TERMS OF USE

AGREEMENT OF TERMS

Miyagi Labs ("Miyagi," "we," "us," or "our"), operated by Xcellent Technologies Inc., provides an online platform that helps students prepare for exams such as the SAT, ACT, NYC SHSAT, and others.

We operate the website miyagilabs.ai (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

Your use of the Services may be subject to additional terms, conditions, or policies that we post separately on the Services or that you enter into directly with Miyagi. These "Supplemental Terms" are incorporated into this Agreement, and if any conflict arises between these Terms and the Supplemental Terms, the Supplemental Terms will control for the specific Services or features to which they apply.

1. SERVICES

1.1. Rights to Use the Services

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, informational use only.

1.2. Updates

You understand that the Services will continue to evolve. We may update or modify the Services at any time, with or without notice, and you may be required to update third-party software to continue using them. Any future updates or additions are subject to this Agreement.

1.3. Third-Party Services

Some features may rely on third-party websites, applications, or technologies ("Third-Party Services"). Your use of Third-Party Services may require agreeing to their separate terms, which you are solely responsible for reviewing and complying with. We are not responsible or liable for any damages, delays, interruptions, errors, data loss, or other issues caused by Third-Party Services or circumstances outside our control.

1.4. Restrictions

You agree not to, and not to permit others to:

• (a) sell, license, rent, lease, transfer, assign, distribute, or commercially exploit the Services or their content;
• (b) use metatags or "hidden text" referencing our name or trademarks;
• (c) frame or otherwise enclose any of our trademarks, logos, or content;
• (d) modify, translate, adapt, create derivative works of, disassemble, decompile, or reverse-engineer any part of the Services except where permitted by law;
• (e) use the Services to build a competing product or service;
• (f) use automated tools (spiders, scrapers, crawlers, bots, data-mining tools, etc.) to access, extract, or download data from the Services, except for public search engines that may index the site solely to create public search listings.

All copyright and proprietary notices must be retained on any copies of content from the Services.

2. USERS

2.1. User Registration and Accounts

By using the Services, you represent and warrant that: (1) all information you provide is and will remain true, accurate, current, and complete; (2) you will keep your information updated; (3) you have the legal capacity to enter into these Terms; (4) if you are a minor in your jurisdiction, you have obtained parental or guardian permission; (5) you will not access the Services through automated or non-human means (including bots or scripts); (6) you will not use the Services for any unlawful or unauthorized purpose; and (7) your use of the Services complies with all applicable laws and regulations.

If any information you provide is false, inaccurate, outdated, or incomplete, we may suspend or terminate your account and refuse current or future access to the Services.

User accounts and use of the standard features of the Services are governed exclusively by these Terms and our Privacy Policy. To access certain features, you must register for an account and may be required to create a password. You are solely responsible for maintaining the confidentiality of your account and password and for all activity that occurs under your account.

You agree that all information you provide when creating or updating your account will be true, accurate, current, and complete, and that you will keep this information up to date at all times. If you believe your account is no longer secure—for example, due to loss, theft, or unauthorized access—you must notify us immediately at founders@miyagilabs.ai. You may be liable for losses incurred by Miyagi or others due to unauthorized use of your account.

2.2. User Content

The Services may allow you to (a) post or publish questions, comments, notes, ratings, reviews, images, videos, and other materials ("User Postings"), (b) create, upload, or modify computer code ("User Code"), and (c) provide input to our AI features ("Input") and receive output generated from that input ("Output"). Together, User Postings, User Code, Input, and Output are referred to as "User Content."

You understand that unless otherwise stated, we do not guarantee confidentiality for any User Content you submit. Subject to applicable law, you retain ownership of the User Content you create or publish on the Services, and we do not claim ownership over it.

You are solely responsible for your User Content and for any consequences arising from posting, creating, or publishing it.

By posting, submitting, or distributing User Content through the Services, you grant Miyagi a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free license to host, store, reproduce, display, perform, distribute, create derivative works from, and otherwise use or exploit your User Content, in whole or in part, in any media formats or channels now known or later developed, to the extent permitted by applicable law and our Privacy Policy. This license is perpetual and irrevocable except where required otherwise by applicable privacy law governing your personal information or education records.

For AI-enabled features, you also grant us a worldwide, non-exclusive, irrevocable, transferable, sublicensable, royalty-free license to access, use, modify, display, perform, distribute, copy, create derivative works from, and otherwise process your Inputs and Outputs to provide, maintain, improve, and develop our Services and AI features for you and all users.

3. SUBSCRIPTIONS

3.1. Free Trial

We may offer a free trial for a limited time. Unless you cancel before the trial ends, your access will automatically convert to a paid subscription at the then-current rate, and your payment method will be charged at the start of the next billing period. You may cancel at any time before the trial expires by following the instructions in Section 5.6. Once the trial converts to a paid subscription, charges are nonrefundable except as required by law.

3.2. Subscription Terms

The Services are offered on a monthly or annual subscription basis ("Subscription"). Access is delivered digitally and considered "used" once you log in or access any part of the Services. Each Subscription includes features such as a personalized study plan, full-length practice exams, AI-chat tutors, performance dashboards, and other tools described on our website. We may modify or discontinue any plan or feature at any time.

3.3. Automatic Renewal

Your Subscription will automatically renew at our then-current price until you cancel. By subscribing, you authorize us (or our payment processor) to charge your payment method at the start of each billing period. If a renewal payment is not received, you agree to pay all amounts due upon demand, and we may suspend or terminate your access until payment is received. Once payment is received, your renewal period will begin as of that date.

3.4. Fee Changes

Subscription fees ("Fees") are listed on our pricing page and may change from time to time. Fees are billed at the start of your Subscription and then at the interval you selected (e.g., monthly or annually). Pricing or plan changes will apply only to future billing periods and will not affect the current term of an active Subscription.

3.5. Cancellation

You may manage or cancel your Subscription at any time by logging into your account and following the online cancellation steps. No customer service contact is required. To avoid being charged for the next billing period, you must cancel at least one (1) business day before your next scheduled billing date. Cancellation takes effect at the end of the current billing period.

4. THIRD-PARTY WEBSITES AND CONTENT

The Services may contain links to third-party websites, applications, or services ("Third-Party Links and Applications"). These are not under our control, and we are not responsible for their content, policies, or practices. We provide access to them solely for your convenience and do not review, approve, endorse, or make any representations about them.

Your use of any Third-Party Links and Applications is at your own risk. When you access one, that third party's terms, privacy policies, and data practices apply. You should conduct any investigation you deem necessary before engaging in transactions or interactions with a third-party service.

5. ARBITRATION AGREEMENT

Subject to this Arbitration Agreement, you and Miyagi agree that any dispute, claim, or disagreement arising out of or relating to your use of the Services, any communications you receive from us, any products provided through the Services, or this Agreement (including prior versions and disputes arising before its effective date) will be resolved by binding arbitration rather than in court.

The only exceptions are: (i) either party may bring qualifying claims in small claims court; and (ii) either party may seek equitable relief in court for issues involving intellectual property rights (such as trademarks, copyrights, patents, trade secrets, or domain names).

For purposes of this Arbitration Agreement, "Dispute" includes any claims arising before the Agreement existed and any that arise after its termination.

6. TERM AND TERMINATION

These Terms remain in effect while you use the Services. Miyagi may, at any time and at its sole discretion, deny access to the Services—including by blocking certain IP addresses—without notice or liability, including for any violation of these Terms or applicable law. Miyagi may also terminate your account or delete any content you have posted at any time without warning.

If your account is terminated or suspended, you may not register or create a new account under your name, a false identity, or another person's name. Miyagi also reserves the right to pursue any legal remedies available, including civil, criminal, or injunctive actions.

7. MODIFICATION AND INTERRUPTIONS

Miyagi may modify, update, or remove any part of the Services at any time and for any reason, without notice. We are not obligated to update information on the Services and are not liable for any modification, price change, suspension, or discontinuation of the Services.

We do not guarantee continuous or error-free availability of the Services. Maintenance, technical issues, or other factors may cause interruptions or delays. You agree that Miyagi is not liable for any loss, damage, or inconvenience resulting from your inability to access the Services during downtime. Nothing in these Terms requires us to maintain, support, or provide updates or releases for the Services.

8. DISCLAIMER

The Services are provided "as is" and "as available." Your use of the Services is at your sole risk. To the fullest extent permitted by law, Miyagi disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Miyagi does not guarantee the accuracy or completeness of any content on the Services or on linked websites or applications, and we are not responsible for:

• (1) errors or inaccuracies in content;
• (2) personal injury or property damage resulting from your use of the Services;
• (3) unauthorized access to or use of our servers or stored information;
• (4) interruptions or failures in service;
• (5) bugs, viruses, or harmful code transmitted by third parties; or
• (6) losses or damages resulting from content available through the Services.

Miyagi does not endorse or assume responsibility for any third-party product, service, website, or advertisement linked through the Services. Use your best judgment and exercise caution when interacting with third-party offerings.

9. LIMITATIONS OF LIABILITY

To the fullest extent permitted by law, Miyagi and its officers, employees, and agents are not liable for any indirect, incidental, special, consequential, or punitive damages— including loss of profits, revenue, data, or goodwill—arising from your use of the Services, even if we were advised of the possibility of such damages.

Our total liability for any claim related to the Services will never exceed the amount you paid to Miyagi, if any, during the three (3) months before the claim arose.

Some jurisdictions do not allow certain warranty disclaimers or liability limitations, so parts of this section may not apply to you.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Miyagi, including its affiliates, officers, employees, and agents, from any claim, loss, liability, or expense (including reasonable attorneys' fees) arising from:

• (1) your User Content,
• (2) your use of the Services,
• (3) your violation of these Terms,
• (4) your breach of any representation or warranty in these Terms,
• (5) your violation of a third party's rights (including intellectual property rights), or
• (6) any harmful act toward another user encountered through the Services.

Miyagi may assume exclusive defense and control of any matter subject to indemnification, at your expense, and you agree to fully cooperate with our defense. We will use reasonable efforts to notify you of any such claim when we become aware of it.

11. CONTACT US

founders@miyagilabs.ai