USER (TUTOR) TERMS AND CONDITIONS

TUTOR TERMS AND CONDITIONS

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT BY REGISTERING TO BECOME A USER OR BY USING THE ASSIGNMENTME PLATFORM. YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE, OR USE THE PLATFORM.

These Tutor Terms and Conditions (the “Tutor Terms”) state the terms and conditions between AssignmentMe, (“AssignmentMe,” “we,” “us,” or “our”) and users of the AssignmentMe website and software platform (the “Platform”) who register as services Tutors (“Tutor,” “you,” or “your”). Tutor and all other users are also subject to the terms of the AssignmentMe User Agreement (“User Agreement”), which is incorporated herein by reference. Capitalized terms used in these Tutor Terms which are not defined have the meaning stated in the User Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Except as provided in the “Arbitration Agreement and Class Waiver” in Section 17 below, we reserve the right to change the Tutor Terms at any time in our sole business discretion. Please check these terms regularly for changes. Your continued use of the Platform following the posting of any changes to the Tutor Terms will constitute your acceptance of and agreement to those changes.

1.2 Tutor is an independent contractor who uses the Platform to offer services and to perform work on specific projects for Students pursuant to Assignment Orders. AssignmentMe is not a party to accepted Assignment Orders or other service agreements between Students and Tutors. AssignmentMe has no responsibility for, control over, or involvement in the scope, nature, quality character, timing or location of any services performed by a Tutor under an Assignment Order.

1.3 Unless modified by Student through the Platform prior to proposal or by you pursuant to an accepted counteroffer, all Assignment Orders are governed by Standard Assignment Order Terms and Conditions accessible by following this link: https://assignmentme.com/?page_id=401

1.4 AssignmentMe is not an employer or joint employer of any Tutor. AssignmentMe is not responsible for the performance or non-performance of any Student or any Tutor. Each Tutor is solely and entirely responsible for the Tutor’s acts. Each Student is solely and entirely responsible for the Student’s acts and for the acts. AssignmentMe is not a party to any Assignment Order and is not bound by any terms of an Assignment Order.

1.5 Tutor is an independent contractor and is not an employee of AssignmentMe, as described in more detail below.

Nothing in this Agreement is intended or should be construed to create an employer-employee relationship, partnership, joint venture or franchisor/franchisee relationship between AssignmentMe and Tutor. Tutor agrees that Tutor will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving AssignmentMe that is inconsistent with AssignmentMe being an independent contractor (and not an employee) of AssignmentMe. Tutor is not an agent of AssignmentMe and Tutor is not authorized, and must not represent to any third party that Tutor is authorized to make any commitment or otherwise act on behalf of AssignmentMe.

Tutors will provide all materials that may be needed to perform any services pursuant to an Assignment Order. AssignmentMe will not provide any materials that may be needed for performing services pursuant to any Assignment Order. Further, Tutors are solely responsible for determining which Assignment Orders they will choose to accept, the terms of any counterproposal and the manner in which they will provide the services sought. AssignmentMe will not provide Tutor with any training or direction with regard to services provided and will have no control over the manner in which services are provided or the timing and location of the provision of services. Tutor has the right to determine the manner in which services will be provided to Student consistent with Tutor’s experience and specialized skills.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any Tutor from engaging in any other business activities, services or projects that are separate and distinct from any business activities that Tutor may conduct through the Platform.

Without limiting the generality of the foregoing:

2.1 Benefits and Contributions.

As an independent contractor, Tutor is not entitled to, or eligible for, any benefits that AssignmentMe, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because Tutor is an independent contractor, AssignmentMe will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf.

2.2 Taxes and other Withholdings.

For all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal, state and local laws, rules and regulations, Tutor is and will be treated as an independent contractor and not as a AssignmentMe employee. Accordingly, AssignmentMe will not withhold any employment taxes from any compensation paid to Tutor under this Agreement, and Tutor will be responsible for the payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of services through the Platform and/or under this Agreement by Tutor. Tutor agrees to indemnify, defend and hold AssignmentMe harmless from any costs, expenses, penalties or damages (including attorney’s fees) arising from Tutor’s failure to properly pay such taxes or contributions and/or AssignmentMe not withholding or remitting employment taxes or contributions relative to compensation paid to Tutor.

2.3 Insurance.

As an independent contractor, Tutor is not covered by any insurance that may be provided by the Company to its employees, including, without limitation, health insurance, workers’ compensation insurance, general liability insurance, and automobile liability insurance. Instead, Tutor is solely and exclusively responsible for Tutor’s own insurance.

Tutor acknowledges that the profile information for each Student available via the Platform is compiled and maintained by the Student themselves and not AssignmentMe. Tutor is responsible for conducting whatever investigation or verification of a Student’s profile information that Tutor deems necessary for purposes of entering into an Assignment Order with that Student. Tutor accepts Assignment Orders with any given Student at Tutor’s own risk. AssignmentMe will not conduct any investigation of a Student for Tutor.

4.1 The Platform allows Tutor to create a profile for viewing by prospective Students of their services. AssignmentMe does not own any information, text, data, or other content that Tutor submits, stores, or uses in the Tutor’s profile, including all Assignment Order information (the “Tutor Data”). Tutor shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Tutor Data.

4.2 Tutor grants AssignmentMe a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display Tutor Data in connection with its operation of the Platform and related business purposes. AssignmentMe will only use personally identifiable information of Tutor included in the Tutor Data for purposes of providing, improving and customizing the Platform, and to de-identify such Tutor Data as well as for any purpose set forth in the AssignmentMe Privacy Policy. Once AssignmentMe has de-identified Tutor Data, AssignmentMe may analyze, use and disclose such de-identified information for any purpose, including for marketing and advertising via the Platform interface, and as otherwise set forth in its Privacy Policy.

4.3 Tutor must enter information and data in the Platform for purposes of accepting and updating the status of Assignment Orders. All such Assignment Order information is the property of the applicable Student and Tutor.

5.1 The AssignmentMe Fee.

  1. AssignmentMe will charge you a fee for the access and use of the Platform (the ”AssignmentMe Fee“) which will be deducted directly from the amounts payable to you by a Student for services performed. The AssignmentMe Fee will be up to Fifteen Percent (15%) of the total amount payable to you pursuant to a completed Assignment Order. Tutor and AssignmentMe acknowledge that AssignmentMe may discount the AssignmentMe Fee based on the total dollar value of the Assignment Order. AssignmentMe’s fees are subject to periodic changes in its sole business discretion. Use of the Platform constitutes acceptance of AssignmentMe’s most current pricing.

 

  1. In the event that any jurisdiction imposes sales, use value-added, excise, or other taxes payable on account of payments to AssignmentMe, other than taxes on AssignmentMe’s own income (“Taxes”), AssignmentMe’s fees will be increased to cover such Taxes so that it receives a net amount equal to the full amount of the fees or other payment obligations that would otherwise have been payable under these Tutor Terms as if no such deduction or withholding was required.

5.2 Payment for Assignment Orders.

  1. Tutor will receive payment for the services provided by Tutor to the Student as stated in any applicable Assignment Orders, less any fees payable to AssignmentMe for use of the Platform as published from time to time. AssignmentMe will process payments from Students to Tutors for completed Assignment Orders. Tutor will be paid with funds deposited with AssignmentMe by Students. No other fees, benefits, or payments of any kind will be payable to Tutor.
  2. AssignmentMe will typically issue payments to Tutor on behalf of Students for Assignment Orders completed once approved by the applicable Student via the Platform.
  3. Tutor will only be paid after Tutor: (a) has completed all services stated in an Assignment Order, (b) has verified, via the Platform, that the services have been completed, and (c) the Student has accepted, via the Platform, the services.
  4. AssignmentMe reserves the right to withhold payment for any Assignment Orders until Tutor resolves any issues or disputes with a Student, or until AssignmentMe has actually received payment from a Student. Tutor acknowledges and agrees that AssignmentMe will have no liability to Tutor for payment for any services provided to a Student unless or until funds are deposited with AssignmentMe for the applicable Assignment Order and all disputes have been resolved. By entering into an Assignment Order, Tutor agrees to assume any risk that Student may withhold payment or dispute Tutor’s satisfaction of the terms of the Assignment Order.
  5. Once AssignmentMe pays Tutor on behalf of Student for a completed Assignment Order, any requests for refunds or warranty claims related to any services provided under an Assignment Order will be the responsibility of the Tutor. AssignmentMe reserves the right to offset any amounts payable to a Tutor by a Student in the event AssignmentMe is required to refund amounts to a Student as a result of services rendered by the Tutor.

 Tutor will be responsible for complying with any and all tax payment or reporting obligations that may be imposed by the laws of any legal jurisdiction as a result of amounts paid to Tutor for completed Assignment Orders. Tutor expressly agrees to indemnify and hold AssignmentMe and all Students harmless from any and all liability, costs, or damages arising from or based on any claim brought by any governmental entity seeking the payment of any taxes based on any services provided by Tutor or any of its employees, independent contractors, agents, or other authorized representatives.

AssignmentMe will use reasonable efforts to make sure the Platform is available for access and use by Tutor. Tutor acknowledges and agrees that AssignmentMe will not be liable for (a) any unavailability caused by acts or omissions of Tutor, any Students or other third parties, or caused by events outside AssignmentMe’s control; (b) problems with Tutor’s internet access or private computer network and equipment; and (c) AssignmentMe’s regularly scheduled maintenance work. AssignmentMe will use reasonable efforts to cause all maintenance to be completed between 10:00 p.m. and 6:00 a.m. U.S. Central Time, and to minimize any unavailability of the Platform, whether scheduled or not.

AssignmentMe will use reasonable efforts to make sure the Platform is available for access and use by Tutor. Tutor acknowledges and agrees that AssignmentMe will not be liable for (a) any unavailability caused by acts or omissions of Tutor, any Students or other third parties, or caused by events outside AssignmentMe’s control; (b) problems with Tutor’s internet access or private computer network and equipment; and (c) AssignmentMe’s regularly scheduled maintenance work. AssignmentMe will use reasonable efforts to cause all maintenance to be completed between 10:00 p.m. and 6:00 a.m. U.S. Central Time, and to minimize any unavailability of the Platform, whether scheduled or not.

AssignmentMe will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Tutor in accessing and using the Platform. Tutor is solely responsible for the security of all usernames and passwords that may be required to access and use the Platform. If the security of such information is comprised, Tutor agrees to promptly notify AssignmentMe.

Tutor will be responsible for all equipment, network, and other costs necessary for Tutor to access and use the Platform via the Internet.

AssignmentMe will not provide Tutor with any consulting or other similar services related to the use of the Platform or their performance of services to Students.

In performing and accepting services under these Tutor Terms, AssignmentMe and Tutor may exchange technical, product, financial, and business information which is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.

12.2 Obligations.
AssignmentMe and Tutor will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under these Tutor Terms. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for the purposes of these Tutor Terms, provided the person receiving the information has a confidentiality obligation to the disclosing party which is at least as stringent as the confidentiality terms of these Tutor Terms. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care.

12.3 Limitations.
These Tutor Terms impose no obligation with respect to information which: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Tutor Terms; (c) was obtained by the receiving party 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 receiving party without the use of Confidential Information.

12.4 Ownership.

Each party retains all intellectual property rights in and to its own Confidential Information.

12.5 Survival.

The confidentiality provisions of these Tutor Terms shall survive its termination for a period of five (5) years, except for the obligations of the parties regarding any trade secret information which shall survive indefinitely.

Tutor shall do all work for registered Students directly through the Platform only (or Private Network, as applicable), and shall not communicate with any Students, or Students’ clients, outside of the Platform for the purpose of avoiding any obligations under these Tutor Terms, including the obligation to pay the AssignmentMe Fee. For the term of these Tutor Terms and one year thereafter, Tutor shall not directly or indirectly: (a) solicit or accept employment or contract services from any AssignmentMe Student or Student’s clients, except for services to be performed pursuant to Assignment Orders via the Platform without the written consent of AssignmentMe; or (b) take any action which interferes with the relationship between AssignmentMe and any of its Students or Students’ clients.

These Tutor Terms commence when Tutor registers to use the Platform for the first time and they continue in force until terminated by either party. Tutor may terminate these Tutor Terms immediately upon notice to AssignmentMe at any time and for any reason. AssignmentMe may terminate these Tutor Terms immediately without any notice, at any time and for any reason. Upon termination by either party, Tutor’s right to access and use the Platform will cease immediately. Upon any termination, Tutor will not be relieved of the obligation to pay any fees due to AssignmentMe which accrued before the termination date. In addition to any other remedies it may have under these Tutor Terms, AssignmentMe reserves the right to suspend or terminate Tutor’s access to the Platform in order to protect AssignmentMe’s rights and interests. Any outstanding obligations of AssignmentMe to provide the Tutor with tax reports or Assignment Order payment information shall survive the termination of these Tutor Terms.

15.1 General.

AssignmentMe and Tutor each warrants and represents, as to themselves, that (a) they are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which it was formed (in the case of Tutors who are not individual persons); (b) they have full power and authority to execute, deliver, and perform these Tutor Terms; (c) these Tutor Terms have been duly authorized, executed, and delivered by and are their legal, valid, and binding obligations in accordance with the terms herein; and (d) obligations under these Tutor Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency.

15.2 Tutor Data.

Tutor represents and warrants that: (a) Tutor owns or has secured sufficient intellectual property rights to any and all Tutor Data that Tutor stores, accesses, and uses with the Platform; (b) the Tutor Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Tutor Data does not and will not contain a software virus or other harmful component.

15.3 Disclaimer.

EXCEPT AS SET FORTH EXPRESSLY IN THESE TUTOR TERMS, THE PLATFORM IS PROVIDED “AS IS.” ASSIGNMENTME DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION OR QUALITY OF THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ASSIGNMENTME DOES NOT WARRANT THAT THE PLATFORM WILL MEET THE USER’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR WEBSITES, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY ASSIGNMENTME WILL CREATE A WARRANTY REGARDING THE PLATFORM. NO AGENT OR EMPLOYEE OF ASSIGNMENTME IS AUTHORIZED TO MAKE ANY WARRANTY OBLIGATIONS ON BEHALF OF ASSIGNMENTME OR MODIFY THE LIMITATIONS STATED IN THIS SECTION 15.3.

AssignmentMe shall indemnify and hold Tutor, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any alleged conduct which would constitute a breach of the representations and warranties of AssignmentMe set forth herein; or (b) a claim that the use of the Platform (other than third party materials) infringes the copyright, trademark, or United States or Canadian patent rights of any third party. Upon notice of an alleged infringement or if in AssignmentMe’s opinion such a claim is likely, AssignmentMe shall have the right, at its option, to obtain for Tutor the continuing right to use the Platform, substitute other non-infringing functionality, or modify the Platform so that it is no longer infringing. THIS SECTION SETS FORTH ASSIGNMENTME’S SOLE AND EXCLUSIVE LIABILITY, AND TUTOR’S SOLE AND EXCLUSIVE REMEDY, FOR ASSIGNMENTME’S INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND.

16.2 Tutor Indemnification.

Tutor shall indemnify and hold AssignmentMe, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Platform by Tutor, or a claim that any Tutor Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of Tutor set forth herein; and (c) related to any Assignment Order, including any claims by any third party or government agency that Tutor was misclassified as an independent contractor or employee of a Student, and any claim that AssignmentMe was an employer or joint employer of Tutor, and related legal claims under any employment laws.

16.3 Conditions.

Each party shall indemnify the other party as set forth above, provided that: (a) the indemnified party notifies the indemnifying party promptly in writing of the claim; (b) the indemnifying party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) the indemnified party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.

AssignmentMe and Tutor mutually agree to resolve any and all covered justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims arising out of or relating to the Tutor Terms, this Arbitration Agreement, the Tutor’s classification as an independent contractor, Tutor’s provision of services, Tutor’s use of the Platform, any payments made or received by Tutor through the Platform or arising out of or relating to the acceptance or performance of services arranged through the Platform, the termination of this Agreement, and all other aspects of the Tutor’s relationship (or the termination of its relationship) with AssignmentMe, past, present or future, whether arising under federal, state or local statutory and/or common law. Tutor and AssignmentMe agree that the mutual obligations to arbitrate disputes provide adequate consideration for this arbitration agreement.

  1. If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought. Any demand for arbitration by Tutor must be delivered to AssignmentMe at 12005 Hathaway Dr. Fort Worth Tx 76108. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
  2. Class and Collective Action Waivers. AssignmentMe and Tutor mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective (“Class Action Waiver”). Notwithstanding any other clause contained in this arbitration agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
  3. Tutor agrees and acknowledges that entering into this arbitration agreement does not change Tutor’s status as an independent contractor in fact and in law, that Tutor is not an employee of AssignmentMe and that any disputes in this regard shall be subject to arbitration as provided in this agreement.
  4. Except as otherwise stated in this arbitration agreement, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:
  5. The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction.
  6. Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that Company shall pay all of the Arbitrator’s fees and costs.
  7. The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
  8. Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
  9. The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
  10. The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.
  11. Either AssignmentMe or Tutor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.

 

  1. Regardless of any other terms of this arbitration agreement, claims may be brought before, and remedies awarded by, an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act (such as the National Labor Relations Board, the U.S. Department of Labor or the Equal Employment Opportunity Commission). This arbitration agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress or lawful, enforceable presidential Executive Order.
  2. The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.
  3. This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. This arbitration agreement survives after the termination of the Tutor Terms and/or after Tutor ceases any assignment and/or relationship with AssignmentMe. This arbitration agreement will also continue to apply notwithstanding any change in Tutor’s responsibilities, position, or title, or if Tutor transfers companies. Notwithstanding any contrary language in the Tutor Terms or in any AssignmentMe policy or other agreement, this arbitration agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both Tutor and an authorized representative of AssignmentMe.

18.1 ASSIGNMENTME’S AGGREGATE LIABILITY TO TUTOR FOR CLAIMS RELATING TO THESE TUTOR TERMS, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING TO ASSIGNMENTME FOR ASSIGNMENT ORDERS COMPLETED BY TUTOR FOR THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THESE TUTOR TERMS OR $2,500, WHICHEVER IS LESS.

18.2 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TUTOR TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES, WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

18.3 Allocation of Risk.

AssignmentMe and Tutor acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of these Tutor Terms, and that absent these limitations the parties would not have executed these Tutor Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

Last modified: Aug 22nd, 2018

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