Independent Tutor Agreement

This Agreement is made between Superstudy LLC, a Massachusetts limited liability company (“Client”) with an address at 28 Church St #14, Winchester, MA 01890 and

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RECITALS

WHEREAS, Client has developed an online platform dedicated to (i) identifying tutoring opportunities to students and pupils at secondary and post-secondary institutions and programs, (ii) connecting tutors who are available to provide online tutoring services to such potential students and pupils, and (iii) allowing payment for tutoring services provided online by tutors to students using the online video features, whether in live or pre-recorded format (the “Platform”);

WHEREAS, Tutor is an individual with expertise in tutoring students and pupils in elementary, secondary and post-secondary environments who wishes to provide tutoring services using the Platform for a fee;

WHEREAS, Client proposes that Tutor use the Platform’s unique Tutoring feature to provide Tutor’s online tutoring services, which Superstudy format consists of a number of tutors providing their online tutoring services at established intervals. Within this structure, the Tutor is anticipated to use Tutor’s expertise in a given academic area to create Tutor’s own content and assistance to the students participating in the Tutoring;

WHEREAS, Client wishes that Tutor provide tutoring services and the Tutor wishes to provide his or her tutoring expertise through Client’s Tutoring Platform in accordance with the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties agree as follows:

1. Services to Be Performed:
   Tutor agrees to perform the following services: internet-based remote tutoring services to students (the “Services”) in the Tutoring format described above. Tutor shall provide the Services individually and shall not hire independent contractors, representatives, assistants or other personnel to provide the Services. Tutor shall not use the Platform other than to provide the Services and shall not use the Platform to propose offline tutoring services to students and pupils.
2. Payment:
   Payment for the services will be managed entirely through the payment system on the Platform. The Client will bill students directly for all tutoring services at rates determined solely by the Client (the “Tutoring Payment”). For Services rendered, the Client shall compensate the Tutor at a guaranteed flat rate of $61.20 for every hour of general academic tutoring completed, a flat rate flat rate of $76.50 for every hour of SSAT/ ISEE tutoring completed, and a flat rate of $91.80 for every hour of ACT/SAT preparation tutoring completed. The Client will remit the Tutor’s compensation via direct deposit through Gusto at the end of each calendar month. The Tutor acknowledges that the Client retains the difference between the Tutoring Payment and the Tutor’s flat rate compensation. Tutor agrees not to charge students any fees outside of the Platform for the Services rendered to the student.
3. Expenses:
   Tutor shall be responsible for all expenses incurred while performing services under this Agreement. This includes all costs incurred in acquiring teaching supplies, books, content, manuals and subscriptions and includes internet connection fees, taxes, benefits, phone expenses, meals, and all other expenses incurred by the Tutor to provide the Services under this Agreement.
4. Materials and Equipment:
   Tutor will furnish all materials, equipment, content and tools used to provide the services required by this Agreement.
5. Independent Tutor Status:
   Tutor is an independent contractor, and Tutor is not, nor shall Tutor be deemed, an employee of Client. In its capacity as an independent contractor, Tutor agrees and represents, and Client agrees, as follows:
   • (a) Tutor has the right to perform services for others during the term of this Agreement;
   • (b) Tutor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement, and agrees that all tutoring Services will be performed within the structure of the “Superstudy” format that is used on the Platform;
   • (c) The services required by this Agreement shall be performed by Tutor, and Client shall not hire, supervise, or pay any assistants, employees, agents or representatives to help Tutor;
   • (d) Tutor shall not receive any training from Client in the professional skills necessary to perform the services required by this Agreement; and
   • (e) Tutor shall not be required by Client to devote full time to the performance of the services required by this Agreement.
   Notwithstanding such independent contractor status, Tutor shall not violate any law in providing the Services, nor shall Tutor engage in any acts that would result in any liability to Client for Tutor’s actions or inactions, including in particular any criminal acts or conspiracy to commit any criminal acts, or any lewd, obscene or otherwise objectionable acts, and Tutor shall indemnify and hold harmless Client from any and all such actions and/or attempts to engage therein to the full extent of the law.
6. Business Licenses, Permits, and Certificates:
   Tutor represents and warrants that Tutor will comply with all federal, state, and local laws in carrying out the services to be performed under this Agreement.
7. State and Federal Taxes:
   Client will not withhold FICA (Social Security and Medicare taxes) from Tutor’s payments or make FICA payments on Tutor’s behalf, make state or federal unemployment compensation contributions on Tutor’s behalf, or withhold state or federal income tax from Tutor’s payments. Tutor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and self-employment (Social Security) taxes.
8. Benefits:
   Tutor understands that Tutor is not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.
9. Unemployment Compensation:
   Client shall make no state or federal unemployment compensation payments on behalf of Tutor. Tutor will not be entitled to such benefits in connection with work performed under this Agreement.
10. Workers’ Compensation:
    Client shall not obtain workers’ compensation insurance on behalf of Tutor. Tutor will cover any and all workers’ compensation insurance to the extent required by law.
11. Insurance:
    Client shall not provide insurance coverage of any kind for Tutor in connection with the performance of the services on the Client’s behalf. Tutor shall obtain all insurance and maintain such insurance during the entire term of this Agreement.
12. Indemnification:
    Tutor shall indemnify and hold Client, its subsidiaries, affiliates, employees and representatives, and their directors, officers, employees and agents, from and against any and all claims, losses, costs, liabilities, damages and expenses, whether direct or indirect, which result from or arise in connection with the Services provided under this Agreement.
13. Term and Termination:
    This agreement will become effective when signed by both parties and will terminate on the earlier of any of the following:
    • (a) Client may terminate this Agreement immediately upon written notice to Tutor in the event Tutor materially breaches this Agreement or violates any of the Terms and Conditions governing the use of the Platform;
    • (b) Either party may terminate this Agreement at any time by giving thirty (30) days’ written notice to the other party of the intent to terminate.
14. Entire Agreement:
    This is the entire Agreement between Tutor and Client. This Agreement supersedes all prior and contemporaneous understandings and agreements, written and oral, with respect to the subject matter hereof.
15. Modifying the Agreement:
    This Agreement may be modified only by a writing signed by both parties.
16. Resolving Disputes:
    Any dispute, controversy or claim arising out of or relating to this Agreement or the Tutor’s relationship with the Client shall be arbitrated in the City of Boston before one arbitrator mutually agreeable to both parties in accordance with the rules of JAMS then in effect. TUTOR HEREBY WAIVES ITS RIGHT TO A JURY TRIAL FOR ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TUTOR’S RELATIONSHIP WITH THE CLIENT.
17. Confidentiality:
    Tutor agrees that all student and personal information disclosed will be held in strict confidence and protected from unauthorized disclosure.
18. Tutor’s Proprietary Information:
    All tutoring materials developed by Tutor remain the sole property of Tutor. Tutor grants Client a non-exclusive, perpetual, royalty-free license to use or distribute the Tutoring Content in any medium.
19. No Partnership:
    This Agreement does not create a partnership relationship. Tutor does not have authority to enter into contracts or any other agreements or undertakings on Client’s behalf.
20. Assignment and Delegation:
    Tutor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Client’s prior written approval.
21. Applicable Law:
    This Agreement will be governed by the laws of the Commonwealth of Massachusetts.