Last Updated: August 20, 2022
This Tutor Services Agreement is part of the User Agreement between Tutors and Tuto Edu LLC (“Tuto,” “we,” “us,” or “our”), and it sets forth additional terms and conditions that are applicable to your access, registration, and use of the Platform in your capacity as a Tutor. Capitalized terms herein have the meaning set forth in the Agreement. To the extent of a conflict between any terms of this Tutor Addendum and any terms of the Agreement, the terms of this Tutor Addendum shall control.
1. Independent Contractor
Independent Contractor Status. It is the express intention of the parties to this Tutor Services Agreement that Tutor is an independent contractor and not an employee, agent, joint venturer or partner of Tuto for any purposes whatsoever. Tutor shall not be entitled to any benefits that Tuto may make available to employees from time to time. Tutor shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes and for maintaining adequate workers' compensation insurance coverage.
Performance of Services. Tutor shall have the right to control and determine the time, methods, manner and means of performing teaching services on the Platform (the “Tutor’s Services”). In performing the Tutor’s Services, the amount of time Tutor uses the Platform on any given day will be entirely within Tutor's control. Tutor will provide all equipment and supplies required to perform the Tutor’s Services, including supplying the electronic device to operate the App or the Site.
Teaching Discretion. In the performance of the Tutor’s Services, Tutor has the authority to control and direct the performance of the details of the Tutor’s Services, including the specific lessons or exercises used by Tutor in the execution of the Tutor’s Services. However, the Tutor’s Services contemplated by this Addendum must meet Tuto’s quality and service standards and shall be subject to Tuto’s general right of inspection and supervision.
Non-Exclusivity and Non-Solicitation. Tutor retains the right to contract with other companies or entities for his or her consulting services without restriction. Likewise, Tuto retains a reciprocal right to contract with other companies and/or individuals for consulting services without restriction. However, Tutor shall not directly or indirectly, either alone or in association with others, during the Tutor’s offering or provision of the Tutor’s Services on the Platform and for six (6) months thereafter, solicit, induce or attempt to induce, any Student to terminate his or her relationship or other engagement with Tuto and receive Tutor’s Services outside the App or the Site.
Scope of Authority. Tutor is not authorized to transact business, incur obligations, sell goods, receive payments, solicit orders or assign or create any obligation of any kind, express or implied, on behalf of Tuto or any of Tuto’s related or affiliated entities, or to bind in any way whatsoever, or to make any promise, warranty or representation on behalf of Tuto or any of Tuto’s related or affiliated entities with respect to any matter, except as expressly authorized in a writing signed by an authorized representative of Tuto. Tutor shall not use Tuto’s trade names, trademarks, service names or servicemarks without the prior written approval of Tuto.
Tax Return Filing. Tutor agrees to report income received from the Company for consulting services under this Agreement consistent with the reporting requirements of an independent contractor. Tutor's outside of Puerto Rico shall be solely responsible for reporting tax returns or obligations and hold harmless Tuto of said responsibility and possible liabilities for noncompliance.
Every Tutor has to pay a monthly subscription plan to use our learning management system platform. No refunds will be issued if the Tutor does not use the platform during the subscription period. If Tutor decides to cancel the subscription, the service will be suspended inmediatly. In consideration of Tutor’s performance of Tutor’s Services, Tuto shall pay to Tutor according to the rates set by the Tutor on its services or products. Payments will be made every 15 days and Tuto will retain a 16% commission. If in that period the Tutor has not sold services or products, Tuto will not issue any payment. All payment by Tuto to Tutor shall be made through a third-party payment processor (e.g. Stripe, PayPal) designated by Tuto in Tuto’s sole discretion. All payment terms and conditions are governed by your applicable agreements with the third-party payment system, as applicable. Tutor has all necessary rights in such account with the third-party payment processor to authorize Tuto to make payments to such account, and Tutor agrees that payments made to the account designated by Tutor on the Platform satisfies all of Tuto’s obligations hereunder. Tuto is not responsible for any issues that Tutor may experience with Stripe or any other third-party payment processor. If Tutor has any questions concerning the third-party payment processor and its practices, Tutor may contact the third-party payment processor directly.
3. Proprietary Information
Without limiting the Agreement, Tutor agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Tuto proprietary information, whether created by Tutor or others, which shall come into his custody or possession, shall be and are the exclusive property of Tuto to be used by Tutor only in the performance of his duties for Tuto and shall not be copied or removed from Tuto premises except in the pursuit of the business of Tuto. All such materials or copies thereof and all tangible property of Tuto in the custody or possession of Tutor shall be delivered to Tuto, upon the earlier of (i) a request by Tuto or (ii) the termination of the Agreement. After such delivery, Tutor shall not retain any such materials or copies thereof or any such tangible property.
Tutor’s obligations with respect to proprietary information of Tuto also extends to such types of information, materials and tangible property of customers of Tuto or suppliers to Tuto or other third parties who may have disclosed or entrusted the same to Tuto or to Tutor.
4. Student Data
Tutor understands that in the course of offering or providing Tutor’s Services to Students, Tutor may obtain personal information from Students, including without limitation access to recordings of Sessions, the Student’s age, geographic location (collectively, “Student Data”). Tutor agrees that he or she will only access or otherwise use or process Student Data solely to provide Tutor’s Services. Tutor may use or disclose Student Data for other purposes only if explicitly authorized by the applicable Student or as required by applicable law. Without limiting Tutor’s other obligations as a “controller” under the GDPR, and a “business” under the CCPA (if applicable to Tutor), Tutor agrees to secure and protect Student Data as required under applicable law.
5. Tutor Release
Tutor grants Tuto the right and permission to use in perpetuity, Tutor’s name, likeness, image, voice, recorded voice, appearance, recorded appearance (including through video or photography), biographical information, performance and/or testimonial(s) (collectively, “Appearance”) in any manner and in any media, now known or later developed, throughout the world, at any time, for the purpose of advertising and publicizing the Tuto’s products and services, without review, permission or compensation of any amount or kind whatsoever. Tuto shall have complete ownership of any recording, product, copy, presentation or other material or file containing or featuring Tutor’s Appearance (“Ad Product”), including copyright interests, and Tutor acknowledges it has no interest or ownership in the Ad Product (or any portion thereof) or its copyright. This grant includes without limitation the right for Tuto to edit, abridge, augment, title, or create a compilation from Tutor’s Appearance in whole or part as Tuto may elect in its sole discretion.
6. Content of Students Under the Age of 13
Tutor shall comply with the U.S. Children’s Online Privacy Protection Act (“COPPA”), 15 U.S.C. §§ 6501-6508, and the COPPA Rule, 16 CFR Part 312, when providing Tutor’s Services to Students Minor Students. As used herein, Minor Students shall be Students under the age of 13 in the United States, Students under the age of 16 in the European Union, and Students under the age of 14 in Spain or South Korea. In accordance with COPPA, the COPPA Rule, and this Agreement, Tutor shall not use any content or information obtained from Minor Students provided during video chat sessions, through messaging with Minor Students, or otherwise provided by Minor Students to Tutor or obtained by Tutor, except solely to provide Tutor’s Services to Minor Students. Tutor shall not disclose any content or information of or about Minor Students to any third parties other than Tuto, and Tutor agrees to delete or destroy any content or information of or about Minor Students upon request of Tuto.
Tutor acknowledges that any breach of this Agreement shall result in serious and irreparable injury to Tuto for which Tuto cannot be adequately compensated by monetary damages alone. Tutor agrees, therefore, that, in addition to any other remedy it may have, Tuto shall be entitled to enforce the specific performance of this Addendum by Tutor and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.
8. Other Agreements
Tutor hereby represents that, except as Tutor has disclosed in writing to Tuto, Tutor is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his consultancy with Tuto, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party. Tutor further represents that his performance of all the terms of the Agreement and the performance of Tutor’s Services as a Tutor of Tuto do not and will not breach any agreement with any third party to which Tutor is a party (including without limitation any nondisclosure or non-competition agreement), and that Tutor will not disclose to Tuto or induce Tuto to use any confidential or proprietary information or material belonging to any current or previous employer or others.
Tuto may make modifications to this Agreement at any time. Except as explicitly provided in this Agreement, such modifications will be effective as to existing Tutors after Tuto provides notice of the modifications, either through the Platform user interface or sent to the e-mail address associated with your user account; and when you opt-in or otherwise expressly agree to the modifications or a version of this Agreement incorporating the modifications. If you provide written notice that you do not accept a proposed modification or decline to expressly agree to a proposed modification Tuto may terminate the Agreement and your use of the Platform.