TESTBEST, LLC

Terms of Use

User’s Acknowledgment and Acceptance of Terms

TESTBEST, LLC. (“TESTBEST” “Us” or “We”) provides the www.ue-learn.com site and various related sites, apps,
systems, and Services (as defined below) (collectively, the “Site”) to you, the user, subject to your compliance with all
the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written
agreement between us and you. In addition, when using particular services or materials on this Site, users shall be
subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition
to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of
Use.
In these Terms of Use, the term “you” or “yours” refers to, in the case of an individual, the person using the Site or, in
the case of an entity, the entity purchasing hours of instruction for use by its employees or students. Any person
using the Site through or on behalf of an entity must agree to be bound by these Terms of Use and the entity through
which the person accesses the Site shall ensure compliance with these Terms of Use. You acknowledge and agree
that you have the authority to enter into these Terms of Use.
BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND YOU ACKNOWLEDGE
THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THESE TERMS OF USE. IF YOU DO
NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW AND DO NOT USE
ANY OF OUR PRODUCTS OR SERVICES. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY
PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS
TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT
WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY
UPON COMMENCEMENT OF YOUR USE OF THIS SITE.
These Terms of Use are effective as of the “Last Modified” date identified at the top of this page. We expressly
reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree
that it is your responsibility to review this Site and these Terms of Use from time to time and to familiarize yourself
with any modifications. Your continued use of this Site after such modifications will constitute acknowledgement of
the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use. However, for any
material modifications to the Terms of Use or in the event that such modifications materially alter your rights or
obligations hereunder, such amended Terms of Use will automatically be effective upon the earlier of (i) your
continued use of this Site with actual knowledge of such modifications, or (ii) 30 days from publication of such
modified Terms of Use on this Site. Notwithstanding the foregoing, the resolution of any dispute that arises between
you and us will be governed by the Terms of Use in effect at the time such dispute arose.
As used in these Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies,
officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved
in creating, producing, and/or delivering this Site, the Services, and/or its contents.

Our Services

We provide test preparation courses for various exams, including but not limited to the ACT, SAT, SAT II, TOEFL,
IELTS, Advanced Placement, International Baccalaureate, Accredited U.S. courses, Accredited U.K. courses,
Cambridge Courses and other courses. We also provide online courses and 1-on-1 personalized tutoring sessions
taught by U.S. credentialed teachers, 1-on-small group classes and 1-on-many group classes. TESTBEST also
works with employers and educational institutions to provide courses and test preparation services to a group of
employees and students and to allow integration of the TESTBEST content evaluation procedures into courses
offered by the employer or educational institution (“Enterprise Account”). All of the services provided by TESTBEST
are defined as the “Services” and all are subject to these Terms of Use.
Our Services include content created, uploaded, and provided by individual teachers who are acting as independent
contractors to TESTBEST. We do not control or verify the content prepared, provided by, and uploaded by such
persons. You acknowledge and agree that the quality and quantity of data stored on the Site is dependent on the
person who collected, provided, and uploaded that data. If you are concerned about any content that is contained
within the Site, please contact us at info@udeu.world.
The Services and the Site are provided online and through mobile platforms and TESTBEST makes no
representations that the Site and Services will be available or appropriate for use in all locations. TESTBEST content
and Services may not be available in all locations and TESTBEST makes no representations that all content and
Services will be available at all times.

Use of Services

Except as set forth in these Terms of Use, TESTBEST grants you a license to access and use the Site solely for your
internal, personal, and non-commercial purposes, and for no other purpose. These Terms of Use do not grant you
and other rights in connection with the Site or the Services.
The Site and Services are only available to users who have (i) registered an individual account or (ii) accessed the
Services through an Enterprise Account. Any violation of these Terms of Use may result in a termination of your
account, termination or suspension of your access to the Site and Services, and termination of the Enterprise
Account through which you have accessed the Site and Services.
TESTBEST will issue log-on protocols, such as User IDs, to give you access to the Site and Services. You shall be
responsible for any activity that occurs under your account. You will be responsible for all costs and expenses
associated with using the Site or subscribing for Services, including ensuring that you have the necessary and
compatible technology, hardware, systems, and software to access the Site and use the Services as directed by
TESTBEST.
Without limiting anything else in these Terms of Use, when accessing the Site or the Services you shall not and shall
not assist or permit any person to:

1.
Engage in or authorize any activity that you know or reasonably should know is an unlawful,
unauthorized, fraudulent or malicious activity;
2.
Disrupt, interfere with, disable, impair, overburden, violate the security of, or attempt to gain
unauthorized access to, the Site or Services or any computing device or computer network
associated with the Site or Services;
3.
Defame, abuse, harass, harm, stalk, threaten, or otherwise violate the privacy, intellectual property,
or any other rights of any other person;
4.
Upload, publish, post, distribute, or disseminate material or content which is offensive, profane,
defamatory, hateful, distasteful, unlawful, or that infringes the rights of any person;
5.
Probe, scan, test the vulnerability of, or circumvent any technological measure or authentication
measures to protect the Site or the Services;
6.
Upload, transmit, distribute, or run any computer virus, worm, Trojan horse, malware, spyware,
time bomb, logic bomb, or any computer code that could damage or alter a computing device,
computer network, communication network, data, the Site, the Services, or any other system,
device, or property;
7.
Run Maillist, Listserv, post repeated content, or any form of auto-responder or “spam” via the Site
or Services;
8.
Attempt, in any manner, to gain unauthorized access to any other TESTBEST accounts;
9.
Restrict or inhibit any other person from using or enjoying the Site or Services;
10.
Access, use, or modify any data, information, or other materials not intentionally made available or
accessible to you by TESTBEST;
11.
Manipulate or otherwise display the Services by using framing, mirroring, or similar navigation
technology;
12.
Deep-link to the Site for any purpose or use any robot, spider, scraper, or any other automated or
manual means to access the Site, Services, or any content thereon, or copy any content or
information from the Site or Services;
13.
Create more than one TESTBEST account without permission (and if your TESTBEST account is
terminated or suspended, you may not create another account without TESTBEST’s written
authorization);
14.
License, sublicense, assign, convey, or transfer any rights granted by these Terms of Use;
15.
Publish, display, disclose, sell, rent, lease, store, loan, distribute, transmit, publicly display or
perform, co-brand, frame, host, outsource, or otherwise exploit the Site or the Services without
TESTBEST’s written consent;
16.
Copy, reproduce, modify, create derivative works of, translate, adapt, disassemble, reverse
engineer, decompile, reverse compile, or create compilations of the Site or Services;
17.
Use the Site or the Services in any manner that may infringe any intellectual property rights, rights
of privacy, or other rights of any party;
18.
Use the Services for any service bureau, time-sharing, resale, or similar purposes;
19.
Remove, obscure, or alter any trademark or intellectual property rights notice on or related to the
Site or the Services or incorporate, in whole or in part, TESTBEST’s trade and service marks into
your trademarks, service marks, company name, internet addresses, domain names, or any other
similar designations, for use on or in connection with any products or services;
20.
Access or use the Site or the Services for any purpose other than as expressly permitted under
these Terms of Use, including, but not limited to, teaching or distribution of TESTBEST’s materials
and courses by any person other than TESTBEST or a TESTBEST Affiliate;
21.
Directly or indirectly contact any Affiliate, including but not limited to any teacher providing
Services, unless such contact is initiated through the specific course platform and such contact
relates directly to the content of the specific course being provided by such Affiliate;
22.
Inquire about the hiring of or hire any TESTBEST employee or Affiliate to complete course
assignments, write papers, take exams, or otherwise do work on your behalf; or
23.
Use the Site or Services in any manner or in any capacity to violate the academic honesty policy of
any school, university, academic institution, or workplace.

The TESTBEST Services are not transferable. If you access or use, or provide any other individual or entity with
access, to any part of the Site or Services in breach of these Terms of Use, your right to use the Site and the
Services will terminate immediately. If a teacher or other TESTBEST employee or Affiliate informs us of your
violation or breach of these Terms of Us, unauthorized contact, or unauthorized use of the content or information
provided through the Site, TESTBEST reserves the right to terminate your TESTBEST account immediately.
TESTBEST also reserves the right to suspend or terminate your authorization to use any of the Services on or
available through the Site, including any access to content or courses, and to delete your TESTBEST account or
access to an Enterprise Account immediately and at any time if you breach or threaten to breach these Terms of Use.
TESTBEST further reserves the right to take whatever lawful actions it may deem appropriate in response to actual or
suspected violations of the foregoing. You will immediately notify TESTBEST of any unauthorized use of your
account, unauthorized access of an Enterprise Account, or any other breach of security of which you become aware
involving or relating to the Site or Services by emailing TESTBEST at info@ue-learn.com.
You acknowledge and agree that data collected, provided, and uploaded to the Site by persons other than
TESTBEST (“User Content”) are not the responsibility of TESTBEST. Without limiting the generality of the foregoing,
you acknowledge and agree that, (i) We do not verify User Content, (ii) We do not investigate accuracy of User
Content, (iii) We do not interfere with any person collecting, providing, or uploading User Content provided in
accordance with these Terms of Use, and (iv) TESTBEST disclaims all liability for, and you expressly release
TESTBEST from any and all damages, claims, injuries, and liability arising from or related to User Content.
If you ever feel like our Site could be better please let us know how.

Enterprise Accounts

In addition to the Terms of Use applicable to all individual users of the TESTBEST Site and Services, TESTBEST
also offers Enterprise Accounts to entities that desire to purchase blocks of hours for use of Services by their
employees or students. TESTBEST may limit the number of authorized users under an Enterprise Account and may
remove an authorized user from the Enterprise Account at any time. Any violation of these Terms of Use by a user
under an Enterprise Account may result in the immediate suspension or termination of the Enterprise Account. The
administrator of the Enterprise Account shall ensure that all users are aware of and agree to be bound by these
Terms of Use.
TESTBEST shall provide instructions and administrative log-in credentials and passwords to help Enterprise Account
users implement the Site. TESTBEST may provide user training and support to Enterprise Account holders. Except
for the training we offer to an Enterprise Account holders, Enterprise Account holders shall be solely responsible for
training and otherwise informing authorized end users of the features and capabilities of the Site and the Services.
If TESTBEST courses or content will be provided to end users through the Enterprise Account, the Enterprise
Account administrator shall ensure that, no later than 72 hours before the commencement of a course, all enrolled
students shall receive a copy of the Student Survey [link]. In the event that a course offered through an Enterprise
Account includes customized review of students’ work by TESTBEST or a TESTBEST Affiliate, the Enterprise
Account administrator shall deliver to TESTBEST [, through the “Administrator Tools” section of the Enterprise
Account,] copies of all materials intended to be evaluated by TESTBEST or its Affiliates during the course. No
TESTBEST content or Services may be provided outside of the Site or by any person not authorized by TESTBEST
in writing.
At no time will any Enterprise Account administrator or authorized user contact any TESTBEST personnel, Affiliate, or
other service provider outside of the TESTBEST Site. All communications by students enrolled in any TESTBEST
related course or Services, including communications related to scheduling of courses, submission of course
homework, and questions related to the course and Services, shall be transmitted only through the TESTBEST Site.
Direct or indirect communication with TESTBEST personnel, Affiliates, or service providers outside of the Site may
result in immediate termination of the Enterprise Account.

Fees and Purchases Through Your TESTBEST Account

Once you have registered a TESTBEST account, you may purchase access to the Services. You are responsible for
all Services ordered through your account. [Some of the Services may be available on a one-time, monthly, or
ongoing subscription basis. Unless otherwise notes, Services are not transferable and you shall not transfer, sell, or
assign or attempt to transfer, sell, or assign any Services purchased through your account.]
During the account registration process you must provide us with a valid credit or debit card or other payment method
acceptable to us and agree to keep such card active and updated at all times. You agree to be subject to and abide
by the terms of any third-party payment processor. You agree that we may begin charging you for such Services as
soon as you have completed the enrollment process through your account. You acknowledge and agree that all
sales are final and that fees for such Services are non-refundable. To the extent permitted by applicable law, you
waive any right to a refund once your purchase is complete. [If you have selected Services with a recurring
subscription fee, your TESTBEST account will be charged such subscription fees until the earlier to occur of (i)
expiration of the specific course or Service or (ii) termination of your TESTBEST account.]
All pricing terms for the Services are confidential, and you agree not to disclose them to any third party. You agree to
provide us with complete and accurate billing and contact information, and to update such information within 10 days
of any change. [You may change your payment information at any time through your TESTBEST account.] In the
event TESTBEST or its third-party payment processor is unable to process your transaction in a timely manner,
TESTBEST reserves the right to revoke access to the Services.
TESTBEST is not responsible for the policies of any third-party payment processor, including those related to
withdrawing funds from your account or charges to your credit or debit card. TESTBEST reserves the right to change
third-party payment processors at any time. Due to TestBest’s reliance on third-party payment processors,
TESTBEST is not responsible for the ultimate success or failure of any payment made through your TESTBEST
account.

Content Submitted to the Site

As part of the Services, you may be asked to upload content to the Site, submit information, post content or respond
to questions posed by the teacher or other users, perform practice exams, and otherwise engage with or
communicate with TESTBEST, its employees, Affiliates, teachers, and other users (collectively, “Submissions”). All
Submissions remain your intellectual property. You acknowledge and agree that you have the worldwide right to
transfer and license such Submissions and that no Submission violates any intellectual property, privacy, or
confidentiality rights or any other person or entity.
By making a Submission, you grant TESTBEST and its Affiliates a nonexclusive, royalty-free, perpetual, transferable,
irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create
derivative works from, sell, and publicly display and perform such Submissions throughout the world in any media,
now known or hereafter devised, for any purpose; and (b) use the name that you submit in connection with such
Submission. You acknowledge that TESTBEST may choose to provide attribution of your comments or reviews at
our discretion. You further grant TESTBEST the right to pursue at law any person or entity that violates your or
TestBest’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that
Submissions are non-confidential and non-proprietary.

Third-Party Processors

Your access of the Site or use of the Services may involve interaction or use of third party services, websites,
information, advertising, products, content, data, tools, materials, software, intellectual property rights, or other
tangible or intangible items owned or controlled by third parties, such as third party social media providers who
provide you a means to create a TESTBEST account, third party payment processors who process your purchase of
Services, and TESTBEST Affiliates who provide you with content which you may access as part of the Services
(“Third Party Services”). The Services may also contain links to or have features that are hosted by Third Party
Services. These Terms of Use do not address the policies or practices of the owners, providers, or controllers of
such Third Party Services and it is your responsibility for reviewing and complying with any such policies and
practices. To the extent permitted by applicable law, you agree that TESTBEST shall not be responsible or liable for
any loss or damage of any sort incurred as the result of your use of any Third Party Services or your interactions with
the owners, providers, or controllers of Third Party Services. TESTBEST reserves the right to add, modify, or
discontinue any Third Party Services made available via the Site or the Services at any time without prior notice to
you.

Warranty, Indemnification, and Limitations on Damages

THERE IS NO WARRANTY ON ANY OF THE INFORMATION OR DATA PROVIDED ON OR THROUGH THE
SITE. WE PROVIDE THE SITE, ITS CONTENT AND OUR SERVICES “AS IS”, WHERE IS, AND WITHOUT ANY
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-
INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR
USAGE OF TRADE. WE DO NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY, USEFULNESS,
COMPLETENESS, OR QUALITY OF THE SITE OR ANY INFORMATION MADE AVAILABLE THEREIN. WE ALSO
DO NOT GUARANTEE ANY DATA ACCESSED THROUGH OUR SITE, OR THE CONTINUOUS,
UNINTERRUPTED OR SECURE ACCESS TO THIS SITE OR OUR SERVICES, AND OPERATION OF THE SITE
MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. YOU USE THE
TESTBEST SITE AND SERVICES AT YOUR OWN RISK.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM OBTAINING ANY CONTENT FROM THE SITE OR SERVICES, INCLUDING ANY DAMAGES
RESULTING FROM COMPUTER VIRUSES.
You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs,
liabilities, losses and damages of any kind (including attorneys’ fees) resulting from your registration with, use of, or
activities on the Site, violation of any third party’s rights, including without limitation any intellectual property, or
privacy rights, your breach of any provision of these Terms of Use and/or any other actions or omissions resulting in
liability or loss to TESTBEST . In connection with any such defense, you shall employ counsel acceptable to us, and
we shall be entitled to participate in such defense at our own cost and expense. You may not settle any claims which
relate to or otherwise impact TESTBEST without TESTBEST’s written consent which may be withheld in its sole
discretion.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TESTBEST, ITS
MANAGERS, OFFICERS, EMPLOYEES, MEMBERS, AFFILIATES, CONTRACTORS, AGENTS,
REPRESENTATIVES, LICENSORS, OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR
REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE, COST OF SUBSTITUTE SERVICES, INABILITY
TO USE THE SITE OR SERVICES, SECURITY BREACHES, OR ANY OTHER LIABILITIES OR LOSSES CAUSED
BY THE SITE OR THE SERVICES OR BY FAILURE THEREOF, WHETHER BASED ON WARRANTY, CONTRACT,
TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN
OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL TESTBEST’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SITE
AND SERVICES, WHETEHR BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY,
EXCEED THE LESSER OF (i) U.S. $5,000 AND (ii) THE AMOUNTS WHICH YOU HAVE ACTUALLY PAID TO US
IN CONNECTION WITH YOUR USE OF THIS SITE IN THE ONE MONT IMMEDIATELY PRECEDING THE DATE
OF THE MOST RECENT CLAIM. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE
EXISTENCE OF MORE THAN ONE INSTANCE OR CLAIM. THIS LIMITATION MAY NOT BE APPLICABLE IN
CERTAIN CIRCUMSTANCES OR CERTAIN STATES.
TESTBEST shall be free from any claim, liability or responsibility pursuant to these Terms of Use for failure to
perform or delay in performing any obligation where such failure is due to any event beyond TESTBEST’s reasonable
control, including but not limited to any natural or environmental disaster, power outage, war, terrorism, accident,
government law or regulation or requirement or any other cause beyond the control of TESTBEST.
The limitations of liability provided in these Terms of Use inure to the benefit of Us, our Affiliates and to all of our
respective officers, managers, members, employees, attorneys and agents. The exclusions and limitations of
damages set forth above are fundamental elements of the basis of the bargain between you and TESTBEST.

Intellectual Property Ownership and Confidentiality

Subject to the rights expressly granted by TESTBEST to you under these Terms of Use, TESTBEST or its licensors
exclusively own all rights, title, and interest in and to the Site and Services, including all intellectual property rights in
any technology, system, trade or service marks, course materials, academic materials, student reports and
evaluations, and non-User Content on the Site. TESTBEST will be free to use its general knowledge, skills and
experience, and any ideas, concepts, know-how, methodologies, and techniques that it acquires or uses in the
course of providing the Site and the Services for any purpose.
Unless explicitly stated in these Terms of Use, nothing in these Terms of Use shall be construed as conferring any
license to intellectual property rights, whether by estoppel, implication, or otherwise. TESTBEST authorizes you to
download, display, and copy content owned by TESTBEST on this Site provided that: (a) the copyright notice
pertaining to the content remains, and a permission notice (e.g., “used with permission of TESTBEST, LLC”) is added
to such content; (b) the use of such content is solely for personal and non-commercial use; (c) such content will not
be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid
permission or license covering such materials; and (d) no modifications are made to such content. This permission
terminates automatically without notice if you breach any of the terms or conditions in these Terms of Use. Upon
termination, you must immediately destroy any downloaded and/or printed content.
In addition, you may from time-to-time submit feedback, comments, suggestions, questions, ideas, or other
information to TESTBEST concerning the Site, the Services or other products, services, technology, techniques,
processes or materials (“Feedback”). All Feedback becomes the sole property of TESTBEST. TESTBEST may
freely use, copy, disclose, license, distribute and otherwise exploit such Feedback in any manner, including in
connection with any of its products and/or services, without any obligation, payment, royalty or restriction whether
based on intellectual property rights or otherwise.
You own any personally identifiable data concerning you which we or our Affiliates have collected as part of the Site
or the Services. Such information is covered by the terms of our Privacy Policy.

Children

The Site and the Services are not intended for direct use by children under 13 years of age under any circumstances.
In order to use the Site and the Services, you must be at least 18 years of age. If you are between the ages of 13
and 18, you may still use the Site and the Services, but you must have a parent or legal guardian provide valid and
verifiable consent to your use of the Site and Services and accept these Terms of Use and acknowledge TestBest’s
Privacy Policy, in each case as required by the Services or as otherwise required by TESTBEST from time to time. If
you are under the age of 13, the Site and Services may still be utilized by your parent or legal guardian on your
behalf, but you may not use the Site or Services directly. If TESTBEST determines at any time that a child under the
age of 13 has created a TESTBEST account through the Site, TESTBEST may terminate such child’s TESTBEST
account and remove all information regarding such child from TESTBEST’s systems. By using the Site, you are
representing and warranting to TESTBEST that you satisfy at least one of the following: (a) you are at least 18 years
of age, (b) you are at least 13 years of age and your parent or legal guardian has provided TESTBEST with valid and
verifiable consent to your use of the Site, and (c) you are the parent or legal guardian of a minor child and are using
the Site on such minor child’s behalf with full capacity and legal authority to do so. TESTBEST’s Site and Services
are subject to state regulations and may change from time to time due to changes in applicable regulatory
requirements.

Cancellations

If you leave us, we'll miss you dearly but we won’t hold you back. To cancel, just email our Customer Happiness
team at: info@ue-learn.com and ask us to cancel your account.
Your account will remain in effect until cancelled by you or terminated by TESTBEST in accordance with these Terms
of Use. For ongoing subscription Services, unless your account or Services are cancelled before the end of the
billing cycle (as determined by the specific Service in which you have enrolled), your access to such Services will
renew and you will be changed the fees associated with such Service. TESTBEST reserves the right to suspend,
revoke, terminate, discontinue, or otherwise cancel your TESTBEST account or use of the Services at any time and
for any reason without prior notice to you. These Terms of Use, as may be amended from time to time, shall remain
in full force and effect until such time as TESTBEST terminates these Terms of Use, terminates or cancels your
account, or discontinues your access to Services (and of which constitutes a “Termination”).
Upon a Termination, your right to access the Site and use the Services will automatically terminate and TESTBEST
may delete any or all information related to your TESTBEST account. In the event of a Termination for a reason
other than your breach of these Terms of Use, your account and access to any Services will remain in effect until the
end of the billing cycle at which time access to your account and the Services will be revoked.
The sections entitled “Content Submitted to the Site”, “Third-Party Processors”, “Warranty, Indemnification, and
Limitation on Damages”, “Intellectual Property Ownership and Confidentiality”, “Governing Law and Disputes”,
“General”, and all payment obligations shall survive Termination. You agree that if your use of the Site or Services is
terminated pursuant to these Terms of Use, you will not attempt to use the Site or Services under any name, real or
assumed, and further agree that if you violate this restriction after Termination, TESTBEST is entitled to recover
damages, costs, and attorneys’ fees incurred by it as a result thereof.
Except as otherwise provided in the TESTBEST Privacy Policy or as required by applicable law, TESTBEST has no
obligation, whether before or after Termination, to return or otherwise provide to you or any third-party on your behalf
any User Content or any other information that TESTBEST may have that relates to you.

Governing Law and Disputes

We are based in the United States of America, and make no claims that We, our Site, or our Services are appropriate
or may be legally accessed, used, or downloaded outside of the United States. Access to the Site and the Services
may not be legal by certain persons or in certain countries. If you access our Site and Services from outside the
United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
Access to the Site and Services from jurisdictions where the contents of the Site and the Services are illegal or
penalized is prohibited. You may not use or expert or re-export the Services or any copy or adaptation thereof in
violation of any applicable laws or regulations, including without limitation U.S. export laws and regulations.
By accessing, registering with, or using the Site, you agree that these Terms of Use and your use of the Site shall be
governed in all respects by the internal substantive laws of the State of California, without regard to conflicts of laws
rules and shall not be governed by the United Nations Convention on the International Sale of Goods or the laws of
any other jurisdiction, state or country. You further submit to exclusive jurisdiction and venue in the state and federal
courts located in the State of California in and for the county of San Mateo and further agree that any cause of action,
lawsuit, arbitration, or other dispute resolution procedure you may bring arising under or concerning this Site, the
Services, or your use of or activities in connection with this Site and the Services shall be brought by you exclusively
in the state or federal court or arbitration facility located in the State of California, San Mateo County having subject
matter jurisdiction thereof.
Our priority is to learn about and address any of your concerns related to the Site and the Services. You agree that
you will first notify TESTBEST about any dispute you have with TESTBEST regarding these Terms of Use or
TESTBEST’s Site or Services by contacting TESTBEST at info@ue-learn.com. Once TESTBEST receives your notice,
TESTBEST will try to resolve the dispute informally by contacting you through email. If a dispute is not resolved
within 90 days after your submission, you or TESTBEST may bring a formal proceeding. The prevailing party in any
dispute resolution is entitled to recover its fees and costs (including attorneys’ fees) incurred in any such action.
TESTBEST limits its liability to arbitration fees only.
You agree that regardless of any statute or law to the contrary, any dispute must be filed within one (1) year after the
occurrence of the event or facts giving rise to a dispute, or you waive the right to pursue any dispute based upon
such event or facts forever.
Notwithstanding the above, without limiting any other remedies that may be available to TESTBEST, if a dispute
concerns a matter for injunctive or other similar relief that is appropriate under applicable law, TESTBEST may seek
such injunctive or other similar relief in any state or federal court of competent jurisdiction, whether or not it is in the
State of California. You hereby waive any requirement of TESTBEST to seek a bond or other security if seeking any
such injunction.

General

These Terms of Use, which include TESTBEST’s Privacy Policy, and any other agreements or terms that TESTBEST
may post on the Site, constitute the entire agreement between you and TESTBEST in relation to the Site and the
Services and supersede any prior agreements between you and TESTBEST regarding the Site and the Services,
including prior versions of these Terms of Use. These Terms of Use may be assigned by TESTBEST at any time as
a matter of law.
All parts of these Terms of Use apply to the maximum extent permitted by applicable law. TESTBEST’s failure to
enforce any provision of these Terms of Use will not constitute a waiver of such right. If a part of these Terms of Use
as written cannot be enforced, then that part will be replaced with terms that most closely match the intent of the
parties to the extent permitted by applicable law. The invalidity of part of these Terms of Use will not affect the
validity and enforceability of the remaining provisions.
The headings and captions used in these Terms of Use are used for convenience only and are not to be considered
in construing or interpreting these Terms of Use. The words “includes”, “including”, “for example”, “such as” and
similar terms are not words of limitation. No rule of construction applies to the disadvantage of a party because that
party was responsible for the preparation of these Terms of Use.
Neither these Terms of Use nor the Site create any partnership, joint venture, employment, or other agency
relationship between TESTBEST and you. You may not enter into any contract on TESTBEST’s behalf or bind
TESTBEST in any way.
You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void.
TESTBEST may, in its sole discretion, transfer, delegate, subcontract or assign, without notifying you, any rights or
obligations under these Terms of Use.
These Terms of Use are for the benefit of TESTBEST and you only, and only TESTBEST and you may enforce it.
The parties do not intend for these Terms of Use to confer any right or benefit on any third party. No third party may
commence or prosecute an action against a party to these Terms of Use claiming to be a third-party beneficiary of
these Terms of Use or any of the transactions contemplated in these Terms of Use.
If you have any questions or concerns about these Terms of Use, please contact TESTBEST at info@ue-learn.com.