Idea Tutors Terms of Customer Account Use (Updated 4/21/17)

By paying your invoice, you agree to the following: Idea Tutors has created a digital platform that facilitates connections with tutors in a variety of subjects through a curated platform. These Terms of Customer Account Use (“Terms”) shall govern your access or use of all aspects and components of the platform and shall apply to the customer as well as all students who receive tutoring as result of purchases made by the customer, including other students within the customer’s family; other students for whom the customer purchases tutoring, in the event the customer is different than the one(s) receiving the tutoring; and any authorized user of customer’s account. These Terms constitute a legal agreement between you and Idea Tutors. Idea Tutors reserves the right to modify or amend these Terms, including doing so electronically, and any such modification or amendment accepted or agreed to by customer pursuant to Idea Tutors’ Consent to Electronic Communications Delivery and Electronic Signature Policy, or customers continued use of the platform after being notified of modification or amendment of the Terms shall supersede any prior terms related to the subject matter hereof. If you do not agree to these terms, you may not use the platform. Idea Tutors’ Guarantee: If after the initial session you are not satisfied with the tutor chosen through Idea Tutors’ platform, please contact Idea Tutors for assistance selecting a new tutor. If you are still not satisfied after your second session, please see the below refund policy regarding unused, purchased hours. Refunds: Purchases with discounts are non-refundable. Unused, pre-paid tutoring hours are refundable up to 30 days from the date of purchase, provided there has been at least one session with a tutor obtained through Idea Tutors’ platform following the most recent purchase. Purchased tutoring hours are valid for use up to one year from the date of purchase. Non-purchased hours have no cash value, cannot be refunded, and are valid the lesser of one year from the date of issuance or 90 days from the last session by customer reflected on the customer’s account. Further, any volume discount obtained may be adjusted to reflect purchased hours actually used. Cancellation of Session: If you need to cancel a session, Idea Tutors requires that you give your tutor at least 24-hours’ notice prior to the scheduled tutoring session. If you give less than 24-hours’ notice prior to the session, the full tutoring session will be deducted from your account balance. If you are not available within 20 minutes of your scheduled start time, you will be charged by the tutor for the full tutoring session. Chaperone: A legal guardian or an approved chaperone of at least 18 years of age for any minor student must execute these Terms and be present for tutoring in order for tutoring services to be performed for a minor student, unless the session occurs in a public setting. If a guardian is not present with a minor student within 10 minutes of the scheduled start time, for a session that is not in public, the session will be considered cancelled and you will be charged for the full session. Non-Solicitation: Idea Tutors has expended substantial resources creating the platform and having qualified tutors available on it to provide you and/or the student(s) with an individualized tutoring experience. Because of this investment by Idea Tutors, it is critical to Idea Tutors’ business to prohibit customers from soliciting or contracting with tutors outside the platform that the customers were introduced to, directly or indirectly, through the platform. Accordingly, you and the student(s) using tutors obtained through Idea Tutors’ platform agree not to solicit, attempt to solicit, or contract with a Idea Tutors’ contracted tutors, directly or indirectly, for a period of two (2) years following the final tutoring session with any tutor obtained through Idea Tutors’ platform except through Idea Tutors’ platform or with the express written consent of Idea Tutors. You acknowledge that Idea Tutors has a valid contract and/or business expectancy with the contracted tutors who are subject to their own two (2) year non-solicitation provision regarding Idea Tutors’ customers. Violating the non-solicitation provision, or failing to notify Idea Tutors in the event you have reason to believe a tutor is actually or attempting to do so, also constitutes tortious interference with Idea Tutors’ contract with the tutor for which you may be liable to Idea Tutors for monetary damages and/or equitable relief. In the event of a violation, the Parties acknowledge that the actual costs and resulting damages (lost productivity, increased operating costs, lost advertising costs, lost customer acquisition costs, customer lifetime value, etc.) are difficult to ascertain, calculate, and foresee. You hereby agree that each violation of this provision shall damage Idea Tutors in the amount of $5,000 or more and to pay all Idea Tutors’ costs and expenses incurred enforcing these Terms, including but not limited to reasonable attorneys’ fees. Tutors are Independent Contractors: The tutors on Idea Tutors’ platform are independent contractors, not employees, with their own tutoring styles and methods. Tutors’ credentials have been reviewed by Idea Tutors. If you are not seeing the results you are looking for or particular outcomes you desire, you are free to request a new tutor through the platform and Idea Tutors will assist with matching you with another tutor. Matching you with a new tutor is the only thing Idea Tutors can do if you are unsatisfied with the results, outcomes, or tutor’s services (other than to the extent the guarantee or refund apply). Minimum Billing: While the length of each session shall be determined between you and the tutor, Idea Tutors reserves the right to bill you for certain minimum session lengths based upon the particular subject, grade level, tutor availability, or other factors, as specifically indicated at the time of purchase. Network Access/Devices: You are responsible for obtaining the necessary hardware and software to access the platform, whether through a computer, laptop, mobile device, tablet, or other authorized device. Please refer to Idea Tutors (info@ideatutors.com) for the particular devices supported, the acceptable browsers, the correct operating systems, etc. If not a part of your hardware, you will also need a webcam, speakers, or microphone. A sufficient connection to the network is also necessary. Recorded Sessions: Idea Tutors may record all sessions conducted on the platform, unless you elect not to do so. In order to opt out of session recording, you must email info@ideatutors.com to opt out of recording or opt out of recording for a particular session to be recorded at the beginning of that session (and any subsequent session(s)). By agreeing to these Terms, you consent to such recording and do so on behalf of any authorized user of customer’s account that opts to have the session recorded. Recordings are made solely for educational purposes and shall remain the sole and exclusive property of Idea Tutors. Recordings will be used by Idea Tutors solely for quality assurance and technical purposes. Idea Tutors retains sole discretion regarding the availability of recordings to customers and authorized. Customer agrees that session recordings may not be downloaded, broadcast, or otherwise reproduced in any form, for any reason, and shall be responsible for any violation by an authorized user of customer’s account. Converting Hours: There are different rates for different tutoring types, including but not limited to academic (including grade levels), test prep, in-person, online, and instant tutoring. Idea Tutors will automatically convert your tutoring hours based upon the use of a different tutoring type. Conversion of hours will be done automatically at the then current rate when a different tutoring type is requested or used. This provides you the flexibility to pursue whatever tutoring type you choose. Integration: By signing the Terms you also acknowledge being bound to Idea Tutors’ Consent to Electronic Communications Delivery and Electronic Signature Policy, its privacy policy (www.IdeaTutors.com/privacy), and its website Terms of Use (www.Idea Tutors.com/termsofuse); however, in the event of a conflict regarding any other agreements, these Terms shall control. Confidentiality: You may obtain confidential information and or trade secrets of Idea Tutors during the course of your use of Idea Tutors’ platform. This information includes, but is not limited to, contractual, technical, pricing, marketing, product, or other valuable information. You agree to hold such information in strict confidence. All right, title, and interest in Idea Tutors’ confidential information shall remain with Idea Tutors. Confidential information shall not include information you possessed prior to your access to information through Idea Tutors’ platform, that becomes generally known to the public (without violation of these Terms), or you obtained from a third party who was not legally prohibited from disclosing it, that you independently developed without the use of Idea Tutors’ confidential information. Customer Content: Idea Tutors may allow you to submit, upload, publish, or otherwise make available through Idea Tutors’ platform certain content. While any content provided by you remains your property, you hereby grant Idea Tutors an irrevocable, perpetual, transferable, non-exclusive, fully paid-up, royalty-free, worldwide license (sub licensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such content (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (b) use (and permit others to use) such content in any manner and for any purpose (including, but not limited to, commercial purposes) that Idea Tutors deems appropriate in its sole discretion (including, but not limited to, incorporating such content (or any modification thereto), in whole or in part, into any technology, product, or service. Restrictions: You shall not: (i) remove any copyright, trademark, or other proprietary notices from the platform; (ii) transfer, reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, display publicly, perform publicly, transmit, stream, broadcast, or otherwise exploit the platform, except as expressly permitted by Idea Tutors; (iii) decompile, disassemble, or reverse engineer the platform, unless permitted by law; (iv) link to, or frame any portion of the platform; (v) cause or launch any program or script for the purpose of scraping, indexing, or surveying any portion of the platform or hindering the functionality or operation of the platform; or (vi) attempt to gain unauthorized access to or impair any aspect of the platform’s systems or networks. Agreement to Arbitrate: In order to expedite and control the cost of disputes, you and Idea Tutors agree that any legal or equitable claim, other than a claim under the Section titled “Non-Solicitation,” relating to this Agreement, any addendum, the use of the platform, or the tutoring obtained from the platform (referred to as a “Claim”), will be resolved as follows: If a Claim cannot be resolved informally, any Claim asserted will be resolved only by binding arbitration. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO JURY TRIAL. The arbitration will be conducted by one arbitrator who is a member of the American Arbitration Association (“AAA”) and will be governed by the Consumer Arbitration Rules of the AAA. The arbitration will be held in San Diego, California or as mutually agreed between the parties and the arbitrator will apply California substantive law, or federal law as applicable, in all respects. The arbitrator shall have all authority to determine the arbitrability of any claim and enter a final binding judgment at the conclusion of any proceedings. Any final judgment may be appealed only on the grounds of improper bias or improper conduct of the arbitrator. If you decide to initiate arbitration, you will have to submit a demand for arbitration with a filing fee to https://www.adr.org. Idea Tutors agrees to reimburse you for the filing fee; however, all other fees related to the arbitration, including the fees of the arbitrator, attorneys’ fees, arbitration expenses, etc. shall be determined by the arbitrator in accordance with the AAA rules. Disclaimer of Warranties: IDEA TUTORS MAKES NO WARRANTY OR REPRESENTATION THAT THE ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. IDEA TUTORS HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON- INTERFERENCE, NON-INFRINGEMENT, AND QUALITY, UNLESS PROHIBITED BY LAW. Limitation of Liability: In no event shall the total liability of Idea Tutors (including itself and its members, managers, directors, officers, employees, or representatives) to you for all damages, losses, causes of action (whether in contract or tort, including but not limited to, negligence or otherwise) arising from your use of the platform or relating to these Terms exceed, in the aggregate, the total amount purchased by you or through your account over the preceding three (3) months. Governing Law, Jurisdiction, and Venue: The laws of the State of California shall govern these Terms, the construction of its terms, and the interpretation of the rights and duties of the parties hereto, as well as any claim that may arise between you and Idea Tutors, without regard to any conflict of law provisions. You agree to submit to the personal jurisdiction and that venue for any issue not subject to arbitration shall be in the Circuit Court of the San Diego, State of California or the United States District Court for San Diego.