Student Enrollment Terms and Conditions

These Student Enrollment Terms and Conditions (the “Enrollment Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of your child or legal minor for whom you are responsible (“you” or “your”), and Tutorfly Holdings Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, “Company” or “we” or “us” or “our”), setting forth the terms and conditions applicable to your enrollment in our tutoring program and the use of our teaching materials (collectively, the “Program”).

The Program is administered by tutors who are independent contractors and are not employees, agents, partners, joint venturers, or servants of the Company (each, a “Tutor”). The Program may include in-person attendance at (i) a designated Kip McGrath Education Center, namely, Kip McGrath Frisco located at 6363 Dallas Pkwy, Frisco, Texas 75034 (the “Center”); or (ii) a designated learning institution that we contract with.

We reserve the right to change these Enrollment Terms at any time, in whole or in part, in our sole and absolute discretion. Any amendment or modification to these Enrollment Terms shall be effective upon giving fourteen (14) days’ prior notice to you. Your enrollment and continued participation in the Program is expressly conditional upon your acceptance of these Enrollment Terms, as may be modified in the future.

1. Payment

(a) You agree to pay in full for your purchases of our products and services at the prices then in effect by credit card (Mastercard® or Visa®), bank account transfer, or another method as designated by us. If you have not paid any such amounts in full by their due date, you authorize us and our third party-payment processor to charge the balance to your payment method on file, regardless of whether the information associated with such payment method has changed, including but not limited to the expiration date of a credit card. We may receive updated information about your payment method from the issuing financial institution. You agree to pay all fees, taxes, charges, or payments applicable to any of your purchases. All payments shall be made in U.S. dollars. The Company may change its pricing from time to time.

(b) Upon enrollment in the Program, an advance lesson payment for at least one (1) session is required. Thereafter, payment for scheduled tutoring sessions is due at least seven (7) days before the session. For sessions scheduled less than seven (7) days in advance, we immediately charge the fee to your payment method on file. Further, your payment method on file will be charged immediately for one-time purchases of Company products, while subscription products will be billed on the same date each month.

(c) You are required to maintain at least one (1) valid credit card or bank account with sufficient funds on file at all times. If your payment method is declined or dishonored, you will be charged any associated costs and we may cancel your order. If you have a debit balance on your account, any tutoring lessons and/or access to the Program will be suspended until any amounts past due are paid in full. We will issue a receipt to your email on file upon confirmation of each payment. If your account becomes delinquent and we engage an attorney or collection agency to recover the unpaid amounts, you will be responsible for any associated collection fees.

2. Fees; Attendance; Cancelation of Tutoring Session

(a) The fees and pricing for scheduling tutoring sessions will be set forth on kipmcgrath.com (the “Site”) and may vary by Tutor and/or the specific offerings of your Program. We may update the tutoring session fees upon giving you thirty (30) days’ prior notice.

(b) The fees for scheduled tutoring sessions are due irrespective of whether you attend the lesson or not. If you cancel a tutoring session more than twenty-four (24) hours before the scheduled start time, you may reschedule the session at no cost. If you cancel the session less than (24) hours before the scheduled start time, you will still be charged for the session, will not be able to reschedule, and the lesson will automatically convert to a do-it-yourself (DIY) online lesson.

(c) Written reports regarding your attendance and performance in the Program are available upon request and payment of an applicable fee, which may vary from time to time. When requesting a written report, please provide the purpose for the report, the intended recipient(s), and a receipt date. The rates for such written reports may vary based on the inputted receipt date.

3. Changes to Enrollment; Cancelation; Refunds

Any changes you wish to make to your Program enrollment or bundle require fourteen (14) days’ prior notice, during which scheduled lessons will continue to be charged at the current rate. You may cancel your enrollment at any time with fourteen (14) days’ prior written notice, and applicable scheduled lessons during this period will still be billed at the current rate. Refunds will be issued upon request if you have prepaid for lessons and have a remaining balance after providing the required fourteen (14) days’ notice. Any eligible refund will be credited to your payment method on file. Except as stated above, all sales are final and no refunds will be issued.

4. Lessons

(a) The Program materials are designed to improve your proficiency in the relevant subjects. Tutor-based lessons are provided by a Tutor either at a Center or through the Site. On the other hand, homework and DIY lessons are designed for you to complete independently and do not include a Tutor. Online lessons are provided through the Site, and you will receive instructions, access codes, and passwords before your first online lesson. You agree to keep all passwords for accessing the Site secure and to not share your password or to otherwise allow any other person to use the Program resources purchased by you.

(b) We are not responsible for the unavailability of online programs (via the Site or otherwise) at any time. Due to the nature of the internet, students may occasionally experience difficulty accessing online programs locally. While we aim to minimize downtime for maintenance on the Site, we cannot guarantee constant access to online lessons. We will provide notice in advance for any scheduled downtime.

(c) Lessons are scheduled weekly, with regular and punctual attendance expected. If you arrive late for a tutoring session, the time the Tutor spends waiting for you will be counted as part of the session duration. We will inform you of any holiday periods included in your bundle (as applicable). If a scheduled lesson falls on a public holiday, it will automatically convert to a DIY lesson unless otherwise arranged. Homework is assigned for each lesson, and failing to complete it will affect the effectiveness of the tutoring. Tutoring sessions must be scheduled in advance and are subject to your Tutor’s availability. If you need to reschedule a tutoring session, please provide notice to your Tutor as soon as possible.

(d) If a Tutor cancels a tutoring session, you may reschedule the session, request another Tutor, or request a refund for that specific tutoring session. If you are receiving in-person instruction and the Tutor believes you may have an infectious illness, the Tutor may request you reschedule the session or complete it online.

(e) Company Tutors are not permitted to meet in-person with any minor without a parent or guardian present on-site, except in a public location or at a Center or designated learning institution in a room with a window and an unlocked door. If a Tutor arrives at a private location (any location other than those specified above) to provide tutoring services to a minor and a parent or guardian is not present, the Tutor will be unable to provide services and it will be treated as cancelation, for which you will be charged. If a Tutor is conducting a tutoring session at a private location and the parent or guardian of the minor student leaves, the Tutor will also leave at that time, and you will be charged for the entire session.

5. Prohibited Activities

(a) You will not make any direct payments to Tutors. Tutors contracted through the Program, including the Site, cannot be engaged outside the legal parameters set up by Company. Once a Company Tutor has been paired with a paying user for the purpose of tutoring, they must always record their tutoring sessions and process payments through the Company’s platform and may not continue the tutoring relationship outside of the Site. Failing to comply with these Enrollment Terms by going “off-platform” and receiving tutoring services from a contracted Company Tutor independent of the Company is grounds for your immediate removal from the Program and termination of any future Company services. Further, all referrals of Tutors to new students must be processed through the Company before tutoring services can be provided to the new student.

(b) You are prohibited from bringing any alcohol, illicit drugs, weapons, or potentially harmful objects or substances to any Center, regardless of whether you are licensed to carry any of the aforementioned items. You agree to adhere to all additional rules and conditions established by the Center or the designated learning institution to ensure the safety of all individuals.

(c) You will treat the Company's Tutors and other personnel with respect, refraining from using obscene language, making threats, engaging in harassment, making discriminatory or inappropriate remarks, causing disruptions within a Center, or failing to comply with these Enrollment Terms or the rules and conditions set forth by any Center or designated learning institution. Any harassment, annoyance, intimidation, or threats directed at Company employees or agents providing services to you will not be tolerated.

(d) You acknowledge and agree not to use the Company’s services for any purpose that violates academic honesty policies or other conduct policies of the Center, your learning institution, and/or other academic institutions. This includes, but is not limited to, hiring Tutors to complete assignments, write papers, take tests or otherwise do work on your behalf. You agree that the Company’s services are for the purpose of facilitating learning, not cheating.

6. DISCLAIMER; WAIVER; LIMITATION OF LIABILITY

The Program is designed to support your educational development, but we do not guarantee specific results. Each student responds differently, and your progress may vary, potentially not meeting your expectations.

THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING YOUR PROGRESS OR SUCCESS WHILE ENROLLED IN OR USING THE PROGRAM. YOU ACKNOWLEDGE THAT YOUR ABILITIES MAY NOT IMPROVE OR MAY NOT MEET YOUR EXPECTATIONS.

YOU AGREE TO RELEASE THE COMPANY, INCLUDING ITS SUBSIDIARIES AND AFFILIATES, FROM ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND, WHETHER ARISING IN AN ACTION FOR CONTRACT, TORT, UNDER STATUTE, OR OTHERWISE, OUT OF OR IN CONNECTION WITH THE PROGRAM.

THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ARISING FROM OR RELATED TO THE PROGRAM SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE PROGRAM OR, AT THE COMPANY’S DISCRETION, THE PROVISION OF THE SAME PROGRAM AGAIN AT NO ADDITIONAL CHARGE. FURTHER, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER THAT MAY OCCUR DURING A TUTORING SESSION BETWEEN A TUTOR AND YOU IF NO PARENT OR GUARDIAN IS PRESENT DURING THE TUTORING SESSION.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

7. Non-Solicitation; Intellectual Property

(a) For purposes of these Enrollment Terms, (i) “Contracted Tutor” means any person who is, or was within the prior twelve (12) months of any alleged or attempted Soliciting Activities (defined below), a Tutor with which the Company has contracted with; (ii) “Student” means any person who is, or was within the prior twelve (12) months of any alleged or attempted Soliciting Activities a student, client, or customer to whom the Company provides goods or services; and (iii) “Restricted Period” means during the term of your enrollment in the Program with the Company and for one (1) year following the termination of your enrollment in the Program for any reason.

(b) During the Restricted Period, you (individually, or through or on behalf of any legal guardian, individual, business, partnership, corporation, association, or other entity) shall not, in any capacity or for anyone other than the Company, directly or indirectly:

  1. induce, recruit, solicit, entice, or attempt to induce, recruit, solicit, or entice (collectively, the “Soliciting Activities”) any Contracted Tutor or Student to terminate, alter, or limit its relationship with the Company;
  2. interfere with or attempt to interfere with the Company’s Contracted Tutor(s) or Student(s) or otherwise divert or attempt to divert business from the Company;
  3. perform any Soliciting Activities to any person or entity, who (1) is, or was within the prior twelve (12) months of the alleged or attempted Soliciting Activities, an employee, representative, agent, or independent contractor of the Company, or (2) you come into contact with directly as a result of your relationship with the Company, or encourage such person or entity to terminate its employment or independent contractor relationship with the Company, other than pursuant to general advertisements.

(c) You acknowledge and understand that we own or license the right to use all Program techniques and materials (both online and print), including but not limited to, handbooks, course materials, content, code, software, data, videos, and session transcripts, as well as copyrights, trademark rights, and any other intellectual property rights related to your Program (collectively, the “Intellectual Property”). You agree not to use, disclose, reproduce, modify, copy, sell, publish, communicate, perform, or distribute to any third party any Intellectual Property without our written permission. You agree not to infringe on any intellectual property rights related to the Intellectual Property. You further agree to use such information solely for your personal, non-commercial use. The Company reserves the right to terminate these Enrollment Terms, as well as the provision of the Program and tutoring services, immediately if it becomes aware that you have breached this Section.

8. Data Privacy

(a) We may record online lessons for child protection, training, and monitoring purposes. If you do not want your online lessons recorded, please let us know.

(b) We collect, use, hold, and disclose your personal information (including but not limited to, your name, address, telephone number, and contact information) to provide the Program services to you, facilitate payment for such services, and manage otherwise manage the relationship. If you refuse to disclose such information, you may not be eligible to receive the Program or any related services. We may also disclose your information to our subsidiaries, affiliates, employees, contractors, vendors, or service providers to facilitate the provisions of the Program and related services, respond to your inquiries, or as otherwise required in connection with our suppliers and other commercial relationships.

(c) We will collect, hold, use, and disclose your personal information in accordance with the Privacy Policy available on the Site, which sets forth how you may access and correct the personal information that we hold about you and explains how to lodge a complaint relating to our handling of your personal information.

9. Complaints

If you have any concerns or complaints about the services provided at any Center or by any Tutor, please contact the management of the Center or our corporate office directly at info@tutorfly.org.

10. Indemnity

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, AGENTS, PARTNERS AND EMPLOYEES, HARMLESS FROM AND AGAINST, ANY LOSS, DAMAGE, LIABILITY, CLAIM, OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ENROLLMENT IN OR USE OF THE PROGRAM, AND/OR ARISING FROM A BREACH OF THESE ENROLLMENT TERMS, AND/OR ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE. NOTWITHSTANDING THE FOREGOING, COMPANY RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY COMPANY, AND YOU AGREE TO COOPERATE, AT YOUR EXPENSE, WITH COMPANY’S DEFENSE OF SUCH CLAIMS. COMPANY WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING WHICH IS SUBJECT TO THIS INDEMNIFICATION UPON BECOMING AWARE OF IT.

11. Term; Survival

These Enrollment Terms shall remain in full force and effect while you are enrolled in the Program or otherwise utilizing the Company’s services. Any provisions of these Enrollment Terms that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of these Enrollment Terms, shall be deemed to survive for as long as necessary to fulfill such purposes.

12. Enforceability

It is the desire and intent of the parties hereto that the provisions of these Enrollment Terms shall be enforced to the fullest extent permissible under the laws and public policies applied in Texas. Accordingly, if any particular provision of these Enrollment Terms shall be adjudicated to be invalid or unenforceable, then such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made.

13. Entire Agreement

These Enrollment Terms and the Privacy Policy located on the Site sets forth the entire agreement of the parties hereto in respect of the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, of the parties and by any officer, employee or representative of any party hereto in respect of such subject matter. The Privacy Policy on the site is hereby incorporated into these Enrollment Terms by reference.

14. Governing Law; Venue

THESE ENROLLMENT TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS). WITH RESPECT TO ANY DISPUTES OR CLAIMS NOT SUBJECT TO INFORMAL DISPUTE RESOLUTION OR ARBITRATION (AS SET FORTH BELOW), ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE THE TERMS OF THESE ENROLLMENT TERMS SHALL BE BROUGHT IN THE COURTS OF COLLIN COUNTY, TEXAS.

15. Informal Resolution

To expedite resolution and control the cost of any dispute, controversy or claim related to these Enrollment Terms (each, a “Dispute”), you and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. The thirty (30) day period begins upon written notice from one party to the other.

16. Arbitration

(a) If you and Company are unable to resolve a Dispute through informal negotiations, either you or Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Collin County, State of Texas. Except as otherwise provided in these Enrollment Terms, you and Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

(b) You and Company agree that any arbitration shall be limited to the Dispute between Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. For the avoidance of doubt, you agree not to join or initiate any class action, collective action, or representative action in any form.

(c) You and Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of the Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither you nor Company will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and Company agree to submit to the personal jurisdiction of that court.

17. Notices

All notices, requests and other communications to any party hereunder, except where expressly stated, shall be in writing, and shall be sufficient if delivered personally or sent by registered or certified mail, postage prepaid, return receipt requested, or delivered electronically with confirmation of transmission (provided that Tutor’s direct supervisor is also notified electronically with confirmation of transmission), addressed as follows:

If to Company: Tutorfly Holdings Inc.
6363 Dallas Parkway
Suite 109
Frisco, TX 75034
Email: info@tutorfly.org

If to Tutor: At the address and/or email address below or that you provided during the registration process.

18. Miscellaneous

The failure of Company to exercise or enforce any right or provision of these Enrollment Terms shall not operate as a waiver of such right or provision. The section titles in these Enrollment Terms are for convenience only and have no legal or contractual effect. These Enrollment Terms and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control.

19. Acceptance of Enrollment Terms

By indicating your acceptance below, you: (a) agree to be bound by these Terms and Conditions; (b) acknowledge that you have read these Enrollment Terms in full; (c) represent that you are at least eighteen (18) years of age; and (d) represent have legal authority to agree to these Enrollment Terms on behalf of yourself or the applicable legal minor. For the avoidance of doubt, if you are less than eighteen (18) years of age, you must have a parent or legal guardian accept these Enrollment Terms on Your behalf.

Please indicate your acceptance to these Enrollment Terms below.

[Signature Acceptance to Follow]

Signature:
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Name:
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Name of Student:
__________________________________
Address:
__________________________________
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Email:
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