This Terms & Conditions agreement outlines the rules, policies, and expectations for working with Rath Tutoring, Inc. By purchasing or using our services, you agree to the terms outlined below.

TUTORING SERVICES AGREEMENT

This TUTORING SERVICES AGREEMENT (the “Agreement” or “Terms of Service”) sets forth the terms and conditions by which RATH TUTORING, INC., a California corporation (“Company” or “we” or “us”) provides it products or services to its clients (“Client” or “You”). This Agreement may refer to the Company or Client each a “Party” and collectively as the “Parties”. You should review this Agreement before purchasing any product or service from us.

This Agreement may be provided you to upon logging into your account on our website www.rathtutoring.com (the “Website”), in which case, this Agreement shall be effective on the date you click “ACCEPT.”

This Agreement may also be provided to you in connection with a payment request form (the “Payment Request”), to which this Agreement is attached (and which is incorporated herein by this reference), in which case, this Agreement shall be effective on the date you pay the amount stated in the Payment Request.

BY CLICKING “ACCEPT OR SUBMITTING PAYMENT IN CONNECTION WITH A PAYMENT REQUEST, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THE TERMS OF THIS AGREEMENT AND AGREE THAT YOU WILL BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT MAKE ANY PURCHASES FROM US. BY CLICKING “ACCEPT” OR SUBMITTING PAYMENT, YOU AGREE TO THE FOLLOWING:

1. SERVICES

Engagement of Services. Client hereby engages Company to provide the education services described in the Client’s Payment Request (the “Services”), which is incorporated herein by this reference. Any additional or modified services that may be requested by Client from time to time shall be described in a subsequent statement of work and signed by both Parties (each a “SOW”). Each such SOW (which may be in printed or email form), once agreed upon by both Parties shall be incorporated herein by this reference and made a part of this Agreement.

Scheduling & Cancellations. Unless otherwise mutually agreed upon in advance, all Services are provided via video call (each a “Session”). Prior to the start of the Services, the Parties shall work together to schedule each of the purchased Sessions, and shall agree upon the duration of each. If Client wishes to cancel any Session, Client must provide Company with at least twenty-four (24) hours advance notice to avoid any charges for the Session. If Client does not provide such timely notice, Client shall be responsible for paying the full Session fees.

Performance. Company shall use its best efforts to provide the Services, and shall devote as much time as it determines is reasonably necessary to provide the Services. Company shall control the manner and means in which the Services are provided, so long as they conform to Client’s requirements under the Payment Request.

Tutors. Company shall assign a qualified tutor to Client (the “Tutor”), who will be responsible for the providing the Services during the Sessions. Company shall also assign a Program Manager to Client (the “Manager”), who will be responsible for all other communications regarding the Services, including scheduling, re-scheduling or cancelling any Sessions, payment questions, etc. If Client is not satisfied with the assigned Tutor, Client shall notify the Manager directly, and the Manager will attempt to provide a replacement Tutor. However, a replacement shall not in itself give the Client the right to any refunds for Services. All Tutors are instructed not to exchange contact information with a Client or to engage in direct communications with Clients outside of the Sessions. If a Tutor attempts to exchange contact information or contacts Client outside of a Session, Client shall notify the Company immediately.

Third Parties. Client acknowledges that some aspects of the Services may be performed by third-party contractors, agents or workers (including but not limited to the Tutors), under the direction and at the sole discretion of Company.

Session Recordings. Client acknowledges and understands that each of the Sessions shall be recorded, and Client further grants Company the express permission to record the Sessions. Such recordings shall only be used internally by Company for the sole purpose of monitoring the quality and performance of the Services. Such recordings shall be treated in accordance with Company’s Privacy Policy, which can be found at: https://www.rathtutoring.com/privacy.

Terms of Use. In addition to this Agreement, other policies apply regarding the use of our website and our collection of data. Our Terms of Use govern and apply to all persons who access or use our website www.rathtutoring.com, including any software, features, content, functionality, other services or products offered there. Our Privacy Policy explains our practices for collecting and using information, which governs and applies to all information we collect from you, including but not limited to information you provide during registration, or otherwise. Each of the foregoing policies are incorporated into this Agreement by this reference, and by agreeing to this Agreement, you are also agreeing to those policies. If you do not agree to the Terms of Use and Privacy Policy, you must not sign this Agreement or otherwise use our Services.

2. PAYMENT

Fees. As consideration for the Services, Client shall pay Company the fees stated in the Payment Request (the “Fees”). Client shall pay the Fees in advance, and Company shall not commence any Services until all Fees due are paid in full. If Company provided Client any Services prior to the Effective Date, for which the Fees are not included in this Agreement, Client shall promptly pay Company for all such fees, at Company’s standard hourly rates.

Additional Services. Any services outside those listed in the Payment Request (including but not limited to additional services, changes, additions, etc.), shall be subject to additional fees. If such a scenarios arise, Company shall notify Client of the additional fees, and the Parties shall communicate in good faith to find a mutually agreeable solution.

3. CONFIDENTIALITY & INTELLECTUAL PROPERTY

Confidential Information. During the course of the Services, the Parties may receive, review, discuss or develop information considered by the other Party to be confidential. Confidential information means any information, documents or materials disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”), pursuant to the Services, either directly or indirectly, and whether or not specifically identified as confidential (“Confidential Information”). Confidential Information includes but is not limited to: Trade Secrets, Works, techniques, data, know-how, ideas, concepts, inventions, designs, materials, sales or financial information, pricing, reports, records, manuals, personnel or client information, vendor information, and all other information disclosed for the Services which is not generally available to the public, whether spoken, printed, electronic or in other tangible or intangible form.

Confidentiality Obligations. All Confidential Information is the sole and exclusive property of Disclosing Party. During the Term and thereafter, each Receiving Party shall protect all Confidential Information with the same degree of care they use to protect their own Confidential Information, but no less than a reasonable degree of care. Receiving Party shall not: (a) Use Confidential Information for any purpose except as necessary for the Services; (b) Copy Confidential Information without prior written authorization of the Disclosing Party; (c) Disclose, communicate or make available, any Confidential Information to any other person or entity, without prior written authorization of the Disclosing Party; (d) Reverse engineer, disassemble or analyze any Confidential Information or use such Confidential Information for competitive purposes. However, Company may disclose Confidential Information to its employees, agents or contractors as necessary for the Services, and who are notified of and bound by the confidentiality obligations herein.

Trade Secrets. In providing the Services, Company may communicate to Client certain strategies, including but not limited to: educational strategies, ideas and concepts, program materials and learning techniques, the utilization and prioritization thereof, and other related work product or information (“Trade Secrets”). All Trade Secrets are, and shall remain, the sole property of Company and shall be maintained by Client as confidential.

Intellectual Property. Any and all intellectual property rights acquired or developed by Company (or its Tutors) prior to, during or after, the Term of this Agreement (including but not limited to copyrights, trademarks, trade secrets, patents, and other intellectual property rights and moral rights, as well all ideas, works of authorship, inventions, writings, business plans, products, services, research, development, specifications, financial information, production, designs, notes, graphics, web pages, databases, sales and marketing strategies, work product, and all other creative works of any kind) (collectively the “Works”), will be the sole and exclusive property of Company, and Client shall have no rights thereto. Nothing in this Agreement shall be construed to transfer or assign any such rights to Client.

Relationship of Parties. It is understood that Company’s relationship with Client is, and shall remain, that of an independent contractor. Unless otherwise agreed upon, Company shall furnish all labor, materials and equipment needed to provide the Services. Nothing contained in this Agreement shall create, or be construed to imply, a partnership, joint venture, agency, employer-employee relationship, or any other relationship between the Parties. Neither party is authorized to assume or create any obligation on behalf of or in the name of the other. Neither Party shall provide insurance coverage on behalf of the other Party or its personnel. Neither Party shall withhold any federal, state, or local income tax, or payroll tax, of any kind, on behalf of the other.

Injunctive Relief. A breach of any of the promises contained in this Section 3 will result in irreparable and continuing damage to each Party, for which there will be no adequate remedy at law, and the other Party will be entitled to injunctive relief and/or a decree for specific performance, as well as any other relief as may be proper.

4. WARRANTIES & INDEMNITY

Warranties. Client represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; and (b) shall be available for each Session during the course of Services.

Disclaimers. Client acknowledges the following: (a) While Company is confident in the skills and abilities of its Tutors, Company makes no representations or warranties regarding the success of the Services, and does not guarantee any specific testing or performance results; (b) Company is not responsible or liable for any of Client’s implementation or use of the Services; and (c) Company shall not commit its full time or exclusive efforts to the Services.

Indemnification. Client shall indemnify and hold harmless Company (and each of its managers, officers, employees, agents, owners, successors and assigns), from and against all third-party claims, demands, actions, or suits, of whatever kind and nature, whether threatened or actual, and all damages, losses, awards, liabilities, debts, settlements, costs, and expenses of any kind (including attorneys’ fees), arising out of or related to: (a) Client’s implementation of the Services; (b) any negligence, wrongful act or omission, by Client; (c) any damages or injuries caused, directly or indirectly, by Client; or (d) any breach or violation of this Agreement by Client.

Limitation of Liability. Company shall not be liable for any special, incidental, indirect, exemplary, consequential or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, loss of revenue or profit, loss of business or goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, that arise out of or in connection with this Agreement or the Services. Company will not be liable for any breach-of-contract damages suffered by Client that are remote or speculative, or that Company could not reasonably have foreseen upon entering into this Agreement. In no event shall the collective liability of Company (and its managers, officers, employees, agents, owners, successors and assigns), to any party in any claim arising out of or related to this Agreement, exceed the amount of fees paid by Client to Company pursuant to the Payment Request covering period in which the event giving rise to the claim occurred.

5. TERM & TERMINATION

Term & Termination. This Agreement shall start on the Effective Date, and continue until the date set forth in the Payment Request, unless earlier terminated in accordance with this Paragraph 7.1 (“Term”). However, if Company provided Client any Services prior to the Effective Date, the Term of this Agreement shall be deemed to have started as of the first date such Services were provided. Either Party may terminate this Agreement at any time by providing written notice to the other of their intention to terminate.

Rights Upon Termination. Upon termination of this Agreement for any reason: (a) Company shall provide no further Services for Client; (b) Client shall pay Company for all Services rendered, and all Fees incurred, up to and including the date of termination; (c) Client shall not be entitled to a refund of any pre-paid Fees; and (d) The Parties shall return, or destroy upon request, all Confidential Information received from the other Party.

Survival. Any provisions of this Agreement, which by their nature should survive expiration or earlier termination of this Agreement, shall survive such expiration or termination.

6. GENERAL PROVISIONS

Further Assurances. Upon request, the Parties agree to take such further steps, and execute such documents, as are reasonably necessary to effectuate the terms of this Agreement, at the expense of the requesting Party.

Governing Law & Forum. This Agreement shall be governed and construed under the laws of the State of California (within the U.S.), without regard to any conflict of law provisions therein. For any matter arising out of or relating to this Agreement, each Party agrees to the exclusive personal jurisdiction and venue in the state and federal courts, and arbitration forums, in the State of California, County of Orange, and irrevocably waives any objection thereto.

Penalties. If any payment or charge is declined or rejected, Client shall pay a $50 admin fee. If any Fees are not paid within thirty (30) days of any invoice, Client shall pay a late fee of $50 for every thirty (30) days in which the Fees remain unpaid. Client’s failure to timely pay any Fees when due hereunder, shall constitute a material breach of this Agreement, and upon such an occurrence Company may in its sole discretion, immediately terminate this Agreement, or suspend any Services, until the Fees are paid in full. A suspension or termination of Services does not automatically imply termination of this Agreement, and fees may continue to accrue as if no suspension or termination had occurred. Client shall reimburse Company for all of Company’s out-of-pocket costs and expenses (including its reasonable attorneys’ fees), plus all other reasonable expenses and costs of collection, incurred by Company in attempting to recover any such Fees from Client. For any dispute between the Parties arising under this Agreement, the prevailing party shall be entitled to an award of their costs and fees (including reasonable attorneys’ fees).

Notice. All notices permitted or required under this Agreement, to be effective shall be in writing, and sent to the other Party to such address as each Party may designate, by any of the following: (a) personal delivery, effective upon delivery; (b) overnight delivery, effective 2 days after placing with an overnight courier; (c) certified or registered mail, effective 3 days after placing in the US mail; or (d) by email, effective when the email is successfully sent.

Conflicts. If any conflict of terms arises between this Agreement and any attachments, this Agreement shall control.

Modification & Waiver. Any modification to this Agreement must be in writing signed by both Parties. The waiver of any provision of this Agreement by either Party will not operate or be interpreted as a waiver of any other provision, or waiver of the same provision on a subsequent date.

Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be deemed severable, and shall not affect the remaining provisions, which shall continue in full force and effect. Such provision, without further action by any Party, shall be deemed modified or limited to the minimum extent necessary to render it valid and enforceable in such jurisdiction.

Successors & Assigns. This Agreement and the rights and obligations thereunder shall bind and inure to the benefit of the Parties, and their successors and assigns. Neither Party may assign its rights, or delegate its performance, hereunder without the written consent of the other Party, which consent shall not be unreasonably withheld.

Force Majeure. Company shall not be liable or deemed in breach of this Agreement, for any delay or failures in performing its obligations hereunder, which results from acts beyond its reasonable control (including war, fire, flood, earthquake, labor dispute, pandemic, terrorism, act of God, death, legal incapacity, or any law, order or regulation).

Authority & Counterparts. Each person signing this Agreement represents and warrants that they are duly authorized and have legal capacity to execute this Agreement, that the Agreement is valid, legal and binding on the party under which their signature appears. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties with regard to the subject matter hereof, and supersedes all prior understandings, representations, alleged warranties, statements, negotiations or agreements, whether verbal or written, with respect to the subject matter of this Agreement.