My Private Professor, LLC Master Services Agreement

Employer-Sponsored Tutoring Program

Last Updated: May 2026 · Version 2026.3

This Master Services Agreement (“MSA”) governs access to and use of the My Private Professor, LLC (“MPP,” “we,” “us,” or “our”) employer-sponsored tutoring marketplace services by any organization that executes a Statement of Work, Order Form, or similar written agreement with MPP that references this MSA (“SOW”) (hereinafter “Client”). This MSA is incorporated into each applicable SOW and forms part of the agreement between MPP and Client for that engagement.

1. SERVICES & MARKETPLACE PLATFORM

MPP provides an online marketplace platform that connects eligible employees and their school-aged children or dependents with independent tutors for online tutoring sessions, together with related scheduling, communications, concierge support, and program administration features described in the applicable SOW (collectively, the “Services”).

MPP operates solely as a marketplace technology platform and does not itself provide tutoring. Tutoring is performed by independent tutors who are not employees of MPP or Client. MPP does not assign tutors to families and does not direct or control tutoring content, instructional methods, or the manner in which tutors deliver instruction.

MPP’s concierge team may suggest tutors based on subject needs, grade level, and scheduling preferences. All recommendations are informational only. Under the program, participating employees and their families retain discretion to select, decline, or change tutors through the platform. Tutors retain discretion to accept or decline engagements and manage their own availability.

MPP may screen tutors for subject-area expertise and conduct background checks before listing them on the platform. Such screening reflects information available at the time conducted and does not guarantee suitability, compatibility, or future conduct.

Client sponsors access to the Services as an employee benefit only. Client does not select tutors, direct or supervise sessions, provide childcare or crisis support, or bear responsibility for academic outcomes.

2. SOW, TERM, & RENEWAL

Each engagement will be governed by an applicable SOW that states the initial term, eligible participants, sponsored hours, pricing, invoicing terms, and any other commercial terms specific to that engagement.

Unless otherwise agreed in writing, upon expiration of the initial term, the engagement will automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term. MPP may update pricing for any renewal term upon at least 60 days’ prior written notice before the end of the then-current term.

3. FEES, BILLING, & TAXES

Program fees, sponsored hours, self-pay rates, invoicing frequency, and per-employee allocations are stated in the applicable SOW. Unless otherwise stated in a SOW, invoices are issued in advance and payment is due before Services are provided for the applicable service period. Nonpayment may result in suspension of Services as provided in Section 16.

Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full.

Unused sponsored hours expire at the end of each monthly service period and do not roll over unless agreed in writing. Additional sponsored hours may be purchased at the rate stated in the SOW, subject to tutor availability and scheduling capacity. MPP is not entitled to expense reimbursement unless separately agreed in writing.

Client is responsible for communicating eligibility tiers, allotment limits, and program changes to participating employees. MPP may rely on Client’s eligibility and allotment designations unless they are clearly incorrect.

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, withholding, or similar taxes arising from the Services, other than taxes on MPP’s net income.

Client is solely responsible for determining and complying with any tax, payroll, benefits, employment, ERISA, or similar obligations arising from Client’s decision to offer or sponsor access to the Services as an employee benefit. MPP does not provide legal, tax, or benefits advice, and nothing in this MSA constitutes a representation regarding the tax or regulatory treatment of the Services as an employee benefit.

4. SCOPE & SESSION POLICIES

Unless otherwise agreed in writing, the Services are limited to online K-12 tutoring booked through MPP’s designated portal or enrollment flow, and expressly exclude: test preparation; college applications; specialty or group programs; in-person tutoring; childcare; therapy or counseling; crisis support; and completion of homework, assignments, projects, tests, or exams on a student’s behalf.

MPP does not guarantee tutor availability for any subject, grade, date, or time, and does not guarantee grades, scores, admissions outcomes, academic performance, tutor compatibility, teaching-style alignment, or any other result.

A booked session may count as used if the student cancels less than 24 hours before the session, fails to attend, joins late, or leaves early. Sessions lasting longer than 65 minutes may count as an additional completed session. If MPP cancels or the tutor fails to attend, that session will not count as used. Except where MPP cancels or the tutor fails to attend, completed sessions, late cancellations, and no-shows are non-refundable unless required by law or expressly agreed in writing.

Participating employees and families are responsible for maintaining suitable devices, internet access, and current software, as set forth in the MPP Client Agreements. MPP does not guarantee uninterrupted platform availability. Sessions are not recorded by default; recording is governed by Section 6.

5. MINORS, CONSENT, & MPP CLIENT AGREEMENTS

The Services are designed for use by eligible employees and their school-aged children or dependents, which may include minors.

Participating employees, parents, legal guardians, students, and families may be required to accept MPP’s then-current client-facing terms, privacy policy, recording disclosure and retention policy, parent/guardian consent and child privacy authorization, and other enrollment, consent, or platform documents designated by MPP from time to time (collectively, the “MPP Client Agreements”).

MPP’s obligations to participating employees, families, and students are governed by the MPP Client Agreements, not by this MSA. The MPP Client Agreements are not incorporated into this MSA as obligations of Client unless expressly stated here or separately agreed in writing.

MPP may rely on the enrolling parent or legal guardian, or on Client for employer eligibility information, to confirm that required consents have been obtained. MPP may update the MPP Client Agreements from time to time in its reasonable discretion.

Client will reasonably cooperate with MPP to facilitate participating employees’ access to enrollment materials, program communications, and applicable MPP Client Agreements.

Client will not represent or imply that it has authority to provide COPPA consent, recording consent, privacy authorization, or any other parental or legal guardian authorization on behalf of employees, students, or families. Any such representation by Client or its personnel constitutes a material breach of this MSA.

6. SESSION RECORDING

MPP does not record tutoring sessions by default. MPP may record a session – including audio, video, screen sharing, whiteboard activity, chat, and related content – only where recording is enabled under MPP’s then-current process, required notice has been provided, and any consent required by applicable law has been obtained or confirmed through the MPP Client Agreements.

Permitted Uses of Recordings: Recordings may be used for quality assurance, tutor training, safety, dispute resolution, billing review, legal compliance, service improvement, and enforcement of MPP’s rights. Recordings are not used to direct or supervise tutors’ instructional methods.

Where a session is recorded, access is limited to authorized MPP personnel, contractors, tutors, and service providers with a legitimate business need and confidentiality obligations. MPP will not share recordings, transcripts, tutor notes, or substantive session content with Client unless separately authorized in writing by the participating employee or parent/legal guardian, or required by law.

MPP will retain recordings only as long as reasonably necessary for the permitted purposes, legal compliance, dispute resolution, fraud prevention, safety, security, active investigations, enforcement of MPP’s rights, and business record keeping, after which they will be deleted or de-identified in accordance with MPP’s then-current retention practices and applicable law.

Client will reasonably cooperate with MPP to communicate to participating employees that independent recording, distribution, or sharing of session content is prohibited except as permitted under the MPP Client Agreements and applicable law.

7. PRIVACY & STUDENT DATA

Each party will comply with applicable privacy and data-protection laws to the extent they apply to that party’s activities under this MSA. Client is responsible for providing any notices, obtaining any consents, and maintaining any lawful basis required for Client to provide employee eligibility, benefit, contact, or program information to MPP.

MPP may collect, use, store, and disclose personal information and session data as reasonably necessary to operate, support, secure, bill, administer, and improve the Services; communicate with Client, employees, families, tutors, and service providers; investigate complaints, disputes, safety concerns, or legal issues; comply with law; and enforce MPP’s agreements and policies.

MPP will not sell personal information collected in connection with the Services.

MPP may share limited administrative information with Client – such as eligibility, enrollment, attendance, utilization, covered hours, remaining sponsored hours, and invoicing support – as reasonably necessary to administer the employee benefit.

MPP will not share recordings, transcripts, tutor notes, or substantive session content with Client unless separately authorized in writing by the participating employee or parent/legal guardian, or required by law.

To the extent Client provides, or directs a school, district, or other institution to provide, student information subject to FERPA or similar student privacy laws, Client represents that it has obtained – or will ensure the appropriate party obtains – any authorization required for that disclosure. MPP will use such information only for the purposes for which it was provided and will not re-disclose it except as permitted by law.

MPP may use de-identified or aggregated information that does not identify any individual for service improvement, analytics, research, operations, and business purposes without restriction.

8. THIRD-PARTY PROVIDERS

MPP uses Wise for scheduling and communications, Zoom for video sessions and recordings, and other authorized providers for hosting, payment processing, communications, analytics, security, mobile application distribution, and related platform functions. Third-party providers operate under their own terms and privacy policies.

MPP may change third-party providers at any time without prior notice to Client, provided MPP maintains reasonable data arrangements with any successor provider where required.

To the fullest extent permitted by law, MPP is not responsible for outages, data loss, security incidents, privacy incidents, service interruptions, or other failures of third-party providers, except where directly caused by MPP’s own fraud, willful misconduct, gross negligence, or failure to maintain required data arrangements with such providers.

9. SAFETY & MANDATORY REPORTING

MPP is not an emergency, medical, mental health, crisis, child-protective, childcare, or therapeutic service. MPP does not monitor sessions in real time and has no obligation to do so. The existence of recordings does not create any duty to supervise, review, or intervene in sessions.

If MPP or a tutor becomes aware of a safety concern, suspected abuse or neglect, threat of harm, or misconduct, MPP may – and where required by law, must – pause sessions, contact the student’s parent/legal guardian, report to authorities, cooperate with lawful requests, suspend access, or take other action MPP deems appropriate. MPP and its tutors comply with applicable mandatory reporting obligations, including California Penal Code § 11166 and equivalent laws in other applicable jurisdictions. Nothing in this MSA limits those obligations.

Client will not interfere with MPP’s or any tutor’s mandatory reporting duties and will promptly notify MPP of any safety concern, allegation of misconduct, or legal inquiry involving the program.

MPP may suspend or terminate platform access for safety concerns, legal risk, security risk, misuse, nonpayment, missing or invalid consents, policy violations, suspected misconduct, or any use MPP reasonably determines may harm a student, tutor, family, Client, MPP, or the platform.

10. CONFIDENTIALITY & NON-SOLICITATION

“Confidential Information” means non-public business, technical, financial, operational, customer, student, employee, platform, pricing, security, or program information disclosed by one party to the other that reasonably should be understood as confidential, including session recordings, transcripts, tutor notes, and related session materials.

Each party will use the other’s Confidential Information only as needed to perform this MSA, protect it using reasonable care, and disclose it only to personnel, contractors, advisors, or service providers with a need to know and confidentiality obligations, or as legally required.

Confidential Information does not include information that: is or becomes public without breach; was already lawfully known; was lawfully received from a third party without restriction; or was independently developed without use of the disclosing party’s Confidential Information.

These obligations continue during the term and for three (3) years after termination, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

During the term and for two (2) years after termination, Client will not knowingly solicit, hire, or engage any MPP tutor, staff member, contractor, or agent outside MPP for tutoring, educational support, or substantially similar services, if that person was first introduced to Client, its employees, or participating families through MPP or the program. This restriction does not apply to general solicitations not targeted at such individuals. Client acknowledges that breach of this provision would cause MPP irreparable harm for which monetary damages would be inadequate, and that MPP is entitled to seek injunctive or other equitable relief in addition to any other available remedies.

11. INTELLECTUAL PROPERTY

All intellectual property, platform features, software, workflows, documentation, branding, content, recordings, transcripts, tutor notes, and related materials developed or provided by MPP in connection with the Services remain exclusively owned by MPP or its licensors.

Subject to this MSA and the applicable SOW, MPP grants Client a limited, non-exclusive, non-transferable license during the term to access and use the Services and related materials solely for Client’s internal employee-benefit purposes. This license may be suspended or revoked as provided in this MSA.

Client may not, and must ensure that program participants do not, copy, reproduce, distribute, modify, scrape, reverse engineer, or otherwise use MPP’s platform, materials, or intellectual property except as authorized by MPP. Client acknowledges that breach of this Section may cause MPP irreparable harm entitling MPP to seek injunctive or other equitable relief.

12. INDEPENDENT CONTRACTOR STATUS

MPP is an independent contractor and not an employee, partner, agent, joint venturer, or fiduciary of Client. Tutors are independent contractors and are not employees, agents, joint venturers, or representatives of MPP or Client. Nothing in this MSA creates any employment, agency, partnership, or joint-venture relationship between Client and any tutor. Client has no right to direct, supervise, discipline, or control any tutor, and Client has no responsibility for tutor compensation, benefits, taxes, insurance, or employment-related obligations.

MPP’s members, managers, officers, employees, contractors, tutors, agents, representatives, and affiliates will not have personal liability to Client for any claim arising out of or related to this MSA, the Services, the platform, any tutor, or any session, except to the extent personal liability cannot legally be waived or arises from that person’s own fraud or willful misconduct.

No employee, parent, legal guardian, student, tutor, family member, or third-party provider is a third-party beneficiary of this MSA.

13. SECURITY, ACCESSIBILITY, & PERFORMANCE STANDARD

MPP will maintain reasonable administrative, technical, and physical safeguards designed to protect personal information and Confidential Information against unauthorized access, misuse, loss, alteration, or disclosure.

If MPP becomes aware of a confirmed security incident materially affecting personal information processed under this MSA, MPP will notify Client without unreasonable delay, consistent with California Civil Code § 1798.82 and other applicable breach-notification laws, subject to law-enforcement needs and governmental direction. MPP is not responsible for security incidents originating with third-party providers, except where directly caused by MPP’s own fraud, willful misconduct, gross negligence, or failure to maintain required data arrangements with such providers.

MPP will use commercially reasonable efforts to maintain platform accessibility consistent with applicable law. Client will promptly notify MPP of any accommodation request from a participating employee or family member that may affect delivery of the Services.

MPP will provide the marketplace platform and related Services in a professional and workmanlike manner consistent with generally accepted standards for online tutoring marketplace services. Except as expressly stated in this MSA, the Services are provided “as available,” and MPP disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the fullest extent permitted by law.

14. INDEMNIFICATION

14.1 MPP Indemnification

MPP will indemnify, defend, and hold harmless Client and its directors, officers, employees, agents, affiliates, and permitted successors and assigns from third-party claims, losses, damages, liabilities, costs, and reasonable attorneys’ fees to the extent directly arising from MPP’s material breach of this MSA, gross negligence, willful misconduct, fraud, or violation of law in operating the platform itself – except to the extent the claim arises from: (a) acts or omissions of Client, employees, families, students, parents, legal guardians, or tutors; (b) third-party provider acts, omissions, outages, or failures; (c) Client’s or a family’s failure to obtain required consents; or (d) independent delivery of tutoring services by tutors.

14.2 Client Indemnification

Client will indemnify, defend, and hold harmless MPP and its members, managers, directors, officers, employees, contractors, tutors, agents, affiliates, and permitted successors and assigns from third-party claims, losses, damages, liabilities, costs, and reasonable attorneys’ fees to the extent arising from: Client’s material breach of this MSA; Client’s negligence, gross negligence, willful misconduct, fraud, or violation of law; platform misuse by Client or participating families; inaccurate eligibility or benefit information provided by Client; unauthorized disclosure of personal information, student information, session data, recordings, transcripts, tutor notes, or Confidential Information by Client; or any representation by Client that it has authority to provide parental, COPPA, recording, privacy, or similar consent on behalf of employees, students, parents, legal guardians, or families.

14.3 Indemnification Procedure

The indemnified party will: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement, provided that no settlement imposing liability or obligations on the indemnified party may be made without its prior written consent; and (c) provide reasonable cooperation in the defense at the indemnifying party’s expense. This Section survives termination of this MSA.

15. LIMITATION OF LIABILITY

15.1 Disclaimer of Warranties

Except as expressly stated in this MSA, the Services are provided “AS IS” and “AS AVAILABLE.” MPP disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, to the fullest extent permitted by law. MPP does not warrant uninterrupted, error-free, secure, or universally compatible platform access, and does not guarantee tutor availability, tutor compatibility, grade improvement, test scores, admissions outcomes, or academic results.

15.2 Exclusion of Consequential Damages

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, data, or educational opportunity, even if advised of the possibility of such damages.

15.3 MPP Liability Exclusions

To the fullest extent permitted by law, MPP is not liable for: (a) tutor acts, omissions, misconduct, or the content, quality, or outcomes of tutoring sessions; (b) family or student conduct; (c) Client eligibility or benefit-designation errors; (d) third-party provider acts, omissions, outages, breaches, privacy incidents, or service interruptions; (e) harm arising from a family’s failure to obtain required consents or from Client’s misrepresentation of consent authority; or (f) any educational, admissions, testing, behavioral, health, safety, or personal outcome not directly caused by MPP’s own gross negligence, willful misconduct, fraud, or violation of law.

15.4 Aggregate Cap

Except for payment obligations, confidentiality breaches, intellectual property misuse, gross negligence, willful misconduct, fraud, unlawful privacy or recording violations caused by a party, indemnification obligations under Section 14, and liabilities that cannot legally be limited, each party’s total cumulative liability arising out of or related to this MSA will not exceed the total amount paid or payable by Client to MPP during the 12 months before the event giving rise to the claim.

16. TERMINATION & SUSPENSION

Either party may terminate the applicable SOW for material breach if the breach is not cured within 15 days after written notice, or immediately if the other party ceases business, becomes insolvent, or engages in unlawful conduct materially affecting this MSA, the program, or student safety.

Client may terminate for convenience on 30 days’ written notice. If Client terminates for convenience before the end of the then-current term, Client will pay all accrued but unpaid amounts through the termination date plus 50% of remaining fees that would have become due for the balance of the term, unless otherwise stated in the SOW.

MPP may suspend Services or platform access immediately, with or without prior notice, for nonpayment, misuse, legal risk, safety risk, security risk, missing or invalid consents, suspected misconduct, unlawful activity, inaccurate eligibility information, or third-party provider disruptions making delivery unsafe or impracticable. The 15-day cure period does not apply to MPP’s suspension rights. Suspension does not relieve Client of any accrued payment obligation.

Upon termination, each party will return or destroy the other party’s Confidential Information upon request, subject to legal, regulatory, security, dispute-resolution, enforcement, and business-record keeping retention rights.

17. DISPUTE RESOLUTION

Before initiating arbitration or litigation, the parties will attempt in good faith to resolve any dispute through written notice and a 30-day informal resolution period, unless immediate equitable relief is needed.

Except for requests for temporary or preliminary injunctive relief, all disputes arising out of or related to this MSA or any SOW – including disputes concerning platform access, billing, recordings, privacy, tutor conduct, data, third-party provider issues, termination, or the parties’ relationship – will be resolved by final and binding arbitration under JAMS’ then-current Commercial Arbitration Rules before a single neutral arbitrator in Orange County, California, or remotely by agreement. This Section is governed by the Federal Arbitration Act. All arbitration proceedings and awards are confidential except as needed to enforce or challenge an award, comply with law, or obtain legal or professional advice.

CLASS ACTION WAIVER: EACH PARTY WAIVES THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION. A COURT – NOT THE ARBITRATOR – WILL DECIDE WHETHER THIS WAIVER IS ENFORCEABLE. IF THE WAIVER IS UNENFORCEABLE FOR ANY CLAIM, THAT CLAIM WILL PROCEED IN COURT ON AN INDIVIDUAL BASIS; ALL OTHER CLAIMS REMAIN IN ARBITRATION.

Each party will bear its own attorneys’ fees and costs unless the arbitrator awards them under applicable law or this MSA. Nothing in this Section requires arbitration outside California for claims arising in California or waives any non-waivable right under California law. Disputes not subject to arbitration will be brought exclusively in the state or federal courts located in Orange County, California, and each party consents to that jurisdiction and venue.

18. GENERAL TERMS

18.1 Entire Agreement & Order of Precedence

This MSA, together with any executed SOW and any signed amendments, constitutes the entire agreement between the parties regarding their subject matter and supersedes all prior discussions, proposals, representations, or understandings, whether oral or written. The terms of this MSA are incorporated into and made a part of each SOW by reference.

This MSA becomes effective and binding upon execution of any related SOW, even if this MSA is not independently executed as a standalone document. In the event of a conflict between this MSA and a SOW, the SOW controls solely with respect to the specific commercial terms addressed therein; this MSA governs all other matters.

18.2 Updates to This MSA

MPP may update the non-commercial terms of this MSA from time to time. For Clients with active SOWs, the version of this MSA in effect when the SOW was executed will apply until the next renewal, unless the parties agree otherwise in writing. Updated terms apply to renewals, new SOWs, and continued use after notice as permitted by applicable law.

18.3 Notices

Notices must be in writing and delivered to the addresses stated in the applicable SOW or any updated notice address provided in writing. Notice is effective upon personal delivery, confirmed overnight delivery, or confirmed email where the parties have agreed to email notice. MPP’s notice address: My Private Professor, LLC, 1 League #61522, Irvine, California 92602; support@myprivateprofessor.com.

18.4 Assignment

Neither party may assign this MSA without the other party’s prior written consent, except to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets, so long as the assignee assumes this MSA in writing.

18.5 Force Majeure

Neither party is liable for delays or failures caused by events outside its reasonable control, including natural disasters, government actions, labor disruptions, cyber incidents, internet or power failures, platform outages, or third-party provider failures, provided the affected party uses reasonable efforts to resume performance.

18.6 Governing Law & Venue

California law governs this MSA, except where federal law applies. Disputes not subject to arbitration will be brought exclusively in the state or federal courts located in Orange County, California, and each party consents to that jurisdiction and venue.

18.7 Publicity & Testimonials

Neither party may use the other party’s name, logo, marks, or trademarks in any public statement, press release, marketing, or promotional material without prior written consent, except as required by law. If Client provides written approval of specific feedback, testimonial language, or a case study, MPP may use that approved content in its marketing materials in the form approved, unless Client revokes consent in writing for future use.

18.8 Severability & No Waiver

If any provision is found unenforceable, the remaining provisions remain in full force and effect. Failure to enforce any provision on one occasion is not a waiver of the right to enforce it on any other occasion.

18.9 Non-Exclusivity

This MSA is non-exclusive. Either party may enter into similar agreements with other parties.

18.10 Survival

The following Sections survive any expiration or termination of this MSA: 6 (last paragraph), 7, 10, 11, 12, 14, 15, 16 (post-termination obligations), 17, and 18, and any other provisions that by their nature are intended to survive.