These terms and conditions ("Agreement”) constitute the binding agreement between Shzam LLC ("Shzam”) and the Tutors for the supply of services of online tutoring to the Users of the Site https://www.shzam.com (the "Site”), owned and operated by Shzam ("Service”). The parties expressly agree to enter into this Agreement by electronic means within the meaning of the Uniform Electronic Transactions Act ("UETA"). For the purposes of this Agreement:
A.) "User” refers to any person who uses the Service provided on the Site by Shzam, and shall include the students and her/his/their parents And/or legal guardian.
B.) "Tutor” refers to any person registered as a tutor on the Site subject to the terms and conditions of this Agreement.

The Tutor agrees to be bound by this Agreement and any future amendments and additions to this Agreement as published on the Site. If at any time the Tutor finds this Agreement unacceptable or if the Tutor does not agree to these terms and conditions set out herein, the tutor agrees not to use the Site or the Service.
In addition to this Agreement, the terms of the Privacy and Cookie Policy shall also apply to the use of the Site by the Tutor.

1.) SCOPE OF SERVICE
i.) Shzam hereby engages the Tutor to provide the Services to the Users subject to the terms and conditions of the Agreement.
ii.) The Tutor shall conduct the tutorial sessions through Shzam’s virtual classroom using the Shzam platform("Session”). The Tutor shall be responsible for providing their own appropriate technology to conduct the Sessions on the computer, tablet, or mobile device.
iii.) The scheduling of the Sessions will be initiated by the Users through the Site.
iv.) As a part of the Services, Shzam enables the Tutors to connect with the Users. However, at no time will an employer-employee relationship be fostered or created between Shzam and the Tutors through the performance of any such Services. Shzam is in no way, directly or indirectly responsible for the Service and/or material provided by the Tutors registered on the Site.
v.) Shzam has no control over the Services provided by the Tutor(s) listed on the Site as he/she is independent of Shzam and not an employee of Shzam.
vi.) Shzam is not responsible for interactions between Users and the Tutors. Shzam is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of your relationship, including but not limited to, your reliance upon any information provided by a Tutor at any time.

2.) USAGE OF THE SHZAM PLATFORM AND ITS LIMITATIONS
i.) By entering into this Agreement, Independent Tutor seeks permission to access Shzam’s marketplace for the express purpose of promoting his/her/their independent business, subject to the terms and conditions set forth in this Agreement.
ii.) the Tutor may not advertise or offer to sell any goods or services for any commercial purpose on the Site that is not directly related to the provision of tutoring services on an independent basis.

3.) TUTOR ACCOUNT
i.) In order to provide the Services, you must register and apply for a tutoring account via the Site. If you already have a learner account on the Site, you can log into your account using your username and password but you will need to apply to be a tutor.
ii.) You shall only register one (1) user account on the Site. Your user account is personal and cannot be shared with, transferred, or assigned to any third parties. You shall be responsible to keep his account log-in details confidential.

4.) TUTOR’S OBLIGATIONS
i.) The Tutor agrees to engage in the best and commercially reasonable efforts to provide the Services to the Users in accordance with the terms of this Agreement.
ii.) The Tutor further agrees to provide the Services professionally and diligently consistent with generally recognised industry standards and good commercial practice, using efforts comparable to those customarily used for similar services.
iii.) The Tutor shall comply with, and give all notices required by, all laws and regulations applicable to the Services, including all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection.
iv.) The Tutor shall also comply with any instructions or variations issued by Shzam (or any authorised representative of the Shzam) in relation to the Services.
v.) Any services outside of the scope as defined in Services will require a new Agreement for other services, agreed to by the Parties.
vi.) The Tutor agrees to do all necessary preparation prior to the Sessions and to structure Sessions in such a way as to maximise the learning time for the Users.
vii.) Except as otherwise provided in this Agreement, the Tutor shall keep all information regarding the User's education confidential unless written permission has been granted by the User to disclose it. This includes any work that you have produced during or out of Session times.
viii.) The Tutor shall review any material provided by the Users prior to the Session.

5.) STATUS OF THE TUTOR
i.) Neither this Agreement, the Terms of Use, nor the use of the Site creates an independent contractor, employee/employer, partnership, joint venture, or franchisor-franchisee relationship between Independent Tutor and Shzam.
ii.) It is the parties' express intention that Independent Tutor will operate an independent business providing tutoring services to Students.
iii.) For further clarification, Independent Tutor is not, and shall at no time be deemed under this Agreement or otherwise to be, an independent contractor or employee of Shzam for any purpose whatsoever, including, without limitation, the application of the Fair Labor Standards Act, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state or local income tax law, any state workers' compensation laws, any state unemployment insurance law, and any other applicable federal, state, or local law.

6.) NON-EXCLUSIVITY
i.) Independent Tutor and Shzam acknowledge that this Agreement is nonexclusive.
ii.) For further clarification, during the term of this Agreement, Independent Tutor shall at all times be free to engage in any other work or business, whether or not related to tutoring or other instruction, and whether or not such other work is full-time, part-time, piecemeal, or pursuant to any other scheduling arrangement.
iii.) Nothing prohibits the Tutor from advertising or providing Independent Tutor’s services to the general public.

7.) SCHEDULING AND CANCELING CLASSES
i.) The Tutor shall set his/her own hours and schedule his/her own sessions with Students.
ii.) The Tutor shall be solely responsible for determining his/her own cancellation policy and/or fees (if any) in the event a Student cancels or does not show up for a session.
iii.) If the Tutor joins late for any Session, the Tutor agrees to extend the Session by amount of time equal to the amount of time lost due to his/her tardiness. If the extension of Session is not possible or less than the amount of time lost due to tutor tardiness, the Tutor agrees to forfeit the portion of their pay equivalent to the length of tutoring not provided due for the Session pursuant to this Agreement.

8.) LESSON AND SERVICE FEE
i.) The Tutor shall exclusively determine their own lesson rate. The Tutor expressly agrees to pay a fee for the use of the Site ("Service Fee”) and authorizes Shzam to deduct the Service Fee directly from the payments collected from Students by Shzam on Independent Tutor’s behalf.
ii.) The Service Fee shall be determined pursuant to Shzam’s Tutor Payment Policies. Independent Tutor agrees that under no circumstances will the Tutor receive or attempt to receive compensation directly from Students for services provided through Shzam. In the case that the Tutor receives compensation or attempts to receive compensation directly from Students, Shzam reserves all right to terminate the Tutor’s account and take other necessary actions

9.) ACCEPTABLE PAYMENT METHOD
i.) the Tutor agrees to act in accordance with Shzam’s Refund &; Payment Policies and agrees not to attempt to subvert or otherwise avoid Shzam’s Refund &; Payment Policies, or to divert funds ordinarily payable to Independent Tutor through Shzam.
ii.) The payment for each session or group class is made in advance before it commences. The duration of the session or group class is pre-determined as agreed upon by the Tutor and User.
iii.) If requested by a Student, Independent Tutor shall also include a summary of services performed, solely for Student’s use.

10.) EXPENSES & REIMBURSEMENT
Independent Tutor acknowledges that Shzam 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.

11.) TAXES
As Independent Tutor is a business entity on its own, the Tutor acknowledges that Independent Tutor is engaged in an independent business, and as such, is not (and shall at no time become) eligible to participate in any pension, health, or other fringe benefits plan of Shzam.

12.) INSURANCE
No Workers' Compensation Insurance shall be obtained by Shzam for or on behalf of the Tutor. Independent Tutor understands that it is the Tutor’s responsibility to comply with any applicable Workers' Compensation Law. Independent Tutor further understands it is the Tutor’s responsibility to obtain any other insurance coverage applicable to the services Independent Tutor provides.

13.) BENEFITS
Independent Tutor acknowledges that Independent Tutor is engaged in an independent business, and as such, is not (and shall at no time become) eligible to participate in any pension, health, or other fringe benefits plan of Shzam.

14.) CONFIDENTIAL INFORMATION
i.) Independent Tutor acknowledges that, during the performance of services, Independent Tutor may have access to information relating to the student's identity, address, contact information, and other personal information or requests for services ("Confidential Information").
ii.) 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 provided.
iii.) Throughout the duration of this Agreement, it may be necessary for the Tutor to have access to the Shzam’s confidential and protected information for the sole purpose of performing the Services subject to this Agreement.
iv.) The Tutor is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from Shzam. The Tutor’s obligation of confidentiality will survive the termination of this Agreement and stay in place indefinitely.
v.) Upon the termination of this Agreement, the Tutor agrees to either destroy or return to Shzam any and all confidential information that is the property of the Company.
vi.) Further, the Tutor shall promptly return to the Company all copies, whether in written, electronic, or other form or media, of the Company’s confidential information, or destroy all such copies and certify in writing to the Company that such confidential information has been destroyed. In addition, the Tutor shall also destroy all copies of any notes created by the Tutor or its authorized representatives and certify in writing to the Company that such copies have been destroyed.
vii.) The provisions of this clause 12 shall survive any termination of this Agreement.

15.) RETAINING OF TUTOR DOCUMENTS
Independent Tutor acknowledges that a copy of all documents created by or received from Independent Tutor in connection with the services performed hereunder ("Tutor Documents") may be retained by Shzam and used solely for administrative and/or record-keeping purposes.

16.) COPYRIGHT ASSIGNMENT
i.) Shzam does not claim ownership or licensure 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").
ii.) 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.
iii.) Shzam shall be free to use or disseminate such Site Content on an unrestricted basis for any purpose, and Independent Tutor grants Shzam 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).
iv.) Independent Tutor represents and warrants that Independent Tutor has the proper authorization for the worldwide transfer and processing (among Shzam, its affiliates, and third-party providers) of any information that Independent Tutor may provide on the Site.

17.) INDEMNITY AND WARRANTIES
i.) Independent Tutor agrees to indemnify and hold harmless Shzam, 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 results from, are connected with or arising out of the performance by Independent Tutor of work performed pursuant to this Agreement, including any activity by Independent Tutor inconsistent with Independent Tutor's obligations and duties under this Agreement.
ii.) Independent Tutor understands that Shzam offers an Internet-based marketplace for prospective Students to connect with prospective Tutors. Accordingly, Shzam makes no representations to Independent Tutor about the suitability, character, or background of any Shzam user (including, without limitation, Students or their parents/guardians), nor does Shzam perform any type of background check on users (including, without limitation, Students or their parents/guardians). However, Shzam runs a check that the Tutor is not on any USA sex offender registry list and that they have a minimum educational background, currently, the requirement is to hold a Bachelor’s degree or equivalent or higher.
iii.) It is the 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 prospective Student. The Tutor understands and agrees that it is the Tutor’s responsibility to conduct any and all background and reference checks regarding prospective Students and other Site users.
iv.) The Tutor shall promptly notify the Shzam of: (a.) any delays or problems from time to time in the provision of the Services of which the Tutor becomes aware; (b.) any circumstances from time to time which may prevent the Tutor from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided; and (c.) any complaint (whether written or not) or other matter which comes to its attention and which it reasonably believes may give rise to any loss by or claim against Shzam or which may result in any adverse publicity for Shzam.
v.) Where any defect in the provision of the Services is reported to the Tutor by Shzam or otherwise comes to the attention of the Tutor, the Tutor shall, without limiting any other right or remedy of Shzam, use its best endeavors to provide such further services as are necessary in order to rectify the default as soon as practicable.
vi.) The Parties agree that the rights and benefits held and received by Shzam through the Tutor's Service under this Agreement shall only be enforceable by Shzam through such Service and upon the terms of this Agreement, and any liability in respect of any breach of such rights and benefits shall be determined solely in accordance with the terms of this Agreement.
vii.) The Tutor shall be liable for and shall indemnify Shzam against any expense, liability, loss, claim, or proceedings howsoever arising in respect of personal injury to or death of any person arising out of or in the course of or caused by the carrying out of the Services, unless due to any neglect or default of Shzam or of any person for whom Shzam is responsible.

18.) ASSIGNMENT
The Tutor shall not assign the Agreement or sub-contract the performance thereof without the prior written consent of Shzam.

19.) 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 Student.

20.) DEACTIVATION OF PLATFORM USE
i.) the Tutor may deactivate their account at any time as they deem fit.
ii.) Shzam may deactivate an Independent Tutor’s account including but not limited to the following reasons: (a.) Independent Tutor’s failure to meet Shzam’s platform vetting requirements; (b.) Independent Tutor’s material breach of this Agreement, violation of the Shzam Terms of Use or Tutor Payment Policies, or misuse of the Site; (c.) Independent Tutor’s misappropriation of Tutor’s Students from the Site for Independent Tutor’s own pecuniary gain; (d.) Entry of a restraining order or conviction of any felony or misdemeanor 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 Student’s complaint or excessive complaints; (f.) Independent Tutor’s repeated failure to respond timely to direct contacts through Independent Tutor’s account; (g.) For any other reason or for no reason.
In the event Shzam terminates Independent Tutor’s platform use, Shzam will provide an email notification of deactivation.

20.) 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 the Tutor and, on behalf of Shzam, by one of its duly authorized officers. The parties agree that any amendment or modification hereunder may be transacted by electronic means within the meaning of the UETA, provided that any such amendments or modifications otherwise comply with the requirements in this paragraph.

21.) SEVERABILITY
If and to the extent that any provision of this Agreement is held to be illegal, void, or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The Parties shall meet to negotiate in good faith to agree on a valid, binding and enforceable substitute provision or provisions, (if necessary with a reconsideration of other terms of this Agreement not so affected) so as to re-establish an appropriate balance of the commercial interests of the Parties.

22.) FURTHER ASSURANCE
Each of the Parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Agreement and the transaction contemplated by it.

23.) INCORPORATION OF TERMS OF USE
The Shzam Terms of Service are hereby incorporated into this Agreement.

24.) GOVERNING LAW AND DISPUTE RESOLUTION
The Parties shall use all reasonable endeavors to resolve any dispute amicably and in good faith. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Florida, without regard to conflict of law rules.

25.) ARBITRATION
Any dispute between the parties related to this Agreement shall be resolved by binding arbitration in accordance with the Arbitration provision in the Shzam Terms of Service.

26.) WARRANTY OF CAPACITY AND POWER
Each Party represents and warrants to the other Parties that: i.) it has full authority, power, and capacity to enter into and carry out its obligations under this Agreement;
ii.) all necessary acts and things have been taken or done to enable it lawfully to enter into and carry out its obligations under this Agreement; and
iii.) when executed, this Agreement will create obligations that are valid and binding on it, and enforceable in accordance with their terms.

27.) FORCE MAJEURE
None of the Parties shall be liable for any failure or delay in performing any of its obligations under or pursuant to this Agreement if such failure or delay is due to any cause outside their reasonable control, and they shall be entitled to a reasonable extension of the time for performing such obligations as a result of such cause.

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

29.) NOTES AND SERVICE
i.) Any notice so served by hand, e-mail or post shall be deemed to have been duly given: (a.) in the case of delivery by hand, when delivered; (b.) in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the time of receipt; (c.) in the case of prepaid recorded delivery, special delivery or registered post, at 10am on the second Business Day following the date of posting; provided that in each case where delivery by hand or by e-mail occurs after 5pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.
ii.) The addresses of the Company for the purpose of clause 28.i are as follows: Shzam LLC. Address: 710 Pondella Rd Ste 7 PMB 1032, North Fort Myers, Florida, 33903 E-mail: contact@shzam.com

30.) NO RIGHTS UNDER CONTRACTS FOR THIRD PARTIES
A person who is not a Party to this Agreement shall have no right under any law to enforce any of its terms.

31.) COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which is an original but all of which together constitute one and the same instrument.