Terms of Service | First Counselor – AI Study Abroad Counseling

(Last modified: [07/08/2025])

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. YOUR USE OF THE SERVICES DESCRIBED BELOW WILL IMPLY YOUR PRIOR, EXPRESS , AND COMPLETE ACCEPTANCE OF THESE TERMS AND CONDITIONS HEREIN.
These terms and conditions are a part of the service agreement form (“ Agreement Form ”) between First Counselor , a brand under Manifest Global Pte. Ltd (“First Counselor ”, “we”, or “us”), based on the table below, and the User named in the Agreement Form, of which these terms and conditions are incorporated by this reference. This Terms of Service , along with the privacy policy and the Agreement Form (collectively referred to as “ Agreement ”), govern the use and access of the Website and the Platform and the services offered by us and constitute a legal and binding agreement between the user and First Counselor. The Agreement comes into effect on the date the User accesses the Platform of First Counselor .

1. DEFINITIONS

In addition to other terms defined in these Terms of Service herein, unless the context otherwise requires the following terms . The capitalized term shall have the following meanings ascribed to them: “Confidential Information” mean s any and all data made available to the User as part of the Subscription Services through the Platform or Website ; “Intellectual Property Rights” means all vested, contingent and/or future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know -how, trade secrets, business secrets, tool s, models, methods, procedures, processes, works of authorship, source codes, algorithms, object codes, proprietary techniques, domain names, inventions, database rights and any application for the protection or registration o f these rights and all registrations, renewals and extensions thereof existing in any part of the world whether now known or in the future created , and whether or not copyrightable or patentable ; “Fees” means any and all the fees and other amounts payable by User to First Counselor pursuant to the Agreement Form , including , without limitation , the fees payable for the Subscription Service, and any other fees and expenses payable by User as agreed to by the parties at any time after the date hereof ; “Personal Data” means, with respect to User s’, personally identifiable information of or about, or that relates to, describes, is capable of being associated with, or could reasonably be linked directly or indirectly with, an individual or a household, including without limitation any data that falls within the scope of personal data or personal information within applicable privacy, data protection and data security laws and regulations ; “Platform” means the First Counselor standard web -accessed college counseling internet platform and software service, including any standard updates thereto that may be provided hereunder to User during the Subscription Term, and all standard content, benchmarking data, college info rmation and documentation in such online service made available to users from time to time or generated by users from accessing and using the tools available through the Platform; “Subscription Service” means the services provided by First Counselor through its Platform during the Subscription Term to the User ; Kaizen Law Privileged and Confidential Terms of Service | First Counselor -Cialfo June 13, 2025

“Subscription Term” means the subscription period during which the User has purchased access to the Subscription Service, as specified in the Agreement Form , and any renewals thereof, subject to earlier termination for non -payment of the Fees or for reason specified in the Agreement ; “User(s)” means any individual above the age of [ Insert Age ] who wishes to access the Platform in accordance with the terms of the Agreement ; “User Information” means any and all data, materials and information pertaining to, or related to a User or the User’s household that is made accessible, disclosed, provided, transferred or uploaded to First Counselor or the Platform , or that is submitted to or generated or processed by the Platform in connection with the User ’s or any User’s access or use of the Subscription Service. This includes , without limitation, the Personal Data, registration information, passwords, user names, college selection lists, assessments, transcripts, and recommendations ; and “Website ” shall mean First Counselor.

2. SUBSCRIPTION SERVICE AND USERS ’ RIGHTS

2.1 During the Subscription Term, First Counselor will provide the Subscription Service to the User

subject to the terms and conditions of th e Agreement. First Counselor grants to the User a non - exclusive, non -sublicensable , and non -transferable right to permit the User to access the Platform .

2.2 Both the User and First Counselor will take reasonable steps to avoid the risk of any inadvertent

disclosure or unauthorized access to the Platform . The User acknowledges and agrees that the Platform is not intended for use with protected sensitive information such as credit card and other payment card numbers, financial account numbers, and other financial data. The User will use commercially reasonable efforts and means to avoid input to or use of such sensitive information in relation to the Platform . The User is responsible for ensurin g that the User ’s usage of the Platform complies with all applicable laws and governmental regulations. The User acknowledges and agrees to assume all risk arising from any such use that is not compliant with applicable laws and regulations and the terms of the Agreement .

2.3 First Counselor has the right to monitor and audit User ’s access and use of the Platform to determine

compliance with the Agreement. User agrees to provide information reasonably requested by First Counselor to validate compliance with th e Agreement.

2.4 The Platform provides access to useful links, data exchange s, and integrations with and from third -

party sites, service providers , and content. The User acknowledges that First Counselor does not control those sites or third parties or the timeliness, accuracy , or completeness of the content they provide. First Counselor is not responsible for errors and omissions in third -party sites, services , and operations. User agrees that all functionality and links available on the Platform are only for use in connection with using the Platform in accordance with the Agreement. The User further agrees to comply with all applicable terms and conditions, including privacy policies, of any third -party websites, platforms, or services accessed through the Platform .

3. PAYMENT

3.1 In consideration for the Subscription Service and other undertakings provided by First Counselor to

the User, the User agrees to pay a non -refundable fee for accessing the Platform as per the terms specified under the Ag reement Form . Commented [KL1]: Note: While the type of services has not been expressly specified in the Terms of Service, please confirm if the commercial team would like to include a reference to the services (as may be listed separately and shared over email). Kaizen Law Privileged and Confidential Terms of Service | First Counselor -Cialfo June 13, 2025

3.2 The Fees and other charges payable under the Agreement Form are exclusive of any applicable sales,

use, goods, service , or other taxes and governmental assessments anywhere, all of which shall be payable by the User at the rate and in the manner prescribed by law.

3.3 All payments to be made by the User pursuant to the Agreement Form shall be paid in the currency

mentioned in the Agreement Form without set -off or counterclaim and free and clear of and without set-off, deduction or withholding for or on account of any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, imposed by any relevant jurisdiction, or by any department, agency or other political subdivision or taxing authority thereof, and all interest, penalties or similar liabilities with respect thereto ( “Taxes” ), unless deduction or withhold ing of such Taxes is required by applicable law, in which event the User shall pay such additional amount as shall be required to ensure that the net amount received by First Counselor will equal the full amount which would have been received by them had no such deduction or withholding been made .

4. USER’S OBLIGATION

4.1 The User agrees that the User shall not :

a) share the login credentials with any third party and enable them to access or derive benefits from

the Platform ;

b) translate, adapt, vary, modify, disassemble, decompile , copy , or reverse engineer the Platform or

any of its code or components ; and

c) create any derivative works of or based upon the Platform , access or reference the Platform in

order to create similar products .

4.2 The User shall:

a) take all reasonable steps to prevent unauthorized access to the Platform ;
b) make payment of the Fees as per the term s specified in the Agreement Form; and
c) notify First Counselor of any suspected or unauthorized use of the Platform immediately and shall

use reasonable means to stop the said breach.

4.3 In the event of breach or where it is suspected that there is a breach of Section 4.1 or Section 4.2 , we

may suspend the User’s access to the Platform with or without advance notice and without any prejudice to other remedies available to us under law.

5. PLATFORM’S A V AILABILITY

5.1 First Counselor will make commercially reasonable efforts to provide Platform Availability Level (as

determined in the manner set out below) of the Platform of not less than 98% in a calendar month. Platform Availability Level shall be determined according to the following formula: Platform Availability Level = [Operating hours - Platform Downtime] / [Operating hours] x 100%. For the purpose of Sections 5.2 and 5.3: “Operating Hours " means the scheduled operating hours of the Platform in a calendar month , which will be, unless otherwise specified, for twenty -four (24) hours on a daily basis , including all Saturdays, Sundays , and public holidays, excluding scheduled maintenance windows. Kaizen Law Privileged and Confidential Terms of Service | First Counselor -Cialfo June 13, 2025

“Platform Downtime ” means the accumulated time during which the Platform is not available for use due to the issue of software configurations within the control of First Counselor measured by First Counselor from the time of such failure is reported by User to First Counselor to the time when the Platform is returned to operation. For the avoidance of doubt:

a) For computation of Platform Downtime, the failure must be of Severity level 1 ( as defined

below ); and

b) First Counselor shall not be responsible for unavailability of the Platform due to issues relating

to any force majeure event specified under Section 14 of these Terms of Service ;

c) Scheduled maintenance shall not be included in the computation of Platform Downtime. First

Counselor shall , if possible, provide the User with a prior notice of any scheduled maintenance.

5.2 First Counselor agrees that:

a) in the case where the Platform is down and not available for access by the User (“Severity Level

1”), First Counselor shall rectify documented errors within a reasonable time ;

b) in the case where the Platform can perform but some parts of it are affected ( “Severity Level 2 ”),

First Counselor shall rectify documented errors within a reasonable time ;

c) As noted in the remainder of this Section, First Counselor will have in place commercially

reasonable physical, administrative , and technical security safeguards for the Subscription Service designed to safeguard the Personal Data that is in the possession of First Counselor pursuant to the Agreement against unauthorized intrusions by third parties. The User agrees and acknowledges that First Counselor maintains all data that it collects in accordance with its internet security protocols , which can be acces sed at First Counselor. For as long as First Counselor maintains the data that it has collected in accordance with its security protocol, it shall not be liable for any data breach or security incident ;

d) First Counselor acknowledges that to the extent it receives any Personal Data , it does so only in

connection with the performance of the services it provides under the Agreement. First Counselor will only process the Personal Data as part of the services in accordance with the Agreement, and the User hereby gives First Counselor permission to access, transfer, store, use and process Personal Data as necessary to provide the Subscription Service, maintain, support and update the Platform and respond to queries from User s regarding the Platform . The User is solely responsible for unauthorized access or use of the Platform or User Information resulting from a User ’s sharing their login credentials wi th third parties , or any authorized act done for accessing the Platform through any computer, mobile device or other access point (including without limitation any access or use of the Platform through public Internet access points or shared computers) ; and

e) In the event a User or anyone whose Personal Data is in the Platform requests pursuant to

applicable law that First Counselor identify all data kept in the Platform about such person or require deletion of any such data, First Counselor will notify User and User shall notify the such User of the implications of any such request and pay for First Counselor ’s reasonable expenses to fulfill such request to the extent required by applicable law. First Counselor bears no responsibility for the User’s inability to use the Platform due to a data deletion request.

6. INTELLECTUAL PROPERTY RIGHTS Commented [KL2]: Note: Please let us know if the

commercial team intends to retain this clause. As the platform is intended for individual users, it may be appropriate to remove it. Kaizen Law Privileged and Confidential Terms of Service | First Counselor -Cialfo June 13, 2025

6.1 Manifest Global Pte. Ltd. shall retain all Intellectual Property Rights in and to the Platform, Website,

content, products, and services made available to the User as part of the Subscription Service. The User acknowledges that any and all trademarks, trade names, copyrights, paten ts and other Intellectual Property Rights created, developed, embodied in or in connection with the Platform or any enhancement thereto shall be and remain the sole property of Manifest Global Pte. Ltd. and the undertakes to assign (or cause to be assigne d) all its interest therein, if any, to Manifest Global Pte. Ltd. or its nominee. The User shall not , during or at any time after the termination of this Agreement , in any way question or dispute the ownership by Manifest Global Pte. Ltd. of any such rights.

6.2 Whenever requested to do so by Manifest Global Pte. Ltd. , the User shall execute any and all

applications, assignments , or other instruments which Manifest Global Pte. Ltd. deems reasonably necessary to give effect to this Section 6.

7. WARRANTY, DISCLAIMER , AND LIABILITY

7.1 The User represents and warrants to First Counselor that it has the necessary authority to enter into

and perform its obligations under the Agreement and that the Agreement does not conflict with any contracts, orders , or obligations to which it is bound.

7.2 Except as expressly set forth in this agreement, First Counselor makes no warranty, express or

implied , with respect to the services or products or any matter under the A greement and expressly disclaims all other warranties, whether express, implied or statutory, including but not limited to any implied warranties or conditions of non -infringement, merchantability, and fitness for any specific purpose based on course of dealing or usage of trade or any warranty regarding any results to be achieved from the use of the Platform or the Website or the Subscription Services or that the service or internet transmissions will operate without any interruption or be totally free from errors. The User consumes all risk and responsibility with respect thereto . The parties disclaim the applicability of any laws adopting the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on Contracts for the International Sale of Goods .

7.3 Regardless of the form of action or legal theory, in no event shall First Counsellor , or its respective

affiliates be liable to the User or the User’s affiliates or any third party with respect to any matter arising under or relating to the Subscription Service or the Agreement for (i) any special, incidental, indirect, consequential, exemplary or punitive damages, or for damages resulting from lost profits, loss of use, loss of business opportunities or depletion of goodwill, or (ii) in the aggregate for direct, compensatory or any and all damages in excess of an amount equal to the Fees paid by the User to First Counselor during the twelve (12) months prior to such claim (s).

8. CONFIDENTIALITY

8.1 The User undertakes, except as provided below, to treat as confidential the Confidential Information

disclosed to it by or on behalf of First Counselor or an affiliate of First Counselor that is marked “confidential” or with similar legends or which should reasonably be understood to be confidential given the nature of the information and the circumstance s surrounding its disclosure, including without limitation, the Platform, information contained or embodied in the Platform supplied by First Counselor. Th e User will not use any Confidential Information except for the benefit of the First Counselor and only to the extent necessary to use the Subscription Service, or for legal or regulatory compliance , or except as otherwise permitted under the Agreement. The User will treat the Confidential Information with the same degree of care as it employs with regard to its own Commented [KL3]: Note: Since the First Counselor brand will be owned by a legal entity (i.e., Cialfo or Manifest), please confirm which entity holds the rights to the brand so that we can populate the details accordingly. Commented [KL4]: Note: Please confirm whether the limitation of liability is acceptable to the commercial team in the context of the services provided under the First Counselor brand. Kaizen Law Privileged and Confidential Terms of Service | First Counselor -Cialfo June 13, 2025

Confidential Information of a like nature and in any event in accordance with commercially reasonable practices. This Section 9 will not apply to the extent Confidential Information was rightfully in the possession of the User prior to the disclosure by First Counselor, or which is already public knowledge or lawfully becomes so at a future date (other than as a result of a breach of this Section).

8.2 The User shall :

a) not disclose Confidential Information to any third party without the prior approval of the First

Counselor ;

b) protect Confidential Information with reasonable care ; and
c) promptly notify First Counselor of any misuse or misappropriation of Confidential Information

that comes to their knowledge.

8.3 Notwithstanding the foregoing, the obligations listed above shall not be applicable to the User if the

disclosure of information is required by applicable law or by any governmental authority, provided the User informs First Counselor promptly of such lawful demands and the User shall reasonably cooperate w ith First Counselor in any effort to seek a protective order or otherwise to contest such disclosure.

8.4 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding

any termination of the Agreement.

9. RELATIONSHIP OF THE PARTIES

The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship , or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

10. AMENDMENTS

10.1 First Counselor may unilaterally amend the Agreement by uploading an amended version on its

Website .

10.2 Any subsequent use of the Website or the Platform shall confirm the User’s consent to the amended

Agreement.

11. ASSIGNMENT

The Agreement , nor any rights or obligations under it , cannot be assigned to any third party. Any attempted assignment in violation of this Section will be void and without effect. Provided , however, Manifest Global Pte. Ltd. may assign or transfer the Agreement to an affiliate or to a successor or buyer or all or substantially all of its business that relates to this Agreement or the Platform . Any permitted assignee or transferee shall be bound to the terms and conditions of the Agreement .

12. SEVERANCE

If any provision of the Agreement is prohibited by law or judged by a court of competent jurisdiction to be unlawful, void or unenforceable, the provision shall, to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provision of Kaizen Law Privileged and Confidential Terms of Service | First Counselor -Cialfo June 13, 2025

the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.

13. WAIVER AND REMEDIES

No delay, neglect , or forbearance on the part of either party in enforcing against the other Party any term or condition of the Agreement shall either be or deemed to be a waiver or in any way prejudice any right of that party under the Agreement. No right, power , or remedy in the Agreement conferred upon or reserved for either party is exclusive of any other right, power , or remedy available to that Party.

14. FORCE MAJEURE

Neither party will be liable to the other party for any failure or delay in fulfilling or performing an obligation of the Agreement (other than a payment obligation or a failure to comply with applicable laws or to obtain required consents), to the extent such failure or delay is caused by acts or events beyond the affected party’s reasonable control, including, without limit ation, acts of God, flood, fire, national or regional emergency, externally introduced malware, terrorism, cyber -attacks, acts of nature, events impacting the Internet, or shortage or interruption of power or telecommunications or transportation facilities. A party whose performance is affected by such events shall promptly give notice to the other party and shall use reasonable efforts to minimize the effects on the other party.

15. NOTICE

Any notice to First Counselor shall be in writing and shall be sent to [ Insert E -mail ID ].

16. FURTHER ASSURANCES

The parties shall execute and do and procure all other persons , if necessary, to execute and do all such further deeds, assurances, acts , and things as may be reasonably required so that full effect may be given to the terms and conditions of the Agreement.

17. GOVERNING LAW

These terms and conditions will be governed and construed in accordance with Singapore laws . The parties agree to submit to the exclusive jurisdiction of the Singapore courts should any disputes arise out of this Agreement .

TERMS OF SERVICES OF FIRST COUNSELOR