LINGO4ALL – VIRTUAL PLATFORM WHITE-LABEL CUSTOMER AGREEMENT

Agreement Terms

1. Parties

1.1 Company: Lingo4all Language Company, located at 511 W 25th Street, 8th Floor, New York, NY 10001, USA, email agreement@lingo4all.com (the “Company”, “Lingo4all”, “We”, or “Us”).

1.2 Customer: The educational institution, language school, franchise, training organization, or other entity that subscribes to the Lingo4all Virtual Platform under a white-label arrangement, whose corporate, legal, fiscal, address, and billing information is registered and maintained in Lingo4all systems (the “Customer”, “Partner”, “School”, or “You”).

2. Purpose and Scope

This Agreement governs the terms and conditions under which the Customer subscribes to and uses the Lingo4all Virtual Platform (the “Platform”) to deliver AI-powered language learning services to its own students under the Customer’s own brand. This document serves as the official reference version of the Virtual Platform White-Label Customer Agreement.

3. Service Description

The Platform, as provided under this Agreement, includes:

• Access to Lingo4all’s catalog of AI tutors (audio-only and avatar-driven), powered by curated third-party AI providers.
• Administrative panel for managing the Customer’s students, sessions, usage data, and configuration.
• Support for custom domains, allowing the Customer to operate the Platform under its own branded URL.
• Customizable visual branding, including logo, color scheme, and selected interface text.
• Per-session usage metering, with consolidated monthly reporting accessible through the administrative panel.
• Standard technical infrastructure including secure transport, session recording where enabled, and uptime monitoring.

The specific tier, quotas, features, and pricing applicable to the Customer are defined in the Customer’s registration record within the Lingo4all platform and may be updated by mutual electronic agreement.

4. Term and Duration

This Agreement becomes effective upon electronic acceptance within the Lingo4all platform. The initial term is twelve (12) months, with automatic renewal for successive twelve (12) month periods unless either party provides at least sixty (60) days’ prior written notice of non-renewal. Termination during the initial term requires material breach by the other party and a reasonable opportunity to cure, except as otherwise provided herein.

5. Customer Obligations

The Customer agrees to:

1. Provide and maintain accurate, current, and complete corporate, legal, address, fiscal, and billing information.
2. Designate a primary administrative contact and a billing contact, both authorized to act on the Customer’s behalf.
3. Comply with all applicable laws and regulations, including data protection laws applicable to its students (GDPR, LGPD, CCPA/CPRA, and any other applicable framework).
4. Obtain all necessary consents, authorizations, and legal bases for the processing of its students’ personal data through the Platform.
5. Respect the agreed monthly usage quotas and accept the consequences of overage as defined in the commercial terms.
6. Refrain from reselling, sublicensing, or otherwise making the Platform available to third parties outside the Customer’s declared student base.
7. Refrain from copying, reverse engineering, decompiling, or attempting to replicate the Platform’s technology, content, or AI personas.
8. Refrain from using the Platform to develop, build, or operate a directly competing AI language tutoring service.
9. Maintain the confidentiality, integrity, and security of administrative credentials issued by Lingo4all.
10. Provide a designated technical contact to receive operational, security, and incident notifications.
11. Pay all invoices issued by Lingo4all within the applicable payment terms.
12. Immediately report any suspected security incident, data breach, or material misuse of the Platform to report@lingo4all.com.

6. Lingo4all Obligations

Lingo4all agrees to:

• Use commercially reasonable efforts to make the Platform available on a best-effort basis, with a target monthly uptime of 99.0%.
• Provide technical support to the Customer’s designated administrative and technical contacts during business hours, via the designated support channels.
• Maintain administrative, technical, and physical safeguards appropriate to the nature of the service and the data processed.
• Make consolidated usage data available to the Customer through the administrative panel.
• Provide reasonable advance notice of material Platform changes that may impact the Customer’s operations.
• Designate an account contact to coordinate commercial, contractual, and onboarding matters with the Customer.

Lingo4all does not guarantee uninterrupted availability of the Platform. Scheduled maintenance and reasonable downtime for upgrades, infrastructure work, or third-party service interruptions do not constitute a breach of this Agreement.

7. Compensation, Pricing, and Payment

• Pricing is consumption-based and calculated as a function of class-minutes consumed by the Customer’s students, multiplied by the applicable per-minute rate and any agreed markup, plus any fixed fees defined in the Customer’s subscription tier.
• Invoices are issued monthly, no later than the fifth (5th) business day of the month following the consumption period.
• Payment terms are ten (10) days from invoice issuance unless otherwise agreed in writing.
• Invoices must be settled through the payment method indicated in the Customer’s registration record. Banking, conversion, and remittance fees are the responsibility of the Customer.
• Lingo4all may suspend service if any invoice remains unpaid for more than fifteen (15) days past the due date. Late payments accrue interest at the maximum rate permitted by applicable law.
• All amounts are expressed in United States Dollars (USD) unless otherwise specified in writing. Currency conversion at the Customer’s expense.
• Disputes regarding invoiced amounts must be raised in writing to invoice@lingo4all.com within ten (10) days of the invoice issuance, failing which the invoice is deemed accepted.

8. White-Label Use Rights and Restrictions

Subject to the Customer’s compliance with this Agreement, Lingo4all grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform under the Customer’s own brand and on the Customer’s registered custom domain(s), for the sole purpose of delivering language learning services to the Customer’s declared student base.

The following restrictions apply:

• The Customer may not sub-resell, redistribute, or otherwise make the Platform available to any third party outside its declared student base.
• The Customer’s brand assets (including logo, copy, and visual identity) remain the Customer’s property at all times.
• All rights in the Platform, including its source code, infrastructure, AI personas catalog, content library, and underlying technology, remain the exclusive property of Lingo4all.
• Lingo4all may require, depending on the Customer’s subscription tier, a discreet “Powered by Lingo4all” attribution to be displayed on the white-labeled interface.
• The Customer may not remove, alter, or obscure any proprietary notices embedded in the Platform’s code, telemetry, or back-end communications.

9. Data Protection and Privacy

Where the Customer collects, transmits, or otherwise causes the processing of personal data of its students or end-users through the Platform, the Customer acts as the Data Controller and Lingo4all acts as the Data Processor (or equivalent role under applicable law).

The Customer is responsible for establishing the lawful basis for processing, providing notice to data subjects, and securing any required consents. Lingo4all processes such data solely on documented instructions from the Customer, as reflected in the configuration of the Platform.

The Platform is designed to support compliance with the following frameworks, to the extent applicable:

• GDPR (European Union)
• CCPA / CPRA (California, USA)
• LGPD (Brazil)

Lingo4all engages third-party sub-processors to deliver Platform functionality (including AI inference, speech-to-text, text-to-speech, real-time transport, and avatar generation providers). A current list of sub-processors is maintained in the Platform’s technical documentation and may be updated by Lingo4all with reasonable notice.

Data retention periods, transcript retention, and data export options are configurable by Customer tier and are documented within the administrative panel. On termination, the Customer may export its data during a thirty (30) day grace period, after which Lingo4all may delete such data in accordance with the applicable retention policy.

10. Intellectual Property

• The Platform, including its source code, infrastructure, AI personas, content catalog, designs, documentation, and underlying methodology, is and shall remain the exclusive property of Lingo4all.
• The Customer’s brand assets, including its name, logo, visual identity, custom copy, and any other materials provided by the Customer for use on the white-labeled interface, remain the exclusive property of the Customer.
• Any custom personas, content, or configuration created by the Customer through optional Platform features remain governed by a separate addendum, where applicable.
• Lingo4all may use aggregated, anonymized, and de-identified usage data to monitor, maintain, and improve the Platform and to develop new services, provided that no such data identifies the Customer or its students.

11. Confidentiality and Non-Circumvention

Each party agrees to maintain strict confidentiality regarding all non-public information disclosed by the other party in the course of this Agreement, including pricing, technology, methodology, business processes, and student data.

The Customer agrees not to bypass, replicate, or use the Platform’s technology, AI personas, or content to deliver competing AI language tutoring services to its students for a period of twelve (12) months following termination of this Agreement, whether directly or indirectly, including through any third-party affiliate, controlled entity, or successor.

12. Suspension and Termination

Lingo4all may immediately suspend or terminate the Customer’s access in cases of:

• Non-payment of any invoice for more than fifteen (15) days past its due date.
• Material breach of this Agreement that is not cured within fifteen (15) days of written notice.
• Abuse of the Platform, security risk, illegal activity, reputational harm, or violation of acceptable use policies.
• Breach of confidentiality or non-circumvention obligations.
• Insolvency, bankruptcy, dissolution, or similar event affecting the Customer.

Either party may terminate this Agreement at the end of the then-current term with at least sixty (60) days’ prior written notice. Upon termination, the Customer’s custom domain mappings are deactivated, student access to the Platform is suspended, and a thirty (30) day data export window is provided. After such window, Lingo4all may delete Customer data in accordance with the applicable retention policy. Fees already paid are non-refundable.

13. Service Levels and Support

• Lingo4all targets a monthly uptime of 99.0% on a best-effort basis. No service credits are provided under this Agreement; enhanced service level commitments are available through a separate Service Level Addendum.
• Scheduled maintenance windows are notified at least twenty-four (24) hours in advance whenever feasible.
• Support response targets, measured in business hours, are:
  • Critical (Platform-wide outage): four (4) business hours.
  • High (significant functional degradation): one (1) business day.
  • Standard (general inquiries, configuration assistance): three (3) business days.
• Support is provided through the designated email channels and the administrative panel, in English and Portuguese.

14. Limitation of Liability and Indemnification

To the maximum extent permitted by applicable law:

• Neither party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, data, or goodwill.
• The total aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the total fees paid by the Customer to Lingo4all in the three (3) months preceding the event giving rise to the claim.
• The Customer agrees to indemnify, defend, and hold harmless Lingo4all from any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: (a) the Customer’s misuse of the Platform; (b) the Customer’s violation of applicable student data protection laws; (c) the Customer’s content, brand assets, or instructions to Lingo4all; or (d) any third-party claim brought by a student of the Customer.
• Lingo4all agrees to indemnify, defend, and hold harmless the Customer from third-party intellectual property infringement claims arising from the core Platform technology as provided by Lingo4all, excluding modifications made by or on behalf of the Customer, combinations with third-party services not provided by Lingo4all, or use outside the scope of this Agreement.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of New York, United States, excluding its conflict of law principles. The parties agree to first attempt to resolve any dispute through good-faith negotiation between authorized representatives, within thirty (30) days of written notice of the dispute. If the dispute remains unresolved, it shall be submitted to international arbitration under rules deemed appropriate for cross-border commercial agreements. Each party shall bear its own legal costs, unless otherwise awarded by the arbitrator.

16. Final Provisions

This document represents the official reference version of the Virtual Platform White-Label Customer Agreement. Electronic acceptance, version tracking, evidence of consent, and amendment history are managed within the Lingo4all application environment. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior proposals or communications.

Amendments to this Agreement require electronic re-acceptance through the Platform. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force. Failure to enforce any right does not constitute a waiver. Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control (force majeure). Notices shall be delivered through the designated email addresses listed below.

Reference contact: agreement@lingo4all.com