Independent Tutor Agreement

Independent Tutor Agreement

This is a legal agreement ("Agreement") between you, the Independent Tutor ("Tutor"), and WyzAnt, Inc. ("WyzAnt"). The parties expressly agree to transact and enter into this Agreement by electronic means within the meaning of the Uniform Electronic Transactions Act ("UETA").

1. Tutor status. Neither this Agreement, the Terms of Use, nor use of the WyzAnt website ("Site") creates an independent contractor, employee/employer, partnership, joint venture, or franchiser-franchisee relationship between Tutor and WyzAnt. It is the parties' intention that the Tutor will be an independent provider of tutoring services ("Independent Tutor") and not an independent contractor of WyzAnt or WyzAnt's employee for any purposes, including, without limitation, the application of the Fair Labor Standards Act minimum wage and overtime provisions, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state income tax law, or any local income tax law, any state workers' compensation laws, and any state unemployment insurance law. Tutor acknowledges that WyzAnt provides only an Internet-based marketplace for individuals seeking the services of a tutor to identify and retain the services of individuals seeking to provide tutoring services.  Tutor further acknowledges that WyzAnt does not directly or indirectly engage Tutor to render any services whatsoever and that any engagement of the Tutor's services through the Site is undertaken exclusively by the individual who has selected Tutor through the Site to provide tutoring services ("WyzAnt student").

2. Description of work. Tutor will be responsible for providing tutoring instruction ("Sessions"). The Tutor will retain absolute discretion as to the manner and means of carrying out Tutor’s tutoring services. Tutor shall determine Tutor’s own cancellation policy.

3. Non-exclusivity. Tutor and WyzAnt acknowledge that this Agreement is nonexclusive and Tutor is free to engage in and simultaneously perform any employment or other services during the pendency of this Agreement. Nothing herein precludes Tutor from advertising or providing Tutor’s services to the general public.

4. Hours. Tutor shall set Tutor’s own hours and schedule Tutor’s own Sessions. Tutor shall generally render services as needed to perform Tutor’s duties hereunder as set forth in the Description of Work.

5. Commission. Tutor determines and adjusts Tutor’s own hourly Session rate. Tutor shall receive that rate less a percentage paid to WyzAnt for its services. The percentage is based on the total number of Session hours Tutor has tutored to WyzAnt students as set forth in the Tutor Payment Policies.

Tutor shall be paid by a WyzAnt student who has retained Tutor through the Site through the WyzAnt payment processing system for any services rendered to WyzAnt students. Under no circumstances is Tutor to attempt to seek or receive compensation directly from WyzAnt students. Prior to commencing Sessions or meeting with WyzAnt students for any purpose, Tutor must verify with WyzAnt that the student has submitted appropriate billing information. WyzAnt 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 WyzAnt's website (https://www.wyzant.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 WyzAnt's Tutor Payment Policies.

6. Payment system. Tutor agrees to abide by WyzAnt’s Tutor Payment Policies. Tutor also agrees not to subvert the payment system or to divert funds ordinarily payable to Tutor through WyzAnt.

7. 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. WyzAnt will not be liable to Tutor for any expenses incurred in the rendition of services.

8. Supplies. Tutor will provide Tutor’s own supplies and equipment required to complete the tasks for which he was retained.

9. 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 WyzAnt on behalf of Tutor. Tutor understands that it is Tutor’s responsibility to pay any applicable taxes.

10. 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 WyzAnt.

11. Insurance. No Workers' Compensation Insurance shall be obtained by WyzAnt for Tutor. Tutor understands that it is Tutor’s responsibility to comply with the Workers' Compensation Law.

12. 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 WyzAnt 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.

13. 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 WyzAnt 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 WyzAnt acknowledges these materials belong to the Tutor.

14. Indemnity and hold harmless clause. Tutor agrees to indemnify and hold harmless WyzAnt, 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 WyzAnt offers an Internet-based marketplace for those seeking tutoring services to connect with those seeking to provide tutoring services. Accordingly, WyzAnt makes no representations to Tutor about the suitability, character or background of any WyzAnt user (including, without limitation, WyzAnt students or their parents or guardians), nor does WyzAnt perform any type of background check of users including, without limitation, WyzAnt students or their parents or guardians). It is Tutor's sole duty to exercise Tutor’s own judgment, protocols and/or standards when considering whether to engage in tutoring services with each student or client. Tutor understands and agrees that it is tutor’s responsibility to conduct any and all background and reference checks regarding other WyzAnt users. Tutor is never obligated by WyzAnt to pursue any tutoring opportunity.

15. Site content. Tutor acknowledges that all site content submitted by Tutor will be the property of WyzAnt and may be distributed by WyzAnt 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").

16. 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 WyzAnt.  At WyzAnt's sole, absolute and unfettered discretion, WyzAnt 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 WyzAnt all right, title and interest therein, including all copyrights, as well as all renewals and extensions thereto.

17. Term. This Agreement and the respective duties of the parties hereunder shall continue until terminated by either party in accordance with this Agreement.

18. Assignment. Tutor may not assign or transfer this Agreement without the prior written consent of WyzAnt.

19. Termination of relationship. Either party may terminate this Agreement for any reason at any time.

20. 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 WyzAnt, 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.

21. 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.

22. Incorporation of terms of use. The WyzAnt Terms of Use are hereby incorporated into this Agreement.

23. Terms of arrangement. WyzAnt 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 WyzAnt's administrative procedures.

24. Governing law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Illinois, without regard to conflict of law rules.

25. Arbitration. Any dispute between the parties related to this Agreement shall be resolved by binding arbitration in accordance with the Arbitration provision in the WyzAnt Terms of Use.

26. 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 WyzAnt and Tutor, which agreement(s) hereby are terminated and shall be of no further force or effect.

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