Independent Contractor Agreement
By clicking the ‘I Agree’ button below, I hereby acknowledge and agree as follows:
By agreeing to the below terms and conditions, you (“Tutor”) formalize your relationship with Self Prep LLC, a Colorado limited liability company (the “Company”), and join an elite group of tutors who have similarly passed the rigorous interview and vetting process. Your identifying information is specified on the last page of this Independent Contractor Agreement (“Agreement”). Your only obligations to MCAT Self Prep are referenced below, and you will be identified as a tutor on MCAT Self Prep’s Online Tutoring Platform as long as you comply with the terms and conditions of this Agreement. While it is important to familiarize yourself with the below terms and conditions, you should also understand that MCAT Self Prep is a platform that includes other tutors and clients who together ultimately determine whether to engage the other, not the Company.
- The Company has created a digital live learning platform that connects students with personalized instruction to accelerate academic achievement, including allowing students of all ages (or their parent or legal guardian) to locate tutors who are qualified to tutor or provide test preparation in a variety of subjects or categories and for tutors to be exposed to greater opportunities to work with students on the platform. The platform created by the Company is curated by the Company. In order to curate the platform, the Company interviews and evaluates applicants to determine whether the prospective tutor possesses the skills, availability, and passion to effectively tutor.
- The Company contracts with entities (including corporations, LLC’s, etc.), sole proprietors, or individuals who possess a background of education and experience in a variety of educational fields and who also possess the skills necessary to provide effective tutoring services. The Company does not possess the skills, services or personnel necessary to train, supervise or provide tutoring services to students and relies on independent contractors to provide such services.
- Tutor has provided the Company with evidence of his, her, or its training and educational background and has participated in direct interviews with Company personnel. Tutor has otherwise complied with the Company’s process to review and examine prospective tutors.
- Through the online platform, clients may seek to engage specific independent contractor tutors or obtain a list of qualified independent contractor tutors from the Company who can provide the requested support to the student based upon information provided by the clients and tutors. Tutors have no obligation to accept any particular requested engagement.
- Tutor acknowledges that the Company maintains relationships with a number of independent contractors who possess a variety of educational skills, achievements and teaching experience, and Tutor desires to be included in the Company’s list of independent contractors.
- The Company desires to engage the services of Tutor pursuant to this Agreement as an independent contractor with the understanding that Tutor will be providing tutoring services for a client, if the client selects Tutor as part of the platform, and Tutor agrees to do so.
- The preceding recitals are considered material terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties agree as follows:
- Qualifications. During the application process and as part of its initial analysis prior to engagement, Tutor provided background information that accurately describes Tutor’s educational levels and experience as well as identifying Tutor’s specific areas of qualification to the Company. Tutor agrees to timely update all information provided if such information changes so that Tutor’s profile on the platform is up to date in order to avoid Tutor being selected by a client based upon outdated or incorrect information (which may negatively impact the engagement between the client and Tutor).
- Contractor Services Engagement. If Tutor is chosen by a client or is identified by the Company as a potential fit for a student, Tutor will be notified of the opportunity and be provided with a description of the services required to meet the student’s goals, schedule, meeting location, and timeframe as requested by the client (“Services”) so Tutor may evaluate the opportunity and either proceed with the possible engagement or reject it. If the client and Tutor are each interested in an engagement, Company will provide sufficient information to allow the client and Tutor to discuss establishing sessions to provide the Services.
- Multiple Engagements. Tutor may be engaged to provide Services for multiple clients during the term of this Agreement, and Tutor and the Company agree that the terms and conditions of this Agreement shall be binding on all engagements undertaken during the term of this Agreement.
- Students Who Are Minors. If a student is a minor under the applicable state law, the student is unable to contract as a client. The Company contracts with the parent or guardian of these minors, and Tutor should communicate with the parent or guardian regarding the Services.
- Services. The Services to be provided by Tutor (including the preparation of and the manner, means and method of delivery of the tutoring) shall be developed solely by Tutor based on his, her, or its best judgment of the tutoring support required to achieve the goal for the student. Tutor shall be solely responsible for the content and scheduling of the sessions to provide the Services and agrees to comply with such scheduling that has been agreed upon between the client and the Tutor. Tutor acknowledges that the Company does not participate in or support the development, delivery, timeframe or scheduling of the Services. Tutor agrees that Tutor will personally perform the Services and will not delegate the performance of the Services unless agreed to between Tutor and client and the client continues to be invoiced through the MCAT Self Prep website. In the event Tutor experiences problems providing the Services, Tutor has discretion to cease providing the Services. Tutor may contact the Company but is not required to do so. The Company is not necessarily in a position to resolve reported problems.
- Rights. Your students have agreed to the following terms and they will be upheld in your behalf. If your student is more than 10 minutes late to a tutoring session, their session will be cancelled and will not be made up. Your student may make up to one rescheduling request per lesson, at least 24 hours in advance. Otherwise, he or she will simply have to miss the lesson. You give your students the tools they need to succeed, but it is up to the student to put in the time to make the most of those tools. The student is ultimately responsible for their MCAT score.
- Obligations. You agree to uphold the following standards of conduct for yourself. If you are more than five minutes late to a tutoring session, you will not receive compensation for the next half-an-hour tutoring session. If you cannot attend a tutoring session, you will send a rescheduling request at least a week in advance. If you request a rescheduling less than one week in advance, you will not be compensated for the next half-an-hour tutoring session with that student.
- Give a 100 percent effort during each session. You will seek to answer all of your student’s questions during each tutoring session with their best efforts.
- Come prepared to each tutoring session. You will prepare answers to an hour’s worth of material (typically the first 10 questions) that was input into the study portal at least 24 hours prior to the session.
- Come prepared to each tutoring session. Sessions must be scheduled at least 24 hours in advance of their scheduled start time. Also, all questions must be input into the study portal at least 24 hours before the session starts. If you and your student finish all the questions in your study portal, the remainder of the time will be used at Tutor’s discretion.
- Termination of a Specific Engagement. Tutor acknowledges that the relationship between a Tutor and a client is personal in nature and that a client may decide for any reason that the arrangement with the Tutor is not satisfactory. In the event that a client engaged with Tutor or the Company elects to terminate a particular tutoring engagement for any reason, the Company shall notify Tutor, and the engagement for Services for that specific client pursuant to this Agreement shall terminate immediately. Tutor will be paid for all Services completed for that specific client prior to receipt of the notice of termination as long as those hours are invoiced with 24-hours of the delivery of termination notice. Any other engagements shall continue unless Tutor is notified otherwise, and the Agreement remains in effect. Tutor also may elect to terminate a specific engagement, provided it is done in a timely manner and doing so does not violate any other terms of the Agreement.
- Compensation. As full compensation for the Services rendered by Tutor, the Company shall pay Tutor at the project rate specified on their Hours and Evaluations sheet, in accordance with this Agreement, unless otherwise agreed between Company and Tutor on Company’s on-line platform for a particular customer engagement. Tutor acknowledges that the Company cannot make payment unless Tutor has invoiced his, her, or its tutoring hours completed in the applicable amount of time. Tutor agrees to invoice his, her, or its tutoring hours on the Company’s online website as soon as reasonably possible after each session. In the event Tutor disputes the amount of the payment made by the Company in any given month, Tutor agrees to provide immediate notice to the Company of the disputed amounts and that the Company will have a period of no more than ten (10) days from receipt in order to investigate and respond to Tutor’s notice in writing. Company will promptly pay any portion of the disputed amount it agrees is owed. The Company will pay Tutor no later than ten (10) days following the end of each calendar month during which time Tutor has invoiced any Services to clients as determined by the Company. Tutor understands and agrees that Tutor is required to and will authorize the Company to make all payments required by this Agreement by direct deposit to the account Tutor designates.
- Adjustments to and Additional Compensation. The amount due to Tutor may be adjusted by the Company for, but not limited to, the following reasons: (a) If a session is incorrectly invoiced or entered multiple times, the Company will correct the mistake so that the client account and Tutor compensation properly reflect the Services provided; (b) If Tutor cancels a scheduled tutoring session with less than twenty-four (24) hours’ notice to the client, the next half-an-hour of tutoring Services shall be provided by Tutor without charge. In the event Tutor fails to keep a scheduled session (more than 5 minutes late to a session) without notice to student (or the client depending on the course of communication leading up to the session), the next half-an-hour of tutoring Services shall be provided by Tutor without charge; (c) If a client cancels a scheduled tutoring session with less than twenty-four (24) hours’ notice to Tutor, Tutor has discretion to choose whether to count the session as missed and paid in full, or to allow this cancellation (the student does not lose the session) and receive no compensation; and (d) if Company and Tutor electronically agree to a different rate for a particular engagement. In the event the client fails to keep a scheduled session without notice to Tutor, Tutor will invoice a “No Show” Cancellation and Tutor has discretion to choose whether to count the session as missed and paid in full, or to allow this cancellation (the student does not lose the session) and receive no compensation, unless otherwise agreed by Tutor and Company on the platform.
- Independent Contractor. This Agreement is NOT an employment agreement between Tutor and the Company. Tutor’s status under this Agreement is that of an independent contractor and not that of an employee, agent or representative of the Company for any purpose. Nothing herein will be construed to create a partnership, joint venture, agency or employment relationship between Tutor and the Company. The Company is not required to utilize Tutor’s Services, and Tutor may work for any other person or entity. Tutor shall remain free to pursue other professional and personal activities, provided such other activities do not violate the terms of this Agreement. This Agreement supersedes all other agreements of any nature whatsoever with regard to the subject matter hereof. Notwithstanding the foregoing, this Agreement shall have no effect on any part of any pre-existing or later entered into agreement by and between Tutor and the Company regarding matters not addressed herein.
- No Reimbursement of Expenses. The Company shall not be responsible for nor shall it reimburse Tutor for any expenses Tutor incurs in providing the Services during the term of this Agreement. Tutor’s sole compensation is set forth in sections above.
- Offices, Equipment, and Tools. Tutor is an independent contractor and shall be fully responsible to provide all tools and materials, if any, necessary for him, her, or it to carry out the Services in a complete and professional manner. Tools, materials, and equipment shall be determined between Tutor and client, not the Company.
- Insurance. Tutor acknowledges that the Company is not obligated to provide any insurance of any type that covers Tutor’s activities. Tutor is not an employee of the Company but acknowledges that persons who claim injury caused by Tutor while providing Services to students may mistakenly attempt to look to the Company for damages. Accordingly, Tutor agrees during the term of this Agreement that he, she, or it will not use a motor vehicle to travel to or from tutoring sessions unless Tutor maintains at all times owned and non-owned automobile insurance with coverage of not less than the amount required by applicable state law or if state minimum is not specified, coverage of not less than $20,000/40,000 per occurrence. Tutor agrees that Tutor will not drive students, parents, guardians, or clients anywhere. Tutor agrees to indemnify the Company for any losses or damage occasioned by the negligence or intentional acts of Tutor during the term of this Agreement and in the course of performing hereunder, which are not covered by Tutor maintaining adequate insurance including motor vehicle insurance.
- Tax Liability. The Company shall not pay any federal, state or local income tax, or any payroll tax of any kind and such taxes shall not be withheld or paid by the Company on Tutor’s behalf or any of Tutor’s employees or agents. Tutor acknowledges that Tutor shall not be treated as an employee with respect to the Services performed under this Agreement for any purpose, including federal or state tax purposes. Tutor understands and agrees that Tutor is responsible to pay his, her, or its income tax in accordance with federal, state and local law and that all withholdings for taxes and social security and other required payments to be made on Tutor’s behalf and that of its employees and agents shall be Tutor’s sole responsibility. Tutor acknowledges that the Company will file all required reports with the Internal Revenue Service and appropriate state and local agencies, which may include Form 1099-MISC and related state and local filings.
- No Benefits. Tutor is an independent contractor and neither Tutor nor Tutor’s employees or agents shall be eligible for or entitled to any of the Company’s pension, health or other fringe benefit plans, if any, or any other benefits that the Company may extend to its employees from time to time. The Company is not obligated to obtain workers’ compensation or unemployment insurance on behalf of Tutor or the employees of Tutor. Tutor shall comply with workers’ compensation and unemployment insurance laws concerning Tutor’s business and employees, if applicable.
- Adherence to Applicable Laws. Tutor shall observe and comply with all laws, ordinances, regulations and rules of the federal, state and local governments and agencies that may be applicable to the Services.
- Company’s Use of Tutor Information and Limitation of Tutor’s use of Company Name. Tutor’s first name, test scores, personal statement, photograph and any other data Tutor elects to share as part of his, her, or its online profile may be used by the Company in its sole discretion and without remuneration for marketing purposes, whether online, in print, or through other media formats including through its affiliates websites. Tutor understands he, she, or it is granting a royalty-free, worldwide unrestricted license to Company to use the preceding for any purpose. Tutor may revoke the license granted in this Section by providing written notice to the attention of Company’s general counsel in accordance with the notice provision set forth in Section 25, and Company shall have 90 days to remove information regarding Tutor from whatever media format it exists; however, Company may seek an extension with respect to the removal if necessary and is not responsible for removing information on media that is already printed or is no longer under its control. Tutor shall not use the Company’s name, logo, or other identifying characteristics on any materials without an express representation that Tutors is an independent contractor. Similarly, to the extent Tutor identifies himself, herself, or itself with the Company, it shall reflect that Tutor is an independent contractor.
- Competition and Non-Solicitation. In consideration of the opportunity to be a part of the Company’s platform, Tutor expressly agrees as follows:
- Non-Solicitation of Clients. Tutor agrees that during the term of this Agreement and for a period of two (2) years following the termination of this Agreement for any reason:
- Tutor will not solicit any of the clients Tutor obtained or worked with through Company’s platform for the purpose of providing tutoring or related services and shall not directly or indirectly induce any client of the Company to request tutoring services from Tutor or any corporation, partnership, limited liability company or other entity which Tutor may work for or with for the purpose of offering tutoring services.
- Tutor will not directly or indirectly accept a request for tutoring or related services from a person who is or has been a client of the Company with whom Tutor worked during the Term of this Agreement or for a period of two (2) years following the termination of the Agreement.
- For purposes of this Section, Tutor agrees that these limitations shall apply to Tutor and to any person or entity which Tutor works for or with. It shall also include the immediate family of the Company’s client and all referrals tutors receive as a result of Tutors’ relationship with the client (student and student’s family).
- Non-Solicitation of Contractors. Tutor agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement for any reason, Tutor shall not, directly or indirectly hire, solicit, or encourage any tutor under contract with the Company to leave the Company and/or hire any such Tutor who has left the Company’s employment or contractual engagement within one (1) year of such engagement.
- Non-Exclusivity. The Company and Tutor agree that, during and after the term of this Agreement, Tutor may work with any person or entity and may compete with the Company in the offering of tutoring services subject to the specific restrictions set out above.
- Non-Solicitation of Clients. Tutor agrees that during the term of this Agreement and for a period of two (2) years following the termination of this Agreement for any reason:
- Non-Disparagement. Tutor agrees that Tutor will not, during the term of this Agreement, make any statement or take or omit to take any action, the effect of which is to criticize or otherwise disparage in any way the Company or any of its management, employees, agents, other tutors, or clients. Tutor further agrees that Tutor will not interfere in any manner with the business of the Company or its management, employees or other tutors.
- Remedies and Indemnification. In the event of any breach of this Agreement by either party, the parties shall be entitled to all remedies provided at law or in equity. Additionally, certain of the Company’s rights set forth in this Agreement cannot reasonably or adequately be compensated by damages in an action at law and Tutor agrees that in such event, the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by Tutor. Additionally, Tutor agrees to indemnify, defend, save, and hold the Company, and its affiliates and employees, from and against all liabilities, damages, judgments, claims, costs and expenses for and including reasonable attorneys’ fees, as a result of or arising out of (a) any breach of any obligation, representation or warranty contained in this Agreement; (b) any employment or other taxes that are or may be claimed owed from Tutor and related to compensation paid to Tutor hereunder; (c) Tutor’s violation of any laws, ordinances, codes, regulations, or guidelines; and (d) for Tutor’s activities in connection with providing Services pursuant to this Agreement.
- Cost of Enforcement. In the event suit is brought for the enforcement of, or the declaration of rights pursuant to this Agreement or as the result of any alleged breach of any restriction, covenant or other provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees and costs, from the losing party, whether at the trial level, on appeal, in arbitration, or in bankruptcy proceedings, and any judgment or decree rendered in such proceedings shall include an award thereof. The amount of attorneys’ fees and costs shall be set by the court or arbitrator and not by a jury.
- Survival. All of those provisions of this Agreement that require performance by either party following termination of Tutor’s engagement by the Company hereunder shall survive any termination of this Agreement.
- Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
- Choice of Law. The laws of the State of Colorado shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
- Assignment. Tutor acknowledges that the services provided by Tutor to the client are personal in nature and that the Agreement is not assignable by Tutor nor may Tutor delegate the performance of any of his, her, or its duties hereunder, unless consented to by the client in writing. Any attempt by Tutor to assign this Agreement or delegate the performance of any duties shall be null and void and shall immediately end the term of this Agreement, unless consented to by the client in writing and approved by Company in writing. Company may assign its rights and obligations under this Agreement to its successors in interest or in conjunction with a sale or transfer of the business to which this Agreement relates.
- Notice. Any and all notices, demands, requests, elections or other communications required or permitted to be given by either party to the other shall be in writing, or by electronic or facsimile transmission together with proof of same and shall be either personally delivered, electronically conveyed or faxed with proof of transmission of same or deposited in the United States mail, first-class registered or certified postage prepaid, return receipt requested, and addressed to the parties as outlined on the last page of this agreement.
- Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto, except for changes to the project rate for specific client engagements as approved on the platform by Tutor and Company.
- Entire Understanding. This document constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
- Severability. Should any one or more sections of this Agreement be found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining sections contained herein shall not in any way be affected or impaired thereby. In addition, if any section hereof is found to be partially enforceable, then it shall be enforced to that extent. An arbitrator or court with jurisdiction over the matters contained in this Agreement shall have the authority to revise the language hereof to the extent necessary to make any such section or covenant of this Agreement enforceable to the fullest extent permitted by law.
- Limitation of Liability. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR PLATFORM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PLATFORM. OTHER THAN DAMAGES ACTUALLY INCURRED BY TUTOR, IN NO EVENT SHALL THE COMPANY BE LIABLE TO TUTOR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE).
- Agreement to Arbitrate. Company and Tutor acknowledge and agree that any dispute or claim arising out of this Agreement (excluding a claim for injunctive relief), including claims arising under the Fair Labor Standards Act, shall be subject to final and binding arbitration. The arbitration will be conducted by one arbitrator who is a member of the American Arbitration Association (“AAA”) and will be governed by the Model Employment Arbitration rules of the AAA. The arbitrator shall have all authority to determine the arbitrability of any claim and enter a final binding judgment at the conclusion of any proceedings. Any final judgment may be appealed only on the grounds of improper bias or improper conduct of the arbitrator.
- CONTRACTOR TRANSFER OF COPYRIGHTS AGREEMENT (Note: This is an “All-Rights” transfer of copyright, i.e., assignor relinquishes all rights under copyright). FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged TUTOR (“Assignor”), hereby irrevocably transfers and assigns to Self Prep LLC (“Assignee”), its successors and assigns, in perpetuity, all right (whether now known or hereinafter invented), title, and interest, throughout the world, including any copyrights and renewals or extensions thereto, in all materials (including but not limited to all passages, questions, solution explanations and the like) for which the Assignor was financially compensated by the Assignee.
- THERE SHALL BE NO RIGHT OR AUTHORITY, AND TUTOR EXPRESSLY WAIVES ANY SUCH RIGHT OR AUTHORITY TO ARBITRATE ANY CLAIMS ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER EMPLOYEES OF COMPANY, OTHER TUTORS THAT HAVE SIGNED THE SAME OR SIMILAR AGREEMENT AS THIS AGREEMENT, OR OTHER PERSONS SIMILARLY SITUATED TO TUTOR.
- Term of Agreement; Termination. The term of this Agreement shall commence on the date specified on the last page of this Agreement and shall continue for a period of thirty (30) days unless sooner terminated in accordance with this Agreement. Thereafter, this Agreement shall automatically renew for successive thirty (30) day terms unless and until terminated in accordance with the provisions of this Agreement.
Either the Company or Tutor may terminate this Agreement at any time upon at least thirty (30) days written notice to the other party as provided in this Agreement. In the event of any such notice of termination, this Agreement and all obligations set forth herein shall terminate as of the last day of the thirty (30) day term in which the notice of termination expires. If either Company or Tutor terminates the Agreement without the required notice (unless relying on a different basis for termination), Company or Tutor may be responsible for the actual or consequential damages resulting from the failure to provide the requisite notice.
The foregoing notwithstanding, either the Company or Tutor may terminate this Agreement immediately in the event of an uncured material breach of the Agreement and Company may terminate immediately and without prior written notice if Tutor, is guilty of serious misconduct or misrepresentation in connection with the performance of the Services.
- By signing below, you acknowledge the following:
- You are an Independent Contractor for the Company (not an employee);
- You are NOT entitled to unemployment insurance benefits through the Company;
- You are obligated to pay Federal and State Income tax on any monies paid to you under this Agreement using a form 1099;
- You are NOT eligible for or entitled to any of the Company’s pension, health or other fringe benefit plans, if any, or any other benefits that the Company may extend to its employees from time to time; and
- You are NOT covered by any liability or workers’ compensation insurance through the Company.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
Self Prep LLC, a Colorado
limited liability company
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.