IVY Club Terms of Service

Version: 1.0 Last Updated: October 1, 2026 Effective Date: October 1, 2026

Acceptance of Terms
Platform Positioning and Services
Access Eligibility and Accounts
User Conduct, Representations and Warranties
User-Provided Information and Third-Party Accounts
Third-Party Services
Intellectual Property and Content License
Privacy and Protection of Confidential Information
No Guarantee of Educational Outcomes
Disclaimers and Limitation of Liability
User Indemnification
Platform Changes, Changes to These Terms, and Termination
Dispute Resolution
General Provisions
Contact Us

1. Acceptance of Terms

Welcome to IVY Club (the "Platform"). The Platform is operated by ZYSPHERE Inc. (New York, USA) ("ZYSPHERE," "we," "us," or "our").

Before using the Platform, please read these Terms of Service (these "Terms") and the Privacy Policy carefully.

Important Notice When you sign in to the Platform for the first time, you will be asked to read and confirm your consent to these Terms and the Privacy Policy. By confirming your consent or continuing to use the Platform, you agree to be bound by these Terms. If you do not agree, please do not use the Platform, and contact the staff member serving you.

If you are a parent or other legal guardian of a student and use or manage the Platform on behalf of a minor student, you represent that you are the student's legal guardian, you agree to these Terms on the student's behalf, and you are responsible, as guardian, for the student's use of the Platform.

2. Platform Positioning and Services

2.1 Platform Positioning

The Platform is not software or a subscription service sold to the public. The Platform is a supporting education management tool that ZYSPHERE provides free of charge for use by:

Students receiving educational services from ZYSPHERE
Parents (guardians) of those students
Internal staff and collaborators authorized by ZYSPHERE

We do not charge you any fee for using the Platform.

2.2 Services

The Platform supports ZYSPHERE's educational services. Its main features include:

Recording and presenting study and admissions planning
Scheduling and progress tracking for courses, projects and calendars
Management of academic profiles (grades, tests, activities, honors, etc.)
Management of application information (school lists, essays, recommenders, application accounts, admission results, etc.)
Q&A, messaging and file sharing
Information collection, proposal communication and support for the contract signing process during the consultation stage
Staff work management (internal staff only)

The features actually available to you depend on your account role and on what the Platform actually provides at the time.

2.3 Relationship Between These Terms and the Service Contract

These Terms govern only your use of the Platform.

The educational services contract that you (or your guardian) separately sign with ZYSPHERE (the "Service Contract") sets out the service content, scope of services, fees, payment and related matters. With respect to those matters, if the Service Contract is inconsistent with these Terms, the Service Contract prevails. The rights and obligations between internal staff and ZYSPHERE are governed by their employment or engagement agreements.

3. Access Eligibility and Accounts

3.1 Invited / Authorized Users Only

The Platform is not open for public registration
Accounts are created by ZYSPHERE staff based on a service relationship or authorization and delivered to you
Access to the Platform is a permission granted by ZYSPHERE to support its services and does not constitute a right of yours. We may adjust, restrict or revoke access at any time based on the service relationship, account role and the operational needs of the Platform

3.2 Account Delivery

Accounts are delivered in one of the following ways:

Staff provide you with an activation link, through which you set your own password
Staff provide you with a login ID and an initial password, and you should change the password promptly after signing in

3.3 Account and Password Security

You must keep your login ID and password secure and must not share, lend, transfer or sell your account
Each account is for use by one corresponding user only. Parents may view and manage information relating to their minor children through a parent account, but should not use the student's own account
Actions taken through your account are deemed to be your own actions, and you are responsible for them, unless you can prove that your account was used by another person due to causes attributable to us
If you discover that your account has been compromised or is at security risk, please immediately contact the staff member serving you or email ivyclub@zysphere.org

3.4 Account Deactivation

We may suspend, restrict or deactivate your account if any of the following occurs:

You violate these Terms or the Service Contract
Your Service Contract or employment or engagement relationship ends
The account shows abnormal activity or security risk
Required by laws and regulations or by a competent authority
The Platform is adjusted, suspended or discontinued

4. User Conduct, Representations and Warranties

4.1 You Agree To

Use the Platform only for the purpose of receiving or providing ZYSPHERE educational services
Comply with applicable laws and regulations
Not upload content that is unlawful, harmful, false or infringes the rights of others
Not disclose information about other people, mentor information or other confidential content on the Platform to third parties unrelated to the services

4.2 You Must Not

Attempt to crack, decompile, reverse engineer or gain unauthorized access to the Platform or its systems
Use crawlers, scripts or other automated tools to collect Platform data in bulk
Attempt to obtain information beyond the permissions of your account
Impersonate any other person
Post spam, malicious code or other malicious content
Interfere with the normal operation of the Platform or other users' normal use of it
Use the Platform to engage in any business that competes with ZYSPHERE

4.3 Your Representations and Warranties

You have the legal capacity required to use the Platform; if you are a minor, you have obtained your guardian's consent
You have the right to provide and upload the information and content you provide on the Platform
Your use of the Platform does not violate laws or regulations or infringe the lawful rights and interests of any third party

5. User-Provided Information and Third-Party Accounts

5.1 Accuracy and Lawfulness of Information

You are responsible for the truthfulness, accuracy and lawfulness of the information entered into the Platform by you (or by your guardian, or by staff acting on your behalf based on what you provide), including but not limited to:

Personal and family information
Transcripts, standardized and language test scores, and subject grades
Activities, honors, essays and other application materials
Identity information required for contract signing

The party that provides the information bears the consequences of any information that is untrue, inaccurate or incomplete.

5.2 Third-Party Accounts and Passwords

To support admissions services, you or the consultant serving you may enter third-party accounts and passwords into the Platform, such as university application system, school portal and email accounts.

You must ensure that you have the right to provide this account information and the right to authorize ZYSPHERE's service personnel to use it within the scope of the services
By providing this information, you authorize the staff serving you to view and use these accounts to the extent required for the services
These third-party accounts are provided and managed by the relevant third parties, and their use is subject to those third parties' rules
If you no longer want us to use a particular account, please inform the staff member serving you; we also recommend that you change the password of that account yourself

6. Third-Party Services

The operation of the Platform and the provision of services use or involve third-party services, including but not limited to:

Alibaba Cloud (servers, databases, file storage, email delivery)
Electronic signature services such as DocuSign
Video conferencing platforms such as Zoom and Tencent Meeting
Application systems or portals of universities, schools and testing organizations

These services are provided independently by the relevant third parties and are subject to their own terms of service and privacy policies. We are not responsible for the content, availability, security or policy changes of third-party services, or for any decisions they make.

7. Intellectual Property and Content License

7.1 Platform Intellectual Property

The Platform's software, interface design, trademarks, logos, copy and visual elements are owned by ZYSPHERE
Content provided by ZYSPHERE on the Platform, including planning proposals, project templates, course content, the mentor library and other resources, is owned by ZYSPHERE
No one may copy, distribute, adapt or use any of the foregoing for commercial purposes without ZYSPHERE's prior written authorization

7.2 License to User Content

Intellectual property rights in content that you upload or enter into the Platform ("User Content") remain with you or the original rights holder.

You grant ZYSPHERE a non-exclusive, royalty-free, worldwide license to use User Content to the extent necessary to:

Store, back up, display and transmit User Content
Share it with the staff providing services to you
Perform technical processing necessary to provide the services (such as format conversion and generating download links)
Use it as necessary to comply with legal requirements, enforce these Terms or protect our lawful rights and interests

This license remains in effect while you use the Platform and while ZYSPHERE provides services to you, and continues for any period required by law for retention or necessary to resolve disputes.

8. Privacy and Protection of Confidential Information

The Platform involves sensitive information about students, families, staff and mentors, and all users must comply with the confidentiality obligations below. The rules for processing personal information are set out in the Privacy Policy.

8.1 Student and Family Information

Users who have access to student and family information (including internal staff such as consultants, operations, finance, IT and administrators) must not:

Disclose student or family information to third parties unrelated to the services
Share case details that could identify a specific student or family in external settings
Use student or family information for personal gain
Take client data away by means such as screenshots, transcription or external transmission
Continue to retain, use or disseminate such information after leaving employment or after the end of the engagement

8.2 Staff and Mentor Information

The Platform displays only limited information about staff and mentors externally, such as their public-facing names
Detailed mentor information is a trade secret of ZYSPHERE. No user may screenshot, copy or disseminate non-public mentor information, or use mentor information obtained through the Platform to bypass ZYSPHERE and contact mentors directly or solicit business for themselves or any third party
No user may attempt to obtain staff or mentor information beyond the scope of their permissions

8.3 Platform Business Information

The project library, template designs, operational data, internal discussions and decisions, system configurations and similar information are confidential information of ZYSPHERE. No user may copy, disseminate or use such information for commercial purposes.

8.4 Consequences of Breach of Confidentiality

If any user violates this Section 8, we may deactivate the relevant account and pursue that user's liability in accordance with law. Staff who breach confidentiality obligations will also be dealt with under their employment or engagement agreements.

8.5 Survival of Confidentiality Obligations

The confidentiality obligations in this Section 8 survive deactivation of the account, termination of the service relationship or employment or engagement relationship, and termination of these Terms.

9. No Guarantee of Educational Outcomes

The planning, advice and support provided by the Platform and ZYSPHERE are intended to help students better prepare for their studies and admissions.

We do not guarantee or promise any educational outcome, including but not limited to:

Admission to any school or program
Receiving a scholarship
Achieving a particular test score or grade
Any particular result in a competition, activity or application

Admissions and related outcomes are determined independently by third parties such as schools and testing organizations.

10. Disclaimers and Limitation of Liability

10.1 Provided "As Is"

The Platform is provided free of charge, on an "AS IS" and "AS AVAILABLE" basis
To the extent permitted by applicable law, we make no express or implied warranty that the Platform will be uninterrupted, error-free or timely, or that it will meet any particular need
The Platform may be interrupted or restricted due to maintenance, upgrades, failures or third-party services

10.2 Data Backup

We back up Platform data on a regular basis, but the Platform is not intended to be the sole place where your important materials are kept. Please keep your own copies of important files (such as transcripts, essays and certificates).

10.3 Limitation of Liability

To the maximum extent permitted by applicable law:

We are not liable for any indirect, incidental, special or punitive damages, including loss of profits, loss of business opportunities, loss of data or loss of goodwill
Because the Platform is provided free of charge, our aggregate liability arising from use of the Platform will not exceed US$100
The above limitations apply to all claims, whether based in contract, tort (including negligence) or otherwise

This Section does not limit or exclude any liability that cannot be limited or excluded under applicable law (including liability for losses caused by our willful misconduct or gross negligence, and for personal injury). This Section applies only to the use of the Platform; liability relating to the educational services is governed by the Service Contract.

10.4 Force Majeure

We are not liable if the Platform is interrupted or unavailable due to circumstances that are unforeseeable, unavoidable and insurmountable, such as natural disasters, war, government actions, changes in laws and regulations, cyberattacks, power or telecommunications outages, failures of third-party service providers, or public health events.

10.5 User Content

We do not review user-uploaded content in advance and are not responsible for the truthfulness, accuracy or lawfulness of User Content.

11. User Indemnification

If ZYSPHERE or its employees suffer third-party claims, penalties or losses because you violate these Terms, infringe the rights of a third party or violate laws or regulations, you will compensate ZYSPHERE for the resulting losses and reasonable expenses (including reasonable attorneys' fees), except as otherwise provided by applicable law.

12. Platform Changes, Changes to These Terms, and Termination

12.1 Platform Changes

We may add, modify, suspend or discontinue all or part of the Platform's features, and adjust usage limits, based on operational needs. For changes that materially affect you, we will notify you in advance where reasonably practicable.

12.2 Changes to These Terms

We may modify these Terms and will post the updated version on the Platform
In the event of material changes, we will notify you through in-Platform notices, email or other means, and may ask you to confirm again
If you continue to use the Platform after the changes take effect, you are deemed to have accepted the modified Terms. If you do not agree, please stop using the Platform

12.3 Termination by You

You may stop using the Platform at any time, or request deletion of your account by emailing ivyclub@zysphere.org. Deleting your account does not affect the Service Contract between you and ZYSPHERE; termination of the Service Contract is governed by the Service Contract.

12.4 Termination by Us

We may terminate your use of the Platform in any of the circumstances listed in Section 3.4 of these Terms.

12.5 Effect of Termination

After your account is deactivated, you will no longer be able to access the Platform
Your data will be handled in accordance with the Privacy Policy
Sections 7, 8, 10, 11, 13 and 14 and this Section 12.5 survive termination of these Terms

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the State of New York, USA (without regard to its conflict of laws rules).

13.2 Dispute Resolution Procedure

Step 1 · Amicable Negotiation

Any dispute arising from these Terms should first be resolved through amicable negotiation between the parties, with a negotiation period of no less than 30 days.

Step 2 · Legal Remedies

If negotiation fails:

Users in the United States: the dispute will be subject to the jurisdiction of the courts of the State of New York, USA
Users in other countries / regions: the dispute will be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration under its arbitration rules in effect at the time. The seat of arbitration is Hong Kong, and the language of arbitration is Chinese (supplemented by English where necessary). The arbitral award is final and binding on both parties

Injunctive Relief

ZYSPHERE may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property, trade secrets and confidential information, without first going through the negotiation procedure.

13.3 Class Action Waiver

To the extent permitted by applicable law, the parties agree to resolve disputes relating to the Platform only on an individual basis and will not participate in any class action or representative action against the other party.

13.4 Limitation Period

To the extent permitted by applicable law, any claim arising from these Terms or the Platform must be brought within 1 year from the date the claim arises.

14. General Provisions

14.1 Entire Agreement

These Terms and the Privacy Policy together constitute the entire agreement between the parties regarding the use of the Platform. Service content, fees and related matters are governed by the Service Contract (see Section 2.3).

14.2 Assignment

You may not assign your rights or obligations under these Terms without ZYSPHERE's prior written consent
ZYSPHERE may assign these Terms to a successor in connection with a corporate reorganization, merger, business transfer or similar event, and will notify you

14.3 Waiver

ZYSPHERE's failure or delay in exercising any right under these Terms does not constitute a waiver of that right.

14.4 Notices

We may send you notices by any of the following means:

Your login email or personal email
In-Platform messages or announcements
The staff member serving you

Please keep your contact information valid. If your contact information changes, please update it promptly or inform the staff.

14.5 Severability

If any provision of these Terms is held invalid or unenforceable, the validity of the other provisions is not affected.

14.6 Headings

Section headings are for convenience of reading only and do not affect the interpretation of these Terms.

14.7 Language

The English version of these Terms is the official version. If these Terms are provided in any other language and that version is inconsistent with the English version, the English version prevails.

15. Contact Us

If you have any questions about these Terms, please contact us at:

ZYSPHERE Inc. 418 Broadway Albany, NY 12207 United States

Email: ivyclub@zysphere.org Platform: myivyclub.com