STANDARD ASSIGNMENT ORDER TERMS AND CONDITIONS
PLEASE REVIEW THESE TERMS AND CONDITIONS IN THEIR ENTIRETY. WHEN YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY SUBMITTING OR ACCEPTING AN ASSIGNMENT ORDER, YOU WILL BE LEGALLY BOUND BY THEM. IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, DO NOT SUBMIT OR ACCEPT AN ASSIGNMENT ORDER.
These Standard Assignment Order Terms and Conditions (the “Assignment Order Terms”) govern all Assignment Orders (“Assignment Orders”) between or among registered services Tutors (“Tutors”) and Students of their services (“Students”) using the AssignmentMe website and software platform (the “Platform”). The Students and Tutors who use the Platform to purchase and offer services have agreed, as a condition of registration, to abide by the Student Terms and Conditions, Tutor Terms and Conditions, and the terms of the AssignmentMe User Agreement (collectively the “Platform Agreements”). Capitalized terms used below have the meaning set forth in the Platform Agreements unless otherwise indicated.
- Assignment Order Process.
These Assignment Order Terms are incorporated into each Assignment Order that is submitted by a Student and accepted by a Tutor. These Assignment Order Terms, together with any accepted Assignment Order, are a binding contract between the Student and Tutor.
Each Assignment Order posted by a Student shall state: (a) a title; (b) the category; (c) a description of the services; (d) the budget for the service; (e) the skills required for the services; and (f) any other specific terms included by the Student.
1.2 Acceptance or Changes.
Any Tutor may accept an Assignment Order or make a counteroffer. A Student may accept or reject such counteroffer.
1.3 Binding Agreement.
Upon acceptance of an Assignment Order by a Tutor, or upon a Student’s acceptance of Tutor’s counteroffer, a legally binding agreement exists between such Tutor and Student, and the terms of that Assignment Order as modified shall govern the provision of services between the Student and Tutor.
- Payment Terms.
Tutor will be paid for the services at the rates stated in the Assignment Order, subject to deduction of fees payable to AssignmentMe for use of the Platform. No other fees, benefits, or compensation of any kind shall be payable to Tutor. Tutor will only be paid after Tutor: (a) has completed all services stated in the Assignment Order, (b) has verified that the services have been completed using the Platform, and (c) the Student has accepted the services via the Platform and otherwise made no complaints concerning the nature, quality, or timeliness of the work performed by Tutor. All payments to a Tutor for services performed will be facilitated by AssignmentMe on behalf of a Student.
- Independent Contractor Status.
Tutor is an independent contractor and not an employee of Student. No agreements by or among Student or Tutor shall be construed to create an employment, partnership, joint venture, or agency relationship. For purposes of verifying its independent contractor status, each Tutor expressly represents and warrants that:
3.1 Tutor and its employees possess the specialized skills and experience necessary to perform the services for any Student to whom it offers its services;
3.2 Neither AssignmentMe nor any Student will provide Tutor with any training, direction, or similar assistance with the services;
3.3 Tutor has the right to determine the manner in which the services will be performed consistent with Tutor’s experience and specialized skills;
3.4 Tutor will not be paid for any additional business expenses that Tutor incurs in providing the services unless the Assignment Order expressly states otherwise, including any office, travel, and telephone expenses; and
3.6 Tutor will be responsible for the management of any employees or subcontractors working for it and, without limiting the generality of the foregoing, will be responsible for payment to the proper authorities of all federal, state, or provincial unemployment insurance premiums or taxes, required workers compensation premiums, any pension plan contributions required by any jurisdiction where work is performed, employment expenses for any of Tutor’s employees and for deduction and remittance of all income tax due for Tutor and any of its employees.
- Proprietary Rights.
All right, title and interest, including copyright and other intellectual property rights in and to any data, information, ideas, concepts or material provided by a Student to a Tutor for use in performing services are and shall remain a Student’s property (“Student Content”). Each Student grants each Tutor who performs services a non-exclusive, non-transferable license during the term of an Assignment Order to reproduce, display and perform Student Content solely in connection with the performance of the services under such Assignment Order. Student Content shall be considered Confidential Information of a Student.
Any Confidential Information disclosed to, received, or accessed by a Tutor shall be used solely for the purposes of performing the services under the Assignment Order, and shall not be disclosed to any third party without the express, written consent of the Student. The Tutor will be obligated to protect all Confidential Information which is disclosed orally or in written form and is identified as confidential or proprietary when disclosed. These Assignment Order Terms impose no obligation upon a Tutor with respect to any information which the Tutor can establish by legally sufficient evidence: (a) was in the possession of, or was known by, the Tutor prior to its receipt from a Student, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Assignment Order Terms; (c) is obtained by the Tutor from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the Tutor without the use of Confidential Information and without the participation of individuals who have had access to any Confidential Information. The Tutor’s confidentiality obligations with respect to the Confidential Information shall survive the termination of the applicable Assignment Order and will continue for a period of five (5) years, except for obligations regarding any trade secret information, which shall survive indefinitely.
- Warranties and Representations.
In addition to any other warranties and representations set forth in these Assignment Order Terms, each Tutor warrants and represents that:
7.1 The use of any Work Product delivered to any Student will not violate any law or regulation, or violate or infringe upon the rights of any other party, including, without limitation, contractual rights, intellectual property rights, publicity and privacy rights and the rights against libel, defamation and slander.
7.2 Tutor has reached the age of majority and is eligible to contract in the jurisdiction in which the services will be performed.
7.3 Tutor has authority to enter into these Assignment Order Terms and to perform all of Tutor’s obligations hereunder.
7.4 Tutor shall perform the services in a workmanlike manner, with professional diligence and skill, and in compliance with all applicable laws. The services and any Work Product shall meet any applicable specifications or requirements stated in the applicable Assignment Order.
7.5 If Tutor resides or will perform work in the United States, Tutor will be eligible to provide the services under U.S. federal immigration law and any applicable rules of the United States Citizenship and Immigration Services Agency for the full term of these Assignment Order Terms.
7.6 In the performance of Services under this Agreement, Tutor shall comply with all applicable statutes, or ordinances, rules and regulations of any and all federal, state and municipal regulatory authorities, including all applicable state privacy and consumer protection statutes, ordinances, rules and regulations such as ERISA, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Family and Medical Leave Act, workers’ compensation laws, FICA and federal and state unemployment insurance laws, and all other federal, state and local laws, ordinances, regulations and codes.
- Limitation of Liability.
STUDENT’S MONETARY LIABILITY TO TUTOR UNDER THE ASSIGNMENT ORDER SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAYABLE TO SUCH TUTOR PURSUANT TO SUCH ASSIGNMENT ORDER, EXCEPT AS THIS LIMITATION IS SPECIFICALLY MODIFIED IN THE APPLICABLE ASSIGNMENT ORDER.
- Indemnification of Students.
TUTOR SHALL INDEMNIFY, DEFEND, AND HOLD THE STUDENT TO WHOM IT PROVIDES SERVICES HARMLESS FROM ANY AND ALL LOSSES, INJURIES, CLAIMS, DAMAGES, EXPENSES, AND CAUSES OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THE TUTOR’S PERFORMANCE OF THE SERVICES UNDER AN ASSIGNMENT ORDER, INCLUDING WITHOUT LIMITATION, LOSSES OR CLAIMS RESULTING FROM (A) THE TUTOR’S NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ANY REPRESENTATION, WARRANTY, OR OTHER OBLIGATION UNDER THESE ASSIGNMENT ORDER TERMS; (B) ANY ALLEGATION THAT THE STUDENT’S USE OF ANY WORK PRODUCT, INFRINGES OR VIOLATES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, OR OTHER THIRD PARTY INTELLECTUAL PROPERTY RIGHT; OR (C) ANY PERSONAL INJURY (INCLUDING DEATH) OR DAMAGE TO PROPERTY RESULTING FROM THE TUTOR’S OR THEIR AGENTS’ ACTS OR OMISSIONS.
- Indemnification of AssignmentMe.
BOTH TUTOR AND STUDENT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND ASSIGNMENTME FROM ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE ASSIGNMENT ORDER, INCLUDING ANY CLAIMS BY ANY THIRD PARTY OR GOVERNMENT AGENCY THAT TUTOR WAS MISCLASSIFIED AS AN INDEPENDENT CONTRACTOR OR EMPLOYEE, AND ANY CLAIM THAT ASSIGNMENTME WAS AN EMPLOYER OR JOINT EMPLOYER OF TUTOR, AS WELL AS CLAIMS UNDER ANY EMPLOYMENT LAWS, SUCH AS THOSE RELATING TO EMPLOYMENT TERMINATION, DISCRIMINATION, HARASSMENT OR RETALIATION, AS WELL AS ANY CLAIMS FOR OVERTIME PAY, SICK LEAVE, HOLIDAY OR VACATION PAY, RETIREMENT BENEFITS, WORKER’S COMPENSATION BENEFITS, UNEMPLOYMENT BENEFITS, OR ANY OTHER EMPLOYEE BENEFITS.
- Dispute Resolution.
If at any time a dispute, difference, or disagreement shall arise between a Student and a Tutor over any aspect of the performance or interpretation of an Assignment Order, such as a dispute over the quality of the Tutor’s work or the amount of compensation due, before any litigation or other formal legal action may be commenced either party may demand that the matter be submitted to an informal, non-binding dispute resolution process with AssignmentMe acting as a facilitator. No formal procedural or evidentiary rules will apply. Each party will have the opportunity to present their side of the dispute in the presence or simultaneous hearing of the other party and the AssignmentMe representative. The process will be conducted by telephone or other electronic means unless both the Tutor and the Student agree to an in-person process. Any in-person dispute resolution meetings will be held in Fort Worth, TX, unless AssignmentMe expressly agrees otherwise. If the parties are not successful in resolving their dispute within five (5) days following submission to AssignmentMe, the dispute resolution option outlined in this paragraph 11 expires.
These Assignment Order Terms shall be governed by the laws of the jurisdiction in which the Student resides. These terms shall be valid and enforceable to the fullest extent allowed by such laws. These terms shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns. Any express waiver or failure to exercise promptly any right under these terms will not create a continuing waiver or any expectation of non-enforcement. The Assignment Order, together with these Assignment Order Terms, states the entire agreement between a Tutor and a Student regarding the services to be provided pursuant to such Assignment Order. Any of these Assignment Order Terms which by their nature are intended to survive the completion of the services by a Tutor and the termination of the Assignment Order, shall survive such completion and termination.
Last modified: May 7th, 2018
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