Terms of Use

These Terms of Use ("Terms") govern your access to and use of the websites, mobile applications, and online services provided by Xuman Inc ("Xuman," "we," "us," or "our"), including our youth enrichment marketplace and related features (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

Important: Xuman is a marketplace and technology platform. Xuman does not employ or supervise providers and does not itself deliver the underlying youth services available through the marketplace.

1. Our Services

Xuman operates a unified youth services marketplace that brings tutoring, STEM, arts, sports, communication, wellness, leadership, enrichment, mentoring, and other youth focused offerings into a single, pay-as-you-go platform.

Through the Services:

• Families can discover, compare, and book youth services across categories on a flexible, pay-as-you-go basis.
• Guides / Providers ("Guides") can define their offerings, pricing, schedule, and formats (including 1:1 and small group sessions) and manage bookings and communications from a single console.
• A Human Experience Engine uses behavioral and compatibility signals ("Human Fit") to help route families and Guides and support small group composition.

Xuman provides the platform; the actual services booked through the platform are provided by independent Guides.

2. Eligibility and User Roles

2.1 General eligibility

To create an account or use the Services in a contractual capacity, you must:

• Be at least 18 years old; and
• Have the legal capacity to enter into a binding agreement.

If you use the Services on behalf of an entity (such as a school, district, nonprofit, or other organization), you represent that you are authorized to bind that entity to these Terms. In that case, "you" includes both you and the entity.

2.2 Families / parents / legal guardians

The Services may be used for the benefit of minors, but minors do not enter into these Terms.

By creating or using an account to book services for a minor, you represent and warrant that you are:

• The minor's parent or legal guardian, or
• Otherwise legally authorized to act on behalf of the minor.

You remain solely responsible for:

• Selecting, evaluating, and supervising Guides;
• Determining whether any service, format, or environment is appropriate for your child;
• Ensuring that in-person sessions occur in safe, appropriate, and supervised settings; and
• Complying with all laws and obligations relating to your child's participation.

2.3 Guides

"Guides" are independent providers who list and offer services through the marketplace.

Guides must:

• Be 18 years of age or older;
• Create and maintain accurate profiles describing their identity, services, qualifications, formats, and availability;
• Obtain and maintain all licenses, credentials, authorizations, and insurance required to provide their services; and
• Comply with all applicable laws and regulations, including those related to working with minors.

Guides are independent participants, not employees, partners, or agents of Xuman. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between any Guide and Xuman.

3. Accounts, Security, and Our Rights

3.1 Account registration

You may need an account to use certain features of the Services.

You agree to:

• Provide accurate, current, and complete information during registration and keep it updated;
• Maintain the confidentiality of your login credentials; and
• Promptly notify Xuman of any suspected unauthorized access to or use of your account.

You are responsible for all activities that occur under your account.

3.2 Our right to refuse, suspend, or terminate

Xuman reserves the right, in our sole discretion, to:

• Refuse to provide the Services to any person or entity;
• Refuse registration of any account or username;
• Suspend, restrict, or terminate any account or access to the Services; and/or
• Remove or restrict access to any content or listing,

at any time, with or without notice, and for any reason or no reason at all, including, without limitation, if we believe:

• You have violated these Terms or any other applicable policy;
• You have provided inaccurate or incomplete information;
• Your conduct creates or may create risk, harm, or liability for users, minors, Guides, Xuman, or any third party; or
• It is otherwise appropriate or necessary to protect the integrity, security, or reputation of the Services.

Xuman is not liable to you or any third party for any such refusal, suspension, restriction, or termination.

4. Marketplace Role and Limitations

4.1 Platform-only role

Xuman provides the technology platform and marketplace. Xuman does not:

• Provide or supervise tutoring, coaching, mentoring, childcare, therapy, or any other youth services;
• Control or direct Guides' day-to-day activities;
• Guarantee availability of any particular Guide or service; or
• Guarantee any specific educational, developmental, behavioral, or other outcomes.

Any services you book through the platform are provided by the applicable Guide under a separate arrangement between you and that Guide.

4.2 Background checks and vetting

For Trust & Safety purposes, Xuman may conduct or facilitate background checks or other screening on certain Guides, particularly where services involve minors.

You acknowledge and agree that:

• Background checks and screenings have inherent limitations and may not capture all relevant information;
• Xuman does not guarantee the accuracy, completeness, or timeliness of any check; and
• A Guide's presence on the platform does not constitute a certification, endorsement, or guarantee of the Guide's safety, character, or qualifications.

You remain responsible for performing your own diligence before engaging any Guide.

4.3 Human Experience Engine and Human Fit

The Human Experience Engine uses behavioral, contextual, and interaction-level data to generate Human Fit signals and to inform discovery and routing.

You acknowledge and agree that:

• Human Fit, recommendations, and rankings are probabilistic and may be incorrect or incomplete;
• Xuman may change or update routing, recommendation, and scoring systems at any time; and
• You remain solely responsible for your decisions about which services to book, which Guides to engage, and how to supervise or deliver sessions.

4.4 Interactions with other users and offline meetings

The Services connect families and Guides, but Xuman does not control, and is not responsible for, the conduct of users, whether online or offline.

You acknowledge and agree that:

• You may be interacting with people you do not know personally, and you are solely responsible for your interactions with other users, whether through the Services or in person;
• Xuman does not routinely screen or monitor all users, sessions, or locations and cannot guarantee the identity, intentions, background, safety, or suitability of any user or Guide; and
• There are inherent risks in meeting or allowing your child to meet other people, including risks of physical harm, emotional distress, property damage, or other loss.

You agree that you will:

• Use your own judgment in deciding whether and how to interact with other users;
• Take reasonable precautions appropriate to your situation (for example, meeting in appropriate locations, ensuring an adult is present for in-person sessions with minors, and following any relevant school or organizational policies); and
• Immediately cease interactions that feel unsafe, inappropriate, or misaligned with your expectations.

To the maximum extent permitted by law, Xuman is not responsible or liable for any claims, injuries, losses, or damages arising out of or relating to your interactions or relationships with other users (including Guides and families), whether online or offline, before, during, or after any session.

5. Bookings, Payments, and Cancellations

5.1 Pay-as-you-go model

The Services operate on a pay-as-you-go basis:

• You may purchase individual sessions, packs of sessions, or flexible units of time, as shown in the booking flow;
• You are not required to sign long-term contracts or subscriptions to use the core marketplace.

Additional terms may apply to specific offerings, pilot programs, or institutional arrangements; those terms will be presented at the time of engagement.

5.2 Payment processing

Payments made via the Services are processed by Xuman and/or its third-party payment processors.

By initiating a payment or enrolling as a Guide, you authorize:

• Xuman and its processors to charge your designated payment method for all amounts listed at checkout, including fees, charges, and applicable taxes; and
• Xuman to remit payouts to Guides, net of any platform fees, taxes, chargebacks, or other adjustments.

You agree to provide accurate billing, payment, and payout information and to keep it updated.

Xuman may charge platform, transaction, or service fees as disclosed in the Services. Fees may change from time to time, and any changes will apply prospectively.

5.3 Cancellations, rescheduling, and refunds

Cancellation, rescheduling, and refund terms may vary by service, city, Guide, or promotion.

• The specific terms applicable to a booking will be presented during the scheduling or purchase flow.
• Some bookings may be non-refundable, or only partially refundable, depending on timing and the applicable policy.
• No-shows, late arrivals, or late cancellations may result in forfeited amounts and/or additional fees.

Unless a different policy is expressly stated in the Services at the time of purchase, all purchases are final and non-refundable.

Xuman may, but is not obligated to, issue refunds, credits, or other accommodations in its sole discretion (for example, as a one-time courtesy or in connection with service issues). Any such action:

• Is made without creating any obligation to do so in the future; and
• Does not constitute a waiver of any provision of these Terms or any applicable policy.

If a Guide independently offers a refund or adjustment outside the platform, that is solely between you and the Guide, and Xuman has no obligation to honor or enforce such arrangements.

6. Acceptable Use

You agree that you will not:

• Violate any applicable law, regulation, or third-party right;
• Exploit, harm, or attempt to exploit or harm minors in any way;
• Harass, threaten, stalk, or abuse any user, Guide, or Xuman personnel;
• Post, transmit, or share content that is unlawful, fraudulent, misleading, defamatory, obscene, hateful, or otherwise objectionable;
• Impersonate any person or entity or misrepresent your affiliation;
• Infringe or misappropriate the intellectual property, privacy, or other rights of any person;
• Interfere with the operation of the Services, including by transmitting viruses, malware, automated scripts, or scraping tools;
• Attempt to gain unauthorized access to any accounts, systems, or networks; or
• Reverse engineer, decompile, or attempt to derive the source code or underlying ideas of the Services, except to the limited extent permitted by law.

Xuman may investigate and take any action it deems appropriate, including reporting suspected illegal activity to law enforcement and cooperating with investigations.

7. User Content and Feedback

7.1 User Content

The Services may enable you to submit, upload, post, or transmit content, such as profile information, listings, messages, reviews, ratings, or other materials ("User Content").

You retain ownership of your User Content, subject to the rights granted below. By submitting User Content, you grant Xuman a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to:

• Host, store, reproduce, modify, adapt, translate, publish, perform, display, and distribute such User Content; and
• Use it in connection with operating, improving, and promoting the Services.

You represent and warrant that:

• You have all rights necessary to grant this license; and
• Your User Content does not violate these Terms, any law, or any third party's rights.

Xuman may, at any time and without notice, remove, edit, or restrict access to User Content that we believe violates these Terms or creates risk for users or the platform.

7.2 Feedback

If you provide any ideas, suggestions, or feedback about Xuman or the Services ("Feedback"), you agree that:

• Xuman may use, copy, disclose, and exploit such Feedback without restriction and without compensation to you; and
• You will not assert any claim related to Xuman's use of Feedback that is similar or related to your suggestions.

8. Intellectual Property

The Services and all content therein (excluding User Content) — including software, the Human Experience Engine, Human Fit algorithms, designs, text, graphics, logos, and trademarks — are owned by or licensed to Xuman and are protected by intellectual property and other laws.

Subject to these Terms, Xuman grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal use (if you are a family) or internal business use (if you are a Guide or organization).

You may not:

• Copy, modify, or create derivative works based on the Services;
• Distribute, sell, resell, lease, or otherwise exploit the Services for commercial purposes except as expressly permitted for Guides within the marketplace;
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices; or
• Use the Services in any way not expressly permitted by these Terms.

9. Third-Party Services

The Services may link to or integrate with third-party websites, applications, or services (including payment processors, video conferencing tools, communication platforms, or other infrastructure).

Xuman does not control and is not responsible for any third-party services. Your use of third-party services is subject to their own terms and privacy policies, and Xuman is not liable for any damages or losses arising from your use of such services.

10. Disclaimers

To the maximum extent permitted by law, the Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory.

Xuman and its officers, directors, employees, and agents expressly disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement, and any warranties arising out of course of dealing or usage of trade.

Without limiting the foregoing, Xuman does not warrant that:

• The Services will be uninterrupted, secure, or error-free;
• Any particular Guide, listing, or service will be available at any time;
• The information on the Services is accurate, complete, or current; or
• Any services provided by Guides will meet your expectations or produce any specific educational, developmental, or other outcomes.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

11. Limitation of Liability

To the maximum extent permitted by law:

• Xuman will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or any loss of profits, revenues, business, goodwill, or data, arising out of or in connection with these Terms or your use of (or inability to use) the Services, or any interaction or relationship with other users (including Guides and families), whether based in contract, tort, strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.
• Xuman's total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of:
  • (a) the total amount you paid to Xuman via the Services in the twelve (12) months immediately prior to the event giving rise to the claim; or
  • (b) one hundred U.S. dollars (US $100).

These limitations apply even if any limited remedy fails of its essential purpose.

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

12. Indemnification

You agree to indemnify, defend, and hold harmless Xuman and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of, or inability to use, the Services;
• Your User Content;
• Your interactions or relationships with other users, including Guides and families;
• Your violation of these Terms or any applicable law or regulation.

Xuman reserves the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with Xuman in asserting any available defenses.

13. Termination

You may stop using the Services and close your account at any time.

Xuman may, at any time and in its sole discretion, with or without notice, suspend or terminate your access to the Services (including your account) and/or remove any User Content, for any reason or no reason, including but not limited to:

• Any violation or suspected violation of these Terms or other policies;
• Any conduct that creates or may create risk, harm, or liability for Xuman, users, or third parties; or
• Operational decisions such as discontinuation or material modification of the Services.

Upon termination:

• Your right to use the Services will immediately cease; and
• Sections of these Terms that by their nature should survive (including, without limitation, ownership provisions, disclaimers, limitations of liability, and indemnification) will continue to apply.

Xuman will not be liable to you or any third party for any suspension, termination, or loss of access.

14. Changes to the Services and to These Terms

Xuman may modify or discontinue all or part of the Services at any time, with or without notice.

We may also update these Terms from time to time. When we do, we will revise the "Last Updated" date above and may provide additional notice (such as posting a notice in the Services or sending an email).

Your continued use of the Services after the effective date of any updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

15. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the State of [●], without regard to its conflict-of-laws principles.

[This is where your counsel can add any arbitration agreement, class action waiver, and venue/jurisdiction clause, tailored to your risk profile and where Xuman is based.]

16. Miscellaneous

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

Xuman's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

You may not assign or transfer these Terms, by operation of law or otherwise, without Xuman's prior written consent. Xuman may assign these Terms, in whole or in part, without restriction.

These Terms constitute the entire agreement between you and Xuman regarding the Services and supersede any prior or contemporaneous agreements, communications, or understandings, whether written or oral, relating to the Services.

Contact Us

If you have any questions about these Terms or the Services, you may contact us at: