Independent Tutor Agreement

The Tutor Buddy Team September 2021

This is a legal agreement ("Agreement") between you (“Independent Tutor”) and Tutor Buddy, Inc. ("Tutor Buddy"). The parties expressly agree to transact and enter into this Agreement by electronic means within the meaning of the Uniform Electronic Commerce Act ("UECA") and the Quebec Act to Establish a Legal Framework for Information Technology.

Permission to use Tutor Buddy’s marketplace. Independent Tutor acknowledges that Tutor Buddy provides 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. By entering into this Agreement, Independent Tutor seeks permission to access Tutor Buddy’s marketplace subject to the terms and conditions set forth in this Agreement.

Tutor status. Independent Tutor acknowledges that Tutor Buddy 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. Independent Tutor further acknowledge that Tutor Buddy does not directly or indirectly engage Independent Tutor to render any services whatsoever and that any engagement of Independent Tutor’s services through the Tutor Buddy website (“Site”) is undertaken exclusively by the individual who has selected Independent Tutor through the Site to provide tutoring services ("Tutor’s Student"). Neither this Agreement, the Terms of Use, nor use of the Site creates an independent contractor, employee/employer, partnership, joint venture, or franchiser-franchisee relationship between Independent Tutor and Tutor Buddy. It is the parties' intention that Independent Tutor will be an independent business providing tutoring services and not an independent contractor of Tutor Buddy or Tutor Buddy’s employee for any purposes.

Non-exclusivity. Independent Tutor and Tutor Buddy acknowledge that this Agreement is nonexclusive and Independent Tutor is free to engage in and simultaneously perform any employment or other services during the pendency of this Agreement. Nothing

herein precludes Independent Tutor from advertising or providing Independent Tutor’s services to the general public. Independent Tutor may not advertise or offer to sell any goods or services for any commercial purpose on the Site that are not relevant to providing tutoring services on an independent basis.

Hours/Cancellation Fee. Independent Tutor shall set Independent Tutor’s own hours and schedule Independent Tutor’s own sessions with Tutor’s Students. Independent Tutor shall determine Independent Tutor’s cancelation fee, if any, in the event a Tutor’s Student cancels or does not show for a session.

Platform Fee. Independent Tutor exclusively determines and adjusts Independent Tutor’s session rate. Independent Tutor consents to pay a fee for the use of the Site (“Platform Fee”) and authorizes Tutor Buddy to deduct the Platform Fee directly from the Tutor’s Students’ payments Tutor Buddy collects on behalf of Independent Tutor. The Platform Fee shall be a percentage of the amount paid by Tutor’s Students to Tutor Buddy. The percentage shall be as set forth in the Tutor Payment Policies. Independent Tutor agrees that under no circumstances will Independent Tutor attempt to seek or receive compensation directly from Tutor’s Students.

Payment system. Independent Tutor agrees to abide by Tutor Buddy’s Tutor Payment Policies and agrees not to subvert the payment system or to divert funds ordinarily payable to Independent Tutor through Tutor Buddy. Prior to commencing tutoring sessions, Independent Tutor and Student must agree on the tutoring session length, and Independent Tutor will record the planned session length on Independent Tutor’s portal. Student will initiate payment of Independent Tutor’s total charge (based on Independent Tutor’s hourly rate) accordingly. Tutor Buddy will keep the payment in escrow until the session is complete. For a session to be successfully recorded as complete, both Independent Tutor and Student must record the session as complete on their respective portals. Once the session is registered as complete, Tutor Buddy will pass the payment to Independent Tutor, less the platform fee.

Expenses. Independent Tutor acknowledges that Tutor Buddy will not reimburse Independent Tutor for any expenses incurred by Independent Tutor related to Independent Tutor’s rendering of services, including, without limitation, expenses associated with preparing for and administering sessions, educational and other materials, and transportation.

Supplies. Independent Tutor acknowledges that Tutor Buddy will not provide any supplies, materials or equipment required by Independent Tutor to complete the services for which Tutor’s Student retained Independent Tutor. Without notice or approval of Tutor Buddy, Independent Tutor may enter into an agreement or

arrangement with Tutor’s Student whereby Tutor’s Student provides some or all of the supplies, materials or equipment necessary for Independent Tutor to render the services for which Tutor’s Student retained Independent Tutor.

Taxes. Independent Tutor is responsible for all federal, provincial, and/or local taxes due as a result of the services Independent Tutor provides to Tutor’s Students. Neither federal, nor provincial, nor local income tax, nor payroll tax of any kind shall be withheld by Tutor Buddy on behalf of Independent Tutor. Independent Tutor understands that it is Independent Tutor’s responsibility to pay any applicable taxes.

Benefits. Independent Tutor acknowledges that Independent Tutor is engaged in an independent business and not as an employee, and is not eligible to participate in any pension, health, or other fringe benefits plan of Tutor Buddy.

Insurance. No Workers' Compensation Insurance shall be obtained by Tutor Buddy for Independent Tutor. Independent Tutor understands that it is Independent Tutor’s responsibility to comply with the Workers' Compensation Law. Independent Tutor further understands it is Independent Tutor’s responsibility to obtain any other insurance coverage applicable to the services Independent Tutor provides to Tutor’s Students.

Confidentiality. Independent Tutor acknowledges that, during the performance of services, Independent Tutor will have access to information relating to student's identity, contact information, and other personal information ("Confidential Information"). Independent Tutor agrees that Independent Tutor owes a duty to Tutor’s Students, 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.

Tutor documents. For purposes of this Agreement, Tutor Documents includes materials solely associated with the teaching of Sessions including Session plans, notes, outlines, tests and homework and Tutor Buddy acknowledges these materials belong to the Independent Tutor.

Indemnity and hold harmless clause. Independent Tutor agrees to indemnify and hold harmless Tutor Buddy, its subsidiaries, affiliates, other independent contractors and their respective directors, officers, employees and agents, from and against any and all claims, 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 Independent

Tutor of work performed in relation to this Agreement, including any act by Independent Tutor inconsistent with Independent Tutor's obligations and duties under this Agreement. Independent Tutor understands that Tutor Buddy offers an Internet-based marketplace for those seeking tutoring services to connect with those seeking to provide tutoring services. Accordingly, Tutor Buddy makes no representations to Independent Tutor about the suitability, character or background of any Tutor Buddy user (including, without limitation, Tutor’s Students or their parents or guardians), nor does Tutor Buddy perform any type of background check of users including, without limitation, Tutor’s Students or their parents or guardians). It is Independent Tutor's sole duty to exercise Independent Tutor’s own judgment, protocols and/or standards when considering whether to engage in tutoring services with a potential Tutor’s Students. Independent Tutor understands and agrees that it is Independent Tutor’s responsibility to conduct any and all background and reference checks regarding potential Tutor’s Students and other Site users. Independent Tutor is never obligated by Tutor Buddy to pursue any tutoring opportunity.

Copyright Assignment. Tutor Buddy does not claim ownership of content that Independent Tutor provides on the Site including, but not limited to, articles, lessons, worksheets, tutorials, files, testimonials, reviews, video submissions, and blog entries ("Site Content") and shall have no obligation of any kind with respect to such content. Unless otherwise stated herein, any Site Content that Independent Tutor provides in connection with the Site shall be deemed to be provided on a non-confidential basis. Tutor Buddy shall be free to use or disseminate such Site Content on an unrestricted basis for any purpose, and Independent Tutor grants Tutor Buddy an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish any Site Content (including in digital form). Independent Tutor represents and warrants that Independent Tutor has proper authorization for the worldwide transfer and processing among Tutor Buddy, its affiliates, and third-party providers of any information that Independent Tutor may provide on the Site.

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

Academic Dishonesty. Independent Tutor agrees not to use the Site to engage in academic dishonesty (e.g. completing assignments, writing papers, taking tests on someone’s behalf, or work completion in violation of conduct policies of a school, university, academic institution or workplace) or other misconduct involving a Tutor’s Student.

Deactivation of Platform Use. Independent Tutor may deactivate their account at any time. Tutor Buddy may deactivate an Independent Tutor’s account for the following reasons:

(a) Independent Tutor’s failure to meet Tutor Buddy’s platform vetting requirements.

(b) Independent Tutor’s material breach of this Agreement, Independent Tutor’s violation of the Tutor Buddy Terms of Use or Tutor Payment Policies, or misuse of the Site.

(c) Tutor Buddy’s good faith belief of Independent Tutor’s misappropriation of Tutor’s Students from the Site for Independent Tutor’s own pecuniary gain.

(d) Tutor Buddy’s good faith belief of entry of a restraining order or conviction of any indictable or summary offence involving violence, sexual conduct, conduct involving a minor, abuse, fraud, larceny, or endangerment.

(e) Independent Tutor’s failure to cooperate in good faith to resolve a Tutor Student’s complaint or excessive complaints.

(f) Independent Tutor’s repeated failure to respond timely to direct contacts through Tutor’s account.

(g) For any other reason on 30 days written notice to Independent Tutor.

In the event Tutor Buddy terminates Independent Tutor’s platform use, Tutor Buddy will provide an email notification of deactivation.

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 Independent Tutor and, on behalf of Tutor Buddy, 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 Uniform Electronic Commerce Act (UECA) and the Quebec Act to Establish a Legal Framework for Information Technology provided that any such amendments or modifications otherwise comply with the requirements in this paragraph.

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.

Incorporation of terms of use. The Tutor Buddy Terms of Use are hereby incorporated into this Agreement.

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

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

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