This Tutor Agreement (the " Agreement") is effective as of the date that you click the “I Agree” button on the web-based form associated with this Agreement (“Effective Date”). This Agreement is entered into by and between Mentored, LLC (“Mentored”), with an office at 910 Sylvan Avenue, Englewood Cliffs, NJ 07632, and you (“Tutor” or “You”). This Agreement governs Your ability to earn a fee from Mentored for posting listings (“Listing”) promoting Your tutoring services (“Tutoring Services”) to prospective students (“Students”) in the Mentored directory (“Directory”) located at www.mentored.com (the “Site”), and providing those Tutoring Services to Students that express an interest in Your Listings. This Tutor Agreement shall be governed by all applicable Site agreements including, without limitation, the Mentored Website Terms and Conditions and Mentored Privacy Policy (collectively, the “Site Agreements”). This Agreement is hereby incorporated into the Site Agreements, and any and all terms and conditions contained therein shall apply to this Agreement. Where there is a conflict between the terms and conditions of this Agreement and those of the Site Agreements, the applicable Site Agreements shall govern in all respects unless stated herein to the contrary.
1. Engagement/Independent Contractor.
Mentored hereby engages You to render, as an independent contractor, certain online Tutoring Services to Students accessing the Directory and associated Mentored educational platform (“Platform”) during the Term (as defined below). You accept this engagement pursuant to the terms and conditions set forth herein, and hereby certify that You are legally eligible to work in the United States of America. Tutor shall devote such time, attention and energy to the Tutoring Services described herein as is required. However, Tutor shall not be precluded from engaging in any other business activity during the Term, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. As an independent contractor, Tutor shall have the sole and complete direction over the manner of performance of the Tutoring Services and the method and manner of obtaining Mentored’s desired results, subject to Mentored’s general satisfaction as to the manner of performance and conduct of Tutor and the other provisions of this Agreement. For purposes of clarity, Mentored shall have no liability or responsibility for the acts or omissions of Tutor in the performance of the Tutoring Services or any other activities of Tutor. Tutor will not be considered for any purpose, under this Agreement or otherwise, an employee of Mentored. Tutor shall not be entitled to receive any of the benefits which employees of Mentored may be accorded by reason of employment (by way of example only, medical coverage, life insurance, retirement benefits, and the like). Mentored shall have no obligation to withhold or pay any income taxes, social security taxes, unemployment taxes, or similar obligations with respect to its independent contractor relationship with Tutor. Tutor shall be responsible for the payment of any and all taxes and the satisfaction of all governmental (whether local, state or federal) obligations which may arise by virtue of any payments made by Mentored to Tutor under this Agreement. Notwithstanding any other provision in this Agreement, if a competent government authority should assert that Mentored is responsible for making any source deductions or other payments on monies paid to Tutor, then Mentored shall be entitled to start making such source deductions and unless the parties agree otherwise at that time, to deduct an amount equal to any source deduction or retroactive assessment, together with any costs, penalties and expenses (including legal fees and costs) incurred by Mentored related to such assertions or deductions, from any amounts then payable by Mentored to Tutor under this Agreement. Tutor hereby agrees to indemnify Mentored, its directors, officers and employees, for any such amounts that are not recovered by Mentored by way of set-off as described above, within thirty (30) days after she/he receives a written demand for these amounts from Mentored.
2. Term/Termination.
This Agreement commences on the Effective Date and shall continue until terminated by either party as set forth herein (the “Term”). Mentored may terminate this Agreement at any time, and for any reason, in its sole discretion by written notice (with e-mail considered sufficient written notice) to You. Tutor may cancel her/his Mentored account (“Account”) at any time by following the instructions set forth on the Site and/or e-mailing Mentored at info@mentored.com. We will not refund Monthly Fees (as defined below) paid prior to the termination date and Tutor will remain liable for any unpaid charges previously billed to that Tutor’s Payment Method (as defined below).
3. Platform Fees.
Upon completing the applicable registration form associated with Your registration as a Tutor and providing information pertaining to the credit card, or other payment method (where available,) that You would like to use to pay for Your access to the Platform as a Tutor (“Payment Method”), Your Payment Method will be charged the applicable monthly amount on a periodic, recurring basis every month that Your Account remains open (“Monthly Fee”). You acknowledge and agree that Mentored will not obtain any additional authorization from You for these recurring Monthly Fee payments. Every time that You use the Site, Platform or other Mentored offerings, You re-affirm that Mentored is authorized to bill to Your Payment Method account and to have the Monthly Fees applied to same. ALL CHARGES ARE FINAL AND NON-REFUNDABLE. You are responsible for paying any sales, use or other taxes related to Your use of the Platform and payment of Monthly Fees hereunder.
The Monthly Fees will appear on Your Payment Method statement through the identifier “Mentored / Paypal”. All prices provided by Mentored are quoted in U.S. Dollars, are payable in U.S. Dollars and are valid and effective only in the United States. Failure to use the Platform and/or Site does not constitute a basis for refusing to pay any of the associated Monthly Fees. Subject to the conditions set forth herein, You agree to be bound by the billing and pricing provisions of Mentored in effect at any given time. Upon reasonable prior written notice to You (with e-mail sufficing), Mentored reserves the right to change its billing and pricing provisions whenever necessary, in its sole discretion. Continued use of the Platform after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the billing and pricing provisions shall not apply to any charges incurred prior to the applicable amendment or modification.
Mentored’s authorization to provide and bill for access to its Platform, and the associated ability to post Listings to the Directory, is obtained by way of Your electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency.
Upon registering to become a Tutor on the Platform, Mentored may permit You to access the Platform in order to provide Tutoring Services to Students on a trial basis prior to Your payment of the Monthly Fee (as defined below) (“Trial Period”). The Trial Period will commence when You have submitted all of the requisite registration forms, completed the background check process, performed any other actions required by Mentored and scheduled time to provide Tutoring Services in connection with the Platform (the “Start Date”). However, in order to receive payment for any time that You have spent providing Tutoring Services to Students via the Platform during the Trial Period, You must “activate” Your account by paying the Monthly Fee within two (2) weeks of the Start Date. Once the Monthly Fee has been paid, You will be eligible to receive payment for all the time spent by You providing Tutoring Services during the Trail Period, and through the remainder of the month. If You do not pay the Monthly Fee within two (2) weeks of the Start Date, Mentored may suspend Your account and withhold any payment for time that You spent providing Tutoring Services during the Trial Period, until Your Monthly Fee has been paid. If, after ninety (90) days, You have not activated Your account by paying the Monthly Fee, all payments associated with the time spent providing Tutoring Services during the Trail Period will be forfeited.
4. Proprietary Rights, Inventions and New Ideas.
(a) Definition. For purposes of this Agreement, the term “Subject Ideas or Inventions” includes any and all ideas, processes, trademarks, service marks, inventions, designs, technologies, computer hardware or software, original works of authorship, formulae, discoveries, patents, copyrights, copyrightable works products, marketing and business ideas, and all improvements, know-how, data, rights, and claims related to the foregoing that, whether or not patentable, which are conceived, developed or created which: (i) relate to Mentored’s current or contemplated business activities including, without limitation, the Site, Directory and Platform; (ii) relate to Mentored’s actual or demonstrably anticipated research or development; (iii) result from any Tutoring Services or other work performed by Tutor hereunder; (iv) involve the use of Mentored’s equipment, supplies, facilities or trade secrets; (v) result from or are suggested by any work done by Tutor at Mentored’s request, or any projects specifically assigned to Tutor; and/or (vi) result from Tutor’s access to any of Mentored’s memoranda, notes, records, drawings, sketches, models, maps, customer lists, research results, data, formulae, specifications, inventions, processes, equipment or other materials (collectively, “Mentored Materials”).
(b) Mentored Ownership. All right, title and interest in and to all Subject Ideas and Inventions, shall be held and owned solely by Mentored, and where applicable, all Subject Ideas and Inventions shall be considered “works made for hire,” as defined under the Copyright Act of 1976, as amended. Tutor shall take all actions deemed necessary by Mentored to protect Mentored’s rights in and to the Subject Ideas and Inventions. In the event that the Subject Ideas and Inventions shall be deemed not to constitute works made for hire, or in the event that Tutor should otherwise, by operation of law, be deemed to retain any rights (whether moral rights or otherwise) to any Subject Ideas and Inventions, Tutor agrees to assign to Mentored, without further consideration, Tutor’s entire right, title and interest in and to each and every such Subject Idea and Invention.
5. Confidentiality.
The parties acknowledge that the Tutoring Services to be performed by Tutor during the Term are unique and, as a result of Tutor’s engagement hereunder, Tutor will be in possession of Confidential Information (as defined below ) relating to the business practices of Mentored. Tutor agrees not to directly or indirectly, use, communicate, disclose or disseminate to any person, firm, or corporation any Confidential Information regarding the clients, customers, products, or business practices of Mentored acquired by Tutor during Tutor’s relationship with Mentored, without the prior written consent of Mentored.
Definition of “Confidential Information.” For purposes of this Agreement, the term “Confidential Information” shall mean any and all information (verbal and written) relating to Mentored or any of its business activities including, but not limited to, information relating to: the Site, Directory, Platform, Students, Student information, customers, customer information, customer lists and prospects, customer requirements or other terms of customer or supplier contracts or proposals, pricing, marketing, lending and sales strategies, product development or implementation, product sourcing, servicing, delivery, product performance information, product technical information, product know-how, development strategies, research projects, implementation, computer programs, designs, technology, systems, software, equipment, inventory, ideas, analyses, processes, formulae, compositions, data, techniques, services used, improvements, inventions (whether patentable or not), works of authorship, business and product development plans, management policies, accounting practices and techniques, personnel lists and information, risk management and fraud prevention, employment and payroll information, forecasts, budgets, trade secrets, and management or other business strategies or policies. Failure by Mentored to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information under the terms of this Agreement. Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (a) was demonstrably known (with reasonable evidence) by Tutor prior to receiving the Confidential Information from Mentored; (b) becomes rightfully known to Tutor from a third-party source under no obligation to Mentored to maintain confidentiality; © is or becomes publicly available through no fault of or failure to act by Tutor in breach of this Agreement; or (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise required to be disclosed by law, after advising Mentored and allowing it to seek protection of any Confidential Information. At all times during and after the Term, absent Mentored’s prior written consent in each instance, Tutor will not disclose or communicate any Confidential Information to any competitor or other third party, or use or refer to any Confidential Information for any purpose, or remove Confidential Information or Mentored Materials from Mentored’s premises, Site, Directory and/or Platform.
Return of Company Property. Upon termination of this Agreement, Tutor will immediately return (or certify the destruction of) all Mentored Materials, other company property and Confidential Information, as well as any and correspondence files, business files, products, prototypes, customer and prospect lists, customer information, price lists, product lists, software, manuals, technical data, forecasts, budgets, notes and other materials that contain any of this material or information, and Tutor will not retain any copies of those materials or information, as applicable. Tutor understands that these provisions apply even to information of this type that is developed or conceived by Tutor, alone or with others, at Mentored’s instruction or otherwise. Tutor also understands that these provisions apply to all information that Tutor may receive that is confidential or proprietary to any third party that does business with Mentored.
6. Representations and Warranties/Background Check.
Tutor represents and warrants that: (a) Tutor has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Tutor’s undertaking the contemplated relationship with Mentored; (b) the performance of the Tutoring Services, as well as any and all interactions with Students and prospective Students (collectively, “Interactions”), contemplated by this Agreement do not and will not violate any applicable law, rule or regulation (including, without limitation, the Children’s Online Privacy Protection Act, as amended (“COPPA”), the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”), state e-mail, deceptive marketing and privacy laws including, but not limited to, the Michigan Children’s Protection Registry and the Utah Child Protection Registry; © Tutor will not use in the performance of her/his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity; (d) Tutor has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement; (e) Tutor possesses expertise in and knowledge of the educational subject matter that Tutor offers Tutoring Services in, and Tutor’s Tutoring Services shall be accurate and responsive to Students’ needs; (f) Tutor will perform the Tutoring Services in a professional and workmanlike manner, in accordance with industry standards; (g) the Tutor Content (as defined below) will not infringe upon any proprietary, intellectual property or other right of any third party; and (h) Tutor will abide by the rules, guidelines and policies established by Mentored from time-to-time including, without limitation, those listed in Section 7 below.Tutor agrees that prior to the provision of Tutoring Services to any Student, she/he shall be subject to a duly authorized background check. Tutor shall not be eligible to provide Tutoring Services if her/his background check is found to be non-satisfactory for any reason by Mentored, in its sole discretion. Background checks typically take approximately two (2) weeks to complete after all of the necessary information is provided by Tutor. Any delays in providing complete information to Mentored will delay the background check which could potentially result in the potential delay of Tutor’s start date or potentially result in Tutor being unable to perform Tutoring Services altogether.
7. Additional Obligations of Tutor.
You agree that You are solely responsible for the Listings that You publish by and through the Site, Directory and Platform, as well as the content that You communicate, transmit and/or post in connection with Student Interactions (collectively, “Tutor Content”). By submitting Tutor Content by and through the Site, Directory and Platform, You: (a) represent and warrant that Mentored’s use of Your submission does not and will not breach any agreement, violate any law or infringe upon any third party’s rights; (b) agree that Mentored is free to use in any manner all or part of any such Tutor Content or other materials in perpetuity, on an unrestricted basis without the obligation to notify, identify or compensate You or anyone else; © represent and warrant that all claims made in connection with Your Tutor Content are true, verifiable and accurate; and (d) grant Mentored all necessary rights, including a waiver of all copyright, trademark, privacy and moral rights, to use all Tutor Content, in whole or in part, or as a derivative work, without any duty by Mentored to anyone whatsoever.Tutor may not engage in any activity or post any Tutor content that violates any of the terms below. Engaging in any of the prohibited practices set forth below shall be deemed a material breach of this Agreement and may result in the immediate termination of Tutor’s access to the Site, Directory and Platform, with or without notice, in the sole discretion of Mentored. Mentored reserves the right to pursue any and all legal remedies against You where You engage in any of the following prohibited conduct and/or report such activities to law enforcement authorities, as Mentored deems appropriate. In connection with Your Interactions, Listings and other Tutor Content, You agree not to make available any material, or take any action, that:is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;harasses or stalks another person, or advocates same;impersonates any person or entity;harvests or collects personal information of Students or other users of the Site whether or not for commercial purposes, without their express consent;exploits people in a sexual or violent manner;contains nudity, excessive violence or offensive subject matter or contains a link to an adult or otherwise objectionable website;posts information that poses or creates a privacy or security risk to any person;constitutes or promotes information that You know is false or misleading;promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them;involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming” or “spamming”;contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page) or solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other users;furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities;involves commercial activities and/or sales without prior written consent from Mentored such as contests, sweepstakes, barter, advertising or pyramid schemes;includes a photograph or video of another person that You have posted without that person’s consent;violates or attempts to violate the privacy rights, publicity rights, copyrights, patent rights, trademark rights, contract rights or any other rights of any person;displays any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information or other personally identifiable information of any third party;involves the use of viruses, bots, worms or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer ora computer network;interferes with, disrupts or creates an undue burden on the Mentored networks or servers associated with the Site, Directory and/or Platform;displays any unauthorized commercial advertisement(s) on Your profile;constitutes accepting payment or anything of value from a third person in exchange for Your performance of any commercial activity other than as expressly authorized hereunder; anduses the Site, Directory and/or Platform, or providing Your Tutoring Services, in any manner that is inconsistent with, or in violation of, any applicable law, rule or regulation.
8. Entire Agreement and Amendment.
This Agreement, together with the Site Agreements, contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof. This Agreement may be amended only by a writing signed by both parties.
9. Severability.
If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successors), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
10. Non-Waiver.
No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of Mentored, by an executive officer of Mentored or other person duly authorized by Mentored.
11. Remedy for Breach.
The parties hereto agree that, in the event of breach or threatened breach of this Agreement, the damage or imminent damage to the value and the goodwill of Mentored’s business will be immeasurable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that Mentored shall be entitled to injunctive relief against Tutor, including specific performance and without the requirement to post a bond or other security, in the event of any breach or threatened breach by Tutor, in addition to any other relief (including damages and the right of Mentored to stop payments hereunder which is hereby granted) available to Mentored under this Agreement or under law.
12. Agreement to Perform Necessary Acts.
Tutor agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement. Mentored will compensate Tutor for the time and reasonable expenses associated with performing such further actions as mutually agreed by the parties.
13. Assignment.
This Agreement may not be assigned by Tutor without Mentored’s prior written consent. This Agreement may be assigned by Mentored in its sole discretion to one of its affiliates, or in connection with a merger or sale of all or substantially all of its assets. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and Mentored’s successors and assigns.
14. Compliance with Law, Taxes.
In connection with her/his services rendered hereunder, Tutor agrees to abide by all federal, state, and local laws, ordinances and regulations including, without limitation, COPPA, CAN-SPAM, the Michigan Children’s Protection Registry and the Utah Child Protection Registry. Tutor agrees to pay all appropriate local, state and federal taxes in connection with her/his engagement hereunder.
15. Headings.
The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.
16. Governing Law/Venue/Attorneys’ Fees.
This Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Tutor agrees that the exclusive jurisdiction and venue of any action with respect to this Agreement shall be in the Supreme Court of New York for the County of New York or the United States District Court for the Southern District of New York, and each of the parties hereby submits to the exclusive jurisdiction and venue of such courts for the purpose of such action. The prevailing party in any litigation arising hereunder shall be entitled to recover from the other party all of its costs and expenses (including reasonable attorneys’ fees and court costs) incurred in connection with such litigation.
17. Indemnification.
You agree to indemnify and hold Mentored, its parents and subsidiaries, and each of their respective members, officers, directors, employees, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of or related to: (a) Your use of the Site, Directory and/or Platform; (b) Your breach of the Agreement; © any dispute between You and any Student, other tutor or third party; (d) Your Interactions, Listings and/or other Tutor Content; and/or (e) Your violation of any rights of another individual and/or entity. The provisions of this Section 17 are for the benefit of Mentored, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against You on its own behalf.
18. Electronic Signatures.
Tutor acknowledges and agrees that by clicking on the button labeled “I Agree” or such similar links as may be designated by Mentored to accept this Agreement, Tutor is submitting a legally binding electronic signature and is entering into a legally binding contract. Tutor acknowledges that Tutor’s electronic submissions constitute Tutor’s agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, TUTOR HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE, DIRECTORY AND/OR PLATFORM. Further, Tutor hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
19. Disclaimer of Warranties.
THE SITE, DIRECTORY, PLATFORM AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, MENTORED MAKES NO WARRANTY THAT THE SITE, DIRECTORY, PLATFORM AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; © WILL BE FREE OF HARMFUL COMPONENTS; AND/OR (D) WILL BE ACCURATE OR RELIABLE. THE SITE, DIRECTORY, PLATFORM AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. MENTORED WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE, DIRECTORY AND/OR PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MENTORED OR OTHERWISE THROUGH OR FROM THE SITE, DIRECTORY AND/OR PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
20. Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MENTORED SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MENTORED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE SITE, DIRECTORY, PLATFORM AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME; (B) ANY DISPUTE BETWEEN YOU AND ANY STUDENT, OTHER TUTOR OR OTHER THIRD PARTY; OR © ANY OTHER MATTER RELATING TO THE SITE, DIRECTORY, PLATFORM AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE MENTORED FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF MENTORED TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE SITE, DIRECTORY, PLATFORM AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME, MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MENTORED. ACCESS TO THE SITE, DIRECTORY AND/OR PLATFORM WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE LIABILITY OF MENTORED SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
I accept all of the terms and conditions of this Agreement by my electronic signature below.
I agree btn