Top Spot Tutors

Terms & Conditions

These Terms of Use ("Terms”) govern your use of the Top Spot Tutors website ("Site”) at

www.topspottutors.com, any mobile device application or any other means provided or

authorized by Top Spot Tutors, LLC ("Top Spot Tutors”). Please read these terms before using or

continuing to use the Site. Do not agree to the terms unless you both fully

understand and accept each provision. By using or continuing to use the Site, you

represent and warrant that you understand, agree to, and accept all terms and

conditions contained in these Terms.

1. General terms

Top Spot Tutors provides this Site to Users seeking tutoring services ("Students”) and to

Users seeking to provide tutoring services ("Tutors”), and to any other entity on

whose behalf Users accept these Terms. The term "you” or "You” or "User” or

"Users” shall refer to Students, Tutors or any person or entity who views, uses,

accesses, or browses any content on, and/or creates, uploads, posts, sends,

receives or stores content to the Site. These Terms are entered into by and

between Top Spot Tutors and you, and you accept them by: (a) accessing or viewing the

content of the Site; (b) contracting for tutoring lessons through the Site; (c)

registering as a tutor or providing tutoring lessons through the Site; (d) using the

Site in any other manner; and/or (e) acknowledging agreement with these Terms. If

you do not agree to these Terms, do not use the Site.

To the extent that anything in or associated with the Site is in conflict or

inconsistent with these Terms, the Terms shall control. Any express waiver or

failure to exercise promptly any right under the Terms will not create a continuing

waiver or any expectation of non-enforcement. If any provision of the Terms is held

invalid by any law or regulation of any government, or by any court or arbitrator,

the parties agree that such provision will be replaced with a new provision that

accomplishes the original business purpose, and the other provisions of the Terms

will remain in full force and effect.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU

UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY

INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION

THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO

RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

2. Privacy Policy

Please refer to the Top Spot Tutors Privacy Policy

at https://www.topspottutors/privacypolicy for information on how Top Spot Tutors collects,

uses and discloses information about you.

A note about Student Data: The services of independent Top Spot Tutors - Tutors may be

purchased directly from Top Spot Tutors by providers of educational services, such as

schools, school districts, or teachers (collectively referred to as "Schools") that use

such services for educational purposes. When Top Spot Tutors contracts with a School to

provide tutoring services, we may collect or have access to Student Data (defined

below), which may be provided by the School or by the student. We consider such

Student Data to be strictly confidential and in general do not use such data for any

purpose other than improving and providing tutoring services to the School or on

the School's behalf. Our collection, use and sharing of Student Data is governed by

this Agreement and any applicable laws and regulations including, in the U.S.,

provisions of the Family Educational Rights and Privacy Act ("FERPA"), the Children's

Online Privacy Protection Act ("COPPA") and applicable state laws, including without

limitation the Illinois Student Online Personal Protection Act (SOPPA). Tutors who

provide services to Schools under such an arrangement are expressly bound by

these Terms of Use and the Student Data privacy provisions contained herein, and

are required to maintain the confidentiality of Student Data.

3. Services

The Site offers a marketplace for those seeking tutoring services to connect with

those seeking to provide tutoring services. As independent businesses engaged by

Students, Tutors decide, are responsible for, and generally control the methods,

materials, scheduling, frequency, duration and all other aspects of the tutoring they

provide.

Students are responsible for selecting the right tutor for their needs. In making

hiring decisions, Students should review and investigate each tutor’s self-reported

credentials, education, and experience, as well as reviews from other students. IF

THE STUDENT IS YOUNGER THAN 18 YEARS OLD, ALL TUTORING SESSIONS SHOULD

BE SUPERVISED BY A RESPONSIBLE ADULT.

Top Spot Tutors controls and operates the Site from various locations in the United States

and makes no representation that this website is accessible in all locations. Top Spot Tutors

services may not be available in your location, and available services may vary

among locations. In addition, Top Spot Tutors will attempt to deliver all correspondence sent

via the Site’s messaging system. Top Spot Tutors does not, however, guarantee delivery of

all messages.

To use the Site, you must obtain access to the Internet, either directly or through

devices that access web-based content, and pay any service fees or other costs

associated with such access. In addition, you must provide all equipment necessary

to make such connection to the Internet, including a computer and modem or

other access device. If you are under eighteen (18) years of age, you may use the

Site only with the involvement and consent of a parent, legal guardian, or at the

direction of your School. Your School may impose additional policies regarding the

use of the Site, with which you must comply.

If you utilize the Top Spot Tutors Site to provide the Service to students in a School, you

represent and warrant that you are an authorized representative of the School with

the authority to bind the School to this Agreement, and that you agree to this

Agreement on the School's behalf. If you contact Top Spot Tutors to take any action with

respect to an account, you represent and warrant that you have all necessary

authority to request such action(s) from or on behalf of the account-holder (e.g., a

School or Parent).

The U.S. Children's Online Privacy and Protection Act ("COPPA") requires that online

service providers obtain verifiable parental consent before collecting personal

information from children under 13. If you are a School providing the Service to

children under 13, you represent and warrant that you have the authority to

provide consent on behalf of parents for Top Spot Tutors to collect information from

students under 13 before allowing such students to access our Service. We

recommend that all Schools provide appropriate disclosures to students and

parents regarding their use of service providers such as Top Spot Tutors and that they

provide a copy of our Privacy Policy to parents.

4. Academic honesty

Top Spot Tutors' services are provided for the purpose of facilitating learning, and not to

encourage or facilitate cheating or any other form of academic dishonesty. You

shall not use the Site to inquire about, engage in or aid or assist anyone with any

form of academic dishonesty (for example, completing assignments or projects,

writing papers or essays, taking (or helping to take) quizzes or examinations on

someone’s behalf), or to take any action that would violate the academic or conduct

policies of a school, university, academic institution or workplace.

5. Your obligations and conduct

All Users must: (a) be of legal age and have capacity to agree to these Terms on

their own behalf or on behalf of a minor who will be receiving tutoring services; (b)

reside within the United States, (c) provide accurate, current, and complete

information about themselves as required during Site registration ("Registration

Data”); (d) maintain the security of any password and identification information

used to access the Site; (e) maintain and promptly update the Registration Data and

any information you provide to Top Spot Tutors, keep it accurate, current and complete; and

(f) accept all risks of unauthorized access to information and Registration Data.

You will have a password upon completing the registration process on the Site. You

are responsible for maintaining the confidentiality of the password and are fully

responsible for all activities that occur under your password or account. You agree

to (a) immediately notify Top Spot Tutors of any unauthorized use of your password or

account or any other breach of security, and (b) ensure that you exit from your

account at the end of each session. Top Spot Tutors cannot and will not be liable for any

unauthorized access to your account or data that arises from your acts or

omissions.

Users must use the Site in a manner that is lawful, relevant and proper to the

applicable forum. Any use of the Site that Top Spot Tutors, in its sole discretion, finds

inappropriate and/or offensive may result in suspension and/or termination of a

User with or without notice. Specifically, but without limitation, Users may not:

 Defame, abuse, harass in any form, harm, stalk, threaten or otherwise violate

the legal rights (including without limitation rights of privacy and publicity) of

others;

 Create, upload, post, send, receive or store any false, misleading, profane,

defamatory, infringing, hateful, distasteful, obscene or unlawful topic, name,

information, materials or content;

 Use the Site for any purpose that is in violation of local, state, national, or

international law, including without limitation wage/hour and working

condition laws and regulations;

 Create an account or accounts on the Site for fraudulent purposes, or for the

purpose of misusing the Site, including without limitation misappropriating

the Site or any information on the Site for your own commercial or pecuniary

gain.

 Upload files that contain software or other content that violates the rights of

any third party, including without limitation intellectual property rights or

rights of privacy or publicity;

 Upload files that contain viruses, Trojan horses, worms, time bombs, spiders,

cancel bots, corrupted files, or any other similar software, malware or

content that may damage, interfere with, disrupt, impair, disable or

otherwise overburden the operation of any device, computer system or

network;

 Take any action that would undermine any aspect of the Site;

 Attempt to gain unauthorized access to the Site, other User accounts, or

other device, computer system or networks connected to the Site;

 Advertise or offer to sell any goods or services for any commercial purpose

on the Site that are not appropriate or relevant to the Site;

 Impersonate another person or allow any other person or entity to

impersonate you or use your credentials to access the Site;

 Post the same content repeatedly or spam - spamming is strictly prohibited;

 Download, copy or transmit any file posted by another User that you know,

or reasonably should know, cannot be legally published through the Site;

 Access, download, or copy any information, content and/or materials from

the Site through artificial means (including without limitation spiders,

scrapers, hacking devices, computer programs, bots, web spoofing, URL

rewriting or other such means);

 Reproduce, duplicate, copy, sell, re-sell or exploit any information, materials

or content on the Site; or

 Restrict or inhibit any other User from using and enjoying the Site.

Top Spot Tutors reserves all of its rights under the Communications Decency Act, including

without limitation its right to remove anything objectionable to Top Spot Tutors in its sole

discretion. Alleged improprieties by any User may be reported to Top Spot Tutors by email

at admin@topspottutors.com.

6. School Accounts and Student Data

This Section 6 applies to a School's use of Top Spot Tutors services.

When Top Spot Tutors is used by a School for an educational purpose, Top Spot Tutors may collect

or have access to Student Data that is provided by the School or by a student.

"Student Data" is personal information that is directly related to an identifiable

student and may include "educational records" as defined by the Family

Educational Rights and Privacy Act ("FERPA").

The School or the student, and not Top Spot Tutors, owns and controls the Student Data.

You authorize Top Spot Tutors to access, collect, transmit, modify, display and store Student

Data to provide the Service and as described in this Agreement and in our Privacy

Policy.

Compliance with Laws. In the U.S., Top Spot Tutors may collect and process Student Data

as a School Official with a legitimate educational interest pursuant to the Family

Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232(g). Individually and

collectively, we and our School Users agree to uphold our obligations under FERPA,

COPPA, the Protection of Pupil Rights Amendment ("PPRA"), applicable State laws

relating to student data privacy, and with all other laws and regulations governing

the protection of Student Data.

Use of Student Data. By submitting, providing us access to, or causing us to

receive Student Data, you agree that Top Spot Tutors may use the Student Data for the

purposes of (i) providing the Service, (ii) improving and developing our Service, (iii)

enforcing our rights under these Terms, and (iv) as permitted with the School's or

the User's consent.

Use of De-Identified or Anonymized Student Data. You agree that both before

and after the term of the Agreement, Top Spot Tutors may collect, analyze, use, and retain

data derived from Student Data as well as data about users' access and use of the

Service, for the purpose of operating, analyzing, improving or marketing the

Service, developing new products or services, conducting research or other

purposes, provided that Top Spot Tutors may not share or publicly disclose information that

is derived from Student Data unless such data is de-identified and/or anonymized

such that it cannot reasonably identify a specific individual.

Use of Personal Information for Marketing. You agree that Top Spot Tutors may provide

customized content, advertising, and commercial messaging to school, teacher or

district administrative users and other non-student users from time to time,

provided that such advertisements shall not be based on Student Data. For

emphasis, and without limitation, Top Spot Tutors shall never use Student Data to engage in

targeted advertising.

Disclosure of Student Data and Third-Party Service Providers. You acknowledge

and agree that Top Spot Tutors may provide access to Student Data to our employees and

service providers which have a legitimate need to access such information to

provide their services to us. We and our employees, affiliates, service providers, or

agents involved in the handling, transmittal, and processing of Student Data will be

required to maintain the confidentiality of such data. Top Spot Tutors shall not share

Student Data with third parties other than as described in this Agreement and in

the Top Spot Tutors Privacy Policy, or with consent of the School or parent.

Student Data Access and Deletion Requests. You may request that we delete

Student Data in our possession at any time by providing such a request in writing,

and we shall comply with such request within thirty (30) days, except that Top Spot Tutors

shall not be required to delete Student Data that has been moved to a personal

account on the Service or as otherwise prohibited by law. A parent or student over

the age of 18 seeking to access, modify, correct, or delete personal information in a

student account that is connected to a School account will be instructed to contact

the School to discuss data deletion or modification. Top Spot Tutors is not required to delete

data that has been derived from Student Data if such data is de-identified and/or

anonymized such that it cannot reasonably identify a specific individual.

Data Security and Breach Notification. We have implemented administrative,

physical and technical safeguards designed to secure the personal information in

Top Spot Tutor's possession and control from unauthorized access, disclosure and use. If

an unauthorized party gains access to or has been disclosed Student Data (a

"Security Event"), that we have collected or received through the Service under this

Agreement, we will promptly notify the School. If, due to a Security Event which is

caused by the acts or omissions of Top Spot Tutors or its agents, a notification to an

individual, organization or government agency is required under applicable privacy

laws, the School shall be responsible for the timing, content, and method of any

such legally-required notice and compliance with such laws and Top Spot Tutors shall

indemnify the School for reasonable costs related to legally-required notifications.

With respect to any Security Event which is not caused by the acts or omissions of Top Spot Tutors or its agents,

Top Spot Tutors shall reasonably cooperate with School's investigation

of the Security Event, as School requests, at School's reasonable expense, but

Top Spot Tutors shall not indemnify a School for costs associated with the Security Event.

Top Spot Tutors shall be responsible for the timing, content, cost and method of notice and

compliance with such laws as they relate to users that are not associated with a

School account.

State Specific Terms. The following additional terms may apply depending on the

state a School is located:

6.1 Connecticut

This Section 6.1 applies to the use of the Service by Schools located in the State of

Connecticut. The purpose of this Section 6.1 is to document compliance with

applicable Connecticut state laws that may apply to the use of the Service by

Schools in Connecticut, such as Conn. Gen. Stat. Ann. § 10-234aa-dd. This Section

6.1 incorporates by reference the definitions set forth in Conn. Gen. Stat. Ann. § 10-

234aa.

If you open a Top Spot Tutors account to provide services to students in a School located in

the State of Connecticut, you represent and warrant that you are authorized to do

so on behalf of the local or regional board of education with authority over the

School and that you are authorized to communicate with Top Spot Tutors on behalf of the

local or regional board of education.

Top Spot Tutors and you shall comply with all applicable sections of Conn. Gen. Stat. Ann. §

10-234aa-dd. The following terms shall apply as required by Conn. Gen. Stat. Ann. §

10-234bb. To the extent that any such required terms conflict with other terms in

this Agreement, the terms of this Section 6.1 shall apply.

1. Student information, student records and student-generated content are not

the property of or under the control of Top Spot Tutors.

2. The local or regional board of education may request the deletion of any

student information, student records or student-generated content in the

possession of Top Spot Tutors by sending a request to admin@topspottutors.com. As

permitted by Conn. Gen. Stat. Ann. § 10-234bb(2), Top Spot Tutors is not required to

delete information prohibited from deletion or required to be retained under

state or federal law or stored as a copy as part of a disaster recovery storage

system and that is (i) inaccessible to the public, and (ii) unable to be used in

the normal course of business by the contractor. Top Spot Tutors will, however,

comply with requests for deletion of student information, student records, or

student-generated content that is restored from such disaster recovery

storage systems.

3. Top Spot Tutors will not use student information, student records and student-

generated content for any purposes other than those authorized pursuant to

this Agreement.

4. A student, parent or legal guardian of a student may review personally

identifiable information contained in student information, student records or

student-generated content and correct erroneous information, if any, in such

student record by contacting their School. Top Spot Tutors will respond to such

requests in accordance with instructions sent by an authorized School

representative to admin@topspottutors.com.

5. Top Spot Tutors will take actions designed to ensure the security and confidentiality

of student information, student records and student-generated content.

6. Top Spot Tutors will promptly notify the local or regional board of education in

accordance with the provisions of section 10-234dd when there has been an

unauthorized release, disclosure or acquisition of student information,

student records or student-generated content.

7. Student information, student records or student-generated content shall not

be retained or available to the contractor upon expiration of this Agreement.

This restriction shall not apply to the extent that a student, parent or legal

guardian of a student independently establishes or maintains an electronic

account with Top Spot Tutors for the purpose of storing their student-generated

content.

8. Top Spot Tutors and the local or regional board of education shall ensure compliance

with the Family Educational Rights and Privacy Act of 1974, 20 USC 1232g, as

amended from time to time.

9. The laws of the state of Connecticut shall govern the rights and duties of

Top Spot Tutors and the local or regional board of education.

10. If any provision of this Section 5.1 is held invalid by a court of competent

jurisdiction, the invalidity does not affect other provisions or applications of

the contract which can be given effect without the invalid provision or

application.

6.2 New York

This Section 6.2 applies to the use of Top Spot Tutors services by Schools located in the

State of New York. The purpose of this Section 6.2 is to document compliance with

New York state laws that may apply to the use of the services by Schools in New

York, such as New York State Education Law Section 2-d (Ed Law 2-d) and Part 121

of Title 8 of the Codes, Rules and Regulations of the State of New York (8 CRR-NY §

121). This Section 6.2 incorporates by reference the definitions set forth in Ed Law

2-d § 3 and 8 CRR-NY § 121.1.

If you open an Top Spot Tutors account to provide services to students in a School located in

the State of New York, you represent and warrant that you are authorized to do so

on behalf of the educational agency with authority over the School and that you are

authorized to communicate with Top Spot Tutors on behalf of the educational agency.

Top Spot Tutors and you shall comply with all applicable sections of Ed Law 2-d and 8 CRR-

NY § 121. The following terms shall apply as required by Ed Law 2-d § 5(b)(3) and 8

CRR-NY § 121.3, 121.6. To the extent that any such required terms conflict with

other terms in this Agreement, the terms of this Section 6.2 shall apply.

 8 CRR-NY § 121.6(a)(1): outline how the third-party contractor will implement

all State, Federal, and local data security and privacy contract requirements

over the life of the contract, consistent with the educational agency's data

security and privacy policy –

Top Spot Tutors has implemented policies and procedures consistent with the New

York State Education Department Data Privacy and Security Policy v1.0

(available here). It is the School's responsibility to provide Top Spot Tutors with its

data security and privacy policy if different than the New York State

Education Department Data Privacy and Security Policy. Top Spot Tutors will review its

policies and procedures against data security and privacy policies provided to

it by educational agencies. In the event Top Spot Tutors' t's policies and practices are

not consistent with the educational agencies' policies, Top Spot Tutors will take

commercially reasonable efforts to achieve consistency.

 8 CRR-NY § 121.6(a)(2): specify the administrative, operational and technical

safeguards and practices it has in place to protect personally identifiable

information that it will receive under the contract –

Top Spot Tutors employs reasonable organizational and technical safeguards to

prevent unauthorized access, use, alteration, or disclosure of personally

identifiable information stored on systems under Top Spot Tutors''s control. Please

also see Top Spot Tutors''s Privacy Policy. School administrators may also request a

copy of Top Spot Tutors''s Security Policies and Procedures.

 8 CRR-NY § 121.6(a)(3): demonstrate that it complies with the requirements

of section 121.3(c) of this Part –

The Parent Bill of Rights, along with any other supplemental documentation

relating specifically to your School, is included in this contract unless Top Spot Tutors

and your School or District have entered into a separate signed written

agreement regarding that subject matter. If your School does not have a

Parent Bill of Rights, the New York State Parent Bill of Rights (available here)

is applicable and is included in this contract.

 8 CRR-NY § 121.3(c)(1) the exclusive purposes for which the student data or

teacher or principal data will be used by the third-party contractor, as

defined in the contract –

to provide the Top Spot Tutors services as set forth in this Agreement. Student data

and teacher or principal data will not be used for any other purpose.

 8 CRR-NY § 121.3(c)(2) how the third-party contractor will ensure that the

subcontractors, or other authorized persons or entities to whom the third-

party contractor will disclose the student data or teacher or principal data, if

any, will abide by all applicable data protection and security requirements,

including but not limited to those outlined in applicable State and Federal

laws and regulations (e.g., FERPA; Education Law section 2-d) –

Subcontractors and other authorized persons or entities will be provided

such information pursuant to contractual obligations to maintain the

confidentiality of such data in a manner consistent with this Agreement.

 8 CRR-NY § 121.3(c)(3) the duration of the contract, including the contract's

expiration date and a description of what will happen to the student data or

teacher or principal data upon expiration of the contract or other written

agreement (e.g., whether, when and in what format it will be returned to the

educational agency, and/or whether, when and how the data will be

destroyed) –

This Agreement will be in effect for a School so long as that School has an

active subscription to the Top Spot Tutors Service. Upon expiration or termination of

a School's subscriptions without renewal, Top Spot Tutors will delete student data

and teacher or principal data in accordance with the terms of any applicable

written agreement with the School, written requests from authorized School

administrators, and our standard data retention schedule. Authorized School

administrators may contact Top Spot Tutors at admin@topspottutors.com to request

additional information about our standard data retention schedule and

available options for customizing Top Spot Tutors''s standard data retention schedule

to meet individual School requirements.

 8 CRR-NY § 121.3(c)(4) if and how a parent, student, eligible student, teacher

or principal may challenge the accuracy of the student data or teacher or

principal data that is collected –

Parents, students, eligible students, and teachers or principals may contact

their School to exercise this right. Top Spot Tutors will cooperate with the School to

effectuate such requests at the School's direction.

 8 CRR-NY § 121.3(c)(5) where the student data or teacher or principal data

will be stored, described in such a manner as to protect data security, and

the security protections taken to ensure such data will be protected and data

security and privacy risks mitigated –

Student data and teacher or principal data for Schools located in New York

will be stored in the United States. Such data will be stored in a manner

consistent with the NIST Cybersecurity Framework to mitigate against data

security and privacy risks.

 8 CRR-NY § 121.3(c)(6) address how the data will be protected using

encryption while in motion and at rest –

Top Spot Tutors will utilize a technology or methodology specified or permitted by the

Secretary of the United States Department of Health and Human Services in

guidance issued under section 13402(H)(2) of Public Law 111-5.

 8 CRR-NY § 121.6(a)(4) specify how officers or employees of the third-party

contractor and its assignees who have access to student data, or teacher or

principal data receive or will receive training on the Federal and State laws

governing confidentiality of such data prior to receiving access –

Top Spot Tutors periodically provides training to its employees regarding data

security and privacy obligations with respect to such data.

 8 CRR-NY § 121.6(a)(5) specify if the third-party contractor will utilize sub-

contractors and how it will manage those relationships and contracts to

ensure personally identifiable information is protected –

While Top Spot Tutors does not sub-contract portions of any particular contract with

a customer, Top Spot Tutors does utilize vendors in the course of providing the

Top Spot Tutors Service. Such vendors will only be provided personally identifiable

information to the extent necessary for them to provide their contracted-for

services and will be subject to obligations of confidentiality and security

consistent with this Section 6.2.

 8 CRR-NY § 121.6(a)(6) specify how the third-party contractor will manage

data security and privacy incidents that implicate personally identifiable

information including specifying any plans to identify breaches and

unauthorized disclosures, and to promptly notify the educational agency –

Top Spot Tutors will manage and respond to Security Events as set forth in this

Agreement and the Privacy Policy. As required by Ed Law 2-d, Top Spot Tutors will

notify the school of a Security Event in the most expedient way possible and

without unreasonable delay.

 8 CRR-NY § 121.6(a)(7) describe whether, how and when data will be returned

to the educational agency, transitioned to a successor contractor, at the

educational agency's option and direction, deleted or destroyed by the third-

party contractor when the contract is terminated or expires –

Upon expiration or termination of a School's subscriptions without renewal,

Top Spot Tutors will delete student data and teacher or principal data in accordance

with the terms of any applicable written agreement with the School, written

requests from authorized School administrators, and our standard data

retention schedule. Authorized School administrators may contact Top Spot Tutors

at admin@topspottutors.com to request additional information about our

standard data retention schedule and available options for customizing

Top Spot Tutors''s standard data retention schedule to meet individual School

requirements.

7. Third party reports

Top Spot Tutors may utilize third party consumer reporting agencies that perform, among

other things, criminal background checks, sex offender registry checks, motor

vehicle records checks, credit checks, and identification verifications ("consumer

reports”). Top Spot Tutors does not endorse or make any representations or warranties

regarding the reliability of such consumer reports or the accuracy, timeliness or

completeness of any information in the consumer reports. Top Spot Tutors does not

independently verify information in the consumer reports.

Top Spot Tutors may collect, use and disclose the information in the consumer reports.

Top Spot Tutors may, in its sole discretion, review and rely on the information in the

consumer reports in deciding whether to suspend or terminate a Tutor or to

investigate a complaint about a Tutor, but Top Spot Tutors shall not be responsible or liable

in any way in the event that any information in the consumer reports about any

person, including without limitation any Tutor, is not accurate, timely or complete.

Tutors who are the subject of consumer reports may contact the service provider to

dispute the accuracy, timeliness or completeness of such information. Top Spot Tutors

reserves the right to suspend and/or terminate a Tutor based on information in the

consumer reports or for any other reason in Top Spot Tutors'’s sole discretion.

Top Spot Tutors may make available one or more third party verification services that

enable Users of the Site to inquire about information including, but not limited to,

another User’s identity and criminal history. Use of a third party verification service

is voluntary for both the party requesting the verification and the party undergoing

the verification. You agree that Top Spot Tutors shall not be held responsible or liable in any

way if any information provided by a third party verification service is inaccurate.

When a third party verification service is used, you warrant that you will comply

with the Fair Credit Reporting Act, 15 USC 1681.

See http://www.consumer.ftc.gov/articles/pdf-0111-fair-credit-reporting-act.pdf for

details.

8. Confidentiality of Top Spot Tutors information

You may obtain direct access via the Site to certain confidential information of

Top Spot Tutors and its affiliates, including without limitation technical, contractual, product,

program, pricing, marketing and other valuable information that should reasonably

be understood as confidential ("Confidential Information”). You must hold

Confidential Information in strict confidence. All right, title and interest in the

Confidential Information remains with Top Spot Tutors and its affiliates.

The Terms impose no obligation upon you with respect to Confidential Information

that you can establish by legally sufficient evidence: (a) you possessed prior to your

receipt from Top Spot Tutors, without an obligation to maintain its confidentiality; (b) is or

becomes generally known to the public through no act or omission by you, or

otherwise without violation of the Terms; (c) you obtained from a third party who

had the right to disclose it, without an obligation to keep such information

confidential; (d) you independently developed without the use of Confidential

Information and without the participation of individuals who have had access to it,

or (e) in response to a valid order by a court or other governmental body, or as

otherwise required by law, or as necessary to establish the rights of either party

under these Terms and as disclosed after prior notice to Top Spot Tutors adequate to afford

Top Spot Tutors the opportunity to object to the disclosure.

9. User Content

You are solely responsible for any content that you create, transmit or display while

using the Site.

Top Spot Tutors may now or in the future allow Users to submit, post, display, provide, or

otherwise make available content such as text, images, videos, files, documents,

comments, questions, and other content or information (any such materials a User

submits, posts, displays, provides, or otherwise makes available on the Site is

referred to as "User Content").

We claim no ownership rights over User Content created by you. The User Content

you create remains yours.

By submitting, posting, displaying, providing, or otherwise making available any

User Content on or through the Site, you expressly grant, and you represent and

warrant that you have all rights necessary to grant, to Top Spot Tutors a royalty-free,

sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide

license to use, reproduce, modify, publish, list information regarding, edit,

translate, distribute, syndicate, publicly perform, publicly display, and make

derivative works of all such User Content in whole or in part, and in any form,

media or technology, whether now known or hereafter developed, for use in

connection with Top Spot Tutors' (and its successors' and affiliates') business, including

without limitation for promoting and redistributing part or all of the Site (and

derivative works thereof) in any media formats and through any media channels.

You also hereby grant each User of the Site a non-exclusive license to access your

User Content through the Site, and to use, reproduce, distribute, display and

perform such User Content as permitted through the functionality of the Site and

under this Agreement.

You must have the legal right to the User Content you submit to the Site. You may

not upload or post any User Content to the Site that infringes the copyright,

trademark or other intellectual property rights of a third party nor may you upload

User Content that violates any third party's right of privacy or right of publicity. You

may post only User Content that you have permission to post from the owner or by

law.

Users shall not create, upload, post, send, receive or store User Content that: (a) is

inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive,

harassing, inconsistent with the Top Spot Tutors mission or otherwise objectionable to

Top Spot Tutors or other Users; (b) includes unauthorized disclosure of personal

information; (c) violates or infringes anyone’s intellectual property rights; or (d)

contains software viruses or any other computer code, files or programs designed

to interrupt, destroy or limit the functionality of any computer software or

hardware or telecommunications equipment. Top Spot Tutors reserves the right to edit or

remove User Content that violates these Terms, that contains third-party

commercial advertisements, or for any other reason it deems necessary.

10. Terms of transacting business

Users must abide by Top Spot Tutors' tutor and student payment policies. Users must pay

all costs associated with the services through Top Spot Tutors. These costs include but are

not limited to: (a) a tutor’s hourly rate as listed; (b) travel and transportation fees; (c)

cancellation fees as described in a tutor’s cancellation policy, which can be found on

a tutor’s profile on the Site; (d) a service fee as listed and (e) the Platform Fee

arranged between the Tutor and Top Spot Tutors, LLC.

11. Advertisements and promotions

Top Spot Tutors may run advertisements and promotions from third parties on the Site.

Your correspondence or business dealings with, or participation in promotions of,

advertisers other than Top Spot Tutors, found on or through the Site, including payment

and delivery of related goods or services, and any other terms, conditions,

warranties or representations associated with such dealings, are solely between

you and such advertiser. Top Spot Tutors is not responsible or liable for any loss or damage

of any sort incurred as the result of any such dealings or as the result of the

presence of such non-Top Spot Tutors advertisers on the Site.

12. Text message notifications

Tutors may opt in to receive text message notifications for new student messages,

new message reminders, job opportunities and more ("Text Message Program”).

Please note that standard data and messaging rates may apply for any text

message notifications. Please contact your mobile phone carrier for details.

13. Content provided via links

You may find links to other websites or resources on the Site. You acknowledge and

agree that Top Spot Tutors is not responsible for the availability of such external websites or

resources, and does not endorse and is not responsible or liable for any content,

advertising, products, or other materials on or available from such websites or

resources. Top Spot Tutors will not be responsible or liable, directly or indirectly, for any

actual or alleged damage or loss caused by or in connection with use of or reliance

on any such content, goods or services available on or through any such site or

resource.

14. Intellectual property rights

Top Spot Tutors grants you permission (which may be revoked at any time for any reason or

no reason) to use the Site for the purposes provided herein and in accordance with

these Terms and solely for your own personal, non-commercial use (except as

provided herein), provided you do not remove any trademark, copyright or other

notice. No other use is permitted. You may not, for example, incorporate the

information, content, or other material in any database, compilation, archive or

cache. Except as specifically authorized by Top Spot Tutors, you may not deep-link to the

Site for any purpose or access the Site manually or with any robot, spider, web

crawler, extraction software, automated process or device to scrape, copy, or

monitor any portion of the Site or any information, content, or material on the Site.

Top Spot Tutors reserves all of its statutory and common law rights against any person or

entity who violates this paragraph. You may not link or frame to any pages of the

Site or any content contained therein, whether in whole or in part, without prior

written consent from Top Spot Tutors. You may like or follow Top Spot Tutors or share links to the

Site via social networking technology referenced on the Site. Any rights not

expressly granted herein are reserved.

Except as expressly authorized by Top Spot Tutors or by Content providers, you agree not to

reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish,

download, transmit, or create derivative works of the Content of others, in whole or

in part, by any means. You must not modify, decompile, or reverse engineer any

software Top Spot Tutors discloses to you, and you must not remove or modify any

"Top Spot Tutors Trademarks” means all names, marks, brands, logos, designs, trade dress,

slogans and other designations Top Spot Tutors uses in connection with its products and services. You may

not remove or alter any Top Spot Trademarks, or co-brand your

own products or material with Top Spot Tutors Trademarks, without Top Spot Tutors' prior written

consent. You acknowledge Top Spot Tutors' rights in Top Spot Tutors Trademarks and agree that

any use of Top Spot Tutors Trademarks by you shall inure to Top Spot Tutors' sole benefit. You

agree not to incorporate any Top Spot Tutors' Trademarks into your trademarks, service

marks, company names, internet addresses, domain names, or any other similar

designations, for use on or in connection with computer or internet-related

products, services or technologies.

Unless explicitly stated herein, nothing in these Terms shall be construed as

conferring any license to intellectual property rights. Permission is granted to

display, copy, distribute and download Content owned by Top Spot Tutors on the Site

provided that: (a) the copyright notice pertaining to the Content remains, and a

permission notice (e.g., "used with permission”) is added to such Content; (b) the

use of such Content is solely for personal and non-commercial use; (c) such Content

will not be copied or posted on any networked computer or published in any

medium, except as explicitly permitted by valid permission or license covering such

materials; and (d) no modifications are made to such Content. This permission

terminates automatically without notice if you breach any of the terms or

conditions in this document. Upon termination, you must immediately destroy any

downloaded and/or printed Content.

15. Copyright Infringement

Top Spot Tutors respects the intellectual property of others, and we ask our Users to do the

same. Accordingly, Users may not post, modify, distribute, or reproduce in any way

any Content on the Site that is copyrighted material you do not own or have

permission to use, without obtaining prior written consent of the copyright owner.

Top Spot Tutors reserves the right, in its discretion, to remove any Content if we believe it

may infringe the copyright rights of others, and/or to terminate the accounts of

Users who we believe to be infringers.

If you believe that your work has been copied and posted on the Site in a way that

constitutes copyright infringement, we will respond to notices of alleged

"DMCA”), a federal law that provides recourse for copyright owners who believe

that material appearing on the Internet infringes their rights under U.S. copyright

law. If you believe in good faith that content or material hosted on the Site infringes

your copyright, you (or your agent) may send Top Spot Tutors a notice requesting that the

content or material be removed, or access to it blocked. The notice must include

the following information: (a) a physical or electronic signature of a person

authorized to act on behalf of the owner of an exclusive right that is allegedly

infringed; (b) identification of the copyrighted work claimed to have been infringed

(or if multiple copyrighted works are covered by a single notification, a

representative list of such works); (c) identification of the material that is claimed to

be infringing or the subject of infringing activity, and information reasonably

sufficient to allow Top Spot Tutors to locate the content or material within the Site; (d) the

name, address, telephone number and email address (if available) of the

complaining party; (e) a statement that the complaining party has a good faith

belief that use of the content or material in the manner complained of is not

authorized by the copyright owner, its agent or the law; and (f) a statement that the

information in the notification is accurate and, under penalty of perjury, that the

complaining party is authorized to act on behalf of the owner of an exclusive right

that is allegedly infringed. If you believe in good faith that a notice of copyright

infringement has been wrongly filed against you, the DMCA permits you to send us

a counter-notice. Notices and counter-notices must meet the then-current statutory

requirements imposed by the DMCA; see http://www.loc.gov/copyright for details.

Wyzant’s agent for notice of claims of copyright or other intellectual property

infringement can be reached as follows:

By email: admin@topspottutors.com

By mail: Top Spot Tutors, LLC

Attention: Copyright Agent

Address Here >>>

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL

IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY

AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND

ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying Top Spot Tutors that your

copyrighted material has been infringed. The preceding requirements are intended

to comply with Top Spot Tutors' rights and obligations under the DMCA, including 17 U.S.C.

§512(c), but do not constitute legal advice. It may be advisable to contact an

attorney regarding your rights and obligations under the DMCA and other

applicable laws.

In accordance with the DMCA and other applicable law, Top Spot Tutors has adopted a

policy of terminating, in appropriate circumstances, Users who are deemed to be

repeat infringers. Top Spot Tutors may also at its sole discretion limit access to the Site

and/or terminate the accounts of any Users who infringe any intellectual property

rights of others, whether or not there is any repeat infringement.

16. Termination and suspension

Top Spot Tutors reserves the right at any time and from time to time to modify or

temporarily discontinue the Service (or any part thereof) with or without notice. You

agree that Top Spot Tutors shall not be liable to you or to any third party for any

modification, suspension or temporary discontinuance of the Service.

You agree that Top Spot Tutors, in its sole discretion, may suspend or terminate your

password, account (or any part thereof) or use of the Service, for any reason,

including, without limitation, for lack of use or if Top Spot Tutors believes that you have

violated or acted inconsistently with the letter or spirit of this Agreement. You agree

that any termination of your access to the Service under any provision of this

Agreement may be implemented without prior notice, and you acknowledge and

agree that Top Spot Tutors may immediately deactivate or delete your account and all data

relating to your account and/or bar any further access to the Service. Further, you

agree that Top Spot Tutors shall not be liable to you or any third party for any termination of

your access to the Service.

17. Disclaimer of warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

USE OF THE SITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED.

THE SITE, INCLUDING THE INFORMATION, SERVICES, AND CONTENT, IS PROVIDED

ON AN "AS IS”, "AS AVAILABLE”, AND "WITH ALL FAULTS” BASIS. TOP SPOT TUTORS DISCLAIMS

ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF

ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF

MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR

PURPOSE. TOP SPOT TUTORS MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR

GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY,

OR COMPLETENESS OF THE SITE.

TOP SPOT TUTORS MAKES NO WARRANTY OR REPRESENTATIONS THAT: (A) THE SITE WILL BE

UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE

OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (C)

THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER

MATERIAL PURCHASED OR OBTAINED FROM TUTORS WILL MEET YOUR

EXPECTATIONS OR REQUIREMENTS; (D) ANY ERRORS IN THE SITE WILL BE

CORRECTED; OR THAT THE SERVICES ARE APPROPRIATE FOR USE OR ACCESS

OUTSIDE OF THE UNITED STATES.

YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE

OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE SITE,

INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

18. Limitation of liability

THE SITE OFFERS A MARKETPLACE FOR THOSE SEEKING TUTORING SERVICES TO

CONNECT WITH THOSE SEEKING TO PROVIDE TUTORING SERVICES.

YOU UNDERSTAND AND AGREE THAT TOP SPOT TUTORS HAS NO CONTROL OVER THE ACTS

OR OMISSIONS OF ANY USER ON OR OFF THE SITE AND THAT TOP SPOT TUTORS MAKES NO

REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES

PROVIDED BY ANY USER. YOU UNDERSTAND AND AGREE THAT TOP SPOT TUTORS IS NOT

RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ON OR OFF THE

SITE, OF ANY USER. AS SUCH, TOP SPOT TUTORS EXPRESSLY DISCLAIMS, AND EACH USER

EXPRESSLY RELEASES TOP SPOT TUTORS FROM, ANY AND ALL LIABILITY WHATSOEVER FOR

ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM

AND/OR IN ANY WAY RELATED TO THE SITE, INCLUDING WITHOUT LIMITATION ANY

ACTS AND/OR OMISSIONS OF USERS ON OR OFF THE SITE.

USERS OF THE SITE TRANSACT BETWEEN THEMSELVES. TOP SPOT TUTORS WILL NOT BE

INVOLVED IN ANY USER INTERACTIONS. WYZANT IS NOT RESPONSIBLE FOR

DISPUTES, CLAIMS, LOSS, INJURY, OR DAMAGE OF ANY KIND THAT MIGHT ARISE

DURING AND AFTER USER INTERACTION.

TO THE FULL EXTENT PERMITTED BY LAW, TOP SPOT TUTORS IS NOT LIABLE FOR ANY DIRECT,

INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY

DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE,

PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR

OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE

SITE, EVEN IF TOP SPOT TUTORS HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY

COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY

ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE),

INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (A) THE USE OF OR THE

INABILITY TO USE THE SITE; (B) THE COST OR PROCUREMENT OF SUBSTITUTE

GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR

SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS

ENTERED INTO, THROUGH OR FROM THE SITE; (C) STATEMENTS OR CONDUCT OF

ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED

ACCESS TO OR ALTERATION OF TRANSMISSION OR DATA, MALICIOUS OR CRIMINAL

BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (D) CONTENT OR

INFORMATION USERS MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE. THESE

LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL

PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT

ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR

INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO

EVENT SHALL TOP SPOT TUTOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND

CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED

TO, NEGLIGENCE) OR OTHERWISE, EXCEED (A) THE AMOUNT PAID BY YOU TO

WYZANT OR A WYZANT PARTNER, IF ANY, OR (B) $100 (WHICHEVER IS LESS).

UNDER NO CIRCUMSTANCES SHALL TOP SPOT TUTORS BE HELD LIABLE FOR ANY DELAY OR

FAILURE IN THIS SITE AND/OR ANY OF THE SERVICES AND/OR INFORMATION ON

THE SITE DIRECTLY OR INDIRECTLY RESULTING FROM, ARISING OUT OF, RELATING

TO OR IN CONNECTION WITH EVENTS BEYOND THE REASONABLE CONTROL OF

TOP SPOT TUTORS, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, EQUIPMENT

FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS,

INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS,

FIRES, FLOODS, STORMS, EARTHQUAKES, EXPLOSIONS, ACTS OF GOD, WAR,

TERRORISM, INTERGALACTIC STRUGGLES, DISEASE, EPIDEMIC, GOVERNMENTAL

ACTIONS, ORDERS OF COURTS, AGENCIES, OR TRIBUNALS, OR NON-PERFORMANCE

OF THIRD PARTIES. THE PROVISIONS OF THIS PARAGRAPH ARE IN ADDITION TO,

AND NOT INTENDED TO LIMIT OR MODIFY, ANY OTHER LIMITATION OF LIABILITY IN

THESE TERMS.

YOU AND TOP SPOT TUTORS AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS

OF LIABILITY IN THESE TERMS ARE MATERIAL, BARGAINED-FOR BASES OF THIS

AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING

THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND

IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND

TOP SPOT TUTORS AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF

LIABILITY IN THESE TERMS ARE FAIR AND REASONABLE.

IF YOU ARE DISSATISFIED WITH THE SITE OR DO NOT AGREE TO ANY PROVISIONS

OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING

THE SITE, EXCEPT AS MAY BE PROVIDED FOR IN THIS SECTION 18.

19. Assumption of risk

Users assume all risks when using the Site, including without limitation any and all

of the risks associated with any online or offline interactions with other Users.

Users shall take all necessary precautions, including without limitation following the

recommendations set forth in Top Spot Tutors' Tutor and Student Safety Tips, when

interacting with other Users.

20. Indemnification

Users shall indemnify, defend, and hold harmless Top Spot Tutors and its subsidiaries,

affiliates, shareholders, officers, directors, agents, licensors, suppliers, other

partners, employees, and representatives from and against any and all claims,

demands, causes of action, losses, expenses, damages and/or liabilities, including

reasonable attorney’s fees and court costs, incurred by Top Spot Tutors in any way related

to your (a) acts and/or omissions on or off the Site; (b) violation of any rights of

another, including without limitation any alleged infringement of intellectual

property or other right of any person or entity relating to the Site; (c) breach of

these Terms; (d) disputes with or between other Users; (e) use and/or misuse of the

Site, including without limitation any information, content and/or materials

thereon; (f) violation of any applicable law or regulation; (g) inaccurate, untimely,

incomplete or misleading User information, including without limitation with

respect to registration, profile or eligibility; (h) misstatements and/or

misrepresentations; (i) use of links to third party websites, including without

limitation such websites’ availability, terms of use, privacy policy, information,

content, materials, advertising, products and/or services; (j) User information and

any acts or omissions with respect to such User information; (k) use of any

information in third-party reports; (l) use of third party payment processing

services; (m) use of phone support services; and/or (n) use of any services or

products or any contracts or arrangements made or provided based on

information, content and/or materials obtained on or through the Site. Users must

cooperate as requested by Top Spot Tutors in the defense of such claims. Top Spot Tutors reserves

the right, at its own expense, to assume the exclusive defense and control of any

matter otherwise subject to indemnification by Users, and you shall not, in any

event, settle any claim or matter on behalf of Top Spot Tutors without the written consent of

Terms & Conditions

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