Tutor Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING. BY ACCESSING, USING ANY PART OF OUR WEBSITE OR BECOMING A SERVICE PROVIDER, YOU AGREE TO BE BOUND BY THIS DOCUMENT. THIS AGREEMENT IS IN FORCE BETWEEN Gradly AND YOU (HEREAFTER REFERRED TO AS “TUTOR”) AND IS EFFECTIVE AS OF THE DATE YOU REGISTER AS A SERVICE PROVIDER, AS DEFINED BELOW. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU WILL NOT BE ABLE TO USE OUR WEBSITE OR PROVIDE THE SERVICES RELATED TO IT.

EDUWEB CONSULTING LTD. , with its principal office at 3507-9981 Whalley Blvd, Surrey BC, Canada V3T 0G6 (hereinafter referred to as “the Company”, “Gradly ”, “we”, “us” or “our”) manages https://gradly.ca/ (hereinafter the "Website") an online portal connecting educational professionals, online ed-tech courses providers and other service providers around the world with students and consumers. This document comprises the Terms and Conditions Agreement, hereinafter referred to as the “Terms”, and constitutes a legally binding agreement between Tutor, (“you”) the enrolled educational institution or private tutor, hereinafter referred to as “Tutor”, and EDUWEB CONSULTING, the limited liability company that serves as the owner and operator of this Website.

By registering as a Tutor on https://gradly.ca/, you understand and hereby agree to abide by the Terms & Conditions Agreement (" Terms"). You also confirm that you have the designated authority to act on behalf of the Tutor. Gradly reserves the right to change or modify these Terms at any time and in our sole discretion. If Gradly makes changes to these Terms, we will provide you with notice of such changes, such as by sending an email, posting a notice on our Website or updating the date at the top of these Terms. Your continued use of the Website or product will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure Tutor understands the terms and conditions that apply to their use of the Website and services.

Gradly and Tutor shall jointly be referred to as “ Parties” and separately as “Party”.

WHEREAS,

a) Gradly will list the Tutor details and Tutoring Service on its Website for Students to research, find information and subscribe to the educational services of choice, and also to be enrolled by the Tutor.

b) The Student may use the Website to find information and submit inquiries to the Tutor for the Tutoring Service or about Tutoring Service from a particular Tutor, and avail Tutoring Services.

c) The Parties hereto are desirous of adopting this Agreement for the purposes of specifically outlining the framework of their arrangement.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the Parties hereby agree as follows:

DEFINITIONS AND INTERPRETATIONS:

In this Agreement, unless the context requires otherwise, the following terms shall have the following meanings:

“Tutor” means an Educational Institution of any level, or a Tutor, be they independent or a member of an Educational Institution enrolled in Gradly . The term shall also include an administrator of a Tutor’s account.

“Tutoring Service” shall refer to the ed-tech online courses/tests/exams/live sessions, social interactions provided by a Tutor, etc, or other services to be provided by Tutor.

“Lessons” means a mix of digital content made available by Tutors to cover specific Module objectives, and been approved as per Gradly guidelines to be transacted as Internal Purchase.

“Live Tutoring” – means real-time educational assistance delivered as either one-on-one or group session provided by pre-approved Tutors and transacted as Internal Purchases.

“Module(s)” – means the set of learning objectives articulated across grades and subjects to outline the intended content and educational goals at particular points in time throughout pre-college school programs authorized and approved by an accredited authority.

“Student” means the person who directly/indirectly approach Gradly seeking information on Tutors for Tutoring Service and requesting tutoring services. Unless expressly specified otherwise, reference to a Student shall also deem to include reference to the relatives/legal guardians or any third party of a Student who applies on behalf of the Student;

“Parent” – means the person who has allowed the underage (under 18 years old) Student(s) under his/her guardianship to enroll into Gradly platform and thus has a Gradly parent account directly linked with his/her Student(s)’ account(s).

“Rates” shall refer to the charges collected by Gradly on behalf of the Tutor for the Tutoring Services.

“Order” – means any purchase of a Subscription plan made by Students or legal guardians.

“Services” may either refer to the services provided by Gradly to the Tutors and Students, as hereinafter described or to the services which may be rendered by a third-party complementary services provider, as the case may be.

“Dispute” – means any dissatisfaction expressed by a Student or any complaint made by a Student or any other dispute or potential dispute or claim of a Student in connection with the provision of the Tutoring Services rendered by the Tutor.

"Intellectual Property Rights" means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.

"Website" means https://gradly.ca/ and the services available from its domain and sub-domains, and any related or successor domains from which Gradly may offer Services.

Also, in this Agreement (unless the context requires otherwise):

a) reference to the singular includes a reference to the plural and vice versa, and reference to any gender includes a reference to all other genders;

b) reference to any natural person includes reference to a juristic person like a company etc.;

c) reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to statutory provisions;

d) reference to any Article, Clause, Schedule or Annexure shall be deemed to be a reference to such article, Clause, schedule or annexure of or to this Agreement; and

e) reference to a minor or a Student of unsound mind shall deem to include reference to his relative/guardian who is responsible for such Person.

1. Website Terms:

Gradly (Gradly) manages https://gradly.ca/ which is a platform designed to assist Students to find details about Tutors and to connect with them for Tutoring Service. Students can also use the Website to submit inquiries to the Tutors. Gradly may also provide the Students with the option to benefit of certain complementary and adjacent services (such as events, meetings, conferences, books, etc.) provided by other third-party service providers.

Gradly grants the Tutor a personal, limited, non-exclusive license to use the Website and services for commercial use. To the fullest extent permitted by applicable law, this license granted to use is non-transferable. The Tutor may not copy (except as expressly permitted by this license and any other applicable terms, conditions, or usage rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Website or the content therein.

The Website is intended for professional use for the Tutors. The Tutor is responsible for maintaining the secrecy of their passwords, login name/Student-id and account information at all times and shall be directly responsible for any and all use of the Website by anyone using their login information and password whether with or without their permission. Tutors hereby agree and warrant to:

● Be accurate (where they provide counseling);

● Be genuine when stating opinions, be constructive, polite professional and avoid slang language and informal speech;

● Comply with any applicable laws in the country from which they are posting or using the Website.

WHILE Gradly MAKES REASONABLE EFFORTS TO PROVIDE ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO ACCURACY OF THE DATA PROVIDED BY THE STUDENTS, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT.

2. Trademarks, Copyright, Intellectual Property

The trademarks, logos and service marks ("Trademarks") displayed on the website are the property of Yii2Developers and other eventual complementary third-party service providers. The Tutor is prohibited from using any Trademarks for any purpose without Gradly’s written permission. All information and content including any software programs available on or through the Website ("Content") is protected by copyright.

The Tutor is prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Website for commercial or public purposes.

The Tutor hereby acknowledges and agrees that Gradly exclusively owns all rights, title and interest in and to the Platform and its provided services, and any associated documentation, content, and deliverables developed and/or provided during the Services and all Intellectual Property Rights therein. The Tutor also acknowledges that the Platform and Documentation contain confidential and proprietary information and trade secrets belonging to Gradly , as well as its other complementary third-party service providers, and that nothing herein gives the Tutor any right, title or interest in the Platform or Documentation except for Tutor’s own Intellectual Property rights. The possession, access, and use of our services do not transfer to the Tutor, or to any third-party, any rights, title, or interest in or to such intellectual property rights belonging to us.

The Tutor further acknowledges that the Services may contain information which is designated confidential by Gradly and that they shall not disclose such information without Gradly’s prior written consent.

The Tutor must not, without prior written consent from Gradly:

a) Republish material from https://gradly.ca/

b) Sell, rent or sub-license material from https://gradly.ca/

c) Reproduce, duplicate or copy material from https://gradly.ca/

d) Redistribute content from https://gradly.ca/

Exception to the above rules: Tutors and other third parties are able to share Gradly’s Blogs and Articles.

3. Arrangement

Gradly and Tutor are desirous of collectively carrying on an arrangement relating to Tutoring Service and other services. The overall objective of this Agreement is to enable Students to access the Tutor’s Tutoring Services, and Tutors to be able to manage their services and be remunerated. Gradly shall list the Tutors and Tutoring Service on its Website and enable the Students to find a Tutor and details for the Tutoring Service required. The Tutor shall extend its services to the Students. Tutors may:

· upload different types of Lessons to certain Module learning objective, either with intend to monetize or not;

· perform Live Tutoring on the Gradly website.

4. Grant of Rights

Subject to the terms of the Agreement, we grant to the Tutor and they accept a non-exclusive, personal, non-transferable, limited right to have access to and to use the services for the duration of our engagement.

The aforementioned right does not extend to:

a) make the Service, in whole or in part, available to any other person, entity or business;

b) modify the contents of the Service and the Website or use such content for any commercial purpose, or any public display, performance, sale or rental other than envisaged in the Agreement;

c) copy, reverse engineer, decompile or disassemble the Service or the Website, in whole or in part, or otherwise attempt to discover the source code to the software used; or

d) modify or combine the System with any other services not provided or approved by Gradly.

Tutor will obtain no rights to the System except for the limited rights to use the Service or Website expressly granted by these Terms.

5. Term of Agreement

The Agreement shall be valid until either Party intimates its intention for cancelation. The obligations of the Tutor for the Tutoring Services already contracted with Students would continue beyond the termination or expiration of this Agreement.

6. Account Registration

The Tutor must register an Account with Gradly in order to use the Service. Gradly may assist the Tutor in the registration procedure, or can even create the account on behalf of the Tutor, if requested, and send the credentials by email. In the situation in which the Tutor does not provide any information and requests Gradly to identify the necessary or relevant types of information on the internet in order to complete the profile registration, the Tutor takes full responsibility for any wrong or inaccurate information filled in by Gradly in the Account. The Tutor has the obligation to check and eventually correct any inaccurate information. The Tutor acknowledges that the account is personal or proprietary to the Tutor or their practice and that they are expected to treat the account as confidential. The Tutor agrees to provide accurate, current and complete information about the practice and Tutor’s credentials as prompted by the registration form.

By establishing an account with Gradly , the Tutor represent that:

a) they are at least 18 years of age (in case of a Tutor), or of the legal age of majority where the Tutor resides if that jurisdiction has an older age of majority;

b) they are the legal representative of the institution (in case of an Educational Institution) on behalf of which they register the account for;

c) they have the legal authority to enter into this Agreement.

7. Access to the System and Use of Services

7.1. Verification

Tutor agrees that their receipt of Services is subject to verification by Gradly of their identity and credentials as an educational practitioner and to their ongoing qualification as such. As part of the registration process and at any time thereafter, Tutor may be required to provide Gradly with various information such as qualifications, area of expertise and other information in order to prove their credentials as a valid educational practitioner in the field they claim ("Credential Information"). Gradly may verify, directly or through a third party, such Credential Information or may ask the Tutor for additional information. Gradly may also make inquiries from third parties to verify the authenticity of their credential information. Tutor authorizes Gradly to make such inquiries from such third parties, and Tutor agrees to hold them and Gradly harmless from any claim or liability arising from the request for or disclosure of such information. Tutor agrees that Gradly may terminate their access to or use of the Services at any time if they are unable at any time to determine or verify their credential information. Gradly reserve the right to carry out re-verification of Credential Information as and when required, and the above rights and commitments will extend to re-verification as well.

7.2. Safeguards

The Tutor will implement and maintain appropriate administrative, physical and technical safeguards to protect the Service from access, use or alteration. Tutor will not permit any third party to have access to or to use the System or the Services without Gradly’s prior written consent. Tutor will not allow any third party to access the System or provide information to Students on the Website. Tutor will promptly notify Gradly of any order or demand for compulsory disclosure of information if the disclosure requires access to or use of the System or Services.

This Section is to be interpreted in conjunction with Section 9.2 Letter B.

7.3. Third-Party Access

The Tutor hereby acknowledges and agrees that approvals for Tutors may be also progressed by third-party Gradly collaborators, as representatives of Gradly, in which case the Tutor accepts that any procedure regarding collection and processing of any personal information, and other related information, is made in a lawful manner. Also, the Tutor understands and agrees that if they gave with interests in multiple Modules, then they may be exposed to different third-party collaborators, as the case may be.

7.4. Submitted Content

Gradly does not claim ownership of any materials the Tutor makes available through the Website. At Gradly sole discretion, such materials may be included in the Service in whole or in part or in a modified form. With respect to such materials the Tutor submits or makes available for inclusion on the Website, they grant Gradly a non-perpetual, terminable upon end of contractual relationship, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works, and sublicense such materials or any part of such materials (as well as use the name that you submit in connection with such submitted content).

The Tutor hereby represents, warrants and covenants that any materials provided does not include anything (including, but not limited to, text, images, music or video) to which they do not have the full right to grant the license. Gradly takes no responsibility and assume no liability for any submitted content posted or submitted by the Tutor. If the Tutor does not agree to these terms and conditions, they will not provide Gradly with any submitted content.

The Tutor agrees that they are fully responsible for the content submitted. The Tutor is prohibited from posting or transmitting to or from this Website:

a) any unlawful, threatening, libelous, defamatory, obscene, pornographic, politically motivated promptings, controversial symbols or other material or content that would violate rights of publicity and/or privacy or that would violate any law;

b) any commercial material or content (including, but not limited to, solicitation of funds, advertising or marketing of any goods or services that are unlawful, illegal or outside the scope of the services provided by Gradly); and

c) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary rights of any third party. The Tutor shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to this Website.

8. Compliance:

8.1. Tutor is solely responsible for ensuring that their use of the Services complies with applicable law. Tutor will also ensure that their use of the Website and the Services is always in accordance with the terms of the Agreement. Tutor will not undertake or permit any unlawful use of the System or Services, or take any action that would render the operation or use of the System or Services by us.

8.2. Without limiting the generality of the foregoing, Tutor represent that Tutor shall not use the System in violation of any applicable laws. Notwithstanding the generality of the foregoing, Tutor shall not use the Service to directly or indirectly solicit Students for consultation or claim to be a specialist, through the Services or Website, unless Tutor have a special qualification in that branch. Tutor shall also keep Their Credential Information updated and will inform Gradly immediately should any portion of Their Credential Information be revoked, is canceled or expires.

9. Scope

The scope of service of each Party shall be as defined below with the role of Gradly being primarily to present the list and details of Tutors to the Students and to enable the Students to contact the Tutors to receive information and/or estimates for the Services offered where applicable.

The specific obligations of each Party shall be as follows:

9.1. Duties and obligations of the Tutor:

9.1.1. General

Tutor shall:

1) provide a complete presentation of the Services provided the Student so as to ensure that the acquisition of any service is made in a knowing manner by the Student;

2) provide the most competitive rates for the Tutoring Service for Students referred through Gradly;

3) acquire, install, configure and maintain all hardware, software and communications systems necessary to access the Gradly’s services and to perform their Services as advertised on the platform;

4) hold throughout the Term all licenses with all relevant regulatory boards and/or other bodies, councils or authorities necessary to enable the Tutor to legally practice and deliver the relevant Tutoring Service in the jurisdiction in which the Tutor operates;

5) maintain throughout the Term any and all qualifications, certifications, licenses and permits necessary for it to provide the relevant Tutoring Service to members of the public;

6) ensure that the Content is accurate and up to date and remains accurate and up to date and it will indemnify Gradly for any Claim resulting from outdated or inaccurate Content;

7) maintain as confidential and keep secure all information regarding a Student and any other data received from Gradly , or through any interaction over the Gradly platform, and not disclose or use any information regarding a Student or any other data received from Gradly other than for the purposes of this Agreement or the provision of the relevant Tutoring Service

8) comply with all applicable privacy and information laws and regulations so far as they relate to the Tutor's collection of Student’s personal information

9) have no objection to the display of Tutor’s name on any advertisement or publicity material;

10) have no objection to the display of Tutor’s name, profile and accreditations on the Website;

11) have no objection to the display of names of the Tutors, profile of Tutors and qualifications of the Tutor on the Website;

12) in case of Educational Institutions, provide up to date information of the Tutor specialties and Tutor profiles to Gradly at all times. Updates can be either made directly by the Tutor, or sent over by email to Gradly , in which case the Tutor fully authorizes Gradly to update and/or edit/remove information on the profile on their behalf. The Tutor authorizes Gradly to make updates and/or any edits/removes to their profile as Gradly directly finds updated information, and also to add other information about Gradly complementary collaborators;

13) not make derogatory remarks about Gradly or its business model and not do anything which has the effect of disparaging the image of Gradly in the eyes of the public in general;

14) extend maximum co-operation to Gradly for the fulfillment of the objectives and purpose of this Agreement;

15) communicate directly with the Student to inform the Student about any requirements before the Student acquires Tutoring Services from the Tutor;

16) in case of Educational Institutions, delegate the appropriate individual’s (Administrator) to have access to update information and/or receive and respond to inquiries on the Website on behalf of the Tutor;

17) authorize Gradly to add details or make changes and updates to the profile page and details of the Tutor on the Gradly Website.

The Tutor further and specifically agrees to:

18) provide Gradly with their Current Bank Account details and held in the Tutor’s single name only;

19) assume all responsibility for their role as Tutor and for the provision of Tutoring Services to the Student which includes the preparation and content of lessons;

20) accept booking requests made by Students via the Website which Tutor will be notified about via their email within a reasonable time frame. The Tutor should not commence lessons until notified by Gradly that a booking has been confirmed and the payment has been received. The Tutor acknowledges that Gradly cannot be held responsible for any costs or time incurred before notification has been given;

21) advise Gradly at the earliest opportunity should their circumstances change in relation to their access to Gradly tools. The Tutor accepts full responsibility for any disputes raised as a result of issues connected to the performance of your Gradly tools affecting the performance of their Tutoring Services;

22) provide the Tutoring Services with all due care, skill and ability and in a timely manner and in the best interests of the Student;

23) obtain, use and maintain in good working order their Gradly tools required to access and carry out the Tutoring Services. Any problem concerning a technical issue regarding a Tutor’s personal computer or internet service provider is not the responsibility of Gradly ;

24) act at all times in accordance with the highest professional standards;

25) only accept instructions within their sphere of abilities and competency;

26) notify Gradly immediately should they become incapacitated in any way and unable to provide the Tutoring Services. Gradly can notify any Student concerned if the Tutor has not already done so. Depending on the circumstances, Gradly and Tutor shall discuss in good faith a possible postponement of the Tutoring Services and in relation to the particular Student affected, the postponement or reassignment to another Tutor or cancellation and subsequent refund;

27) ensure that any information provided by the Tutor to Gradly remains true, accurate, up-to-date and complete at all times during the Terms of Engagement.

9.1.2. Restriction

Tutor shall not use the Services to:

1) create competition on other websites. More precisely, the Tutor will not use all and any content uploaded and monetized on the Gradly platform to be offered on any other website or other form of commercial offering, for any fee or free of charge;

2) ask Students to engage into any activities outside the platform for Private Tutoring at any format, or promoting activities not patronaged by Gradly;

3) post, publish or transmit any Content which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, hateful, or racially or ethnically or otherwise objectionable, such as images or content that is obscene, sexually explicit or contains nudity, indecent, defamatory, hateful or intolerant in nature or in violation of the laws of any jurisdiction;

4) encourage conduct that is criminal, would give rise to civil liability or would otherwise violate any law;

5) harm children in any way;

6) impersonate a person or entity or falsely state their affiliation with a person or entity;

7) upload, post, transmit or otherwise make available any Content that infringes the rights of another party including but not limited to trademark, copyright and other intellectual property rights; or

8) transmit or otherwise make available any material that contains software viruses or any other computer code, files designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or any purpose that is unlawful, illegal or forbidden by law or to promote or advocate any illegal activity including but not limited to copyright infringement or computer misuse;

9) use copyrighted and other proprietary notices contained in any content on the Website;

10) conduct any activity that is harmful or detrimental to the Website, as solely determined by Gradly;

11) upload any material that is harmful to any Student’s or website user’s computers or objectionable to our community as a whole;

12) falsely represent the Tutor’s services;

13) falsely represent the Tutor’s professional or business credentials or professional background;

14) use any intellectual property of Yii2Developers without prior written permission of Gradly or to Infringe any copyright, trademark or database right, any other proprietary rights of any other Tutor;

15) use any automated scripts or “robots” to access, copy, or manipulate any content provided on this site;

16) engage in denial of service attacks upon the servers that publish this Website;

17) harass or Cyber stalk any Student, threaten, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

18) promote or incite any violence;

19) promote or provoke any discrimination (including but not limited to that which is based on race, sex, religion, nationality, disability, sexual orientation or age);

20) breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

21) engage in any activity that in our opinion could be harmful to the health or wellbeing of any Student or which raises any clinical safety concerns;

9.2. Duties and obligations of Gradly :

Gradly may:

1) promote the Educational Institution or the Tutor, Gradly may take steps to disseminate information to the prospective Students, examples include:

2) Awareness through local Press (Interviews / Write-ups of Facilities / Tutors);

3) Online adds, blogs and Social Media Marketing

4) Co-ordinate seminars, conferences, educational services fairs, travel marts and press meetings.

5) refer Students to the Tutor for the Tutoring Services, but at no time will Gradly recommend one Tutor over another Tutor.

6) extend maximum co-operation to the Tutor for the fulfillment of the objectives and purpose of this Agreement.

7) not make derogatory remarks about the Tutor;

8) List the Educational Institution and/or the Tutor’s name, profile, accreditations, locations and other relevant details on its Website.

10. Student information

10.1. Tutor hereby acknowledges that Tutor has access to Student Information including identifiable information.

10.2. Tutor represents and warrant that they will, at all times during the use of the Services and thereafter, comply with all nationally and internationally applicable laws that may now or hereafter govern the collection, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of Student Information.

10.3. Notwithstanding the generality of the aforementioned provision

10.3.1. Tutor acknowledge that Tutor have read, understood and agree to comply with Gradly Care's Privacy Policy available at Privacy Policy when dealing with Student Information.

10.3.2. Tutor represent and warrant that Tutor will not use the Information of Student, Registered and Non-Registered, for any other purpose than for providing Tutoring Services

11. Ratings, Feedbacks and Reviews

11.1. Ratings: Tutor may receive a Rating from Students, or based on net Promoter score or any other type of rating, from 1 to 5 stars. Ratings received by the Tutor will automatically be posted on the Website. The Tutor is hereby duty-bound to submit a Rating to Gradly about the Students. The Rating will also be automatically posted on the Website.

11.2. Feedbacks: Together with the Rating, Gradly may allow submission of Feedback about and by the Tutor. The Tutor hereby understands and agrees that Gradly has the unrestricted right to or not to post and display the Feedbacks in any way or form as considered appropriate by Gradly . Also, the Tutors hereby agrees and understands that Gradly may collect additional feedback directly from the Students or from any third-party. Tutors are not permitted to allow associates or staff to provide Feedback.

11.3. Reviews: Gradly reserves the right post-third-party reviews, such as Google Reviews, Facebook reviews, and reviews submitted by third-party partners with whom Gradly has contractual relationships.

The Tutor also indemnifies and agree to hold harmless Gradly and its shareholders, officers, directors, employees and affiliates from and against all and any claims, damages, costs, suits, judgments, decrees, loss of profit, business and/or goodwill and expenses (including reasonable legal fees), based upon, relating to, or arising out of a posting and displaying of such Ratings, Feedbacks or Reviews collected as per the specification of this clause.

12. Payments

The Tutor authorizes Gradly as its agent to accept payments from Students by any credit or debit cards or other forms of payment approved by Gradly in connection with the provision of the Tutoring Services via the Website, including Mastercard, Visa and American Express debit cards on the Tutor’s behalf.

The Tutor authorizes Gradly to directly charge its commissions and to deposit the difference into the Tutor Wallet. The Tutor is able to request withdraw of the earned amounts to the bank account indicated in the Tutor Account at section Withdrawal Methods.

All costs relating to the Tutoring Services and Gradly Payments are reviewable by the Tutor and Gradly and any revised charges shall take effect immediately upon posting on the Website and will be applicable to all the operations made after such posting.

The Tutor, private entity, confirms that they are self-employed under these Tutor Terms, and they are directly responsible for all matters regarding Income Tax, VAT and relevant National Insurance contributions. It is therefore necessary for the Tutor to keep records of payments made to them for completion of annual Tax Returns. The Tutor hereby agrees to fully indemnify Gradly for or against all and any eventual demands for Income Tax, VAT or National Insurance, or any other claim, including any interest or penalties, arising out of their failure to account properly or at all for any liabilities arising from their Tutoring Services. This indemnity shall include all expenses and costs, including legal fees, incurred by Gradly in dealing with any such claim.

12.1. Tutoring Services’ Rates:

The rates for Learning Services provided by the tutor will be as follows:

12.1.1. Live Tutoring : Tutor will determine the hourly rate for one-on-one live tutoring session and the per-student rate for group sessions as part of the registration process.

12.1.2. Lessons : For every Module Subject, Gradly will set a predefined rate for the entire set of lessons covering that Subject. Every Lesson will be transacted separately once a Student choose to enroll into that Lesson. For every individual Lesson uploaded to Gradly and passed quality checks, Tutor may choose to:

a. Monetize the Lesson as per Gradly predefined rate

b. Offer the Lesson free of charge to all Gradly Students

12.2. Gradly charges:

Gradly will be charging the followings:

12.2.1. Live Tutoring : 20% of the total Rate charged to Student

12.2.2. Lessons : 40% of the Rate charged to Student in case the Tutor choice was to monetize the lesson. Gradly will apply no charges to Students accessing lessons made Free of Charge by Tutor

12.3. General Notes:

12.3.1. Rates will be presented to Students as applicable for every service

12.3.2. Gradly will credit the Tutor Wallet with the resulting amounts after deducting Gradly Charges.

12.3.3. Every Tutor will have an online Wallet to accumulate all revenue resulting from the various Tutoring Services offered by the Tutor.

12.3.4. Tutor can request withdrawal of all or part of the funds held in their Wallet as detailed herein under section 13.

12.3.5. Specifically for Tutors opted to monetize Lessons, Tutor agrees to the following:

1) Not to offer similar content related to the same subject on any other external platforms including but not limited to other educational platforms, social media, YouTube, Facebook, Instagram, and etc.

2) To grant Gradly the right to choose any ONE single lesson from each set of lessons associated with one Module Subject offered by the Tutor and offer that Lesson Free of Charge to Gradly subscribed users. Gradly will notify the Tutor once a Lesson been selected

3) To grant Gradly unconditional access to all Questions authored by the Tutor as part of Lessons creation and allow the use of these questions by Gradly subscribed Students for ongoing exercising and assessments

Gradly will use the Tutor selected Free lesson and the Questions to keep promoting Tutors to the wider Gradly students community as a visible reference to the Tutor authoring the question and providing the lesson will be always visible to Students.

13. Withdrawal Methods

The Tutor can request a withdrawal of all or part of the funds held in their Wallet at any time. To do this the tutor must log into the Tutor Account and select a withdrawal method and enter the amount to be withdrawn.

Withdrawal methods are payment services provided, at least in part, by third party financial institutions (for example, the bank where you hold a bank account). We do not guarantee the availability of any particular withdrawal method and may make changes to or discontinue a particular withdrawal method at any time.

Where the withdrawal payment is received by the Tutor through the involvement of a payment service provider (such as the bank where the Tutor holds a bank account), Gradly is not responsible for the withdrawal payment once the withdrawn funds are received by the payment service provider.

The Wallet will show the current withdrawable amount and thus the withdrawal request cannot exceed the current limit. Gradly may require at any time the Tutor to send documents verifying their identity and address prior to allowing a withdrawal of funds or to otherwise cooperate with Gradly to verify their identity.

Withdrawals are subject to fees including currency conversion fees (if applicable), and any such fees will be borne by the Tutor. For the purposes of a withdrawal transaction, Gradly is a payer and not a payment service provider.

The Tutor must not make a withdrawal to a bank account or other payment method if they are not the named holder. Gradly takes any violation of this requirement very seriously and will treat any attempt to use a payment method of which the Tutor is not the named holder as a fraudulent act.

The Tutor must ensure that the payment details they enter when withdrawing funds are correct and complete. Gradly will not be liable for withdrawn funds being sent to the wrong account where this is due to you providing incorrect payment details. When withdrawing to a bank account, the Tutor must ensure that the account number, sort code, IBAN and/or BIC/SWIFT are correct. If the Tutor has withdrawn funds to the wrong account, they may request that Gradly assists them in reclaiming the funds. However, Gradly cannot guarantee that the reclaim efforts will be successful.

14. Independent Contractor

Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, partnership, joint venture, or any relationship other than that of independent parties contracting with each other solely to carry out the provisions of this Agreement.

15. Representations and Warranties of the Parties

15.1. Each Party represents and warrants to the other Party that:

1) it has the right, power, and authority to enter into this Agreement and perform the acts required of it herein;

2) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound;

3) it shall take utmost care in maintaining the confidentiality of the information received from each other and shall ensure that the same is not misused by its staff or representatives in any manner whatsoever. Furthermore, the Parties shall be responsible for the breach of confidentiality obligations of its staff or representatives; and

4) this Agreement will constitute a legal, valid and binding obligation on each Party till its termination by the Parties herein.

15.2. The Tutor represents and warrants:

1) that it has the necessary license/approvals to carry on the Tutoring Services and the carrying on of the same is not in violation of the provision of any law in the jurisdiction where it is present;

2) that the Tutor and other staff of the Tutor are well qualified and adequately trained to provide the Tutoring Service.

3) that the Tutor has adequate means to provide the Tutoring Services.

4) that the Tutor shall take utmost care in maintaining the dignity and integrity of their profession and shall not do anything which is against the accepted principles of humanity or morality.

Gradly disclaims any and all responsibility or liability for the accuracy, completeness, reliability or availability of Student’s data / information collated by Gradly. The Student’s data / information is provided "as is" and is available without warranty of any kind, either expressed or implied or statutory.

16. Service Level Covenant

16.1. Purpose

The purpose of this section is to provide an agreement between Gradly and the Tutor as to what constitutes acceptable service in quantifiable and measurable terms. It documents the mutually service objectives, how those objectives will be measured, and the schedule of distribution for the measurements. The intent of this Service Level Covenant is to ensure the proper understanding and commitments are in place for effective support, measurement and resource planning in the provision of the services.

16.2. Platform Quality

Gradly will make reasonable efforts to ensure that the Platform is running uninterrupted, excluding reasonable downtime periods required for maintenance, upgrades and security modifications as performed by Gradly and its data center and hosting providers.

Gradly will notify, on a best effort basis, the Tutor prior to any scheduled maintenance, security or upgrade work performed or its network, hosting or storage providers.

We will apply appropriate process and practices in order to deliver high-quality SaaS services to the Student, containing as few defects as is practical. Defects can include the following:

● Software bugs (e.g. errors or faults in source code or design that cause an application to produce an unexpected result).

● Software that is made up of working code but does not meet the initial requirements described in the functional specifications.

16.3. Gradly Responsibilities

● Gradly will provide the services and support as defined in this document.

● Gradly will deal with your requests in a consistent and fair manner.

● Gradly will communicate honestly and openly with you about the progress of its services.

16.4. Tutor’s Obligations

● Tutor will follow the guidance contained or referenced in our services and use our services in the way intended.

● Tutor or a legal representative will provide us with timely and good quality information with which to service your request when required.

17. Disclaimer and Warranties

The Services, the Website the system, access to the system and the information contained on the system is provided on an "as is" and "as available" basis without any warranty of any kind, expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Tutor is solely responsible for any and all acts or omissions taken or made in reliance on the system or the information in the platform, including inaccurate or incomplete information. It is expressly agreed that in no event shall Gradly be liable for any special, indirect, consequential, remote or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if Gradly has been apprised of the possibility or likelihood of such damages occurring. Gradly disclaims any and all liability for erroneous transmissions and loss of Services resulting from communication failures by telecommunication service providers or the platform.

The Tutor acknowledges that the Students have access to the platform and are receiving the Tutoring Services from the Tutor only through the use of the Gradly platform. Such Students have committed to comply with the applicable Terms & Conditions and with our policies and procedures concerning use of the platform; however, the actions of such Students may be beyond our control. Accordingly, we do not assume any liability for or relating to any impairment of the privacy, security, confidentiality, integrity, availability, or restricted use of any information on the platform resulting from any Student's actions or failures to act.

18. Limitation of Liability

NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS, IN THE EVENT Gradly SHOULD HAVE ANY LIABILITY TO THE TUTOR OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, THE TUTOR AND Gradly AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF 50 % OF THE COMMISSIONS RECEIVED BY Gradly FOR SERVICES. THE TUTOR AND Gradly AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES.

19. Indemnification

19.1. The Parties shall indemnify, hold harmless and defend each other and eventually its shareholders, officers, directors, employees and affiliates from and against all and any charges, claims, damages, costs, suits, judgments, decrees, losses, expenses (including reasonable legal fees), penalties, demands liabilities and causes of action, of any kind or stature (“Claims”), based upon, relating to, or arising out of a breach or claimed breach or failure of any of the covenants, representations or warranties under this Agreement.

19.2. The Tutor shall also be liable to indemnify Gradly and its shareholders, officers, directors, employees and affiliates for any unlawful disclosure of information of the Student, damage, death, injury, other mishap or any complications that require additional treatment caused to the Student due to the negligence of the Tutor and/or its staff performing their duty or fulfilling their obligations under this Agreement. Further, Tutor shall also be liable to indemnify and hold harmless Gradly from Claims arising due to breach of or failure to protect the confidentiality of protected information of the Students.

19.3. It is expressly clarified that Gradly shall not be liable for or be made a party to any claim that may be made against the Tutor by the Student and/or his relatives or guardians concerning the Tutoring Service provided by the Tutor.

19.4. Notwithstanding what is stated hereinabove, Gradly shall not be liable for any liability for incidental, consequential, indirect, special, punitive damages or liabilities of any kind, or for loss of revenue, loss of business or other financial loss arising out of or in connection with this Agreement, regardless of the form of action, whether in contract, tort (including negligence) or otherwise, even if any representative of a Party has been advised of the possibility of such damages. Gradly’s aggregate liability arising or accruing under this Agreement for any damages shall not exceed USD 500 (Five Hundred USD).

20. Confidential Information

20.1. The Parties agree to maintain and hold in strictest confidence, confidential information with respect to the affairs of the each other. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Parties including, but not limited to, this Agreement and its terms thereof, the scheme of the Arrangement between the Parties, the business model of Gradly and its working methodology, Student data, research, product plans or other information regarding either Party’s products or services and markets therefore, customer lists and customers, finances or other business information. The Parties shall however be permitted to disclose the Confidential Information of the other Party to the Tutor and/or the Student to the extent required for the purpose of this Arrangement.

20.2. Tutor also agrees to maintain adequate administrative, technical, and physical safeguards to protect the confidentiality of protected information of the Students. Any breach of security or unlawful disclosure of information of a Student shall be reported to Gradly within two (2) days of the learning of such breach or disclosure and may be a ground for termination of this Agreement.

20.3. It is clarified that Gradly shall not be responsible for any claim arising under this Clause due to breach of Confidentiality by the Tutor and Tutor shall be liable to indemnify Gradly for any losses arising as a result of the same.

20.4. The provision on confidentiality under this Clause is binding and shall survive the termination of this Agreement.

21. Termination

21.1. Termination with cause

Gradly may terminate this Agreement if:

a. the Tutor commits a breach of any material term or condition of this Agreement and fails to cure such breach within three (3) days after receipt of written notice of the same;

b. the Tutor becomes unfit to offer any of the ‘Tutoring Services, incapable, incapacitated or in the case of Institutional Educations subject of a petition in bankruptcy or any voluntary/involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors;

21.2. Termination without cause

Gradly may terminate this Agreement at will, after giving 3 days prior written notice of the same to the Tutor. The Tutor will have to fulfill all obligations they have already undertaken to the Students.

21.3. Consequences of Termination

a. It is clarified that the termination of the Agreement will not affect the Tutoring Services already undergoing or contracted, and to be provided by the Tutor to the Students.

b. Exercise of the right of termination shall not prejudice legal rights or remedies of the Parties to claim any outstanding monies arising up to the date of termination of this Agreement.

c. Gradly has the right to keep offline content owned by the Tutor, including Lessons, for a period of 6 months following the termination date. It’s solely up to Gradly discretion to either continue monetizing the content for any period of time during the 6 months or offer it free of charge to Gradly students. In case of monetization, terminated Tutor will receive only 50% of due payments at the end of the 6 months period.

22. Dispute Resolution and Governing Law

This Agreement is governed by and construed in accordance with all the applicable Canadian and international laws. Any claim, controversy, difference or dispute between the Parties shall be attempted to be resolved through mutual negotiations within a period of 30 days from the date of such dispute arising.

If the dispute is not resolved by negotiation within the above referred 30 days, the Parties shall be bound to submit all disputes and differences howsoever arising out of or in connection with this Agreement to the Courts of Justice from the headquarters of Gradly , and both parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

The language to be used in the proceedings shall be English.

23. Copyright Notice

Gradly respects the intellectual property rights of others and expects the Students of its services to do the same.

If the Tutor believes that any content has been copied in a way that constitutes copyright infringement, the Tutors is required to forward the following information to Gradly.

To file a copyright infringement notice, the Tutor will need to send a written communication that includes the following to the address listed below:

1) Name, address, telephone number, and email address;

2) A description of the copyrighted work that the Tutor claims has been infringed;

3) The exact URL or a description of where the alleged infringing material is located;

4) A statement by the Tutor that they have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

5) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

6) A statement by the Tutor, under penalty of perjury, that the above information in their notice is accurate and that they are the copyright owner or authorized to act on the copyright owner's behalf.

24. General Provisions

24.1. Survival: Termination of this Agreement will not terminate, affect, or impair any rights, obligations, or liabilities of either Party, which may accrue prior to such termination.

24.2. Non-Solicit: During the Term of this Agreement, either Party will not, without the other Party’s prior written consent, directly or indirectly, solicit or encourage any employee or contractor of the other Party or its affiliates to terminate employment with, or cease providing services to the customers.

24.3. Assignment: This Agreement shall not be assigned, in whole or in part, by the Tutor, without the prior written consent of Gradly. However, Gradly may assign this Agreement, at its discretion, to such affiliate/s as it may deem fit without prior notification to the Tutor. Further, this Agreement shall continue and will remain unaffected by reason of change in control of Gradly . This Agreement will be binding upon and will inure to the benefit of the Parties and their representatives and respective successors and permitted assigns.

24.4. For the purposes of this Agreement, “change in control” shall mean the direct or indirect change in the ownership, operation, or control of Gradly whether resulting from merger, acquisition, share transfer / subscription, consolidation or otherwise.

24.5. Waivers: No Party will be deemed to have waived any of its rights, powers or remedies hereunder unless that Party approves such waiver in writing.

24.6. Entire Agreement: This Agreement, including any and all attachments/Exhibits hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof, and all prior negotiations and understandings, whether oral or written, are superseded hereby.

24.7. Severability: Each section of this Agreement is severable. If any provision is held unenforceable by a court of competent jurisdiction, such ruling shall not impair any other provision that remains intelligible and all other provisions shall continue in effect.

24.8. Force Majeure: Gradly shall not be liable for any delay or failure in performance due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, pandemics acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed. Gradly is not responsible for server downtime under any circumstances.

24.9. Compliance with Laws: Each Party shall comply with all applicable laws and regulations in performing its obligations under this Agreement and shall be individually liable for any and all non- compliance of any regulation/law/guideline/order etc. on its part.

24.10. Notices: All notices required or desired to be given hereunder will be in writing and can be either be delivered personally or be sent by electronic communication (with a copy by ordinary mail) or by registered or certified mail. If sent by electronic communication, notices will be deemed to have been given on the same day on which the notice is sent. If notice is sent by registered or certified mail or is delivered personally, it shall be deemed to have been given on the day on which the notice is received or when delivery is refused.