i. Terms & Definitions
This Agreement is an electronic contract that sets out the legally binding terms of your use of our Services. This Agreement becomes binding, and an individual becomes a "Client" at the moment that they submit financial payment for any of our Services found on the Website. This agreement becomes binding, and an individual becomes a "Provider" at the moment that written notice of our acceptance of their application has been sent by us. This Agreement may be modified by us from time to time, such modifications to be effective when posted. Certain parts of our Services may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between this Agreement and terms and conditions posted for a specific area of or within our Services, the latter terms and conditions will take precedence with respect to your use of or access to that specific Service, but this Agreement shall still apply to our legal relationship. By using our Services, you enter this agreement, and represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
We are an online marketplace for Students and a network of independent contractor Providers. We do not endorse, hire or employ the Providers nor are we responsible or liable for any interactions involved between the Providers and the Students. All are solely responsible for their interactions, conversations, and any form of communication and behavior between one another. Our Services are separate and distinct from the services of the Providers.
We facilitate booking between the Provider and our Clients that have paid to access the Platform. Facilitation includes (1) making the Provider available on the platform, coding their credentials, availability, brand, likeness, and other information into a webpage on the Platform. The Provider consents to have the aforementioned data and any other data submitted by the Provider using any medium especially a submitted form on the Platform; (2) email correspondence with Clients and the Provider confirming bookings; (3) Ü will pay the Provider at the per-session rate agreed to with the Provider.
For Students, we provide a marketplace to find a network of independent contractor Providers and schedule tutoring sessions, courses, lessons, sessions, and other services. Users may be able to review listings as an unregistered user of our Services; however, once a booking has been made through our platform, that user becomes a Client, and enters into this Agreement. Payment options include the option to pay for each session individually, and the option to pay automated weekly payments for access to categorical sessions, limited by a set number of sessions that can be booked weekly. YOU DO NOT HAVE TO RENEW EACH WEEK. IF YOU OPT INTO A PAYMENT PLAN (FOUND ON THE PLANS PAGE), YOU UNDERSTAND THAT A NEW PAYMENT WILL BE MADE AUTOMATICALLY EACH WEEK, AS IT IS CLEARLY LABELED ON EACH PLAN AS A WEEKLY PAYMENT.
From time to time, we may provide new or temporary Services, such as events, festivals, readings, screenings, and other products, materials, and services that may or may not be limited to Clients. We reserve the right to restrict any Services and discontinue any product or Services at will. If a particular Provider, product, or Service is discontinued or unavailable, we reserve the right to provide a substitute Provider, product or Service.
All intellectual property provided by a party to the other party under this MOU shall remain the property of the providing party. Neither Ü, the Provider, nor the Client shall claim ownership of any published materials such as logos, trademarks, articles, videos, songs, or podcasts on the site that they did not previously own.
Regular surveys will be conducted by Ü via email, phone, or other methods to assure Platform and Provider quality and to assure the purity of non-solicitation as specified in section 4 (iv), paragraph 2, item 4.
We disclaim all and assume no responsibility for, evaluating or verifying the accuracy, suitability, truthfulness or authenticity of any information contained within the Provider listings or of any information posted or provided by a Provider or Ü Client. We assume no responsibility for ensuring a Client's or a Provider's compliance with any applicable laws, rules, and regulations, or this Agreement. We have not inspected the location where any instruction will be provided. We are not responsible for the conduct, whether online or offline, of any user of our Services. Under no circumstances will we or any of our employees, officers, agents, advertisers or affiliates be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website or our Services, any content posted on the Website or transmitted to Providers or Ü Clients, or any interactions between users of our Services, whether online or offline. We cannot guarantee and do not promise any specific results from the use of our Services.
Our Services may require Students to have a computer and a sustained and reliable internet connection. We do not provide refunds for technical failures, power outages or unreliable internet connections beyond our control.
Our Services may give you access to links to third-party websites ("Third-Party Sites"), either directly or through Providers. We not endorse any of these Third-Party Sites and do not control them in any manner. Accordingly, we do not assume any liability associated with Third-Party Sites. You need to take appropriate steps to determine whether accessing a Third-Party Site is appropriate, and to protect your personal information and privacy on such Third-Party Site.
We cannot guarantee that any user of the Platform is at least the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of our Services by persons under the age of majority in violation of this Agreement. Also, it is possible that other users (including unauthorized users, or "hackers") may post or transmit offensive or obscene materials using our Services and that you may be involuntarily exposed to such offensive and obscene materials. It also is remotely possible for others to obtain personal information about you due to your use of our Services, and that the recipient may use such information to harass or injure you. We are not responsible for the use of any personal information that you disclose using our Services. Please carefully select the type of information that you post on the Website or release to others using our Services. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE WEBSITE, OUR SERVICES OR OTHERWISE.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS OF OUR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION OR USER CONTRIBUTED CONTENT) OR ANY THIRD PARTY WEBSITE THAT MAY BE LINKED TO OR FROM OR OTHERWISE INTERACT WITH OUR SERVICES, INCLUDING, WITHOUT LIMITATION ANY SOCIAL MEDIA SITE, YOU HEREBY AGREE TO INDEMNIFY, RELEASE, REMISE AND FOREVER DISCHARGE ÜKÜ AND OUR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE WEBSITE AND OUR SERVICES.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD ÜKÜ AND OUR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE WEBSITE, OUR SERVICES, OR OTHERWISE RELATING TO THE BUSINESS WE CONDUCT (INCLUDING, WITHOUT LIMITATION, ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION OR DISPUTE BETWEEN USERS), ANY CONTENT POSTED BY YOU OR ON YOUR BEHALF OR POSTED BY OTHER USERS OF THE WEBSITE, ANY USE OF A TOOL OR SERVICES OFFERED BY US THAT INTERACTS WITH A THIRD PARTY WEBSITE, INCLUDING WITHOUT LIMITATION ANY SOCIAL MEDIA SITE OR ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY YOU HEREIN, INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT, IN ANY EVENT, SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.
If either party does not enforce any right or remedy available under this Agreement, that failure is not a waiver of the right or remedy for any other breach or failure by the other party.
iv. Provider Responsibilities
WE REQUIRE OUR PROVIDERS TO STAY UP TO DATE IN THEIR KNOWLEDGE OF THIS AGREEMENT. PLEASE READ THIS SECTION AS A MINIMUM, AND READ EACH SUBSEQUENT UPDATE. ALL CONTRACTORS WILL BE NOTIFIED VIA EMAIL WHEN A NEW UPDATE TO THIS AGREEMENT IS AVAILABLE. AS OF 2020, A PROVIDER MAY CONTACT Ü AT THE TELEPHONE NUMBER FOUND AT THE FOOTER OF THIS WEBPAGE REGARDING QUESTIONS.
The Provider agrees to (1) accept bookings and fulfill them, holding a video call with Clients at the time that was booked; (2) keep a good relationship with Clients including accepting questions and drafting responses to Client emails within 24 hours of receiving correspondence; (3) market themselves as an education Provider (academic or creative), to their community using materials provided and owned by Ü; sending emails to friends and family, posting on their Facebook and Instagram pages, and making it known by word of mouth to their community that their service is available on the Platform, including link(s) to the platform in any copy or graphics shared; (4) not solicit those clients of Ü, book privately with Ü Clients or book Ü Clients through another platform or website. If we discover through our regular communications and surveys with our Clients that a solicitation has taken place, the Provider is subject to removal from the Platform and a legal monetary penalty that is equal to the commission or fee we would have realized in such transactions, had the Provider not circumvented our rights under this Agreement.
Ü agrees to market the independent contract Provider through the Platform and by all available independent means to Ü Clients through emails, social media, word of mouth, and other mechanisms. Ü agrees to make every effort to increase booking opportunities for its independent contractor providers. In order to most effectively market the Provider, Ü may ask for delivered marketing material from the Provider. For example, videos and photos featuring the Provider's specialty, educational focus, brand, and likeness. The Provider understands that these videos should be appropriate for marketing them as a professional educator of children, and grants that Ü is allowed to use the delivered content, featuring the Provider's brand or likeness to market the Provider and the Platform. You, the Provider grants to Ü any required license to conduct any and all marketing with your brand and likeness. Ü will conduct periodic reviews with Clients over telephone, email, or web-survey to check for service quality and to touch base with the needs of the Client regarding the Provider. Ü may conduct periodic reviews with the Provider over telephone, email, or web-survey.
The Provider understands that Ü strictly prohibits any behavior when interacting with clients that a good and reasonable person may consider inappropriate for children. All parties agree not to discriminate based on religion, race, creed, national or ethnic origin, sex, age, handicap, political affiliation, sexual orientation, disability, or status as a veteran. All terms are subject to force majeure. A Provider is to provide thirty (30) days written notice to Ü if it wishes to terminate this agreement.
For our U.S. Providers, we will provide a 1099 form in the month of January each year for tax purposes. All foreign Providers shall be responsible for any and all taxes required by their local governments. We are unable to provide any tax advice. All sales and transaction currencies on this site default to U.S. dollars.
During the term of this Agreement and for two years thereafter, no Provider shall, directly or indirectly, circumvent, initiate, solicit, negotiate, contract or enter into any business transactions with any Ü Client, without our written consent. In case of such circumvention, such Provider agrees to pay a legal monetary penalty that is equal to the commission or fee we would have realized in such transactions.
vi. Code of Conduct
While using our Services, you agree not to:
• Restrict or inhibit any Provider or Ü Client from using our Services, including, without limitation, by means of "hacking" or "cracking" or defacing any portion of our Services;
• Use our Services for any unlawful purpose;
• Express or imply that any statements you make are endorsed by us, without our prior written consent;
• Transmit (1) any content, language, imagery, or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party's intellectual property or other rights; (2) any material, non-public information about companies without the authorization to do so; (3) any trade secret of any third party; or (4) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us);
• Engage in spamming or flooding;
• Breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
• Transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
• Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Website or our Services;
• Remove any copyright, trademark, or other proprietary rights notices contained on the Website or applied to our Services;
• "Frame", "embed", or "mirror" any part of the Website or our Services without our prior written authorization;
• Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
• Harvest or collect information about Website visitors without their express consent;
• Transfer your account or user ID to another party without our consent;
• Be disruptive in any lesson or group instruction;
• Solicit any instructor or user to work with or for another company for employment, independent contracting services, performances, or other service; or
• Engage in any communication related to sexual conduct, nudity, or which expresses profanity.