Homework Helper App LLC Terms of Service

Last Updated: [5/2/2024]

These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Homework Helper app LLC, a New York limited liability company (collectively, “Homework Helper app LLC,” the “Company,” “we,” “us” or “our”) governing your use of The Homework Helper application (the “The Homework Helper App”).

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND COMPANY CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST COMPANY TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

By entering into this Agreement, and/or by using or accessing the Company Platform you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE COMPANY PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE COMPANY PLATFORM. If you use the Company Platform in another country, you agree to be subject to Company's terms of service for that country.

1. The Company Platform

The Company Platform provides a marketplace where, among other things, students (hereinafter, “Student”, “Students” or “User”) and tutors (hereinafter, “Tutor”, “Tutors” or “User”) (collectively, “Users”) can connect for same day and planned homework help and last-minute tutoring sessions (collectively, “Services”). The platform also provides the ability to browse and book Tutors in advance. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each Service provided by a Tutor to a Student shall constitute a separate agreement between such persons.

2. Modification to the Agreement

Company reserves the right to modify the terms and conditions of this Agreement, and such modifications shall be binding on you only upon your acceptance of the modified Agreement. Continued use of the Company Platform or Services after any such changes shall constitute your consent to such changes.

3. Eligibility

The Company Platform may only be used by individuals who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Company Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, and you agree that you are the sole authorized User of your account. To use the Company Platform, each User shall create a User account. Each person may only create one User account, and Company reserves the right to deactivate any additional or duplicate accounts. Your participation in certain Company programs and use of certain Company products or Services may be subject to additional eligibility requirements as determined by Company.

By becoming a User, you represent and warrant that you are at least 18 years old. Notwithstanding the foregoing, if you are the parent or legal guardian of a minor you may create a Company account for such minor to use the Company Platform subject to the following requirements and restrictions: (a) you determine that the Services are suitable for the minor, (b) you ensure that the minor does not request or accept any Services unless accompanied by you or an authorized guardian, or is granted permission in the parent portal settings (c) you explain the terms of this Agreement to the minor, and (d) you expressly guarantee the minor’s acceptance of the terms of this Agreement.

By creating a Company account for such minor, you hereby give permission and consent to the Agreement on the minor’s behalf, and you shall assume any and all responsibility and liability for the minor's use of the Company Platform as provided by the terms of this Agreement. You will be responsible for any breach of the above representations, warranties and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor.

4. Charges

As a student, you understand that request or use of Services may result in charges to you (“Charges”). Charges for Services include the Tutor’s rate, plus any additional disclosed charges. Company has the authority and reserves the right to determine and modify pricing by quoting you a price for a specific session at the time you make a request. Pricing may vary based on the type of Service you request. You shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

Fees and Other Charges.

“No Show” Fee. If you fail to appear for a requested session, you will be subject to a $20 no show fee.

· Cancellation Fee. To receive a full refund, you must cancel twelve (24) hours or more before the session booked. If you cancel within twelve (24) hours of the session, the refunded amount will account for a $10 cancellation fee.

· Facilitation of Charges. All Charges are facilitated through a third-party payment processor (e.g., Stripe, Inc.). Company may replace its third-party payment processor without notice to you. Charges shall only be made through the Company Platform. Your payment of Charges to Company satisfies your payment obligation for your use of the Company Platform and Services. Certain Charges may be collectively billed as a single purchase transaction to your selected payment method based on the payment frequency indicated in your settings. If you don't recognize a transaction, then check your session receipts and payment history.

· Credit Card Authorization. Upon addition of a new payment method or each session request, Company may seek authorization of your selected payment method to verify the payment method, ensure the session cost will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

5. Payments

If you are a Tutor, you will receive payment for your provision of Services. You will be paid via direct deposit through the third party, Stripe. As a Tutor, you receive $40 per hour plus possible cash bonuses.

6. Company Communications

By entering into this Agreement or using the Company Platform, you agree to receive communications from us or communications related to the Company Platform at any of the phone numbers provided to Company by you or on your behalf, including via e-mail, text message, calls, and push notifications. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Company and/or its affiliated companies, may include but are not limited to: operational communications concerning your User account or use of the Company Platform or Services, updates concerning new and existing features on the Company Platform, communications concerning marketing or promotions run by us or our third-party partners, and news concerning Company and industry developments. If you change or deactivate the phone number you provided to Company, you agree to update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” TO THE NUMBER FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE COMPANY PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM COMPANY (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” TO THE NUMBER FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE COMPANY PLATFORM OR RELATED SERVICES.

7. Your Information

Your Information is any information you provide, publish, or post to or through the Company Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Company-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Company Platform and participate in the Services. Our collection and use of personal information in connection with the Company Platform and Services is as provided in Company’s Privacy Policy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current, and complete information and that we may rely on your Information as accurate, current, and complete. To enable Company to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Company does not assert any ownership over your Information; rather, as between you and Company, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights, or other proprietary rights associated with your Information.

8. Promotions, Referrals, and Loyalty Programs

Company, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Company. Company reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Company determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. Company reserves the right to terminate, discontinue, or cancel any promotions or programs at any time and in its sole discretion without notice to you.

Currently, Company’s referral program provides you with incentives to refer your friends and family to become new Users of the Company Platform in your country (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement.

9. Restricted Activities

With respect to your use of the Company Platform and your participation in the Services, you agree that you will not:

impersonate any person or entity;

stalk, threaten, or otherwise harass any person, or carry any weapons;

violate any law, statute, rule, permit, ordinance, or regulation;

interfere with or disrupt the Company Platform or the servers or networks connected to the Company Platform;

post Information or interact on the Company Platform or Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;

use the Company Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

post, email or otherwise transmit any malicious code, files, or programs designed to interrupt, damage, destroy or limit the functionality of the Company Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;

forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Company Platform;

“frame” or “mirror” any part of the Company Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;

modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Company Platform;

rent, lease, lend, sell, redistribute, license or sublicense the Company Platform or access to any portion of the Company Platform;

use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Company Platform or its contents;

link directly or indirectly to any other web sites;

transfer or sell your User account, password and/or identification, or any other User's Information to any other party;

discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation;

violate any of the Referral Program rules if you participate in the Referral Program; or

cause any third party to engage in the restricted activities above.

10. Tutor Representations, Warranties and Agreements

By providing Services as a Tutor on the Company Platform, you represent, warrant, and agree that:

You will not attempt to defraud Company or Students on the Company Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity, we may withhold applicable Fees or other payments for the session(s) in question and take any other action against you available under the law.

You agree that we may obtain information about you, including your criminal records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

You will pay all applicable federal, state, and local taxes based on your provision of Services and any payments received by you.

11. Intellectual Property

All intellectual property rights in the Company Platform shall be owned by Company absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Company Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to us are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

The Homework Helper App and other Company logos, designs, graphics, icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Company in the United States and/or other countries (collectively, the “Company Marks”). The Company logo (or any Company Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Company Mark in a domain name or Company referral code, or use of a Company Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. Tutors may identify themselves as a Tutor on the Company Platform, but may not misidentify as Company, an employee of Company, or a representative of Company.

You acknowledge that Company is the owner and licensor of the Company Marks, including all goodwill associated therewith, and that your use of the Company logo (or any Company Marks) will confer no interest in or ownership of the Company Marks in you but rather inures to the benefit of Company. You agree to immediately cease any use that Company determines to be nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that use the Company Marks or any derivatives of the Company Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Company in writing; (2) use the Company Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Company Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Company’s rights as owner of the Company Marks or the legality and/or enforceability of the Company Marks, including, challenging or opposing Company’s ownership in the Company Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Company Marks, any derivative of the Company Marks, any combination of the Company Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Company Marks; (5) use the Company Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation, or standard. Company respects the intellectual property of others, and expects Users to do the same.

12. Disclaimers

The following disclaimers are made on behalf of Company, our affiliates, subsidiaries, parents, successors, and assigns, and each of our respective officers, directors, employees, and agents.

The Company Platform is provided on an “as is” basis and without any warranty or condition, express, implied, or statutory. We do not guarantee and do not promise any specific results from use of the Company Platform and/or the Services, including the ability to provide or receive Services at any given location or time. Company reserves the right, for example, to limit or eliminate access to the Company Platform for Services in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in law. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that your use of the Company Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Company Platform will be corrected, or that the Company Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Company Platform or Services.

We cannot guarantee that each Student or Tutor is who he or she claims to be. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Company Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Tutor or Student prior to engaging in an arranged service.

Company is not responsible for the conduct, whether online or offline, of any User of the Company Platform or Services. You are responsible for the use of your User account and Company expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish, or post to or through the Company Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Company Platform or through the Services. Please carefully select the type of information that you post on the Company Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized Users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Company or made available through the Company Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Company Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Company Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Company advises you to use the Company Platform with a data plan with unlimited or very high data usage limits, and Company shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Company Platform.

This paragraph applies to any version of the Company Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Company. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Company Platform. Company, not Apple, is solely responsible for the Company Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.

Company shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes, riots, or acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.

13. Indemnity

You will defend, indemnify, and hold Company including our affiliates, subsidiaries, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Company Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Tutors and Students, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Company Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

14. Limitation of Liability

IN NO EVENT WILL COMPANY, INCLUDING OUR AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, (COLLECTIVELY “COMPANY” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE COMPANY PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE COMPANY PLATFORM, SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT COMPANY HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN IN THIS AGREEMENT.

15. Term and Termination

This Agreement is effective upon your acceptance of this Agreement. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Company; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, Company may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services under applicable law, rule, permit, ordinance or regulation; (2) you fall below Company’s rating or cancellation threshold, detailed below, provided that in the event of a deactivation pursuant to (1) and (2) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Company’s reasonable satisfaction prior to Company permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Company’s satisfaction, this Agreement will not be permanently terminated.

Tutor’s will be suspended upon cancellation of more than three (3) sessions. Suspension will last for two (2) months. Tutors are only allowed one (1) suspension before termination.

16. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

The binding arbitration procedures contained in this Arbitration Provision are implemented in accordance with the philosophy and intent of the Federal Arbitration Act (9 U.S.C. Section 1 et seq.) ("FAA"), which is designed to encourage the use of alternative methods of dispute resolution and avoid costly and potentially lengthy traditional court proceedings. The binding Arbitration Provision is to be interpreted and enforced as authorized by the FAA. Parties interpreting this  shall follow the federal court rulings, which provide among other things that: (1) the FAA is a congressional declaration of liberal federal policy favoring alternate dispute resolution notwithstanding substantive or procedural state policies or laws to the contrary, (2) alternate dispute resolution agreements are to be rigorously enforced by state courts; and (3) the scope of issues subject to alternate dispute resolution are to be interpreted in favor of alternate dispute resolution. 

Therefore, with the exception of any claim with respect to sexual assault or sexual harassment, or any other claim prohibited from arbitration by Federal or State law, any dispute or controversy between Homework Helper app LLC (the “Company”) and you arising out of or relating to your use of The Homework Helper App (the “App”), including but not limited to disputes involving discrimination arising under common law, and/or federal, state and local laws, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Contracts Rules and Procedures then in effect, with the following exceptions, if in conflict: (a) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; (b) arbitration may proceed in the absence of any party if written notice (pursuant to the arbitrator’s rules and regulations) of the proceeding has been given to such party, and (c) the arbitrator shall provide written findings of law and fact. 

The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement.  

The arbitration proceeding shall be conducted in Nassau County, New York unless the parties mutually agree to another location. New York State law shall apply without regard for any conflict of law provision. 

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. 

17. Confidentiality

You agree not to use any technical, financial, strategic, and other proprietary and confidential information relating to Company’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, contact information, and photo (“Confidential Information”) disclosed to you by Company for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the Company Platform any User Information obtained from the Company Platform. In the event that you know a Student, you should not disclose to anyone the identity of the Student. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Company in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Company with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Company or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Company; becomes known to you, without restriction, from a source other than Company without breach of this Agreement by you and otherwise not in violation of Company’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Company to enable Company to seek a protective order or otherwise prevent or restrict such disclosure.

18. Relationship with Company

As a Tutor on the Company Platform, you acknowledge and agree that you and Company are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Company expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Company; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Company, and you undertake not to hold yourself out as an employee, agent, or authorized representative of Company.

Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts, or omissions. You retain the sole right to determine when, where, and for how long you will utilize the Company Platform. Company does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the Company Platform. You retain the option to accept or to decline a Student’s request for Services via the Company Platform, or to cancel an accepted request for Services via the Company Platform, subject to Company’s then-current cancellation policies. Company does not, and shall not be deemed to, require you to accept any specific request for Services as a condition of maintaining access to the platform. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Services to other companies, and that Company does not, and shall not be deemed to, restrict you from engaging in any such activity.

19. General

This Agreement shall be governed by the laws of the State of New York without regard to choice of law principles. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Company, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Company shall be given via email to Homework Helper app LLC, at rachel@homeworkhelperapp.org Any notices to you shall be provided to you through the Company Platform or given to you via the email address or physical address you provide to Company during the registration process. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Company with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the Company Platform or Services, please contact us at rachel@homeworkhelperapp.org