Key Points of the Tutor Agreement

1.) Brilliant Rightpoint Limited Company considers its tutors as highly educated and skilled
individuals; thus, we agree to engage you in our services as a “project employee or independent
contractor” such that there is no employee-employer relationship between you and Brilliant
Rightpoint Limited Company.

2.) Your services and relationship with Brilliant Rightpoint Limited Company, as well as the
obligations of the parties involved, are contained in this contract, the Tutor Agreement.

3.) Brilliant Rightpoint Limited Company appreciates and is very grateful that after careful
consideration, you have chosen and agreed to engage with Brilliant Rightpoint Limited Company.

4.) While you are free to be employed with other business entities, Brilliant Rightpoint Limited
Company understands that any other employment should not affect the delivery of your services to
Brilliant Rightpoint Limited Company and that you are prohibited from being employed or affiliated
with competitors.

5.) We are mainly concerned with the delivery of services and the quality of your output as we
do not and will not control every aspect of how you deliver your engaged services.

AGREEMENT OF ONLINE ENGLISH TUTORIAL SERVICE

1. INTRODUCTION

Brilliant Rightpoint Limited (Hong Kong) is a 100% subsidiary of Shenzhen Acadsoc Limited
Company. Brilliant Rightpoint Limited is authorized by Shenzhen Acadsoc Limited Company to
enter into agreement with the tutors for reason that Brilliant Rightpoint Limited is equipped with the
facility of making paypal payments, that is, the tutoring fee will be paid by Brilliant Rightpoint
Limited via paypal to the tutors under this agreement. Brilliant Rightpoint Limited (hereinafter
referred to as the "FIRST PARTY" being a contract party) is offering to its clients (the Client",
"Student") as a way of enhancing their English proficiency (the “Tutorial Service”). Brilliant
Rightpoint Limited Company is bridging the Clients to Tutors (hereinafter referred to as the
"SECOND PARTY" being a contract party) who provide English Class (the “Class”) through the
Tutorial Service.

2. RELATIONSHIP OF THE PARTIES INVOLVED

The SECOND PARTY shall act at all times under this Agreement as an independent contractor. No
employee-employer relationship shall exist between the FIRST PARTY and the SECOND PARTY.
Nothing herein contained, nor any act committed and/or omitted in the performance hereunder, shall
be construed as creating the relationship of principal and agent or of employer and employee
between the parties.
3. TERM

The SECOND PARTY shall provide Tutorial Services pursuant to this Agreement for a term of one
(1) year beginning from the day of agreeing to this Agreement and shall continue until after one (1)
year, unless terminated earlier as set forth in this Agreement. The Agreement may only be renewed
thereafter by a mutual agreement, unless terminated earlier by either of the parties by operation of
and in accordance with this Agreement but confirm that there is no expectation of any arrangement
beyond the Term.

4. WORK CONDITIONS

4.1 Tutor shall provide Up-to-date & Accurate Information

The SECOND PARTY upon registration with the FIRST PARTY shall agree to:

(a) Provide true, accurate, current and complete information about him/her as prompted
by the pre-registration form (such information being "Tutor Profile"),

(b) Maintain and promptly update his/her Tutor Profile to keep it true, accurate, current
and complete; and

(c) Comply with this Agreement. Should the SECOND PARTY provide any
information that is untrue, inaccurate, not current or incomplete, or should the FIRST
PARTY believe that such information is untrue, inaccurate, not current or incomplete; the
FIRST PARTY shall reserve the right to suspend or terminate the SECOND PARTY's
account (the “Tutor Account”) and refuse or restrict any and all current or future use of the
Affiliate Services (the “Affiliate Services”) of the FIRST PARTY.

4.2 No Impersonation and/or Registration in behalf of Another Entity

The SECOND PARTY shall agree to not register under a false identity nor misrepresent his/her
affiliation with a person or entity including but not limited to the use of a pseudonym, uploading
photographs of celebrities or of other people in his/her Tutor Profile, or misrepresenting his/her
age, current or previous positions and qualifications, or his/her affiliations with a person or
entity, past or present; upload, post, transmit, share, store or otherwise make publicly available
on the internet any private information of any third party, including but not limited to addresses,
phone numbers, email addresses, Social Security numbers and credit card numbers.

The SECOND PARTY shall likewise agree to not register or create false Student account(s) for
whatever reasons it may serve him/her.

4.3 Schedule Availability to be Provided by the Tutor

Once the SECOND PARTY has completed the pre-requisite application steps, the SECOND
PARTY shall provide the FIRST PARTY his/her available schedules (the “Class Schedule”)
which fall within the FIRST PARTY's offered operating hours. This is so because Students who
seek the Tutorial Services from the FIRST PARTY make reservations with the FIRST PARTY,
and the FIRST PARTY shall then make the SECOND PARTY's own given Class Schedules
available for the Students to choose from.

The FIRST PARTY has the right to refuse the opening of and/or change the Class Schedule
requested by the SECOND PARTY.

4.4 Connectivity Costs & Equipment as the Tutor's Responsibility

The SECOND PARTY shall provide his/her own capital, office, equipment such as personal
computer and internet connection. The SECOND PARTY shall be solely responsible for its own
Tutorial Services and/or other fees and costs associated with the delivery of the Classes and for
the maintenance of all computer hardware and other equipment required in providing the
Classes.

4.5 Training and Materials as Provided by The FIRST PARTY

The SECOND PARTY may be subjected to further training by the FIRST PARTY, and the
FIRST PARTY may also provide materials to the SECOND PARTY.

4.6 Tutor Account is Non-transferable

The transfer and use of another Tutor Account shall not be allowed at any time.

The FIRST PARTY shall grant the SECOND PARTY a personal, non-transferable and
exclusive right to access its Website (the “Website”); provided that the SECOND PARTY shall
not (and shall not allow any third party to) copy, modify, create a derivative work from, reverse
engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign,
sublicense, grant a security interest in or otherwise transfer any right to the Tutor Account.

Additionally, the SECOND PARTY shall be prohibited from selling, trading, or otherwise
transferring its Tutor Account to another party. Should the SECOND PARTY not comply, the
SECOND PARTY shall not be allowed to provide the Classes.

4.7 The FIRST PARTY Reserves All Rights to Review the Classes (i.e. for quality control,
redistribution and other purposes not otherwise specified)

The SECOND PARTY shall agree that the FIRST PARTY may record and monitor all or any
part of any Classes (including voice chat communications) for quality control, redistribution,
advertising and other purposes. The FIRST PARTY shall reserve the right to review the Classes
for purposes deemed necessary.

4.8 Fee

4.8.1 The SECOND PARTY's fee (the “Tutor Fee”) is based on each Class/hour

The SECOND PARTY shall be paid on an hourly basis given that the Class Schedule has
been approved by the online manager.
4.8.2 Initial Tutor Rate and Rate Increase

Tutors' initial rate, rate increase, and other conditions shall be offered via email (the “Tutor
Fee E-mail”) which is sent upon the SECOND PARTY’S passing of the screening
procedures of the FIRST PARTY. The SECOND PARTY understands and accepts that
agreeing to this Agreement also signifies his/her consent to the terms and conditions stated
in the Tutor Fee E-mail.

The SECOND PARTY acknowledges that the FIRST PARTY offers different rate and
condition to different Tutors. The SECOND PARTY also understands that the details
pertaining to his/her Tutor rate must not be disclosed or divulged to any third party.

4.8.3 Qualification

The SECOND PARTY is required to undergo periodic qualification solely to be determined

by the FIRST PARTY.

For achieving the desired results, the FIRST PARTY has the option to give a reward.
Otherwise, the FIRST PARTY has the option to lessen Class slots and/or terminate this
Agreement.

4.8.4 Payment of Tutor Fee

The FIRST PARTY shall pay the Tutor Fee every Friday, on a weekly basis, unless the
SECOND PARTY fails to submit required documents and/or requirements on time. Until
the SECOND PARTY complies to submit necessary documents and/or requirements, the
FIRST PARTY shall not release the Tutor Fee.

4.8.4.a Currency of Tutor Fee

The FIRST PARTY shall pay the Tutor Fee in the Philippine Peso currency.

4.8.4.b Applicable Laws and Regulations

The SECOND PARTY understands that the rates and conditions of the Tutor Fee are
originally intended for the Tutors residing in the Philippines and schemed according to
the applicable laws and regulations of the Philippines. Should the SECOND PARTY
opt to provide the Classes from a country where different laws and regulations apply,
the SECOND PARTY shall immediately notify the FIRST PARTY of the new address.

In the event that the Tutor Fee standard does not satisfy the laws and regulations of the
country where the SECOND PARTY is residing and providing the Classes from, the
FIRST PARTY may temporarily suspend the Tutor Account.

Pursuant to Clause 4.1 and the first paragraph of this Clause, it is the sole responsibility
of the SECOND PARTY to provide his/her current address. The FIRST PARTY shall
not be held liable for any sort of violation whatsoever should the SECOND PARTY fail
to comply therewith.
 4.8.4.c Payment of the Tutor Fee is through Paypal

The FIRST PARTY shall pay the Tutor Fee through Paypal Provided that the SECOND
PARTY, prior to the release of his first Tutor Fee, already has a Paypal account.

4.8.5 Inactive Status

The SECOND PARTY shall be considered inactive if he/she:

(a) has no Student reservation for more than two (2) months;

(b) has already passed the training included in the application process given by the
FIRST PARTY but fails to open his/her Class Schedule two (2) months following
his/her training.

Six (6) months of inactivity resets the Tutor rate.

The FIRST PARTY may propose different initial Tutor rate, rate increase and other
conditions to the SECOND PARTY upon the SECOND PARTY’s resume.

Provided that the SECOND PARTY had started providing Classes for the FIRST PARTY,
the SECOND PARTY agrees that twelve (12) months of having no Student reservation,
he/she will be terminated by the FIRST PARTY.

4.8.5.a Retraining due to Inactivity for more than Six (6) Months

Provided that the SECOND PARTY has started providing Classes for the FIRST
PARTY, the SECOND PARTY agrees that after six (6) months of having no Student
reservation, he/she will be subjected to retraining by the FIRST PARTY.

4.8.5.b Retraining due to Inactivity after Passing the Training

Provided that the SECOND PARTY has already passed the training included in the
application process given by the FIRST PARTY, the SECOND PARTY acknowledges
that two (2) months following his/her training and he/she fails to open his/her Class
Schedule during the said time, he/she will be rendered inactive and will be subjected to
retraining by the FIRST PARTY.

4.8.6 Rate Incentive based on the Qualifications of the SECOND PARTY

The SECOND PARTY agrees to be subjected to the qualification procedures for rate
increase to be determined solely by the FIRST PARTY.

4.8.7 Changes in the Basic Rate System

The FIRST PARTY has the sole discretion to change the basic rate system which may be
different from the existing one.
 THE FIRST PARTY may implement mandatory basic rate system changes applicable to all
Tutors given a six-month notice to the SECOND PARTY prior to execution of change.

4.8.8 Penalty and Incentive

The FIRST PARTY may reward incentives and impose penalties to meet the Students'
needs.

Announcement, implementation and if any, changes, can be immediate and without input
from the SECOND PARTY.

4.9 Making Class Remarks

The SECOND PARTY should accomplish the “Class Remarks” of his/her Student after their
Class which is further specified in Section 5.1.2d.

5. STANDARD OPERATING PROCEDURES

5.1 Interaction with Students

It is the responsibility of the SECOND PARTY to act with honesty and good faith and refrain
from acts that are contrary to law, moral and public policy.

5.1.1 Observing Class Management Protocols

5.1.1a The SECOND PARTY is responsible for knowing the Student's information and
requests in his/her class details before the class, calling them on time, and in case, a
Student doesn't answer the call,
Notifying the Customer Service staff with the Class Assistance button in his/her class
details.

In case of tardiness, the SECOND PARTY must readily admit his/her fault and
apologize to the Student.

The SECOND PARTY must also finish the Class within the number of minutes
specified, and finishing before the time is up can be a ground for penalty.

5.1.1b Pursuant to Section 4.6, the SECOND PARTY cannot transfer his/her Classes to
another Tutor. It is the SECOND PARTY's responsibility to be online for his/her
Classes, access the Website, contact the Student and conduct the Class with the Student.

5.1.2 Prioritizing Student's Skill Improvement

5.1.2a Making Necessary Preparations before the Class

The SECOND PARTY ought to prepare for his/her Class through the following:
 (a) Preparing the appropriate materials for the Class. The SECOND PARTY is
responsible for preparing Class materials for his/her Students ahead of time. This
may include reading the Intention and Special Requests of the Student to find the
appropriate teaching method;

(b) Showing familiarity with the correct teaching methods of the different Class
types. The SECOND PARTY should be able to conduct the Classes using the
appropriate teaching method of the Class type;

(c) Conducting the Class in a quiet environment and that is conducive for
learning. The SECOND PARTY should at all times avoid noisy and inappropriate
locations when conducting Classes;

(d) Checking and assuring that the equipment and internet connection are in a
state suitable for conducting Classes. The SECOND PARTY should at all times
check the state of his/her computer or any other communication device and internet
connection to prevent Class interruptions; and

(e) Being physically able to conduct Classes. The SECOND PARTY should be
physically prepared for the Class. The SECOND PARTY should ask for the
cancellation of his/her Classes if he/she feels that he/she is not at his/her optimal
health condition.

5.1.2b Managing the Class - Focusing during the Class

During the Class, the SECOND PARTY should show concentration and interest in the
Class. He/she should pay attention to the Student. Doing activities not related to the Class is
strictly prohibited.

5.1.2c Managing the Class - Conducting Effective Class

The SECOND PARTY should at all times make sure that the Student is receiving effective
intervention. The following measures should be done by the SECOND PARTY in order to
increase Class effectiveness:

(a) Attend to the Learning Intention of Students. The Students are allowed to add
Special Request for the Class. It is therefore the responsibility of the SECOND PARTY
to acknowledge the requests of his/her Students and prepare appropriate materials.

(b) Give equal focus on improving the Student's reading, listening and speaking skills
in English unless there is any other specific request by the Student.

(c) Provide appropriate answers to the Student's questions. The SECOND PARTY
should not ignore the questions of the Student related to the Class.

(d) Monitor Student's Class comprehension. Until the SECOND PARTY is sure that
the Student has already understood the previous topics presented by the SECOND
 PARTY, the SECOND PARTY should not proceed with the Class, unless there is any
other specific request by the Student related to the Class.

(e) Be keen to details. He/she must correct the Student's mistakes, introduce new word
to enhance the Student's vocabulary and make the Student familiar with expressions.

(f) In relation to Section 5.1.2a (a) and (d), the SECOND PARTY should not proceed
with the Class if he/she or the Student is experiencing connection or hardware
problems. It is the SECOND PARTY's responsibility to follow prescribed protocols if
the problem is on his/her side.

5.1.2d Accomplishing Necessary Forms

The SECOND PARTY should accomplish necessary forms such as the Class Remarks of
his/her Student in accordance to the goal of achieving the desired results of helping the
Students improve in their use of the English language.

5.1.3 Misconduct (e.g. use of inappropriate language, cursing) towards the FIRST PARTY
regarding Policies & Penalties

The SECOND PARTY shall maintain harmonious and pleasant personal and official
relations with other professionals, co-Tutors, the staff and the management of the FIRST
PARTY.

The SECOND PARTY's relationship with the management of the FIRST PARTY shall be
characterized by cooperation, open communication, professionalism and sense of
community.

The SECOND PARTY shall help the FIRST PARTY keep the Tutors and Students in
harmony, and shall, therefore, study and understand the FIRST PARTY's policies in order to
have a sympathetic attitude, therefore, refrain from disparaging the relationship between
Students, Tutors, the staff and the management of the FIRST PARTY.

5.2 The Tutor and the FIRST PARTY

5.2.1 All Information about the FIRST PARTY and the Students shall be treated as
Confidential, and shall not be Divulged or Shared to Any Third Party.
 The SECOND PARTY agrees that all information about the FIRST PARTY or the Students
of the FIRST PARTY learned or gathered through or by virtue of this Agreement shall be
treated as confidential, and shall not in any way be divulged or shared to any third party,
even after the termination of this Agreement, without the prior written consent or authority
of the FIRST PARTY. This shall include all information made known or disclosed to the
SECOND PARTY in the course of his/her performance under this Agreement. This shall
also extend to any information which has been or may have been supplied to the SECOND
PARTY by the FIRST PARTY before the date of this Agreement, even if there was no
written agreement in relation to such earlier disclosure.

Upon termination of this Agreement for any cause, or should the SECOND PARTY decide
not to provide his/her Classes anymore, the SECOND PARTY agrees to delete any
information from his/her files related to the FIRST PARTY and/or the Students.

5.2.2 Name and Logo of the FIRST PARTY may not be Used without Permission of the
FIRST PARTY
The SECOND PARTY shall not be allowed to use the name or logo of the FIRST PARTY
for any purpose without the prior written approval of the FIRST PARTY.

6. PRIVACY POLICY

6.1 Upon Registration, Specific Personal Information shall be Acquired

6.1.1 The SECOND PARTY will register with the FIRST PARTY online and provide the
following information: Skype name; Website URL to be used; relevant teaching
experience; language school attended, if any; teaching qualifications; self-
introduction; school and degree; internet connection; and other relevant personal
information and a photograph (“Personal Information”).

6.1.2 The SECOND PARTY shall, upon registration, agree to the FIRST PARTY’s “Policy
of Handling of Personal Information” posted in the Website and shall further agree to
the use of the Personal Information by the FIRST PARTY for the purposes
predetermined in the “Declaration on Personal Information Protection” which is also
posted in the Website.

6.2 Use of Session ID Cookie

The FIRST PARTY may use cookies to remember the SECOND PARTY's preferences and
maximize the performance of its Affiliate Services supporting the Tutorial Service. The
information collected with cookies are not to be sold, rented, or shared with any outside parties.

The FIRST PARTY may use web beacons to:

(a) count and recognize users by accessing certain cookies; and

(b) personalize the SECOND PARTY's user experience.

6.3 Communication of the FIRST PARTY to the Tutor via Electronic Means, Mobile
Telecommunication and Recent Postal Address

6.3.1 The FIRST PARTY may communicate with the SECOND PARTY electronically. The
SECOND PARTY will provide the FIRST PARTY with an email address through
which the FIRST PARTY can send notifications to.

6.3.2 The FIRST PARTY may also communicate with the SECOND PARTY by posting
notices on its Website.

6.3.3 The FIRST PARTY may also communicate with the SECOND PARTY by sending
SMS and phone calls through mobile telecommunication and by sending materials
through their most recent postal address.

6.4 Disclosure of Tutor's Personal Information as Required by Law

6.4.1 In strict compliance with the “Policy of Handling of Personal Information”, The
FIRST PARTY warrants that the SECOND PARTY's Personal Information will not
be shared to a third party unless required by laws and/or ordinances.

6.4.2 Notwithstanding the preceding provision, The FIRST PARTY reserves the right to
disclose the SECOND PARTY's Personal Information under the following
circumstances:

(a) The FIRST PARTY responds to subpoenas, court orders, or legal processes, to
establish legal rights or defend itself against legal claims;

(b) The FIRST PARTY believes that it is necessary and inevitable to share the Personal
Information with relevant parties in order to investigate, prevent or take actions
regarding illegal activities, suspected fraud, situations involving potential threats to the
physical safety of another person, violations of the terms of this Agreement;

(c) The FIRST PARTY transfers the SECOND PARTY's Personal Information after
being acquired by or merged with another company. In this event, the FIRST PARTY
agrees to notify the SECOND PARTY before the Personal Information is transferred
and becomes subject to a different privacy policy; or

(d) The FIRST PARTY believes that the SECOND PARTY appreciates the help of the
SECOND PARTY's Referrer (the “Referrer”) when the SECOND PARTY is in
considerable difficulty of meeting the expected performance as the Tutor, including but
not limited to, failure of qualification assessment, being warned or penalized due to
poor performance. In this event, the FIRST PARTY may notify the Referrer of the
SECOND PARTY's situation in order to seek any help and advice from the Referrer,
provided that the SECOND PARTY has given its prior written consent to the FIRST
PARTY.
7. WEBSITE CONTENT USAGE

7.1 Use of Website for the Sole Purpose of Tutoring and Other Related Activities

The SECOND PARTY agrees not to manipulate or interfere with the FIRST PARTY's Website
through the following:

(a) Making available by uploading, posting, emailing, transmitting or by any means any
unsolicited or unauthorized advertising, promotional material, "chain mails", "spam",
"pyramid schemes," or any other form of solicitation;

(b) Making available by uploading, posting, emailing, transmitting or by any means any
material that contains software viruses or any other computer code, file or program that
is designed to interrupt, destroy or limit the functionality of any computer hardware or
software or telecommunications equipment;

(c) Making available by uploading, posting, emailing, transmitting or by any means any
content that is unlawful, harmful, threatening, abusive, harassing, tortuous, vulgar,
obscene, libelous, invasive of another's privacy, hateful, racially, ethnically or otherwise
objectionable;

(d) Making available by uploading, posting, emailing, transmitting or by any means any
content that the SECOND PARTY does not have a right to make available under any law or
under contractual or fiduciary relationships;

(e) Using the FIRST PARTY's Website as a forwarding service to another website that is
not related to the Tutorial Service;

(f) Forging headers or manipulating any content transmitted through the FIRST PARTY's
Website in order to disguise its origin;

(g) Disrupting the FIRST PARTY's Website or servers or networks connected to the FIRST
PARTY's Website or disobeying any requirements, procedures, policies or regulations
of networks connected to the FIRST PARTY's Website;

(h) Collecting or storing Personal Information of other users in connection with the
prohibited conduct stated in the paragraphs above;

(i) Stalking or otherwise harming any other user of the FIRST PARTY's Website;

(j) Using automated scripts to collect information from or otherwise interact with the
FIRST PARTY's Website;

(k) Registering for more than one Tutor Account; registering for a Tutor Account on behalf
of another individual; or registering for a Tutor Account on behalf of any group or
entity;
 (l) Falsely stating, impersonating, or otherwise misrepresenting identity, including but not
limited to the use of a pseudonym, uploading pictures of celebrities, or of other people
other than the Tutor himself/herself on the SECOND PARTY's Tutor Profile,
misrepresenting current or previous positions or qualifications, or affiliations with a
person or entity, past or present; uploading, posting, transmitting, sharing, storing or
making publicly available on the FIRST PARTY's Website any private information of
any third party, including, but not limited to addresses, phone numbers, email addresses,
Social Security, Tax Identification, bank account, credit card numbers and creation of
false Student accounts;

(m) Using or attempting to use another Tutor Account without the prior written authorization
from the FIRST PARTY;

(n) Making available any content, that in the sole judgment of the FIRST PARTY, is
objectionable or which restricts or inhibits any other person from using or enjoying the
FIRST PARTY's Website, or which may expose the FIRST PARTY and the users of its
Website to any harm or liability of any type.

7.2 Copyright of the Website Contents

7.2.1 No Infringement or Modifications

The SECOND PARTY acknowledges that all information on the FIRST PARTY's Website
is protected by copyright. The SECOND PARTY agrees not to infringe any of the
intellectual property rights associated with the manufacture, design, branding of any course
advertised on the FIRST PARTY's Website nor introduce modifications to any of the
information supplied by the FIRST PARTY unless the nature of delivery dictates otherwise.

7.2.2 The FIRST PARTY Logo and Trademark

The use of the FIRST PARTY's Website does not constitute a license to use in any way, any
of the trademarks owned by the FIRST PARTY or its licensors, including but not limited to
the word the FIRST PARTY and the the FIRST PARTY Logo.

The SECOND PARTY shall not be allowed to use the name or logo of the FIRST PARTY
for any purpose without the prior written approval of the FIRST PARTY.

7.2.3 No Download for Personal Use

In relation to Section 7.2.2, all contents, designs, text, graphics, software compilations,
underlying source codes, and other graphic arrangements together with the collection,
arrangement and assembly of all content on the FIRST PARTY's Website are the copyright
of the FIRST PARTY and its licensors, where applicable.
 7.2.4 No Creation and Publication of Databases Using Features of the Website

The SECOND PARTY is not allowed to create and/or publish a database that features
substantial parts of the FIRST PARTY's Website without the prior written consent of the
FIRST PARTY.

7.2.5 The FIRST PARTY has no liability for content on other websites that the SECOND
PARTY may find or access while using the FIRST PARTY's Website. The materials
available on or through other websites may be protected by copyright and the
intellectual property laws of any country. The terms of use of those websites, and not
the terms of this Agreement, governs the use of that material.

7.3 The FIRST PARTY has the Right to Modify and Adapt the Contents Submitted by the Tutor
such as Personal Information and Class Remarks

7.3.1 By using the FIRST PARTY's Website, the SECOND PARTY gives its consent to the
FIRST PARTY to:

(a) Handle the SECOND PARTY's Personal Information so that the FIRST PARTY
can efficiently provide the SECOND PARTY with information about new materials,
features and Affiliate Services available on the FIRST PARTY's Website;

(b) Handle the SECOND PARTY's Personal Information to enhance the Affiliate
Services available to the members of the FIRST PARTY's Website;

(c) Handle the SECOND PARTY's Personal Information for the purpose of displaying,
distributing and promoting the SECOND PARTY's Tutor Profile on the FIRST
PARTY's Website; and

(d) Make copies of the SECOND PARTY's Personal Information or Class Remarks as
the FIRST PARTY deems necessary in order to facilitate its posting and storage on the
FIRST PARTY's Website.

7.3.2 The royalty-free and non-exclusive license given by the SECOND PARTY to the
FIRST PARTY to perform the procedures stated above shall continue for as long as the
SECOND PARTY continues to be a user of the FIRST PARTY's Website and shall be
terminated at the time the SECOND PARTY's Agreement is terminated. The SECOND
PARTY, however, acknowledges that contents such as Class Remarks, Class evaluation,
dissatisfaction percentage scores and other contents not included directly in the SECOND
PARTY's Tutor Profile shall remain after the termination.

7.3.3 The SECOND PARTY agrees that the FIRST PARTY may, but is not obliged to,
review its Website and may delete or remove without notice any Website content or
the SECOND PARTY's Personal Information or Class Remarks in its sole discretion,
for any reason or no reason, including but not limited to the SECOND PARTY's
Personal Information or Class Remarks that in the sole judgment of the FIRST
 PARTY violated this Agreement or which might be offensive, illegal, or that might
violate the rights, harm, or threaten the safety of others.

The SECOND PARTY is responsible at his/her sole cost and expense for creating backup
copies and amending any Personal Information or Class Remarks that he/she posted or
stored on the FIRST PARTY's Website or provided to the FIRST PARTY.

7.3.4 The FIRST PARTY does not claim any ownership of the SECOND PARTY's
Personal Information or Class Remarks. The FIRST PARTY, however, reserves the
right to display certain details of the SECOND PARTY's Personal Information or
Class Remarks to the Students catered to by the FIRST PARTY and to the
administrative staff of the FIRST PARTY for whatever legal purpose.

7.4 Continued Use of Website constitutes Agreement to any Updates that may be done without
notice

7.4.1 The SECOND PARTY acknowledges that the FIRST PARTY may establish general
practices and limits concerning the use of the FIRST PARTY's Website and its
Affiliate Services and may modify such practices and limits from time to time without
notifying the SECOND PARTY. The SECOND PARTY agrees to periodically review
this Agreement to stay informed of the measures of protecting the Personal
Information acquired by the
FIRST PARTY. The SECOND PARTY's continued use of the FIRST PARTY's Website
constitutes the SECOND PARTY's agreement to this Agreement and any updates. Unless
stated otherwise herein, the current Agreement applies to all of the SECOND PARTY's
Personal Information and Tutor Account information.

7.4.2 The FIRST PARTY will not be held liable for the deletion or failure to store any
messages and other communications or other content maintained or transmitted by the
FIRST PARTY's Website following the update.

8. CHANGES IN THE AGREEMENT

8.1 Certain Procedures may be Prescribed to Implement this Agreement.

The FIRST PARTY may from time to time prescribe certain procedures in the implementation
of this Agreement. The SECOND PARTY agrees to comply with such procedures as it may be
given notice of by the FIRST PARTY via email.

8.2 Variation or Modification

Variations or modifications of this Agreement at any time can be made by the FIRST PARTY.
The revision of this Agreement shall be published in the FIRST PARTY's Website for the
SECOND PARTY to agree with. If the SECOND PARTY fails to agree to the revised

Agreement, his/her Agreement will be terminated and she/he will not be able to continue using
the FIRST PARTY's Website and Affiliate Services in conducting Classes with the Students.
 8.3 All Agreements Prior to this Agreement shall be Superseded

This Agreement shall constitute the entire and only agreement and supersede any and all prior
agreements or communications, whether oral or written, between the parties hereto with respect
to the matters covered herein.

The failure of either party to insist upon the strict performance of any of the terms of this
Agreement shall not be deemed waiver of such right or of any remedy it may have. A waiver by
either party of a breach or failure to perform its obligations hereunder shall not constitute a
waiver of any subsequent breach or failure.

9. PENALTY AND TERMINATION

Nothing in this Agreement shall relieve any party from an obligation that may have arisen or
accrued prior to the termination of this Agreement. Each party agrees to perform its obligations
under this Agreement until the termination is effective.

This Agreement is considered terminated upon violation of any of the terms and conditions of this
Agreement by the SECOND PARTY.

Upon termination of this Agreement for any cause, or should the SECOND PARTY decide not to
render Tutorial Services anymore, the SECOND PARTY shall delete all information from his/her
files related to the FIRST PARTY and the Students. Failure to do so shall entitle the FIRST PARTY
to claim for damages, both direct and indirect, from the SECOND PARTY.

Upon termination of this Agreement, the SECOND PARTY shall return to the FIRST PARTY all
documents and other materials in its possession, custody or control which bear, incorporate or are
generated from any confidential information and permanently delete any such documents or
materials from any computer or any machine in the possession, custody or control of the SECOND
PARTY. Failure to do so shall likewise entitle the FIRST PARTY to claim for damages, both direct
and indirect, from the SECOND PARTY.

9.1 Pre-Termination

Should the SECOND PARTY decide not to continue rendering his/her independent contractual
Tutorial Services, the SECOND PARTY shall be required to submit a Pre-Termination Notice
at least two (2) working days prior to the intended date of termination. Failure to comply with
the policy shall render the Tutor ineligible to payment of earned Tutor Fee and request for
Tutor's performance report. The SECOND PARTY shall also be subjected to the payment of
damages and Lawyer's fees and disqualification for re-application as an independent contractor

9.2 Penalty and Pre-Termination of Agreement due to FIRST PARTY’s Initiated Action

9.2.1 Breach of the Standard Operating Procedures

Following offenses, but not limited to, could result to penalty and/or immediate termination.

9.2.1.1 Cancellation Ratio Beyond Benchmark

The SECOND PARTY ought to be online for his/her Classes. Cancellation of Classes is
permissible with 2-day prior notice.

Frequent cancellation on short-notice and/or without notice must be avoided.

Failure to comply with the 2-day prior notice shall be a ground for commensurate /
corresponding fee deduction.

9.2.1.2 Poor Class Quality Beyond Set Criteria

The SECOND PARTY has the sole responsibility of maintaining the quality of his/her
Classes in terms of sound quality, skills, attitude and tutoring skills based on the criteria
pre-set by the FIRST PARTY.

The SECOND PARTY shall be subject to either partial-hiding or Class slot limitation
upon the second and/or the next offenses depending on the criterion not met.

9.2.1.3 Several Student Complaints were Filed

Upon receipt of complaints from Students with regard to a certain Tutor, the FIRST
PARTY shall send an email to the Tutor for one or more of the following purposes:
warning, solicitation of explanation or comment, or notice of suspension, or termination
depending on the gravity of the offense.

This Agreement may also be terminated immediately upon the SECOND PARTY’s
commission of an offense considered as detrimental to the FIRST PARTY.

9.2.1.4 Asking Why the Student Gave a Low Evaluation Score

Students have the discretion to evaluate the SECOND PARTY's performance and Class
environment (i.e. sound quality, skill and attitude).

The SECOND PARTY is not allowed to ask directly or indirectly his/her Students why
his/her Class evaluation score or average is decreasing, or why his/her dissatisfaction
percentage is increasing.

9.2.1.5 Interaction with Students Beyond the Context of the FIRST PARTY Classes

The interaction between the SECOND PARTY and his/her Students should be limited
to the FIRST PARTY Classes.

Furthermore, the SECOND PARTY is not to contact the Student to invite him/her to
visit the Philippines or any other country and organize a meeting with him/her. In doing
so, the SECOND PARTY understands that the same can be a ground for termination of
this Agreement.

9.2.1.6 Receiving of Gifts/Compensation Directly from the Student

 The SECOND PARTY shall not directly or indirectly ask for and receive any
gift/compensation from a Student. Any obligations, such as payment for damages,
resulting from such acts will be the sole responsibility of the SECOND PARTY.

9.2.1.7 Asking/Giving Personal Information such as Contact Details

The SECOND PARTY shall not collect the Personal Information of any of the Students
to whom they give Classes to under this Agreement. Any contact between the SECOND
PARTY and the Student should be done through Skype, the FIRST PARTY's Website
and/or through the FIRST PARTY. The SECOND PARTY is not to disclose any direct
contact details which includes, but is not limited to, the SECOND PARTY's phone
number, home address and email address to the Students.

The SECOND PARTY also agrees not to create Skype group chats with Students and/or
Tutors for any intent and purpose as such may lead to the sharing of confidential
information.

9.2.1.8 Teaching Outside Class Hours

Pursuant to Section 9.2.1.5, Tutors should only conduct the Class during the fixed Class
hours set by the FIRST PARTY.

The SECOND PARTY acknowledges that conducting Classes outside the FIRST
PARTY's allowed Class Schedule is prohibited and will not be remunerated for. In
doing so, the SECOND PARTY understands that the same can be a ground for
termination of this Agreement.

9.2.1.9. Offenses not otherwise Specified

Other similar or analogous offenses, not specified in the above mentioned sections, shall
also be given a warning and may consequently result to termination.

9.2.2 Acts Against the FIRST PARTY

Acts against the FIRST PARTY may result to termination. Legal action shall be taken as
that which applies in the Chinese law, and restitution of actual damage shall be imposed.

9.2.2.1 Unless with the prior consent of the FIRST PARTY, this Agreement may
immediately be terminated upon the occurrence of any of the following:

(a) Engaging in Other Tutorial Services

The SECOND PARTY is not to engage in other tutorial services without the written
approval of the FIRST PARTY of the SECOND PARTY's affiliation to a third
party;

The SECOND PARTY agrees not to use the FIRST PARTY's Website and
Affiliate Services to directly or indirectly recruit, solicit, or contact in any form,
Students or other Tutors that the FIRST PARTY has a similar Agreement with or
contracting for a business not affiliated with the FIRST PARTY.

If any Tutor or Student stops to use the Tutorial Services and Affiliate Services of
the FIRST PARTY directly or indirectly due to such recruitment or solicitation, The
SECOND PARTY shall pay the amount of One Hundred Thousand Pesos (PhP
100,000.00) per person or actual amount damage to the FIRST PARTY, whichever
is higher, even after termination of this Agreement.

(b) Contacting of Tutors for Employment or Contracting for a Business

Using the FIRST PARTY's Website and Affiliate Services to directly or indirectly
recruit, solicit, or contact in any form, Students or other Tutors who are currently
under Agreement with the FIRST PARTY shall entitle the FIRST PARTY to
liquidated damages in the amount of One Hundred Thousand Pesos (PhP
100,000.00) per person without prejudice to the collection of the actual amount of
damage to the FIRST PARTY, whichever is higher, even after termination of this
Agreement;

(c) Disclosure of Students' Personal Information and Other Related Information of

the Students to third parties

The SECOND PARTY agrees to keep information of the Student confidential at all
times.

Disclosure of which shall result to immediate termination and penalty.

In the event that such disclosure of confidential information is made known to

another third party other than those involved, the SECOND PARTY shall pay the
amount of One Hundred Thousand Pesos (Php 100,000.00), or actual amount of
damages to the FIRST PARTY, whichever is higher, even after termination of this
Agreement; or

(d) Disclosure of the system, manuals, materials and all that which the FIRST
PARTY has copyright thereof to third parties

The SECOND PARTY agrees to keep confidential all files, information, materials
and other information which the FIRST PARTY has given him/her access to even
after termination of this Agreement.

In the event that such disclosure is made, the SECOND PARTY shall pay the
amount of One Hundred Thousand Pesos (Php 100,000.00), or actual amount of
damages to the FIRST PARTY, whichever is higher, even after termination of this
Agreement.
 9.2.3 Policy for Anti-Social Forces

The SECOND PARTY shall not be involved with any groups or individuals corresponding
or belonging to the so-called anti-social forces (the "ASF"), that pursue economic benefit by
making full use of violence, force and/or fraudulent means.

The SECOND PARTY acknowledges that having any relationship with the ASF shall result
to immediate termination of this Agreement and that it shall indemnify and hold harmless
the FIRST PARTY for and from any damages caused thereby.

10. LIABILITY AND CANCELLATIONS

10.1 When the FIRST PARTY's Website content is not updated, incomplete or incorrect,
the FIRST PARTY will not be held liable.

The SECOND PARTY acknowledges that the FIRST PARTY's Website may contain certain
information that is not correct, complete or current. The FIRST PARTY cannot be held liable in
any way.

The FIRST PARTY should take all reasonable efforts to ensure that information on its Website
is correct, but the FIRST PARTY shall make no representations or warranties, expressed or
implied, in relation to the accuracy or completeness of the said information.

10.2 The FIRST PARTY shall not be held responsible as well for technical malfunctions
such as Skype problems, Internet connection problems, power outages and other related
problems.

10.3 When the FIRST PARTY’s Website is delayed, defective, encountering errors or
viruses, the FIRST PARTY will not be held liable.

The FIRST PARTY's Website excludes all warranties of any kind to the fullest extent
permissible by law and does not guarantee the accuracy or completeness of the FIRST PARTY's
Website or any information or content that it is free of defects or viruses.

The FIRST PARTY's Website including the content is unless otherwise stated provided free of
charge. The FIRST PARTY shall not be liable to the SECOND PARTY for any loss or damage
of any kind arising from the unauthorized use of the FIRST PARTY's Website and any
information contained within it.

The FIRST PARTY shall use its reasonable endeavors to ensure that the FIRST PARTY's
Website is and stays fully operational. However, the SECOND PARTY shall acknowledge that
due to the nature of internet, the FIRST PARTY shall not guarantee that the FIRST PARTY's
Website is free from delays, interruptions or errors.

In the event that the FIRST PARTY is infiltrated by unauthorized third parties, the FIRST
PARTY shall not be held liable for any resulting misuse of the Personal Information.
 Under no circumstances, including, but not limited to the intentional act or gross negligence of
the SECOND PARTY, shall the FIRST PARTY be liable for any direct, indirect, special,
incidental or consequential damages, including but not limited to loss of data or profit, arising
out of or relating to the use, or inability to use, the contents of the FIRST PARTY's Website, the
Affiliate Services or any portion thereof, even if the FIRST PARTY or its authorized
representative has already been informed of the possibility of such damages.

If the SECOND PARTY's use of the FIRST PARTY's Website including the download of
materials, results in the need for servicing, repair or correction of equipment of the SECOND
PARTY, the SECOND PARTY assumes responsibility.

The FIRST PARTY shall not be held liable for claims, demands and damages of every kind and
nature arising from the dispute between the SECOND PARTY and the Student arising from, or
in any way, connected with the use of the FIRST PARTY's Website.

11. SEVERABILITY

Nothing contained in this Agreement shall be construed to require the commission of any act
contrary to law, and wherever there is any conflict between any provision of this Agreement and any
statute, law, ordinance, order or regulation, the latter shall prevail. If any provision of this
Agreement shall be declared to be invalid in whole or part by a court of competent jurisdiction, it
shall not affect the remaining provisions, which shall remain in full force and effect.

12. COUNTERPARTS

This Agreement may be executed in counterparts in the same form and such parts so executed shall
together form one original document and be read and construed as if one copy of the Agreement had
been executed.

13. LAW AND VENUE APPLICABLE

The FIRST PARTY and the SECOND PARTY agree to submit to the personal and exclusive
jurisdiction of the courts located within China. This Agreement shall be construed and governed by
the laws of China. Each party irrevocably submits to the jurisdiction of the courts only and
exclusively in China for the purpose of enforcing a right or obligation under or arising out of this
Agreement.
ONLINE ENGLISH TUTOR:
NAME COMPETENT EVIDENCE DATE AND PLACE
OF IDENTITY ISSUED
JERIYLN F. FAZUNILA DRIVER’S LICENSE 11/07/2017
Makati City
Attachment of resident identification card, passport or other legal documentation:

I acknowledge and confirm my agreement to the above terms and conditions of my employment
with the Company.

Signature: