Independent Tutor Agreement
This is a legal agreement (“Agreement”) between you, the Independent Tutor (“Tutor”), and Ivy Answers. (“Ivy Answers”). The parties expressly agree to transact and enter into this Agreement by electronic means within the meaning of the Uniform Electronic Transactions Act (“UETA”).
Tutor shall be paid by an Ivy Answers student who has retained Tutor through the Site through the Ivy Answers payment processing system for any services rendered to Ivy Answers students. Under no circumstances is Tutor to attempt to seek or receive compensation directly from Ivy Answers students. Prior to commencing Sessions or meeting with Ivy Answers students for any purpose, Tutor must verify with Ivy Answers that the student has submitted appropriate billing information. Ivy Answers is not responsible for payments for Sessions given before a student has appropriate billing information on file. For student billing purposes, Tutor will report the length of each session completed through the Tutor’s administrative page on Ivy Answers’ management website (http://www.ivyanswers.teachworks.com). If requested by the student and for their use, the Tutor will enter a summary of service performed. Subject to the review by the student of the session times submitted, Tutor shall be paid in accordance with Ivy Answers’ Tutor Payment Policies.
9. Payment system. Tutor agrees to abide by Ivy Answers’ Tutor Payment Policies. Tutor also agrees not to subvert the payment system or to divert funds ordinarily payable to Tutor through IvyAnswers.
10. Expenses. Tutor is solely responsible for all costs and expenses related to the services provided hereunder including, but not limited to, expenses associated with preparing for and administering Sessions, educational materials and transportation. IvyAnswers will not be liable to Tutor for any expenses incurred in the rendition of services.
11. Supplies. Tutor will provide Tutor’s own supplies and equipment required to complete the tasks for which he was retained.
12. Taxes. Tutor is responsible for all federal, state, and/or local tax purposes. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld by Ivy Answers on behalf of Tutor. Tutor understands that it is Tutor’s responsibility to pay any applicable taxes.
13.Benefits. Tutor acknowledges that Tutor is engaged in an independent business and is not eligible to participate in any pension, health, or other fringe benefits plan of Ivy Answers.
14. Insurance. No Workers’ Compensation Insurance shall be obtained by Ivy Answers for Tutor. Tutor understands that it is Tutor’s responsibility to comply with the Workers’ Compensation Law.
15. Confidentiality. Tutor acknowledges that, during the performance of services, Tutor will have access to information relating to student’s identity, address, contact information, and other personal information or requests for services (“Confidential Information”). Tutor agrees that Tutor owes a duty to Ivy Answers and such third parties, during the term of this Agreement and thereafter, to hold all such Confidential Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services consistent with this Agreement.
16. Tutor documents. Tutor acknowledges that a copy of all documents created or received by Tutor in connection with the administration of services performed hereunder (“Tutor Documents”) may be retained by Ivy Answers and used for its administrative purposes. For purposes of this Agreement, Tutor Documents does not include materials solely associated with the teaching of Sessions including Session plans, notes, outlines, tests and homework and Ivy Answers acknowledges these materials belong to the Tutor.
17. Indemnity and hold harmless clause. Tutor agrees to indemnify and hold harmless Ivy Answers, its subsidiaries, affiliates, and their directors, officers, employees and agents, from and against any and all losses, expenses, costs, liabilities and damages (including any legal fee and expenses), any and all injuries, whether direct, consequential or incidental in nature, which result from, are connected with or arise out of the performance by Tutor of work performed in relation to this Agreement, including any act by Tutor inconsistent with Tutor’s status as an Independent Tutor.
Tutor understands that Ivy Answers makes no representations to Tutor about the suitability, character or background of any Ivy Answers user (including, without limitation, Ivy Answers students or their parents or guardians), nor does Ivy Answers perform any type of background check of users including, without limitation, Ivy Answers students or their parents or guardians).
18. Site content. Tutor acknowledges that all site content submitted by Tutor will be the property of Ivy Answers and may be distributed by Ivy Answers at the company’s sole discretion. Such content includes, but is not limited to, articles, lessons, worksheets, quizzes, tutorials, files, testimonials, reviews, video submissions, and blog entries (“Site Content”).
19. Copyright Ownership. Tutor acknowledges that the Site Content Tutor creates for use on the Site is being created by a Tutor as a “work made for hire” under the United States Copyright Act and, at all stages of development, the Site Content shall be and remain the sole and exclusive property of Ivy Answers. At IvyAnswers’s sole, absolute and unfettered discretion, Ivy Answers may make any changes in, deletions from, or additions to the Site Content. If for any reason the Site Content Tutor creates hereunder is determined at any time not to be a work made for hire, Tutor hereby irrevocably transfers and assigns to Ivy Answers all right, title and interest therein, including all copyrights, as well as all renewals and extensions thereto.
20. Term. This Agreement and the respective duties of the parties hereunder shall continue until terminated by either party in accordance with this Agreement.
21. Assignment. Tutor may not assign or transfer this Agreement without the prior written consent of Ivy Answers.
22. Termination of relationship. Either party may terminate this Agreement for any reason at any time.
23. Amendment. This Agreement may only be amended or modified by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Tutor and, on behalf of Ivy Answers, by its duly authorized officer. The parties agree that any amendment or modification hereunder may be transacted by electronic means within the meaning of the UETA provided that that any such amendments or modifications otherwise comply with the requirements in this paragraph.
24. Severability. If any term, provision, covenant or condition of this Agreement or part thereof, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable or void term, provision, covenant or condition shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable and lawful.
26. Terms of arrangement. Ivy Answers accepts a tutor as user for an indefinite period, subject to the provisions of this Agreement. Tutors have been removed from the website in the past for a material breach of this Agreement and for a failure to follow Ivy Answers’ administrative procedures.
27. Governing law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to conflict of law rules.
29. Entire agreement. This Agreement contains the entire agreement and understanding between the parties hereto in respect to the subject matter hereof and supersedes, cancels and annuls any prior or contemporaneous written or oral agreements, understandings, commitments, and practices between them respecting the subject matter hereof, including all prior agreements, if any, between Ivy Answers and Tutor, which agreement(s) hereby are terminated and shall be of no further force or effect.
By signing below, I affirm that I have read and understand this entire Agreement and agree to be subject to all of its terms and conditions, as well as the entirety of the Tutor Payment Policies.
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Document Name: Independent Tutor Agreement
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