Terms & Conditions

LINXED LIMITED

Terms and Conditions

PLEASE READ THESE TERMS CAREFULLY. These Terms and Conditions form a legally binding agreement between you and Linxed Limited. Sections 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification) and 18 (Governing Law and Dispute Resolution) contain important provisions that limit our liability, allocate risk, and govern how disputes are resolved.

1. Introduction and acceptance

These Terms and Conditions (the "Terms") govern your access to and use of the websites, mobile applications, integrated tools, and supporting services offered by Linxed Limited ("Linxed", "we", "us", or "our") (collectively, the "Services").

By accessing or using the Services, by clicking "I accept," or by otherwise indicating your agreement, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Services.

If you are accepting these Terms on behalf of an organization (such as a school, education provider, or other institution), you represent and warrant that you have the legal authority to bind that organization, and the words "you" and "your" in these Terms refer to that organization. If you are accepting these Terms on behalf of a child, you represent and warrant that you have parental responsibility or legal guardianship of that child and the authority to consent on the child's behalf.

2. Definitions

In these Terms, the following capitalized terms have the meanings set out below:

• "Account" means a registered user account on the Services.
• "Child Account" means an Account established for a Child, as defined in the Privacy Policy (https://linxed.com/privacy-policy).
• "Parent" means a parent or legal guardian of a child.
• "Educator" means a teacher, tutor, instructor, or other adult acting in a professional capacity in connection with a child's education.
• "Institution" means a school, education provider, or other organization that has entered into a written agreement with Linxed for use of the Services.
• "Content" means any text, data, file, image, audio, video, or other material made available through the Services, including User Content.
• "User Content" means any Content you submit, upload, generate, or transmit through the Services.
• "Subscription" means a paid or free plan that grants access to the Services for a defined period.
• "Privacy Policy" means the Linxed Privacy Policy, available at https://linxed.com/privacy-policy.

3. The Services

Linxed provides an educational technology platform designed to support learning activities, classroom management, and administrative functions for Children, Parents, Educators, and Institutions. The specific features available to you depend on your Account type, your Subscription, and any institutional configuration. We may add, modify, or remove features from time to time in our reasonable discretion.

The Services are provided as a software-as-a-service offering. They are accessed online and we do not deliver software to be installed and operated by you, other than mobile applications distributed through official app stores. The Services are not intended to be a substitute for in-person education or for advice from qualified education professionals.

4. Eligibility and Account types

To create or hold an Account, you must satisfy the eligibility criteria for the relevant Account type. We offer the following Account types:

If you are a Child and you wish to use the Services without an Institution, you must obtain a Parent to create and supervise your Account. We do not knowingly permit a Child to register an unsupervised Account.

5. Account registration and security

When you create or maintain an Account you agree to:

• Provide accurate, current, and complete information;
• Maintain and promptly update your information to keep it accurate, current, and complete;
• Keep your password and authentication credentials confidential and not share them with any other person;
• Use multi-factor authentication where it is offered and required by your Account type;
• Notify us promptly at security@linxed.com of any actual or suspected unauthorized access to or use of your Account;
• Accept responsibility for all activity that occurs under your Account, except to the extent caused by our breach of these Terms or applicable law.

Parents and Institutions accept responsibility for the activity of Children under their care. Institutions accept responsibility for the activity of Educators they authorize, subject to the limitations in Section 16.

6. Subscriptions, fees, and payment

Certain Services or features may be offered on a paid Subscription basis. Where you purchase a Subscription:

• The fees, billing frequency, and Subscription term applicable to your Subscription are set out at the point of purchase and in your account billing page.
• All fees are stated exclusive of taxes; you are responsible for any applicable taxes.
• Subscriptions renew automatically at the end of each Subscription term unless cancelled before the renewal date in accordance with the in-app cancellation flow.
• Except where required by applicable consumer-protection law, fees are non-refundable.
• We may change Subscription fees by giving you at least 30 days' notice. Changes apply to renewals on or after the effective date of the change.
• Payment processing is handled by our third-party payment processor; your payment information is processed in accordance with our Privacy Policy and the payment processor's own terms and policies.
• Free trials and beta features may be subject to additional terms presented at the point of enrolment.

Institutional Subscriptions may be governed by a separate written agreement that prevails over the payment provisions in these Terms in the event of conflict.

7. Acceptable use

You agree not to use the Services in any way that:

• Violates any applicable law or regulation;
• Infringes the intellectual-property, privacy, or other rights of any person;
• Endangers the safety or wellbeing of a child or any other person;
• Contains harassing, defamatory, threatening, hateful, obscene, sexually explicit, or otherwise objectionable content;
• Distributes malware, viruses, worms, time bombs, or other harmful code;
• Attempts to gain unauthorized access to the Services, our systems, or other users' accounts;
• Interferes with or disrupts the integrity or performance of the Services;
• Probes, scans, or tests the vulnerability of the Services without our prior written authorization;
• Reverse-engineers, decompiles, disassembles, or attempts to derive the source code of the Services, except to the extent expressly permitted by applicable law;
• Scrapes, crawls, or harvests data from the Services without authorization;
• Uses the Services to train, fine-tune, evaluate, or improve any artificial-intelligence or machine-learning model that competes with Linxed, without our prior written consent;
• Uses the Services to send unsolicited communications;
• Misrepresents your identity or affiliation, including by impersonating a Parent, Educator, or authorized representative;
• Circumvents or attempts to circumvent any technical or operational limit on the Services.

We reserve the right to investigate suspected violations and, in our reasonable discretion, suspend or terminate access to the Services in accordance with Section 14.

8. User Content

8.1 Ownership

You retain all rights you may have in your User Content. Linxed does not claim ownership of User Content. Where a Child generates Content as part of a learning activity, the Parent or the Institution (as the case may be) retains any rights in that Content that the Child would otherwise hold, subject to applicable law.

8.2 Licence to Linxed

You grant Linxed a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process, transmit, display, and distribute your User Content solely for the purpose of providing, securing, supporting, and improving the Services for you and your authorized users. This licence terminates when you delete your User Content or close your Account, except (a) for backup copies retained in the ordinary course in line with our retention policy; (b) where retention is required by law; or (c) where the Content has been shared with other users in a manner that means deletion from your Account does not remove the Content from theirs.

8.3 Limits on use of children's User Content

We do not use Children's User Content for advertising or to train commercial AI models that are not necessary to deliver the Services to the Child and their authorized Educators. Where AI features are used within the Services to assist Children, we operate them in accordance with our AI governance guideline, and we maintain human oversight as described in our Privacy Policy.

8.4 Responsibility

You are solely responsible for your User Content, including its lawfulness, accuracy, and appropriateness. You represent and warrant that you have all rights necessary to grant the licence in Section 8.2 and that your User Content does not violate Section 7.

8.5 Removal

We may remove, suspend, or restrict access to User Content that we reasonably believe violates these Terms or applicable law, or that poses a risk to the safety of a Child or another user. Where practicable and lawful, we will notify the affected user.

9. Intellectual property

The Services, including all software, design, layout, graphics, text, illustrations, sounds, video, documentation, and other Content (other than User Content), are owned by or licensed to Linxed and are protected by intellectual-property and other laws. Subject to your compliance with these Terms and payment of any applicable fees, Linxed grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for their intended purpose during the term of these Terms.

All rights not expressly granted are reserved. No licence is granted by implication, estoppel, or otherwise.

"Linxed," the Linxed logo, and any Linxed product names are trademarks of Linxed Limited. You may not use them without our prior written consent.

Feedback you provide to Linxed about the Services is voluntary; you grant Linxed a perpetual, irrevocable, royalty-free licence to use that feedback for any business purpose without restriction or compensation.

10. Google services integration

Where you choose to connect your Linxed Account to a Google account or Google Workspace tenant (for example, to use Google Sheets or Google Drive features within the Services), you authorize Linxed to access, process, and store certain Google user data on your behalf, in accordance with:

• The OAuth consent you give to Google at the point of authorization;
• The scopes requested, which are limited to those necessary to deliver the user-facing feature you have enabled;
• The Linxed Privacy Policy, in particular Section 8 (Google API services - limited-use disclosure);
• The Google API Services User Data Policy (https://developers.google.com/terms/api-services-user-data-policy).

You may review and revoke Linxed's access to your Google data at any time at https://myaccount.google.com/permissions. You agree that Google's terms govern your underlying use of Google services and that Linxed is not responsible for the availability, accuracy, or content of Google services themselves.

11. Privacy and data protection

Our handling of personal information is described in our Privacy Policy, available at https://linxed.com/privacy-policy. By using the Services, you acknowledge that you have read the Privacy Policy.

Where Linxed processes personal information on behalf of an Institution under FERPA or as a data processor under GDPR, the parties' rights and obligations are set out in a written data-processing agreement which supplements these Terms. The Linxed standard data-processing agreement is available at https://linxed.com/dpa.

12. Third-party services and links

The Services may contain links to, or integrate with, third-party websites, applications, or services that are not owned or controlled by Linxed. We are not responsible for the content, privacy practices, or availability of any third-party services. Your use of third-party services is governed by the terms and policies of the relevant third party.

13. Service modifications and availability

We continuously improve the Services. We may add, modify, suspend, or discontinue features, in whole or in part, at any time. Where a change materially adversely affects your use of the Services and you have an active paid Subscription, we will provide reasonable advance notice and, where appropriate, a pro-rated refund of pre-paid fees for the unused portion of the term.

We do not guarantee that the Services will be available without interruption or error. We undertake to use commercially reasonable efforts to keep the Services available. Scheduled maintenance, emergency maintenance, and circumstances beyond our reasonable control may cause interruptions.

14. Term and termination

14.1 Term

These Terms apply from the moment you first access or use the Services and continue until terminated as set out below.

14.2 Termination by you

You may terminate these Terms at any time by closing your Account through the in-product flow or by contacting us at support@linxed.com. Termination by a Parent of a Parent Account will close associated Child Accounts. Termination of an Institution Account terminates Accounts created and managed by that Institution.

14.3 Termination by Linxed

We may suspend or terminate your access to the Services, in whole or in part, immediately and without prior notice if you:

• Materially breach these Terms, including the acceptable-use rules in Section 7;
• Pose a risk to the safety of a Child or another user;
• Have failed to pay fees that are due;
• Use the Services in a way that exposes Linxed to liability or regulatory risk.

Where practicable and lawful, we will give you notice and a reasonable opportunity to cure before terminating.

14.4 Effect of termination

On termination of these Terms:

• Your right to access and use the Services ends immediately;
• Linxed may retain User Content for the periods set out in the Privacy Policy, after which it will be deleted or anonymized;
• Sections that by their nature should survive termination (including Sections 8, 9, 15, 16, 17, 18 and 19) survive.

15. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. Linxed disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, uninterrupted operation, and freedom from errors or harmful components.

Without limiting the foregoing, Linxed does not warrant that:

• The Services will meet your requirements or expectations;
• The Services will be uninterrupted, timely, secure, or error-free;
• The results obtained from using the Services will be accurate, reliable, or suitable for any purpose;
• Any errors in the Services will be corrected.

Nothing in this Section excludes or limits warranties or liabilities that cannot be excluded or limited under applicable law (including consumer-protection law). If you are a consumer, you may have statutory rights that are unaffected by these Terms.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• (a) Linxed will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, data, or other intangible losses, arising out of or relating to the Services or these Terms, even if Linxed has been advised of the possibility of such damages.
• (b) Linxed's aggregate liability for all claims arising out of or relating to these Terms or the Services in any 12-month period will not exceed the greater of (i) the total fees paid by you to Linxed for the Services in the 12 months preceding the event giving rise to the claim, or (ii) one hundred United States dollars (USD 100).

These limitations apply regardless of the legal theory on which the claim is based, including contract, tort (including negligence), strict liability, or any other basis.

Nothing in these Terms excludes or limits Linxed's liability for: (i) death or personal injury caused by Linxed's negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the above limitations apply to the maximum extent permitted by law.

17. Indemnification

You agree to defend, indemnify, and hold harmless Linxed, its affiliates, and their respective officers, directors, employees, agents, and contractors from and against any claim, demand, action, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms;
• Your violation of applicable law;
• Your User Content;
• Your unauthorized use of the Services;
• Any claim that your activity on the Services infringes the rights of a third party.

Linxed will notify you promptly of any such claim and give you reasonable cooperation in the defence. Linxed reserves the right to assume the exclusive defence and control of any matter for which you are required to indemnify Linxed, and you agree to cooperate at your own expense.

18. Governing law and dispute resolution

18.1 Governing law

These Terms and any dispute arising out of or in connection with them are governed by the laws of the Hong Kong Special Administrative Region, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Jurisdiction

Subject to Section 18.3, the parties submit to the exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region.

18.3 Mandatory consumer-law provisions

If you are a consumer resident in a jurisdiction that confers on you mandatory rights to bring proceedings in your country of residence or to benefit from mandatory provisions of local consumer law, nothing in this Section affects those rights.

18.4 Informal resolution

Before initiating any formal proceedings, the parties will use good-faith efforts to resolve a dispute informally for 30 days following written notice of the dispute to legal@linxed.com.

18.5 Class action waiver (United States)

Where these Terms involve a Linxed user in the United States, the parties agree that any dispute will be resolved on an individual basis and not as a class, collective, consolidated, or representative action, to the fullest extent permitted by applicable law.

19. General provisions

19.1 Entire agreement

These Terms, together with the Privacy Policy, any data-processing agreement, and any institutional master agreement to which you are a party, constitute the entire agreement between you and Linxed in respect of the Services and supersede all prior or contemporaneous communications.

19.2 Changes to these Terms

We may update these Terms from time to time. Where a change is material, we will give you at least 30 days' notice (or such longer period as required by applicable law) before the change takes effect. Continued use of the Services after the change takes effect constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Services and may close your Account.

19.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties will substitute the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original economic and legal intent.

19.4 No waiver

No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right.

19.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, restructuring, or sale of assets, on notice to you.

19.6 Force majeure

Neither party is liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, epidemics or pandemics, internet or telecommunications failures, or labour disputes.

19.7 Notices

Notices to Linxed must be sent to legal@linxed.com and to our registered address (Section 20). Notices to you may be sent to the email address associated with your Account or posted within the Services.

19.8 Relationship

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and Linxed.

19.9 Language

The authoritative version of these Terms is in English. We may provide translations for convenience; in the event of conflict, the English version prevails.

19.10 Third-party beneficiaries

These Terms do not create any rights or remedies for any person other than the parties, except that Linxed affiliates are intended third-party beneficiaries of Sections 15, 16, and 17.

20. Special provisions for Parents, Children, and Institutions

20.1 Parent representations

If you are a Parent creating or supervising a Child Account, you represent and warrant that:

• You are the parent or legal guardian of the Child, or you otherwise have legal authority to consent on the Child's behalf;
• You have read the Privacy Policy, in particular Section 5 (Information about children), and consent to the processing described there;
• You will supervise the Child's use of the Services as appropriate for the Child's age and maturity;
• You will notify Linxed promptly if you withdraw consent or your authority over the Child changes.

20.2 Institution representations

If you are an Institution creating or managing Accounts on behalf of Children, you represent and warrant that:

• You have authority to act on behalf of the Children's parents or legal guardians for the educational purposes for which the Services are used, including under the school-authorization model permitted by COPPA, FERPA, GDPR Article 8, and equivalent regimes;
• You will use the Services only for educational purposes and not for any commercial purpose not authorized by these Terms or a separate written agreement;
• You will comply with applicable child-protection, data-protection, and education laws;
• You will provide notice to parents about the use of the Services where required by applicable law.

20.3 Child users

If you are a Child user accessing the Services with the consent of a Parent or Institution, you agree to:

• Use the Services only for permitted educational purposes;
• Not share your password or login with anyone;
• Tell your Parent, Educator, or other trusted adult if you see anything on the Services that worries you or that you do not understand;
• Follow the Acceptable Use rules in Section 7, explained to you in age-appropriate language by your Parent, Educator, or Institution.

21. Contact

If you have any questions about these Terms, please contact us at: