SpeedyTutor’s Independent Tutor Agreement

This is a contract that is enforceable in court (“Agreement”) between SpeedyTutor, Inc. (“SpeedyTutor”) and you (“Independent Tutor”). In accordance with the Indiana Electronic Commerce Security Act and the Uniform Electronic Transactions Act (“UETA”), the parties expressly agree to enter into this Agreement by electronic means.

1. Permission to use the marketplace on SpeedyTutor. Independent Tutor acknowledges that SpeedyTutor runs an online marketplace that enables people looking for tutoring (each, a “Student” and collectively, “Students”) to find and hire tutors (each, a “Tutor” and collectively, “Tutors”). Subject to the terms and circumstances set out in this Agreement, Independent Tutor now requests authorization to utilize SpeedyTutor’s marketplace for the sole purpose of marketing his/her/its independent company. On the Site, Independent Tutor is not permitted to promote or offer to sell any products or services that are not specifically connected to the independent teaching business.
2. Status of Tutor. Independent Tutor accepts that SpeedyTutor merely acts as a marketplace on the internet where potential students can find and hire potential tutors. Additionally, Independent Tutor acknowledges that Independent Tutor is not directly or indirectly being hired by SpeedyTutor to perform any services at all, and that any use of Independent Tutor’s services through the SpeedyTutor website (the “Site”) is made solely by the Student who has chosen Independent Tutor through the Site to provide tutoring services (the “Tutor’s Student”). There is no partnership, joint venture, employee-employer, independent contractor, or franchisor-franchisee relationship between Independent Tutor and SpeedyTutor as a result of this Agreement, the Terms of usage, or usage of the Site. The parties expressly agree that Independent Tutor will run a separate company that offers tutoring services to Students. For the avoidance of doubt, Independent Tutor is not, and shall not at any time be deemed to be, an independent contractor or employee of SpeedyTutor for any purpose whatsoever, including, without limitation, the application of the Fair Labor Standards Act, Federal Insurance Contribution Act, Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state or local income tax law, any state workers’ compensation law, and any other applicable law.
3. Non-exclusivity. This Agreement is nonexclusive, as acknowledged by Independent Tutor and SpeedyTutor. For the avoidance of doubt, Independent Tutor shall, during the term of this Agreement, be free to engage in any other work or business, whether or not such other work is connected to tutoring or other instruction, and whether or not such other work is performed full-time, part-time, piecemeal, or in accordance with any other scheduling arrangement. Nothing in this clause prevents Independent Tutor from marketing or offering its services to the general public.
4. Hours/Cancellation Charge. Independent tutors are free to arrange their own schedules for meetings with students and work hours. In the case that a student cancels or does not show up for a session, Independent Tutor shall be solely responsible for deciding its own cancellation policy and/or fees (if applicable).
5. Platform Charge. Independent Tutor is solely responsible for setting its own session fees. Independent Tutor expressly consents to paying a fee for using the site (the “Platform Fee”) and grants SpeedyTutor permission to deduct the Platform Fee immediately from the money Independent Tutor receives from students on SpeedyTutor’s behalf. According to SpeedyTutor’s tutor payment policies, the Platform Fee will be set. Independent Tutor consents that Independent Tutor will never attempt to negotiate a direct fee with Students in exchange for the services delivered under this agreement.
6. System of Payment. The Independent Tutor commits to follow SpeedyTutor’s payment policies for tutors and promises not to try to circumvent them in any way or divert money that would otherwise be made payable to them by SpeedyTutor. The Independent Tutor shall confirm with SpeedyTutor that the prospective Student has provided SpeedyTutor with the necessary billing information before beginning tutoring sessions or meetings with any Student for any purpose. SpeedyTutor is not liable for payments made for sessions that are provided before a potential Student has the necessary billing information on file. Each time a tutoring session is over, the Independent Tutor must use the website to indicate how long it was in order for SpeedyTutor to start collecting the Independent Tutor’s fees. If a student asks for one, the independent tutor must also provide a list of the services rendered, only for the student’s use.
7. Expenses. Independent Tutor understands that any costs incurred by Independent Tutor in connection with providing the services under this agreement including, but not limited to, costs related to scheduling and conducting sessions, purchasing instructional materials and other items, and traveling will not be covered by SpeedyTutor 
8. Supplies. In order to execute any services provided to any Student under the terms of this Agreement, Independent Tutor acknowledges that SpeedyTutor will not supply any supplies, materials, or equipment.
9. Taxes. All taxes that are owed as a result of the services performed under this agreement by Independent Tutor are the responsibility of Independent Tutor. SpeedyTutor will not deduct (or otherwise allocate) any portion of an Independent Tutor’s fees for federal, state, local, or any other type of income tax or payroll tax.
10. Benefits. Independent Tutor agrees that since they are operating their own business, they are not currently (and never will be) entitled to join SpeedyTutor’s pension, health, or other fringe benefit plans.
11. Insurance. SpeedyTutor shall not obtain Workers’ Compensation Insurance for or on behalf of Independent Tutor. The Independent Tutor is aware that it is their duty to abide by any applicable Workers’ Compensation Law.  Furthermore, Independent Tutor is aware that it is Independent Tutor’s duty to secure any additional insurance coverage necessary for the services Independent Tutor renders hereunder.
12. Confidentiality. Independent Tutor understands that, while providing services, Independent Tutor will have access to data pertaining to students’ names, addresses, phone numbers, and other personally identifiable information (also known as “Confidential Information”). During the term of this Agreement and after, Independent Tutor acknowledges that Independent Tutor has a duty to keep all such Confidential Information in the strictest confidence and not to divulge it to any person, firm, or corporation or use it other than as necessary to perform the services under this Agreement.
13. Documents for Tutors. Independent Tutor agrees that SpeedyTutor may keep a copy of all documents produced by or acquired from Independent Tutor in connection with the services rendered herein (collectively, “Tutor Documents”) and utilize such copy only for administrative and/or record-keeping functions.
14. Clause of Indemnity and Hold Harmless. Independent Tutor consents to defend, indemnify, and hold harmless SpeedyTutor, its subsidiaries, affiliates, other independent contractors, and each of their respective directors, officers, employees, and agents from and against any and all claims, losses, expenses, costs, liabilities, and damages (including any legal fee and expenses), as well as any and all harms of any kind, whether immediate, indirect, or incidental in nature, arising from, connected to, or resulting from Independent Tutor’s performance. Independent Tutor is aware that SpeedyTutor provides a web-based marketplace where potential Students can meet potential Tutors. As a result, neither SpeedyTutor nor any of its users including, without limitation, Students or their parents/guardians make any claims to Independent Tutor regarding their suitability, character, or background. Nor does SpeedyTutor conduct any kind of background investigation on its users. When deciding whether to offer tutoring services to a potential Student, Independent Tutor is solely responsible for using Independent Tutor’s own standards, protocols, and/or judgment. Independent Tutor is aware of this and is responsible for performing any and all background checks and user references on potential students and other site visitors.
15. Assignment of Copyright. Articles, lessons, worksheets, tutorials, files, testimonies, reviews, submitted videos, blog posts, and other content provided by Independent Tutors on the Site are collectively referred to as “Site Content” and are not owned or licensed by SpeedyTutor. Any site content that Independent Tutor provides in connection with the site shall be regarded to be provided on a non-confidential basis unless otherwise stated below. Independent Tutor grants SpeedyTutor an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell, and publish any Site Content (including in digital form). SpeedyTutor shall be free to use or distribute such Site Content without restriction for any purpose. Independent Tutor represents and warrants that Independent Tutor has the necessary consents for the worldwide transfer and processing of any information that Independent Tutor may supply on the Site (among SpeedyTutor, its affiliates and third-party providers).
16. Assignment. Without SpeedyTutor’s express prior written agreement, Independent Tutor may not assign or transfer this Agreement.
17. Academic Integrity. In accordance with conduct policies of a school, university, academic institution, or place of employment, Independent Tutor agrees not to use the Site for academic dishonesty (such as finishing assignments, writing papers, taking tests on someone else’s behalf, or completing work in violation of those policies) or other misconduct involving a Student.
18. Deactivation of SpeedyTutor’s Platform. Anytime they want, Independent Tutors can delete their accounts.  For the following reasons, SpeedyTutor has the right to deactivate an Independent Tutor’s account:
    
    (a) Independent Tutor’s failure to pass the platform vetting criteria set forth by SpeedyTutor.
    (b) Independent Tutor misuses the Site or materially violates this Agreement, the SpeedyTutor Terms of Use, or the Tutor Payment Policies.
    (c) Misappropriation of Students by Independent Tutor from the Site for Independent Tutor’s Own Financial Gain.
    (d) The issuance of a restraining order or the conviction of any felony or misdemeanor that involves abuse, assault, sexual activity toward minors, fraud, larceny, or endangerment.
    (e) The Independent Tutor’s refusal to work cooperatively and in good faith to address repeated or excessive concerns from Students.
    (f) Independent Tutor repeatedly failing to reply to direct messages sent through Independent Tutor’s account in a timely manner. 
    (g) With 30 days’ written notice to the Independent Tutor, for any other reason or for no reason at all.  
19. Amendment. This Agreement may only be altered or updated in writing, by an officer lawfully authorized by SpeedyTutor and Independent Tutor, and with express reference to this Agreement as the subject of such amendment. According to the parties’ agreement, any update or modification made in accordance with this paragraph may be carried out electronically within the meaning of the UETA and the Indiana Electronic Commerce Security Act, provided that it otherwise complies with the guidelines in this section.
20. Severability. If any term, provision, covenant, or condition of this Agreement or any part thereof is held to be invalid, unenforceable, or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable, or void term, provision, covenant, or condition shall be deemed, without further action on the parties hereto, modified, amended, and limited to the extent required to render the same and the remainder of this Agreement legitimate, enforceable, and lawful.
21. Terms of Service are Incorporated. The SpeedyTutor Terms of Service are hereby incorporated into this Agreement.
22. The Rule of Law. This Agreement will be governed and construed in accordance with the substantive laws of the State of Indiana, without respect to conflict of law principles.
23. Arbitration. Any disagreement between the parties arising from this Agreement will be addressed through binding arbitration in line with the Arbitration provision in the SpeedyTutor Terms of Service.
24. Complete Agreement. This Agreement contains the parties’ entire agreement and understanding with regard to the subject matter hereof and supersedes, cancels, and annuls any prior or contemporaneous written or oral agreements, understandings, commitments, and practices between them with regard to the subject matter hereof, including all prior agreements, if any, between SpeedyTutor and Independent Tutor, which agreement(s) are hereby terminated and shall be of no further force or efficacy.