidemic, power outage, outbreak of hostilities, riot, civil disturbance, acts of terrorism, acts of any government or authority (including non-availability or revocation of any licence or consent), strike, lockout or industrial action of any kind or any cause or circumstances whatsoever beyond its reasonable control (collectively “Force Majeure”). In the event a particular Force Majeure event continues for a continuous period of at least thirty days, MasterX shall be entitled at its absolute discretion to terminate this agreement upon giving written notice of three days.
11. Arbitration Agreement
11.1 This Arbitration Agreement facilitates the prompt and efficient resolution of any disputes that may arise between you (as Student or Tutor) and MasterX. Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial.
11.2 It provides that all disputes between you and MasterX shall be resolved by binding arbitration, subject to your consent or choice after a dispute arises. With your consent or choice, such arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement and giving your consent or choosing to resolve any dispute through arbitration shall constitute a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including Legal Representative’s fees).
11.3 For the purpose of this Arbitration Agreement, “MasterX” means “Platform AI Limited”, and its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and MasterX regarding any aspect of your relationship with MasterX, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced.
11.4 We each agree that, except as provided below, and subject to your consent or choice, any and all disputes, as defined above, whether presently in existence or based on acts or omissions in the past or in the future, will be resolved exclusively and finally by binding arbitration rather than in court in accordance with this arbitration agreement.
11.5 Before initiating any Dispute, whether in court or arbitration, you must first give MasterX an opportunity to resolve the Dispute by mailing written notification to Platform AI Limited. That written notification must include:
- your name;
- your address;
- a written description of the Dispute, and;
- a description of the specific relief you seek. If MasterX does not resolve the Dispute to your satisfaction within 90 days after it receives your written notification, you may pursue your Dispute in arbitration.
11.6 If the Dispute is not resolved as provided above in the Pre-Arbitration Claim Resolution section, either you or MasterX may initiate arbitration proceedings. The Hong Kong International Arbitration Centre (“HKIAC”) will arbitrate all Disputes under the HKIAC Administered Arbitration Rules (the “Rules”) in force when the notice of arbitration is submitted, and the arbitration will be conducted before a single arbitrator (appointed by the HKIAC in accordance with the Rules) and in the English language. The arbitration shall be commenced as an individual arbitration and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement. The law of the arbitration and this arbitration clause shall be Hong Kong law. The seat of the arbitration shall be Hong Kong. The Rules are available at www.hkiac.org. If this Arbitration Agreement conflicts with the applicable arbitration rules, this Arbitration Agreement shall govern. Under no circumstances will class action procedures or rules apply to the arbitration.
11.7 The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
11.8 Arbitration shall take place in Hong Kong.
11.9 Any Disputes arising out of or relating to your use of the Site and/or attendance at, participation in or use of Classes, any purchase you make on or through the Site, any information you provide via the Site, and/or these Terms (including the formation, performance, or alleged breach), shall be submitted individually by you and will not be subject to any class action or representative status. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, representative action, consolidated action or private attorney general action). Neither you, nor any other Student/Tutor of MasterX and/or user of MasterX services, can be a class representative, class member, or otherwise participate in a class, representative, consolidated or private attorney general proceeding with respect to the matters set forth in the first sentence of this paragraph. You agree that this Class Action Waiver is material and essential to the arbitration of any dispute between you and MasterX and is non-severable from the Arbitration Agreement. If any portion of this Class Action Waiver is limited, voided, or cannot be enforced, then the Arbitration Agreement shall be null and void. You understand that by agreeing to this Class Action Waiver, you may only pursue Dispute against MasterX in an individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding.
11.10 You understand and agree that, by entering into this Arbitration Agreement and either choosing or consenting to resolve any Dispute by arbitration, you and MasterX are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this Arbitration Agreement, you and MasterX might otherwise have a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). By using the MasterX Site or any Class, product or services, or otherwise accepting these Terms, you are entering into this Arbitration Agreement, and either choosing or consenting to resolve any Dispute by arbitration and you give up those procedural rights. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general an arbitrator’s decision may not be appealed for errors of fact or law.
11.11 If any clause within this Arbitration Agreement, other than the Class Action Waiver clause above, is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable and the Dispute will be decided by a court of competent jurisdiction.
11.12 This Arbitration Agreement shall survive the termination of your contract with MasterX and your use/participation of the MasterX Site, Classes and services.
12. Regulatory Law and Jurisdiction
12.1 MasterX currently operates in Hong Kong only and, together with these Terms, is governed by the laws of Hong Kong. Those who choose to access the site do so at their own initiative and are responsible for compliance with all local rules laws and legislations including, without limitation, rules about the internet, data, email or other electronic messages, or privacy.
12.2 You and MasterX each agrees that the Hong Kong courts have exclusive jurisdiction over all matters on the Site.
12.3 Notwithstanding this, MasterX reserves the right to bring enforcement proceedings in any court or courts including, if appropriate, in the courts of your country of residence.
12.4 These terms contain a binding arbitration agreement and class action waiver that require Student/Tutor to arbitrate all disputes Student/Tutor have with MasterX on an individual basis. Please see Section 11 for more information about the arbitration agreement and class action waiver. Student/Tutor expressly agree that disputes between Student/Tutor and MasterX will be resolved by binding, individual arbitration, and student/tutor hereby waive the right to participate in a class action lawsuit or class wide arbitration.
13.1 Subject to applicable local law:
- these Terms shall be governed in all respects by the laws of of Hong Kong Special Administrative Region, and;
- if for any reason a claim proceeds in court rather than in arbitration, the dispute shall be non-exclusively brought in the Hong Kong courts.
13.2 We may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees. In the event of any such assignment of these Terms or MasterX’ obligations, you agree that you shall release MasterX from any of MasterX’ obligations under these Terms, provided that the relevant transferee agrees to assume any and all such obligations.
13.3 If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
13.4 The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
13.5 These Terms and any applicable Additional Terms, if any, as each may be amended as set forth herein, are the entire agreement between you and MasterX relating to the subject matter herein.
13.6 Subject to applicable local law, in the event you have a cause of action that is not otherwise barred by these terms, you and MasterX agree that any cause of action arising out of or related to these terms and/or the site and/or attendance at, participation in, use of or purchase of classes) must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
13.7 The services in the Site are offered by Platform AI Limited.
13.8 No waiver of any of these Terms by MasterX is binding unless authorized in writing by the Board of Directors of Platform AI Limited. In the event that MasterX waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of MasterX to enforce the same at a later time. Further, in the event we choose to grant an exception to these Terms, any such exception is in our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances.
13.9 Except as explicitly stated otherwise, legal notices will be served, with respect to MasterX, on MasterX’s national registered agent, and, with respect to you, to the email address you provide to MasterX during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three working days after the date of mailing.
13.10 You understand and agree that these Terms will be in the English and Chinese languages. In the event of any controversies between the English and Chinese languages versions of these Terms, the English language version shall prevail.
13.11 If you have any comments, suggestions, bug reports or feedback on this Site (collectively “Feedback”), please email to firstname.lastname@example.org to contact our Customer Service Department. MasterX shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant Master X a worldwide, royalty free, perpetual, irrevocable, sublicensable, transferable, non-exclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party.