INDEPENDENT CONTRACTOR AGREEMENT
This is a legal and binding agreement (“Agreement”) between you (the “Tutor”) and My Private Professor, LLC (the “Company”). The parties expressly agree to enter into this Agreement by electronic means within the meaning of the Uniform Electronic Transactions Act (“UETA”).
PERMISSION TO USE THE COMPANY’S MARKETPLACE
- The Tutor acknowledges that the Company operates an internet-based marketplace allowing individuals seeking the services of a tutor to identify and retain the services of individuals seeking to provide tutoring services.
- By entering into this Agreement, the Tutor seeks permission to access the Company’s marketplace for the express purpose of promoting their independent business, subject to the terms and conditions set forth in this Agreement.
- In consideration of the promises and mutual agreements hereinafter set forth, it is agreed by and between the undersigned as follows:
ENGAGEMENT OF SERVICES
- The Company hereby agrees to retain the Tutor as a tutor, in an independent contractor relationship, pursuant to the terms of this Agreement. The Tutor’s services will include tutoring clients of the Company (“Client” or “Clients”).
INDEPENDENT CONTRACTOR RELATIONSHIP
- The Tutor’s relationship with the Company will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship.
- The Tutor will not be entitled under this Agreement to any of the benefits that the Company may make available to its employees, including, but not limited to, group health, life insurance, profit-sharing or retirement benefits, paid vacation, holidays or sick leave, or workers’ compensation insurance.
- The Tutor will not be authorized to make any representation, contract, or commitment on behalf of the Company unless specifically requested or authorized in writing to do so by the Company.
- The Tutor will be solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. The Tutor will be solely responsible for obtaining any business or similar licenses required by any federal, state or local authority.
- No part of the Tutor’s compensation will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes. The Company will regularly report amounts paid to the Tutor by filing a Form 1099-MISC with the Internal Revenue Service as required by law.
COMPENSATION AND REIMBURSEMENT OF EXPENSES
- The Tutor will receive a take-home rate of $24.00 per hour of tutoring (the “Tutor Rate”) with Clients.
- The Tutor shall not disclose the Tutor Rate to any Client or third party.
- The Company will pay the Tutor directly for completed hours of tutoring with Clients at the Tutor Rate every week or as per mutual arrangement.
- The Tutor shall not accept any payment from any Client on behalf of the Company, the Tutor, or any third party relating to any tutoring services rendered on behalf of or in connection with the Company, including, but not limited to, “tips,” “bonuses,” or additional payment.
- The Tutor shall not perform any services, tutoring or otherwise, for any Client on or behalf of any student that the Tutor has been introduced to or made aware of through the Company outside the scope of this Agreement.
- If a session is less than an hour, the Tutor shall be paid for the prorated amount of time tutoring. The Tutor shall round down to the nearest quarter hour when calculating tutoring time with a Client.
- The Company shall not compensate the Tutor for any time spent preparing for tutoring sessions with Clients, traveling in connection with tutoring Clients, or any other time spent other than the time spent actually tutoring Clients.
- The Tutor shall not be paid for sessions that the Tutor misses or cancels. The Tutor shall not be paid for sessions that a Client misses or cancels. If the Tutor and/or Client is late to a scheduled tutoring session or if the Tutor and/or Client leaves the tutoring session earlier than scheduled, the Tutor will be paid for the prorated amount of time tutoring.
- The Company shall not be liable to the Tutor for any expenses paid or incurred by the Tutor without prior written agreement. This includes mileage and travel expenses. However, the Tutor may apply all appropriate tax deductions pertaining to services provided to Clients.
- The Tutor shall supply, at the Tutor’s sole expense, all equipment, tools, materials, and/or supplies to enhance tutoring sessions with Clients.
THE TUTOR’S RESPONSIBILITIES
- The Tutor shall provide competent instruction to each Client and shall plan and implement an appropriate course of study for the Client.
- The Tutor shall tutor each Client at the dates, times, and locations that are mutually agreed upon between the Tutor and the Client.
- The Tutor shall maintain an up-to-date schedule of availability on the Company’s website. The Tutor shall revise their calendar of availability as needed if the Tutor’s availability changes from that which is posted on the website.
- The Tutor shall respond as expeditiously as possible to tutoring requests and booking confirmations and no later than within 24 hours of any request.
- If the Tutor anticipates they will be late to or unable to make a scheduled tutoring session, the Tutor shall contact the Client and the Company as soon as possible. The Tutor shall notify the Company as soon as possible if the Client fails to attend a tutoring session.
- The Tutor shall hold all confidential information about Clients (including the Client’s identity, address, contact information, student records, and other personal information) in the strictest of confidence and shall not disclose it to any third party or use it for any purpose other than providing tutoring services.
- The Tutor acknowledges that the Company makes no representations to the Tutor about the suitability, character, or background of any Client, nor does the Company perform any type of background check on Clients. It is the Tutor’s sole responsibility to exercise the Tutor’s own judgment protocols and/or standards when considering whether to engage in tutoring services with each Client.
- If the Tutor is providing tutoring services online, the Tutor shall have access to a computer or device with a broadband wired or reliable wireless internet connection, a webcam, speakers, and a microphone.
- If the Tutor is providing tutoring services online, the Tutor shall have access to a reliable online tutoring platform that provides face-to-face video conferencing, interactive whiteboard, and document upload capability such as Zoom, Google Meet, or another suitable platform. The Tutor shall be familiar with the features and functions of the online tutoring platform and be able to conduct online sessions with Clients in an effective manner. The Tutor shall be held responsible for ensuring that the video platform they choose on which to hold Tutoring sessions permits the Tutor and Client to remain on call for the duration of at least one hour.
- The Tutor shall not provide transportation for Clients.
- The Tutor shall neither engage in, nor help others engage in, cheating or academic dishonesty of any kind.
- Prior to booking sessions with any Clients, the Tutor shall abide by the Company’s Code of Conduct for as long as they are on the platform.
THE COMPANY’S RESPONSIBILITIES
- The Company shall operate an internet-based marketplace allowing individuals seeking the services of a tutor to identify and retain the services of individuals seeking to provide tutoring services.
- The Company shall render payments to the Tutor for tutoring services with Clients that are completed and accounted for by the Tutor.
CONFIDENTIALITY AND WORK PRODUCT
- The Tutor acknowledges that, during the performance of services, the Tutor will have access to information relating to Clients’ and Tutors’ identities, addresses, contact information, pricing, and other personal information or requests for services (“Confidential Information”). The Tutor agrees that the Tutor owes a duty to the Company and such third parties, during the terms of this Agreement and thereafter, to hold all such Confidential Information in the strictest confidence and not to disclose it to any person, firm, or corporation or to use it except as necessary in carrying out the services consistent with this Agreement.
- The Tutor acknowledges that a copy of all documents and work products created or received by the Tutor in connection with the administration of services performed hereunder may be retained by the Company and used for its administrative purposes.
- The Tutor acknowledges that all site content submitted by the Tutor will be the property of the Company and may be distributed by the Company at the Company’s sole discretion. Such content includes, but is not limited to, articles, lessons, forms, graphics, worksheets, quizzes, tutorials, files, testimonials, reviews, video submissions, and blog entries.
- The Tutor understands and agrees that the Company’s Clients and any information regarding the Company’s customers are confidential and constitute trade secrets.
- The Tutor agrees that during the term of this Agreement and for a period of one (1) year after the termination of this Agreement, the Tutor will not, either directly or indirectly, separately or in association with others, take action likely to interfere with, impair, disrupt, or damage the Company’s relationship with any of its clients, prospective clients, contractors, or joint venturers by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business or opportunities from the Company.
- The Tutor shall provide to the Company accurate information regarding the Tutor’s educational background, work experience, and references. The Tutor authorizes the Company, at its sole discretion, to conduct a background and identity check of the Tutor.
- The Tutor represents that the Tutor has no knowledge of any information that may result in a finding of criminal charges, convictions, or criminal behavior by the Tutor.
- The Tutor’s rate may be discounted by $5.00/hour for the first four hours of tutoring with the Company to offset part of the Company’s costs incurred from having a background check conducted on the Tutor.
- The Tutor or the Company may terminate this Agreement without cause by providing thirty (30) days written notice to the other party, or with cause immediately upon material breach of any term of this Agreement by either of the parties.
- The Tutor hereby indemnifies and holds harmless the Company and its officers and agents from and against any and all claims that may result from or in any way arise out of the Tutor’s services with Clients or the Company.
RELEASE FROM LIABILITY
- The Tutor acknowledges and agrees that the Company is not responsible or liable for conduct or behavior of Clients and other contractors.
- The Tutor agrees to release, indemnify, defend, and hold harmless the Company and its officers, clients, agents, contractors, instructors, authorized volunteers, and employees from and against any and all liabilities, claims, penalties, losses, or expenses (including attorneys’ fees), of any kind or nature whatsoever, whether related to personal injury, death, communicable diseases, illnesses, viruses (including, but not limited to, COVID-19), property damage, or any other form of injury or loss to the Tutor, caused by any negligent act or omission of the Company or its officers, clients, agents, contractors, instructors, authorized volunteers, or employees, arising out of or in any way related to participation in the activity/activities in which the Tutor participates.
- The Tutor agrees and acknowledges that the activities to which this release applies can be dangerous and can expose the Tutor to risks of personal injury, death, communicable diseases, illnesses, viruses (including, but not limited to, COVID-19), and property damage, and in accepting services through the Company, the Tutor is accepting those risks for himself/herself/themselves.
ASSUMPTION OF RISK
- The Tutor agrees and understands that the Tutor assumes all risks that may result from or in any way arise out of the Tutor’s services with Clients or the Company.
- The Tutor agrees that any materials, information, communications, or ideas that the Tutor uploads, communicates or otherwise transmits or posts to the Company, the site, Clients, tutors, or the Services by any means (“User Content”) will be treated as non-confidential and non-proprietary, and may be disseminated or used by us for any purpose whatsoever, including, but not limited to, quality control and professional development, as well as the Company’s developing, manufacturing, and marketing current and/or future Services.
- By uploading or otherwise making available any User Content, the Tutor automatically grants and/or warrants that the owner has granted to the Company the perpetual royalty-free, non-exclusive, world wide right and license to use, reproduce, modify, publish, distribute, perform, display, and transmit the User Content for any purpose.
- The Tutor agrees that the Company and Clients may record all or any part of any tutoring sessions (including voice chat communications) for quality control and other purposes. The Company reserves the right to review the Tutoring Sessions for any purpose. Notwithstanding anything to the contrary above, the Tutor agrees that the Company owns all transcripts of the Tutoring Sessions and all comments that the Tutor may provide to the Company on or through the site, the Services any other means as a part of user satisfaction or other similar surveys, and that these terms shall be deemed an irrevocable assignment of all such transcripts and comments, each portion thereof and all intellectual property rights therein to the Company.
MEDIA CONSENT AND RELEASE
- The Tutor authorizes the Company and its agents, employees, and officers to use photos, videos, profile information, tutoring experience, educational background, articles, and information shared with the Company and its agents, employees, and officers (the “Information”).
- The Tutor understands that the Information may be used in publications, including the Company website, social media platforms, electronic and print publications, electronic and print materials, presentations, promotional materials, news media, advertising, and/or other similar ways.
- The Tutor agrees that the Tutor’s consent is freely given to the Company and its agents, employees, and officers, without expecting payment.
- The Tutor releases the Company and its agents, employees, and officers from any and all liabilities which may arise from the use of the Information.
- The Tutor understands that they can revoke this release at any time in writing.
- Any controversy, claim, suit, injury, or damage arising from or in any way related to the Tutor’s services with Clients and/or the Company shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) then in effect, which can be obtained at www.adr.org. This arbitration provision will be construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.
- The Company and the Tutor will attempt to agree on a single arbitrator. If agreement is not possible, each party will select its own arbitrator. The arbitrator’s decision will be final and binding upon all parties.
- The Tutor and the Company agree that each may bring claims, suit, injury, harm, loss, or damage against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both the Tutor and the Company agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Company tutors or Clients.
- The arbitration shall be conducted at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and the judgment of the arbitration award may be entered by any court having jurisdiction thereof.
- Each party will pay its own attorneys’ fees, subject to any remedies to which that party may later be entitled under applicable law.
- In the event that a tribunal or arbitrator of competent jurisdiction determines that the arbitration provision is unenforceable, the Tutor agrees that the exclusive forum and/or venue for any controversy, claim, suit, injury, harm, loss, or damage arising from or in any way related to the Tutor’s services with Clients or the Company shall be any California State Court or Federal Court sitting in Orange County, and the Tutor hereby submits to the exclusive jurisdiction of those courts for purposes of any such proceeding.
- The Tutor may not subcontract or otherwise delegate the Tutor’s obligations under this Agreement without the Company’s prior written consent. Subject to the foregoing, this Agreement will be for the benefit of the Company’s successors and assigns, and will be binding on the Tutor’s assignees.
- This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California.
- If any provision of this Agreement is held by a court of law to be invalid or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
- No term or provision hereof will be considered waived by either party, and no breach excused, unless such waiver or consent is in writing and signed by the Company and the Tutor. The waiver of, or consent to, a breach of any provision of this Agreement shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by either party. This Agreement may be amended or modified only in writing by mutual agreement of authorized representatives of the parties.
- This Agreement constitutes the entire agreement between the parties relating to the provision of tutoring services by the Tutor to the Company and supersedes all prior or contemporaneous oral or written agreements concerning this subject matter. The terms of this Agreement will govern all consulting services undertaken by the Tutor for the Company.