English Agency Platform agreement 1. Terms 1.1 This Agreement will become effective on the date of the online registration. 2. Hosted Services 2.1 English Agency Inc. shall ensure that the Platform will automatically generate an Account for the Customer and will provide the login details for that Account to the Customer. 2.2 The English Agency Inc. will grant the Customer a Taiwan based licence account. 2.3 The licence granted by the English Agency Inc. to the Customer is subject to the following limitations: 2.3.1 The Customer shall use the best endeavours and take reasonable security measures relating to the [administrator] Account access details, to ensure that no unauthorised person will gain access to the Hosted Services using an [administrator] Account. 2.3.2 The English Agency Inc. shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability. 2.4 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement: a Force Majeure Event; a fault or failure of the internet or any public telecommunications network; a fault or failure of the Customer's computer systems or networks; scheduled maintenance work carried out in accordance with this Agreement. 2.5 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue. At this point, the Provider will give the Customer at least 30 days written notice, where its intention to suspend the Hosted Services upon lack of payment will be clearly specified. 3. Maintenance Services 3.1 The Provider shall (where possible) give the Customer [at least 10 Business Days'] prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under the main body of this Agreement. 3.2 The Provider shall give the Customer [at least 10 Business Days'] prior written notice of any scheduled Platform Upgrade and renewed policy. 4. Support Services 4.1 The English Agency Inc. shall make a helpdesk available to the Customer in accordance with the conditions associated with the main body of this Agreement. 4.2 The English Agency Inc. shall provide Support Services to the Customer [with reasonable skill and care]. 4.3 The English Agency Inc. shall respond promptly to all requests for Support Services made by the Customer through the helpdesk. 5. Customer Data 5.1 The Customer hereby grants the English Agency Inc. a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement. 5.2 The Customer warrants the Provider to not take any action that will infringe upon the Intellectual Property Rights or other legal rights of any person. 6. Charges/Fees 6.1 The Customer shall pay the Fees to the Provider in accordance with this Agreement. 6.2 The Fees include the charges associated with any of the membership levels mentioned in this agreement: 7.5% of the system transaction charge per student (when student registration occurs on the EA application system): 6.2.1 Free Membership: No Fees for all Hosted Services, index and Self-Event Hosting. 6.2.2 Basic Membership: USD$299 monthly fee for the appointed domain name, application system and guaranteed 500 session of traffic per month. 6.2.3 Advanced Membership: USD$499 monthly for the appointed domain name, an upgrade website, application system and guaranteed 1000 session of traffic per month. 6.2.4 Gold Membership: USD$899 monthly fee for the appointed domain name, an upgrade website, application system and guaranteed 2000 session of traffic per month. 6.3 All amounts stated in or in relation to this Agreement are final, unless the context requires otherwise (such as Extra Promotion), which will entail adding the extra costs to the fees associated with the packages mentioned in this agreement. These amounts will be paid by the Customer to the Provider. 7. Payments 7.1 The English Agency Inc. shall issue invoices for the Charges/Fees applicable to the Customer on a monthly base or from time to time for as long as this agreement is valid. 7.2 The Customer must pay the Charges/Fees to the Provider within the period 15 business days following the issue of an invoice. 7.3 The Customer must pay the Charges/Fees by credit card, direct debit, bank transfer or cheque (using such payment methods is subject to possible changes as notified by the Provider from time to time). 8. Provider's confidentiality obligations 8.1 The Provider must: Keep the Customer Confidential Information strictly confidential; Not disclose the Customer Confidential Information to any person without the Customer's prior written consent. 9. Data protection 9.1 To the extent that the Provider processes Personal Data disclosed by the Customer, the Provider warrants that: it will act only on instructions provided by the Customer in relation to processing Personal Data; it has appropriate security measures (both technical and organisational) in place, against any unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data; it will not transfer or permit the transfer of Personal Data outside the English Agency Inc. without the prior written consent of the Customer. 10. Acknowledgements and warranty limitations 10.1 The Customer acknowledges that complex software is never completely free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be completely free from defects, errors and bugs. 10.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure. 11. School Contract Agreement 11.1 By the use of the English Agency platform, the Customer allows any Agents which are members of the English Agency platform as well, to register students under the name of the English Agency. 11.2 By the use of the English Agency platform, the Customer will agree to offer a percentage of commission to EA Agent Members. 11.3 The Customer must provide the necessary information to English Agency platform.